BEAR STEARNS COMPANIES INC
8-K, 1997-10-16
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 14, 1997



                   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 14, 1997,  announcing its earnings for the quarter
ended September 26, 1997 which includes the Unaudited Consolidated Statements of
Income  for the  Company  for the three  months  ended  September  26,  1997 and
September  27,  1996,  and the three  months  ended  June 30,  1997.  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 14, 1997.


<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 14, 1997


<PAGE>




                       THE BEAR STEARNS COMPANIES INC.

                                 FORM 8-K

                              CURRENT REPORT

                               Exhibit Index


Exhibit No.               Description                                 Page

(99)                     Press Release, dated October 14, 1997

<PAGE>







For Immediate Release


Contact:          Hannah Burns      (212) 272-2395
                  Maura Gaenzle     (212) 272-4445
                  Ellen Glickman    (212) 272-8188


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

New York,  New York --  October  14,  1997 -- The Bear  Stearns  Companies  Inc.
(NYSE:BSC) today announced earnings for the company's first fiscal quarter ended
September 26, 1997.

         Net income for the first quarter of fiscal 1998 was $161.6 million,  or
$1.11 per share,  up 49.0% from $108.5 million,  or 72 cents per share,  for the
comparable  quarter last year. The company's  after-tax  return on common equity
for the trailing 12-month period ended September 26, 1997 was 25.0%.

         Revenues,  net of interest expense, for the quarter ended September 26,
1997  were  $996.1  million,  a  44.6%  increase  from  $688.7  million  for the
comparable quarter a year ago.

         Commenting on the results,  President and Chief Executive Officer James
E. Cayne said,  "We saw  continued  momentum  following  our record  fiscal 1997
results.  Strong  performances  were  reported  across all  business  areas with
results  significantly  better  than the prior  year  quarter.  Dynamic  markets
contributed  to increases in equity  underwriting  and the trading of equity and
fixed income securities,  and a favorable interest rate environment continued to
fuel our  mergers and  acquisitions  activities.  While we are pleased  with the
magnitude  of the  results,  we are  equally  pleased  with the  quality  of our
earnings which span all of the firm's core businesses."

         "During  the quarter we  announced  plans to develop a new site for our
worldwide  headquarters  in New York City.  We are very excited about the firm's
plans to build a technologically  sophisticated,  'smart' office tower that will
accommodate  our  continued  growth  and  expansion  into the 21st  century.  By
improving  efficiency and productivity we will be able to serve our clients more
effectively in the global marketplace."

Highlights  of the current  period  compared to the first quarter of fiscal 1997
include:
     Commission  revenues  rose 32.1% to a record  $213.4  million,  reflecting
     increases in the firm's  institutional  equities,  private client services,
     and securities clearance revenues.
      
     Investment  banking  revenues rose 101.8% to $219.3  million,  the upswing
     primarily  attributable to equity and high yield  underwritings and mergers
     and acquisitions activities.
      
     Principal  transactions  revenues increased 32.8% to $391.5 million,  with
     significant increases in the derivatives and high yield areas.
      
     Net  interest  profits  were the  best-ever,  increasing  30.9% to  $147.7
     million,  as the firm's customer margin balances  continued to reach record
     levels.
      
     Compensation as a percentage of net revenues was 50.1% versus 50.0%.

Annual  Meeting  

The Bear Stearns Companies Inc. 1997 Annual Meeting of Stockholders will be held
on Monday,  October 27, 1997, 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,  private  client
services,  derivatives,  foreign  exchange and futures sales and trading,  asset
management,  and custody services.  Through Bear,  Stearns  Securities Corp., it
offers professional and correspondent  clearing,  including  securities lending.
Headquartered  in New York City, the company has  approximately 8,500 employees
located in domestic offices in Atlanta,  Boston,  Chicago,  Dallas, Los Angeles,
and San  Francisco;  and an  international  presence in Beijing,  Buenos  Aires,
Dublin,   Geneva,  Hong  Kong,  London,  Lugano,  Paris,  Sao  Paulo,  Shanghai,
Singapore,  and  Tokyo.  As of  September  26,  1997  total  capital,  including
stockholders' equity and long-term borrowings,  was $13.3 billion. Book value as
of  September  26,  1997 was  $20.52  per  share,  based on  151,563,065  shares
outstanding.

