Rule 424(b)(3)
File No. 333-57083
PROSPECTUS
THE BEAR STEARNS COMPANIES INC.
COMMON STOCK (PAR VALUE $1.00 PER SHARE)
1,121,206 SHARES OF COMMON STOCK UNDER THE BEAR STEARNS COMPANIES INC.
CAPITAL ACCUMULATION PLAN FOR SENIOR MANAGING DIRECTORS
This Prospectus is being used in connection with the offering from time to
time by certain former employees (the "Selling Shareholders") of The Bear
Stearns Companies Inc., a Delaware corporation (the "Company"), and/or its
subsidiaries, of up to 1,121,206 shares (the "Shares") of common stock, par
value $1.00 per share, of the Company (the "Common Stock"), which have been
acquired by them pursuant to the Company's Capital Accumulation Plan for Senior
Managing Directors (the "Plan"). Unless the context indicates or requires
otherwise, references in this Prospectus to the "Company" are to The Bear
Stearns Companies Inc.
and its subsidiaries.
The Shares are being sold by the Selling Shareholders acting as principals
for their own account. The Company will not be entitled to any of the proceeds
from such sales.
The Selling Shareholders or their pledgees, donees, transferees or other
successors in interest (including Bear, Stearns & Co. Inc. ("Bear Stearns") to
the extent that shares may be sold from a margin account) may sell the Shares
from time to time in one or more transactions (which may involve one or more
block transactions) on the New York Stock Exchange (the "NYSE"), in sales
occurring in the public market off such exchange, in privately negotiated
transactions, or in a combination of such transactions; each sale may be made
either at market prices prevailing at the time of such sale or at negotiated
prices; some or all of the Shares may be sold through brokers acting on behalf
of the Selling Shareholders or to dealers for resale by such dealers; and in
connection with such sales, such brokers or dealers may receive compensation in
the form of discounts, fees or commissions from the Selling Shareholders and/or
the purchasers of such shares for whom they may act as broker or agent (which
discounts, fees or commissions are not anticipated to exceed those customary in
the types of transactions involved). However, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
of 1933, as amended (the "Securities Act"), may be sold under Rule 144 rather
than pursuant to this Prospectus. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all brokerage
commissions and other expenses incurred by individual Selling Shareholders will
be borne by each such Selling Shareholder.
The Selling Shareholders and any dealer acting in connection with the
offering of any of the Shares or any broker executing selling orders on behalf
of the Selling Shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any profit on the sale of any or
all of the Shares by them and any discounts or concessions received by any such
brokers or dealers may be deemed to be underwriting discounts and commissions
under the Securities Act.
Bear Stearns and/or Bear, Stearns Securities Corp. ("BSSC"), subsidiaries
of the Company, may act as a broker on behalf of one or more of the Selling
Shareholders in connection with this offering and may receive fees or
commissions in connection therewith (which fees or commissions are not expected
to exceed those customary in the types of transactions involved). See "Plan of
Distribution."
The Common Stock is traded on the NYSE. On June 26, 1998, the closing
price of the Common Stock as reported on the NYSE Composite Tape was $58-9/16
per share.
NYFS04...:\25\22625\0110\1324\FRM6298R.150
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PRO-
SPECTUS OR ANY SUPPLEMENT HERETO. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
JUNE 29, 1998
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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SECURITIES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
TABLE OF CONTENTS
PAGE
Available Information..............................................3
Incorporation of Certain Documents by Reference....................4
The Company........................................................5
Selling Shareholders...............................................5
Plan of Distribution...............................................9
Experts............................................................9
Validity of Common Stock...........................................10
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company with the Commission can be inspected
and copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at its Regional
Offices located at the Citicorp Center, 5000 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, 13th Floor, New York, New
York 10048, and copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Such information may also be accessed electronically
by means of the Commission's home page on the Internet at http://www.sec.gov.
Reports, proxy statements and other information concerning the Company can also
be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act. This Prospectus omits
certain of the information contained in the Registration Statement in accordance
with the rules and regulations of the Commission. Reference is hereby made to
the Registration Statement and related exhibits for further information with
respect to the Company and the Shares. Statements contained herein concerning
the provisions of any document are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to Section 13 of the Exchange Act (File No. 1-8989) are incorporated herein by
reference: (i) the Annual Report on Form 10-K (including the portions of the
Company's Annual Report to Stockholders and Proxy Statement incorporated by
reference therein) for the fiscal year ended June 30, 1997 (the "1997 Form
10-K"), (ii) the Quarterly Reports on Form 10-Q for the quarters ended September
26, 1997, December 31, 1997 and March 27, 1998 and (iii) the Current Reports on
Form 8-K dated July 29, 1997, August 13, 1997, October 14, 1997, October 28,
1997, January 14, 1998, January 15, 1998, January 21, 1998, January 30, 1998,
April 1, 1998, April 1, 1998 (Form 8-K/A), April 6, 1998, April 15, 1998, June
10, 1998 and June 19, 1998. The description of the Common Stock, which is
registered under Section 12 of the Exchange Act, is set forth under the caption
"Description of Capital Stock" contained in the Company's Registration Statement
on Form 10, dated September 19, 1985, and is also hereby incorporated herein by
reference. All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all documents incorporated by reference into this Prospectus
except the exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to Corporate Communications Department, The Bear Stearns Companies
Inc., 245 Park Avenue, New York, New York 10167; telephone number (212)
272-2000.
