BEAR STEARNS COMPANIES INC
8-K, 1996-10-17
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                  SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C. 20549

                            FORM 8-K

                         CURRENT REPORT

               Pursuant to Section 13 or 15 (d) of
               The Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported)  October 16, 1996



                   THE BEAR STEARNS COMPANIES INC.


        Exact name of registrant as specified in its charter



    DELAWARE                  File No. 1-8989                13-3286161
(State or other               (Commission File               (IRS Employer
jurisdiction of                    Number)                   Identification
incorporation)                                                Number)


        245 Park Avenue, New York, New York                     10167
     (Address of principal executive offices)                 (Zip code)


Registrant's telephone number, including area code:   (212) 272-2000





                           Not Applicable
     (former name or former address, if changed since last report)


<PAGE>





Item 5.   Other Events.

     Filed herewith is a copy of The Bear Stearns Companies Inc. (the "Company")
     Press  Release,  dated  October 16, 1996,  announcing  its earnings for the
     three  months  ended  September  27,  1996  which  includes  the  Unaudited
     Consolidated  Statements  of Income for the  Company  for the three  months
     ended September 27, 1996, September 29, 1995, and June 30, 1996. All normal
     recurring adjustments that are, in the opinion of management, necessary for
     a fair  presentation of the results of operations for the periods presented
     have been included.  The nature of the Company's  business is such that the
     results  for any  interim  period  are not  necessarily  indicative  of the
     results for a full year.



Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

               (a)  Financial Statements of business acquired:

                    Not applicable.

               (b)  Pro Forma financial information:

                    Not applicable.

               (c)  Exhibit:

                    (99)       Press Release, dated October 16, 1996.


<PAGE>









                                Signatures



               Pursuant to the  requirements  of the Securities  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                         THE BEAR STEARNS COMPANIES INC.


                                   By:   /s/ Michael J. Abatemarco
                                        Michael J. Abatemarco
                                        Controller





Dated:   October 16, 1996


<PAGE>














                      THE BEAR STEARNS COMPANIES INC.

                                 FORM 8-K

                              CURRENT REPORT

                               Exhibit Index


Exhibit No.               Description                                 Page

(99)                     Press Release, dated October 16, 1996

<PAGE>


FOR IMMEDIATE RELEASE

Contact: Hannah Burns      (212) 272-2395
         Maura Gaenzle     (212) 272-4445
         Anne Graber       (212) 272-8188


                         THE BEAR STEARNS COMPANIES INC.
                         REPORTS FIRST QUARTER  RESULTS;
                         ANNOUNCES ANNUAL MEETING

New York,  New York --  October  16,  1996 -- The Bear  Stearns  Companies  Inc.
(NYSE:BSC) today announced earnings for the company's first fiscal quarter ended
September 27, 1996.

Net income for the first quarter of fiscal 1997 was $108.4 million,  or 75 cents
per share,  versus  $93.8  million,  or 63 cents per share,  for the  comparable
quarter last year.  Revenues,  net of interest  expense,  for the quarter  ended
September 27, 1996 were $688.7 million, versus $617.5 million for the comparable
quarter a year ago.

President  and Chief  Executive  Officer  James E. Cayne  commented,  "The solid
contributions  made by our core  businesses  during the  quarter  produced  very
favorable results.  In the  ever-competitive  securities  industry,  this is the
fifth  consecutive  quarter  that our return on equity has exceeded  20%.  These
results  demonstrate  the  continued  strength,  stability  and  balance  of our
franchise."

Contributions were made in the following areas:

     Investment  banking  revenues were $108.7  million for the first quarter of
     fiscal 1997, a 24.4% increase over the first fiscal quarter a year ago. The
     quarter's results reflect  increases in equity  underwriting and high yield
     debt issuance.

     Principal  transactions  revenues  increased 9.3% to $294.9 million for the
     first quarter versus a year ago, primarily attributable to improved results
     in certain of our fixed income activities,  particularly in mortgage-backed
     securities.

     Commission  revenues  rose 4.1% to  $161.6  million  for the first  quarter
     reflecting  increases in the firm's  institutional  equities and securities
     clearance revenues.

     Net interest  profits  increased 16.3% to $112.8 million from $97.0 million
     reported for the first  quarter of fiscal 1996,  primarily due to growth in
     customer margin debt.

<PAGE>


Annual Meeting

The Bear Stearns Companies Inc. 1996 Annual Meeting of Stockholders will be held
on Monday,  October 28, 1996, at 5:00 p.m. in the fifth floor  auditorium at the
company's headquarters located at 245 Park Avenue in New York City.

