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) July 30, 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)
Item 5. Other Events.
Filed herewith is a copy of The Bear Stearns Companies Inc. (the
"Company") Press Release, dated July 30, 1996, announcing its earnings for
the quarter and fiscal year ended June 30, 1996 which includes the Unaudited
Consolidated Statements of Income for the Company for the three months and
fiscal year ended June 30, 1996 and the three months ended June 30, 1995 and
the Consolidated Statement of Income for the Company for the fiscal year ended
June 30, 1995. 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.
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 July 30, 1996.
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: July 30, 1996
THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
Exhibit Index
Exhibit No. Description Page
(99) Press Release, dated July 30, 1996
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 RECORD RESULTS FOR FOURTH
QUARTER AND FISCAL YEAR;
FISCAL YEAR ROE IS 25.6%;
ANNOUNCES STOCK REPURCHASE PLAN
New York, New York -- July 30, 1996 -- The Bear Stearns Companies Inc.
(NYSE:BSC) today announced record earnings for the company's fourth quarter and
fiscal year ended June 30, 1996.
Earnings per share for fiscal 1996 increased 112% to $3.43, versus $1.62
last year. Net income for the fiscal year ended June 30, 1996 increased 103.9%
to $490.6 million, from $240.6 million earned during the twelve months ended
June 30, 1995. Revenues, net of interest expense, for the fiscal year ended
June 30, 1996 were $3.0 billion, versus $2.1 billion last year.
Net income for the fourth quarter ended June 30, 1996 rose 81.9% to $162.8
million, or $1.18 per share, versus $89.5 million, or 62 cents per share, for
the comparable quarter last year. Revenues, net of interest expense, for the
fourth quarter of fiscal 1996 were $885.3 million, versus $626.5 million for the
fourth quarter a year ago. Fiscal year 1996 fourth-quarter investment banking
revenues and commissions reached record levels for the firm.
President and Chief Executive Officer James E. Cayne commented, "We are
extremely pleased with the results for the fourth quarter and the fiscal year.
We are also proud of all of our associates' integrated efforts which made these
results possible. Profits have increased consecutively for the past six
quarters and revenues continue to reflect a balanced mix of businesses. Strong
momentum in the equity markets and the relatively favorable interest-rate
environment during fiscal year 1996 contributed to our solid performance --
producing a return on equity of 25.6%."
"Our unwavering commitment to investment banking has resulted in Bear
Stearns' participation in some of the year's more prominent financings and
advisory assignments for companies such as Cablevision, Chrysler, Guangshen
Railway, Lockheed Martin, NYNEX, Time Warner and Walt Disney. Bear Stearns'
correspondent clearing operation set new records. By all measurements,
including margin balances, securities borrowed for short selling accounts and
the average number of transactions processed daily, our clearing business
soared, solidifying our presence in this competitive sector."
Contributions were made by all areas of the firm and are reflected in the
performance for the fourth quarter and fiscal year (compared to the prior year
periods) as follows:
- Investment banking revenues reached a record $225 million for the fourth
quarter, a 95% increase over the fourth quarter a year ago, reflecting
increases in high yield and equity underwriting and continued strength in
merger and acquisition activity. Investment banking revenues were up 74%
to $607 million for the fiscal year.
- Principal transactions revenues increased 34% to $356 million for the
fourth quarter, primarily attributable to gains in high yield, OTC,
derivatives, mortgage-backed and asset-backed trading, as well as other
areas. Principal transactions revenues were up 47% to $1.2 billion for
the fiscal year.
- Commission revenues rose 22% to $185 million for the fourth quarter and
rose 26% to $687 million for the fiscal year, reflecting strong
contributions from our institutional and private client salesforces
together with increased volumes in equity markets.
- Compensation as a percentage of net revenues declined to 47.96% from
52.03% for the fourth quarter versus the prior year's quarter, and
declined to 49.27% from 52.07% for the 1996 fiscal year versus the 1995
fiscal year.
Stock Repurchase Plan Announced
Bear Stearns also announced the adoption of a Stock Repurchase Plan for the
purchase of up to $250 million of common stock from time to time in the open
market or otherwise at prices then prevailing. Purchases of shares under the
Stock Repurchase Plan will be in addition to any shares regularly purchased
under the company's Capital Accumulation Plan for senior managing directors.
The company stated that it believes its common stock represents an
appropriate investment and that it is, therefore, in the best interests of the
company to repurchase shares by utilizing existing surplus. Any shares
purchased under the Stock Repurchase Plan will be held in the treasury of the
company for possible future issuance for valid corporate purposes.
