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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): May 16, 1997
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THE BEAR STEARNS COMPANIES INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-8989 13-3286161
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(Commission File Number) (I.R.S. Employer Identification No.)
245 PARK AVENUE, NEW YORK, NEW YORK 10167
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(Address of Principal Executive Offices) (Zip Code)
(212) 272-2000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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Item 7. Financial Statements and Exhibits.
The following exhibits are incorporated by reference into the
Registration Statement on Form S-3 (Registration No. 333-17985) as exhibits to
such Registration Statement:
4(c)(1) -- Form of S&P 500 Linked Note due May __, 2003 (Incorporated
by reference to Exhibit 1.2 to the Registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission
on May 15, 1997).
8 -- Opinion of Weil, Gotshal & Manges LLP as to tax
matters.
23(c) -- Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 8 hereto).
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SIGNATURE
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 duly authorized.
THE BEAR STEARNS COMPANIES INC.
By: /s/ Samuel L. Molinaro, Jr.
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Name: Samuel L. Molinaro, Jr.
Title: Chief Financial Officer and
Senior Vice President - Finance
Date: May 16, 1997
2
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EXHIBIT INDEX
Exhibit No. Description
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4(c)(1) -- Form of S&P 500 Linked Note due May __, 2003 (Incorporated
by reference to Exhibit 1.2 to the Registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission
on May 15, 1997).
8 -- Opinion of Weil, Gotshal & Manges LLP as to tax
matters.
23(c) -- Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 8 hereto).
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE * NEW YORK, NEW YORK 10153-0119
(212) 310-8000
FAX: (212) 310-8007
May 16, 1997
The Board of Directors
The Bear Stearns Companies
245 Park Avenue
New York, NY 10167
Ladies and Gentlemen:
We have acted as special United States tax counsel to The Bear
Stearns Companies Inc. (the "Company") in connection with the issuance of
$4,800,000 principal amount of S&P 500 Linked Notes Due May 20, 2003 (the
"Notes") described in the prospectus supplement, dated May 16, 1997 (the
"Prospectus Supplement") to the prospectus dated January 22, 1997 (the
"Prospectus").
We have examined the Prospectus Supplement and have obtained such
additional information as we have deemed relevant and necessary through
consultation with various officers and representatives of the Company as we have
deemed relevant and necessary as a basis for the opinion hereinafter set forth.
As to all questions of fact material to this opinion that have not been
independently established, we have relied upon the representations, warranties
and covenants of the Company. We have further assumed that the Notes will
conform to any forms thereof that we have examined.
The description of the Notes contained in the Prospectus and
Prospectus Supplement are incorporated herein by reference.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the statements in the Prospectus Supplement
under the caption "Certain United States Federal Income Tax Considerations",
insofar as they relate to the provisions of United States federal income tax law
therein described, are accurate in all material respects.
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The Board of Directors
The Bear Stearns Companies Inc.
May 16, 1997
Page 2
The opinion herein is limited to the federal income tax laws of the
United States, and we express no opinion as to the effect on the matters covered
by this opinion of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the aforesaid Prospectus Supplement and
to the use of our name therein. We hereby further consent to the use of this
opinion as an exhibit to filings with the securities commissioners of various
states of the United States as required by the securities laws of such states.
This opinion is rendered solely for your benefit in connection with
the transactions described above. This opinion may not be used or relied upon by
any other person and may not be disclosed, quoted, filed with a governmental
agency or otherwise referred to without our prior written consent except as
noted above.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