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THE COMPANY
The Company is a holding company that, through its principal subsidiaries,
Bear, Stearns & Co. Inc. ("Bear Stearns") and Bear, Stearns Securities Corp.
("BSSC"), is a leading United States investment banking, securities trading and
brokerage firm serving corporations, governments, institutional and individual
investors worldwide. The business of the Company includes: market-making and
trading in corporate, United States Government, government-agency,
mortgage-related, asset-backed and municipal securities; trading in options,
futures, foreign currencies, interest-rate swaps and other derivative products;
securities and commodities arbitrage; securities, options and commodities
brokerage; underwriting and distributing securities; providing securities
clearance services; financing customer activities; securities lending; arranging
for the private placement of securities; assisting in mergers, acquisitions,
restructurings and leveraged transactions; providing other financial advisory
services; making principal investments in leveraged acquisitions; acting as
specialist on the floor of the New York Stock Exchange ("NYSE"); providing
fiduciary and other services, such as real estate brokerage, investment
management and investment advisory; and securities research.
The Company's business is conducted from its principal offices in New York
City; from domestic regional offices in Atlanta, Boston, Chicago, Dallas, Los
Angeles and San Francisco; from representative offices in Beijing, Geneva, Hong
Kong, Lugano and Shanghai; through international subsidiaries in Buenos Aires,
Dublin, Hong Kong, London, Paris, Sao Paulo, Singapore and Tokyo; and through
joint ventures with other firms in Belgium, Madrid, Paris and the Philippines.
The Company's foreign offices provide services and engage in investment
activities involving foreign clients and international transactions. The Company
provides trust-company services through its subsidiary, Custodial Trust Company,
located in Princeton, New Jersey.
Bear Stearns and BSSC are broker-dealers registered with the Commission.
They also are members of the NYSE, all other principal United States securities
and commodities exchanges, the National Association of Securities Dealers, Inc.
(the "NASD") and the National Futures Association. Bear Stearns is a "primary
dealer" in United States government securities, as designated by the Federal
Reserve Bank of New York.
The Company is incorporated in Delaware. The principal executive office of
the Company is located at 245 Park Avenue, New York, New York 10167; its
telephone number is (212) 272-2000.
SELLING SHAREHOLDERS
This Prospectus relates to shares of Common Stock that have been acquired
under the Plan by the Selling Shareholders.
The Selling Shareholders are former employees of the Company and were
Senior Managing Directors of Bear Stearns. The following table sets forth the
name and principal position or positions over the past three years with the
Company of each Selling Shareholder (other than such Selling Shareholder's prior
position as a Senior Managing Director of Bear Stearns) and (a) the number of
shares of Common Stock each Selling Shareholder beneficially owned as of June 5,
1998; (b) the number of shares of Common Stock acquired by each Selling
Shareholder pursuant to the Plan and being registered hereby, some or all of
which shares may be sold pursuant to this Prospectus; and (c) the number of
shares of Common Stock and the percentage, if 1% or more, of the total class of
Common Stock outstanding to be beneficially owned by each Selling Shareholder
following this offering, assuming the sale pursuant to this offering of all
Shares acquired by such Selling Shareholder pursuant to the Plan and registered
hereby. There is no assurance that any of the Selling Shareholders will sell any
or all of the Shares offered by them hereunder.
