As filed with the Securities and Exchange Commission on June 29, 1998
Registration No. 333-57083
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
THE BEAR STEARNS COMPANIES INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3286161
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification No.)
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(212) 272-2000
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
WILLIAM J. MONTGORIS
CHIEF OPERATING OFFICER
THE BEAR STEARNS COMPANIES INC.
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(212) 272-2000
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
DENNIS J. BLOCK, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plan, please check the following box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plan, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]__________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JUNE 29, 1998
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.
<PAGE>
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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.
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JUNE , 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
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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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<PAGE>
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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<PAGE>
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
5
<PAGE>
<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 3,077 *
24 Greenbriar Lane
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
</TABLE>
6
<PAGE>
<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>
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>
7
<PAGE>
----------------------
* 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.
8
<PAGE>
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.
9
<PAGE>
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.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses in connection with the
issuance and distribution of the securities being registered. All amounts shown
are estimated, except the SEC registration fee.
SEC registration fee ................................................... $17,623
Accounting fees......................................................... 5,000
Legal fees and expenses................................................. 10,000
Miscellaneous........................................................... 1,377
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Total $34,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to section 145 of the Delaware General Corporation
Law which provides for indemnification of directors and officers in certain
circumstances.
Article VIII of the registrant's Restated Certificate of Incorporation
provides for indemnification of directors and officers of the registrant against
certain liabilities incurred as a result of their duties as such and also
provides for the elimination of the monetary liability of directors for certain
actions as such. The registrant's Restated Certificate of Incorporation, as
amended, is filed as Exhibit 4(a)(1) to this Registration Statement.
The registrant has in effect reimbursement insurance for directors' and
officers' liability claims and directors' and officers' liability insurance
indemnifying, respectively, the registrant and its directors and officers within
specific limits for certain liabilities incurred by them, subject to the
conditions and exclusions and deductible provisions of the policies.
For the undertaking with respect to indemnification, see Item 17
herein.
ITEM 16. EXHIBITS.
4(a)(1) -- Restated Certificate of Incorporation of the Registrant.*
4(a)(2) -- Certificate of Stock Designation relating to the
Registrant's Adjustable Rate Cumulative Preferred Stock,
Series A (incorporated by reference to Exhibit 4(a)(6) to
the Registration Statement on Form S-8 (File No.
33-49979)).
4(a)(3) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series B
(incorporated by reference to Exhibit 4(a)(12) to the
Registration Statement on Form S-8 (File No. 33-49979)).
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<PAGE>
4(a)(4) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series C
(incorporated by reference to Exhibit 4(a)(13) to the
Registration Statement on Form S-8 (File No. 33-49979)).
4(a)(5) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series E
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on January 14,
1998).
4(a)(6) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series F
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on April 20,
1998).
4(a)(7) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series G
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on June 18, 1998).
4(b) -- Amended and Restated By-laws of the Registrant (filed as
Exhibit (3)(b) to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December 31, 1997).
5 -- Opinion of Weil, Gotshal & Manges LLP.**
23(a) -- Consent of Deloitte & Touche LLP.*
23(b) -- Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5).
24 -- Power of attorney (included in the signature pages to the
Registration Statement).*
- -------------------------
* Previously filed
** Filed herewith
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the Prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered), and any deviation from the low or high and of
the estimated maximum offering range, may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
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<PAGE>
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the Securities offered therein, and the
offering of such Securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the Securities being registered hereby which remain unsold at the
termination of the offering.
(d) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions referred to in Item 15 of this
registration statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered hereby, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant hereby certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 29th day of June, 1998.
THE BEAR STEARNS COMPANIES INC.