The Bear Stearns  Companies  Inc. is the parent  company of Bear,  Stearns & Co.
Inc., a leading  investment  banking and  securities  trading and brokerage firm
serving governments, corporations,  institutions, and individuals worldwide. The
company's  business  includes  corporate  finance and mergers and  acquisitions,
institutional equities and fixed income sales and trading, derivatives,  foreign
exchange  and  futures  sales  and  trading,   private  client  services,  asset
management,  and custody services.  Through Bear,  Stearns  Securities Corp., it
offers professional and correspondent  clearing services,  including  securities
lending.  Headquartered  in New York City, the company has over 7,800  employees
located in domestic offices in Atlanta,  Boston,  Chicago,  Dallas, Los Angeles,
and San  Francisco;  and an  international  presence in Beijing,  Buenos  Aires,
Geneva,  Hong  Kong,  London,   Lugano,  Manila,  Paris,  Sao  Paulo,  Shanghai,
Singapore,  and Tokyo.  As of  September  27,  1996,  total  capital,  including
stockholders' equity and long-term  borrowings,  was $9.4 billion. Book value as
of  September  27,  1996 was  $17.44  per  share,  based on  144,324,555  shares
outstanding.


                         Financial Statements Attached

<PAGE>


<TABLE>
                                   THE BEAR STEARNS COMPANIES INC.
                                   CONSOLIDATED STATEMENTS OF INCOME
                                            (UNAUDITED)
<CAPTION>

                                                                  Three Months Ended
                                                    ------------------------------------------------
                                                       September 27,               September 29,
                                                           1996                        1995
                                                    --------------------        --------------------
                                                         (In thousands, except per share data)
<S>                                                  <C>                        <C>
Revenues
      Commissions                                    $       161,570            $       155,190
      Principal transactions                                 294,892                    269,915
      Investment banking                                     108,694                     87,405
      Interest and dividends                                 660,257                    553,921
      Other income                                            10,740                      8,003
                                                    --------------------        --------------------
         Total Revenues                                    1,236,153                  1,074,434
      Interest expense                                       547,469                    456,945
                                                    --------------------        --------------------
      Revenues, net of interest expense                      688,684                    617,489
                                                    --------------------        --------------------

Expenses
      Employee compensation and benefits                     344,372                    306,997
      Floor brokerage, exchange
         and clearance fees                                   31,566                     29,746
      Communications                                          24,556                     22,498
      Occupancy                                               21,346                     21,146
      Depreciation and amortization                           19,968                     16,276
      Advertising and market development                      14,756                     12,524
      Data processing and equipment                            7,555                      8,981
      Other expenses                                          46,048                     42,911
                                                    --------------------        --------------------
         Total expenses                                      510,167                    461,079
                                                    --------------------        --------------------

Income before provision for
      income taxes                                           178,517                    156,410
Provision for income taxes                                    70,068                     62,564
                                                    --------------------        --------------------

Net income                                           $       108,449            $        93,846
                                                    ====================        ====================

Net income applicable to common shares               $       102,418            $        87,636
                                                    ====================        ====================

Earnings per share (1)                               $          0.75            $          0.63
                                                    ====================        ====================

Weighted average common and
      common equivalent shares
      outstanding (1)                                    143,733,740                143,781,222
                                                    ====================        ====================

Cash dividends declared
      per common share                               $          0.15            $          0.15
                                                    ====================        ====================

(1)  Adjusted for 5% stock dividend declared on April 18, 1996.
</TABLE>

<PAGE>

<TABLE>
                                     THE BEAR STEARNS COMPANIES INC.
                                   CONSOLIDATED STATEMENTS OF INCOME
                                            (UNAUDITED)
<CAPTION>

                                                                      Three Months Ended
                                                        -----------------------------------------------
                                                           September 27,                June 30,
                                                                1996                      1996
                                                        ---------------------     ---------------------
                                                             (In thousands, except per share data)
<S>                                                      <C>                       <C>
Revenues
     Commissions                                         $       161,570           $      184,956
     Principal transactions                                      294,892                  355,869
     Investment banking                                          108,694                  225,179
     Interest and dividends                                      660,257                  627,508
     Other income                                                 10,740                    9,858
                                                        ---------------------     ---------------------
         Total Revenues                                        1,236,153                1,403,370
     Interest expense                                            547,469                  518,069
                                                        ---------------------     ---------------------
     Revenues, net of interest expense                           688,684                  885,301
                                                        ---------------------     ---------------------

Expenses
     Employee compensation and benefits                          344,372                  424,582
     Floor brokerage, exchange
         and clearance fees                                       31,566                   33,515
     Communications                                               24,556                   24,773
     Occupancy                                                    21,346                   21,811
     Depreciation and amortization                                19,968                   18,760
     Advertising and market development                           14,756                   15,965
     Data processing and equipment                                 7,555                    8,059
     Other expenses                                               46,048                   62,016
                                                        ---------------------     ---------------------
         Total expenses                                          510,167                  609,481
                                                        ---------------------     ---------------------

Income before provision for
     income taxes                                                178,517                  275,820
Provision for income taxes                                        70,068                  113,055
                                                        ---------------------     ---------------------

Net income                                               $       108,449           $      162,765
                                                        =====================     =====================

Net income applicable to
     common shares                                       $       102,418           $      156,729
                                                        =====================     =====================

Earnings per share                                       $          0.75           $         1.18
                                                        =====================     =====================

Weighted average common and
     common equivalent shares
     outstanding                                             143,733,740              138,485,068
                                                        =====================     =====================

Cash dividends declared
     per common share                                    $          0.15           $         0.15
                                                        =====================     =====================
</TABLE>



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