================================================================================
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): August 13, 1997
THE BEAR STEARNS COMPANIES INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-8989 13-3286161
- ------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
245 PARK AVENUE, NEW YORK, NEW YORK 10167
- ------------------------------------------------ ---------
(Address of Principal Executive Offices) (Zip Code)
(212) 272-2000
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
NYFS04...:\25\22625\0122\1324\FRM7097W.240
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is incorporated by reference into the
Registration Statement on Form S-3 (Registration No. 333- 31277 as an exhibit to
such Registration Statement:
8 -- Opinion of Weil, Gotshal & Manges LLP as to tax
matters.(1)
23(c) -- Consent of Weil, Gotshal & Manges LLP (included
in Exhibit 8 hereto).
--------------------
(1) Filed herewith.
<PAGE>
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 hereunto duly authorized.
THE BEAR STEARNS COMPANIES INC.
Date: August 14, 1997 By: /s/ Samuel L. Molinaro, Jr.
---------------------------
Samuel L. Molinaro, Jr.
Senior Vice President- Finance
and Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No.: Description: Page No.:
- ------------ ------------ ---------
8 Opinion of Weil, Gotshal & 5
Manges LLP as to tax matters.
23(c) Consent of Weil, Gotshal & -
Manges LLP (included in Exhibit
8 hereto).
EXHIBIT 8
Weil, Gotshal & Manges LLP Letterhead
August 14, 1997
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10157
Ladies and Gentlemen:
We have acted as United States counsel to The Bear Stearns Companies Inc.
(the "Company") in connection with its Medium Term Note Program pursuant to
which the Company may from time to time issue Medium Term Notes, Series B ("The
Notes") in an aggregate principal amount at any one time outstanding of up to
U.S. $5,180,520,162 (or an equivalent amount in other currencies).
In formulating our opinion as to the matters certified, we have examined
such documents as we have deemed appropriate, including the Prospectus dated
August 13, 1997 (the "Prospectus") and the Prospectus Supplement dated August
13, 1997 (the "Prospectus Supplement"). We have also obtained such additional
information as we have deemed relevant and necessary through consultation with
various officers and representatives of the Company.
The description of the Notes contained in the Prospectus and Prospectus
Supplement is incorporated herein by reference.
Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the statements under the caption "Certain United
States Federal Income Tax Consequences" in the Prospectus Supplement, insofar as
they relate to the provisions of the United States federal income tax law
therein described and subject to the limitations set forth therein, are accurate
in all material respects.
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.
<PAGE>
August 14, 1997
Page 2
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the aforesaid Prospectus and 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,
WEIL, GOTSHAL & MANGES LLP