Quarterly Cash Dividends Declared
The Board of Directors declared a regular quarterly cash dividend of 15
cents per share on the outstanding shares of common stock, payable on August 30,
1996 to shareholders of record on August 16, 1996. The board also declared a
quarterly cash dividend of 71 1/4 cents per share on the outstanding shares of
adjustable rate cumulative preferred stock, payable October 15, 1996 to
shareholders of record on September 30, 1996. In addition, the board declared a
quarterly cash dividend of $3.94 per share on the outstanding shares of 7.88%
cumulative preferred stock, which is equivalent to 49 1/4 cents per related
depositary share, and a quarterly cash dividend of $3.80 per share on the
outstanding shares of 7.60% cumulative preferred stock, which is equivalent to
47 1/2 cents per related depositary share, both payable October 15, 1996 to
shareholders of record on September 30, 1996.
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 and asset
management. Through Bear, Stearns Securities Corp., it offers professional and
correspondent clearing, including securities lending and custody services.
Headquartered in New York City, the company has over 7,700 employees located in
domestic offices in Atlanta, Boston, Chicago, Dallas, Los Angeles, San Francisco
and Washington, D.C.; and an international presence in Beijing, Buenos Aires,
Geneva, Hong Kong, London, Madrid, Manila, Paris, Sao Paulo, Shanghai, Singapore
and Tokyo. As of June 30, 1996, total capital, including stockholders' equity
and long-term borrowings, was $8.9 billion. Book value as of June 30, 1996 was
$16.83 per share, based on 144,071,156 shares outstanding.
Financial Statements Attached
<TABLE>
THE BEAR STEARNS COMPANIES INC.
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
Three Months Ended Fiscal Year Ended
(Unaudited) (Unaudited)
June 30, June 30, June 30, June 30,
1996 1995(1) 1996 1995(1)
(In thousands, except share data)
<S> <C> <C> <C> <C>
Revenues
Commissions $ 184,956 $ 151,031 $ 686,548 $ 546,939
Principal transactions 355,869 264,990 1,239,697 842,575
Investment banking 225,179 115,643 607,338 348,886
Interest and dividends 627,508 551,270 2,393,266 1,987,297
Other income 9,858 8,058 37,014 27,875
Total revenues 1,403,370 1,090,992 4,963,863 3,753,572
Interest expense 518,069 464,494 1,981,171 1,678,515
Revenues, net of
interest expense 885,301 626,498 2,982,692 2,075,057
Non-interest expenses
Employee compensation
and benefits 424,582 325,956 1,469,448 1,080,487
Floor brokerage, exchange
and clearance fees 33,515 30,305 129,509 109,040
Communications 24,773 21,401 92,827 85,711
Occupancy 21,811 21,276 85,899 83,247
Depreciation and
amortization 18,760 15,882 69,878 59,274
Advertising and market
development 15,965 13,971 56,797 57,036
Data processing and
equipment 8,059 8,265 34,305 33,650
Other expenses 62,016 45,115 209,103 178,530
Total non-interest
expenses 609,481 482,171 2,147,766 1,686,975
Income before provision
for income taxes 275,820 144,327 834,926 388,082
Provision for income taxes 113,055 54,844 344,288 147,471
Net income $ 162,765 $ 89,483 $ 490,638 $ 240,611
Net income applicable to
common shares $ 156,729 $ 83,215 $ 466,145 $ 215,474
Earnings per share (2) $ 1.18 $ 0.62 $ 3.43 $ 1.62
Weighted average common
and common equivalent
shares outstanding (2) 138,485,068 139,805,097 141,766,713 140,719,983
Cash dividends declared
per common share $ 0.15 $ 0.15 $ 0.60 $ 0.60
<F1>
(1) Restated to conform prior period amounts to current period's presentation.
<F2>
(2) Adjusted for 5% stock dividend declared on April 18, 1996.
</TABLE>
<TABLE>
THE BEAR STEARNS COMPANIES INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
Three Months Ended
June 30, March 29,
1996 1996
(In thousands, except share data)
<S> <C> <C>
Revenues
Commissions $ 184,956 $ 183,182
Principal transactions 355,869 353,073
Investment banking 225,179 144,357
Interest and dividends 627,508 604,777
Other income 9,858 10,607
Total revenues 1,403,370 1,295,996
Interest expense 518,069 503,754
Revenues, net of
interest expense 885,301 792,242
Non-interest expenses
Employee compensation
and benefits 424,582 392,442
Floor brokerage, exchange
and clearance fees 33,515 35,461
Communications 24,773 23,149
Occupancy 21,811 21,686
Depreciation and
amortization 18,760 17,495
Advertising and market
development 15,965 13,926
Data processing and
equipment 8,059 8,559
Other expenses 62,016 57,709
Total non-interest
expenses 609,481 570,427
Income before provision
for income taxes 275,820 221,815
Provision for income taxes 113,055 92,944
Net income $ 162,765 $ 128,871
Net income applicable to
common shares $ 156,729 $ 122,824
Earnings per share (1) $ 1.18 $ 0.90
Weighted average common
and common equivalent
shares outstanding (1) 138,485,068 141,240,431
Cash dividends declared
per common share $ 0.15 $ 0.15
<F1>
(1) Adjusted for 5% stock dividend declared on April 18, 1996.
</TABLE>