                                                      - 30 -
                          Financial Statements Attached



<PAGE>
<TABLE>


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

                                                                                        Three Months Ended
                                                                           ----------------------------------------------
                                                                             September 26,                September 27,
                                                                                 1997                         1996
                                                                           ------------------            ----------------
                                                                               (In thousands, except per share data)
<S>                                                                          <C>                           <C>
Revenues       
             Commissions                                                     $       213,444                $    161,570
             Principal transactions                                                  391,514                     294,892
             Investment banking                                                      219,328                     108,694
             Interest and dividends                                                  964,571                     660,257
             Other income                                                             24,148                      10,740
                                                                           ------------------            ----------------
                          Total Revenues                                           1,813,005                   1,236,153
             Interest expense                                                        816,915                     547,469
                                                                           ------------------            ----------------
             Revenues, net of interest expense                                       996,090                     688,684
                                                                           ------------------            ----------------

Expenses
             Employee compensation and benefits                                      499,197                     344,372
             Floor brokerage, exchange
              and clearance fees                                                      39,585                      31,566
             CommunicationS                                                           28,133                      24,556
             Occupancy                                                                23,546                      21,346
             Depreciation and amortization                                            26,017                      19,968
             Advertising and market development                                       15,954                      14,756
             Data processing and equipment                                            12,234                       7,555
             Other expenses                                                           84,286                      46,048
                                                                           ------------------            ----------------
                          Total expenses                                             728,952                     510,167
                                                                           ------------------            ----------------

Income before provision for
 income taxes                                                                        267,138                     178,517
Provision for income taxes                                                           105,520                      70,068
                                                                           ------------------            ----------------

Net income                                                                   $       161,618                $    108,449
                                                                           ==================            ================

Net income applicable to
 common shares                                                               $       155,693                $    102,418
                                                                           ==================            ================

Earnings per share (1)                                                                  1.11                        0.72
                                                                           ==================            ================

Weighted average common and
 common equivalent shares
 outstanding (1)                                                                 152,011,423                 150,920,427
                                                                           ==================            ================

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

(1)  Adjusted for the 5% stock dividend.


</TABLE>
<PAGE>
<TABLE>


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

                                                                                        Three Months Ended
                                                                           ----------------------------------------------
                                                                             September 26,                  June 30,
                                                                                 1997                         1997
                                                                           ------------------            ----------------
                                                                                 (In thousands,except per share data)
<S>                                                                          <C>                            <C>
Revenues
             Commissions                                                     $       213,444                $    195,372
             Principal transactions                                                  391,514                     439,865
             Investment banking                                                      219,328                     182,711
             Interest and dividends                                                  964,571                     939,900
             Other income                                                             24,148                      15,446
                                                                           ------------------            ----------------
                          Total Revenues                                           1,813,005                   1,773,294
             Interest expense                                                        816,915                     810,663
                                                                           ------------------            ----------------
             Revenues, net of interest expense                                       996,090                     962,631
                                                                           ------------------            ----------------

Expenses
             Employee compensation and benefits                                      499,197                     461,138
             Floor brokerage, exchange
              and clearance fees                                                      39,585                      38,611
             Communications                                                           28,133                      27,507
             Occupancy                                                                23,546                      22,470
             Depreciation and amortization                                            26,017                      25,768
             Advertising and market development                                       15,954                      22,436
             Data processing and equipment                                            12,234                      10,840
             Other expenses                                                           84,286                      85,018
                                                                           ------------------            ----------------
                          Total expenses                                             728,952                     693,788
                                                                           ------------------            ----------------

Income before provision for
 income taxes                                                                        267,138                     268,843
Provision for income taxes                                                           105,520                     105,955
                                                                           ------------------            ----------------

Net income                                                                   $       161,618                $    162,888
                                                                           ==================            ================

Net income applicable to
 common shares                                                               $       155,693                $    156,954
                                                                           ==================            ================

Earnings per share                                                           $          1.11                $       1.15
                                                                           ==================            ================

Weighted average common and
 common equivalent shares
 outstanding                                                                     152,011,423                 144,842,307
                                                                           ==================            ================

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

</TABLE>


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