BEAR STEARNS COMPANIES INC
8-K, 1998-01-21
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                               FORM 8-K

                Pursuant to Section 13 or 15 (d) of
                The Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported) January 15, 1998



                    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.'s ( the "Company")
Press Release, dated January 15, 1998, announcing its earnings for the three and
six months ended  December 31, 1997 which  includes the  Unaudited  Consolidated
Statements of Income for the Company for the three and six months ended December
31, 1997 and December 31, 1996,  and the three months ended  September 26, 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 January 15, 1998.

<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:   January 21, 1998



<PAGE>



                         THE BEAR STEARNS COMPANIES INC.

                                    FORM 8-K

                                 CURRENT REPORT


                                  EXHIBIT INDEX


Exhibit No.                         Description

(99)                       Press Release, dated January 15, 1998




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 RESULTS FOR
                           FISCAL 1998 SECOND QUARTER;
                       FISCAL YEAR-TO-DATE EARNINGS UP 13%

New York, New York -- January 15, 1998 -- The Bear Stearns Companies Inc. (NYSE:
BSC) today  announced  earnings for the company's  second  fiscal  quarter ended
December 31, 1997.

Net income for the second quarter of fiscal 1998 was $160.2 million or $1.11 per
share, a 9.2% decrease in net income from $176.5 million or $1.21 per share for
the comparable quarter last year. The annualized return on common equity for the
quarter was 21.5%.

Net income for the first six months of fiscal  1998 was $321.8 million or $2.22
per share, a 12.9% increase in net income from $285.0 million or $1.92 per share
for the comparable period a year ago. The annualized return on common equity for
the six months ended December 31, 1997 was 21.9%.

Revenues,  net of interest expense, for the quarter ended December 31, 1997 were
$1.1 billion,  a 14.2% increase from $940.1 million for the comparable quarter a
year ago. For the six months ended December 31, 1997, revenues,  net of interest
expense, were $2.1 billion, a 27.1% increase from $1.6 billion a year ago.

President  and  Chief  Executive  Officer  James E.  Cayne  commented,  "We just
completed a very challenging  quarter and are extremely  pleased with the strong
results of our major business segments.  Despite an environment characterized by
volatile equity and fixed income markets,  largely  stemming from the turbulence
in Asia, we were able to sustain our high levels of profitability."

"The results in certain areas,  notably  investment  banking's  record revenues,
were  particularly  impressive,  as this  franchise  continues  to grow and gain
market share. We believe that the revenues  generated by investment banking this
quarter are a  manifestation  of our  commitment to build this important part of
our business."

Highlights of the quarter's results follow:  

Commission  revenues for the second  quarter of fiscal 1998 rose 25.6% to $230.5
million from $183.6  million a year ago.  Principal  transactions  revenues were
$390.5  million,  a 9.0%  decrease  from  the  comparable  quarter  a year  ago.
Investment  banking  revenues  increased  52.3% to $278.9  million  from  $183.1
million for the second quarter of fiscal 1997. Net interest revenues were $162.0
million,  a 25.4%  increase from $129.2  million a year ago.  Compensation  as a
percentage  of net revenues for the quarter was 49.9%.  For the six months ended
December 31, 1997, compensation as a percentage of net revenues was 50.0%.

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  8,700 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  December  31,  1997  total  capital,  including
stockholders' equity and long-term borrowings,  was $14.8 billion. Book value as
of  December  31,  1997  was  $21.43  per  share,  based on  151,567,190  shares
outstanding.


                                                                 

                          Financial Statements Attached
<PAGE>
<TABLE>
                                         THE BEAR STEARNS COMPANIES INC.
                                        CONSOLIDATED STATEMENTS OF INCOME
                                                 (UNAUDITED)
<CAPTION>
                                                   Three Months Ended                          Six Months Ended
                                         ---------------------------------------    ---------------------------------------
                                          December 31,           December 31,        December 31,           December 31,
                                              1997                   1996                1997                   1996
                                         ----------------       ----------------    ----------------       ----------------
                                                               (In thousands, except per share data)
<S>
Revenues                                 <C>                    <C>                 <C>                    <C>
     Commissions                         $       230,496        $       183,584     $       443,940        $       345,154
     Principal transactions                      390,512                429,239             782,026                724,131
     Investment banking                          278,884                183,138             498,212                291,832
     Interest and dividends                    1,081,298                745,610           2,045,869              1,405,867
     Other income                                 11,877                 14,959              36,025                 25,699
                                         ----------------       ----------------    ----------------       ----------------
        Total Revenues                         1,993,067              1,556,530           3,806,072              2,792,683
     Interest expense                            919,304                616,396           1,736,219              1,163,865
                                         ----------------       ----------------    ----------------       ----------------
     Revenues, net of interest expense         1,073,763                940,134           2,069,853              1,628,818
                                         ----------------       ----------------    ----------------       ----------------