By: /s/ William J. Montgoris
------------------------------------
William J. Montgoris
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ------ ----
<S> <C> <C>
- ---------------------------------- Chairman of the Board and Director , 1998
Alan C. Greenberg
* President and Chief June 29, 1998
- ----------------------------------
James E. Cayne Executive Officer (Principal Executive
Officer); Director
- ---------------------------------- Director , 1998
Carl D. Glickman
* Director June 29, 1998
- ----------------------------------
Donald J. Harrington
* Director June 29, 1998
- ----------------------------------
William L. Mack
- ---------------------------------- Director , 1998
Frank T. Nickell
II-4
<PAGE>
- ---------------------------------- Director , 1998
Frederic V. Salerno
* Director June 29, 1998
- ----------------------------------
Vincent Tese
* Director June 29, 1998
- ----------------------------------
Fred Wilpon
* Senior Vice President- June 29, 1998
- ----------------------------------
Samuel L. Molinaro Jr. Finance and
Chief Financial Officer
(Principal Accounting
Officer and Principal
Financial Officer)
</TABLE>
/s/ William J. Montgoris
- -----------------------------------------
William J. Montgoris
Attorney-in-Fact
II-5
NYFS04...:\25\22625\0110\1324\FRM5288L.20H
<PAGE>
Exhibit Index
Exhibit
Number Description
4(a)(1) -- Restated Certificate of Incorporation of the Registrant.*
4(a)(2) -- Certificate of Stock Designation relating to the
Registrant's Adjustable Rate Cumulative Preferred Stock,
Series A (incorporated by reference to Exhibit 4(a)(6) to
the Registration Statement on Form S-8 (File No. 33-49979)).
4(a)(3) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series B
(incorporated by reference to Exhibit 4(a)(12) to the
Registration Statement on Form S-8 (File No. 33-49979)).
4(a)(4) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series C
(incorporated by reference to Exhibit 4(a)(13) to the
Registration Statement on Form S-8 (File No. 33-49979)).
4(a)(5) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series E
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on January 14,
1998).
4(a)(6) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series F
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on April 20, 1998).
4(a)(7) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series G
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on June 18, 1998).
4(b) -- Amended and Restated By-laws of the Registrant (filed as
Exhibit (3)(b) to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December 31, 1997).
5 -- Opinion of Weil, Gotshal & Manges LLP.**
23(a) -- Consent of Deloitte & Touche LLP.*
23(b) -- Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 5).
24 -- Power of attorney (included in the signature pages to the
Registration Statement).*
- --------------------------
* Previously filed
** Filed herewith
EXHIBIT 5
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY COMPANY INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
FAX: (212) 310-8007
June 26, 1998
The Board of Directors
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We have acted as counsel to The Bear Stearns Companies Inc.
(the "Company") in connection with the preparation and filing by the Company
with the Securities and Exchange Commission of a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended,
with respect to the registration of up to 1,121,206 shares of common stock, par
value $1.00 per share, of the Company (the "Shares") to be sold by the Selling
Shareholders enumerated in the Prospectus constituting part of the Registration
Statement. The Shares are being acquired by the Selling Shareholders under the
Company's Capital Accumulation Plan for Senior Managing Directors (the "Plan").
In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Registration Statement, the
Prospectus that is a part of the Registration Statement, the Plan, and such
corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of officers and representatives of the
Company, and have made such inquiries of such officers and representatives, as
we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. We have
<PAGE>
The Board of Directors
The Bear Stearns Companies Inc.
June 26, 1998
Page 2
further assumed that all documents examined by us in the form of drafts will,
when executed by the requisite signatories thereto, conform in substance and
form in all material respects to the drafts that we have examined. As to all
questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers and representatives of the Company.
Based on the foregoing, we are of the opinion that the Shares,
when issued in accordance with the Plan, will be validly issued, fully paid and
non-assessable.
The opinions expressed herein are limited to the laws of the
State of New York, the corporate laws of the State of Delaware and the federal
laws of the United States, and we express no opinion as to the effect on the
matters covered by this letter of the laws of any other jurisdiction.
We consent to the use of this letter as an exhibit to the
Registration Statement and to any and all references to our firm in the
Prospectus.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
NYFS04...:\25\22625\0110\1324\LTR6188P.480