This table reflects all Selling Shareholders who are eligible to resell and
the number of Shares available to be resold by such Selling Shareholders
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<TABLE>
<CAPTION>
Selling Shareholders, Addresses of Shares Beneficially Owned
Selling Shareholders and Prior Shares Beneficially Shares Covered by After This Offering
Principal Positions with the Company Owned (1)(2)(3) this Prospectus Number Percent
----------------------------------- --------------- --------------- ------ -------
<S> <C> <C> <C>
Stephen Cunningham 60,771 57,694 *
24 Greenbriar Lane 3,077
Greenwich, CT 06831
Neil Eigen 13,051 13,051 0 0
143 N. Passaic Avenue
Chatham, NJ 07928
Kevin Finnerty 273,380 273,283 97 *
15 Middle Drive
Plandome, NY 11030
Peter Fox 2,215 2,097 118 *
1118 W. Armory Street
Champaign, IL 61821
N. Richard Greenfield 21,729 21,729 0 0
62 Parker Street
Norwell, MA 02061
Michael Hellenbrand 31,358 31,358 0 0
424 West End Avenue
Apartment 17B
New York, NY 10024
James Marver 2,465 2,465 0 0
c/o VantagePoint Venture Partners
1001 Bayhill Drive
Suite 140
Van Bruno, CA 94066
Vincent Mattone(4) 1,987,618 348,541 1,639,077 1.45%
12 Deep Hollow Drive
Locust, NJ 07760
Brian Murray 14,221 5,449 8,772 *
57 Fairway Terrace
Norwood, NJ 07648
John Otto, Jr. 17,522 17,522 0 0
375 Round Hill Road
Greenwich, CT 06831
R. Blaine Roberts 233,108 233,108 0 0
7100 Armat Drive
Behesda, MD 20817
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Selling Shareholders, Addresses of Shares Beneficially Owned
Selling Shareholders and Prior Shares Beneficially Shares Covered by This After This Offering
Principal Positions with the Company Owned (1)(2)(3) Prospectus Number Percent
----------------------------------- --------------- ---------- ------ -------
Peter Rothschild 31,443 28,986 2,457 *
50 East 89th Street
Apartment 20D
New York, NY 10128
Milton Rubin 11,403 11,340 63 *
98 Hill Drive
Oyster Bay, NY 11771
Greg Smith 58,973 58,973 0 0
c/o SG Capital
780 Third Avenue
New York, NY 10017
Nulsen Smith 15,140 15,140 0 0
41 Middlesex Road
Chestnut Hill, MA 02167
Greg Stoupnitzky 470 470 0 0
35 Seville Avenue
Rye, NY 10580
</TABLE>
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----------------------
* Less than one (1%) percent.
1. Nature of beneficial ownership is sole voting and investment power except
as indicated in subsequent notes.
2. Includes shares of Common Stock owned by the Selling Stockholders through
The Bear Stearns Companies Inc. Employee Stock Ownership Plan (the "ESOP").
Shares owned by the ESOP that are allocated to former employees' accounts
are voted on a "pass through" basis by the former employees to whose
accounts such shares are allocated. Shares not allocated to accounts and
allocated shares for which voting directions have not been received are
voted by the trustee of the ESOP in proportion to the manner in which
allocated shares are directed to be voted by participants in the ESOP.
3. Does not include an aggregate of 893,234 shares underlying units credited
under the Plan to the indicated individuals because such individuals
neither have the present ability to direct the vote nor the ability to
dispose of such shares and will not have such rights within 60 days.
4. Mr. Mattone also has a short position of 1,461,764 shares of Common Stock.
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PLAN OF DISTRIBUTION
The Shares are being sold by the Selling Shareholders acting as principals
for their own account. The Company will not be entitled to any proceeds from the
sale of any Shares sold by the Selling Shareholders as part of this offering.
The Selling Shareholders or their pledgees, donees, transferees or other
successors in interest (including Bear Stearns to the extent that shares may be
sold from a margin account) may sell the Shares from time to time in one or more
transactions (which may involve one or more block transactions) on the NYSE, in
sales occurring in the public market off such exchange, in privately negotiated
transactions, or in a combination of such transactions; each sale may be made
either at market prices prevailing at the time of such sale or at negotiated
prices; some or all of the Shares may be sold through brokers acting on behalf
of the Selling Shareholders or to dealers for resale by such dealers; and in
connection with such sales, such brokers or dealers may receive compensation in
the form of discounts, fees or commissions from the Selling Shareholders and/or
the purchasers of such shares for whom they may act as broker or agent (which
discounts, fees or commissions are not anticipated to exceed those customary in
the types of transactions involved). However, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus. All expenses
of registration incurred in connection with this offering are being borne by the
Company, but all brokerage commissions and other expenses incurred by individual
Selling Shareholders will be borne by each such Selling Shareholder.
The Selling Shareholders and any dealer acting in connection with the
offering or any broker executing selling orders on behalf of the Selling
Shareholders may be deemed to be "underwriters" within the meaning of the
Securities Act, in which event any profit on the sale of any or all of the
Shares by them and any discounts or concessions received by any such brokers or
dealers may be deemed to be underwriting discounts and commissions under the
Securities Act.
Any broker or dealer participating in any distribution of Shares in
connection with this offering may be deemed to be an "underwriter" within the
meaning of the Securities Act and may be required to deliver a copy of this
Prospectus, including a Prospectus Supplement, to any person who purchases any
of the Shares from or through such broker or dealer.
Bear Stearns may act as a broker on behalf of one or more of the Selling
Shareholders in connection with the offering of the Shares and may receive fees
or commissions in connection therewith (which fees or commissions are not
expected to exceed those customary in the types of transactions involved). Bear
Stearns is a member firm of the NASD and its activities in connection with the
offering will conform to the requirements set forth in Rule 2720 of the NASD
Conduct Rules.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold only through registered or licensed brokers
or dealers.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the Company's 1997
Annual Report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
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VALIDITY OF THE COMMON STOCK
The validity of the Common Stock will be passed upon for the Company by
Weil, Gotshal & Manges LLP, New York, New York.
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