Expenses
     Employee compensation and benefits          535,793                456,825           1,034,990                801,197
     Floor brokerage, exchange
        and clearance fees                        43,522                 34,447              83,107                 66,013
     Communications                               28,824                 24,778              56,957                 49,334
     Depreciation and amortization                27,427                 21,450              53,444                 41,418
     Occupancy                                    25,387                 21,945              48,933                 43,291
     Advertising and market development           20,057                 16,683              36,011                 31,439
     Data processing and equipment                12,460                  8,206              24,694                 15,761
     Other expenses                              120,688                 65,245             204,974                111,293
                                         ----------------       ----------------    ----------------       ----------------
        Total expenses                           814,158                649,579           1,543,110              1,159,746
                                         ----------------       ----------------    ----------------       ----------------

Income before provision for
     income taxes                                259,605                290,555             526,743                469,072
Provision for income taxes                        99,383                114,043             204,903                184,111
                                         ----------------       ----------------    ----------------       ----------------

Net income                               $       160,222        $       176,512     $       321,840        $       284,961
                                         ================       ================    ================       ================

Net income applicable to
     common shares                       $       154,299        $       170,573     $       309,991        $       272,991
                                         ================       ================    ================       ================

Earnings per share (1)                   $          1.11        $          1.21     $          2.22        $          1.92
                                         ================       ================    ================       ================

Weighted average common and
     common equivalent shares
     outstanding (1)                         152,312,886            148,780,833         152,757,258            149,826,973
                                         ================       ================    ================       ================

Cash dividends declared
     per common share
                                         $          0.15        $          0.15     $          0.30        $          0.30
                                         ================       ================    ================       ================

(1)  Adjusted for 5% stock dividend declared through January 29, 1997.

</TABLE>




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

<CAPTION>


                                                               Three Months Ended
                                                  ----------------------------------------------
                                                     December 31,              September 26,
                                                         1997                      1997
                                                  --------------------      --------------------
                                                       (In thousands, except per share data)
<S>                                                 <C>                       <C>
Revenues
     Commissions                                    $         230,496         $         213,444
     Principal transactions                                   390,512                   391,514
     Investment banking                                       278,884                   219,328
     Interest and dividends                                 1,081,298                   964,571
     Other income                                              11,877                    24,148
                                                  --------------------      --------------------
         Total Revenues                                     1,993,067                 1,813,005
     Interest expense                                         919,304                   816,915
                                                  --------------------      --------------------
     Revenues, net of interest expense                      1,073,763
                                                                                        996,090
                                                  --------------------      --------------------

Expenses
     Employee compensation and benefits
                                                              535,793                   499,197
     Floor brokerage, exchange
         and clearance fees                                    43,522                    39,585
     Communications                                            28,824                    28,133
     Depreciation and amortization                             27,427                    26,017
     Occupancy                                                 25,387                    23,546
     Advertising and market development                        20,057                    15,954
     Data processing and equipment                             12,460                    12,234
     Other expenses                                           120,688                    84,286
                                                  --------------------      --------------------
         Total expenses                                       814,158                   728,952
                                                  --------------------      --------------------

Income before provision for
     income taxes                                             259,605                   267,138
Provision for income taxes                                     99,383                   105,520
                                                  --------------------      --------------------

Net income                                          $         160,222         $         161,618
                                                  ====================      ====================

Net income applicable to
     common shares                                  $         154,299         $         155,693
                                                  ====================      ====================

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

Weighted average common and
     common equivalent shares
     outstanding                                          152,312,886               152,011,423
                                                  ====================      ====================

Cash dividends declared
     per common share                                            0.15                      0.15
                                                  ====================      ====================
</TABLE>



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