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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): August 26, 1998
The Bear Stearns Companies Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8989 13-3286161
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(Commission File Number) (I.R.S. Employer Identification No.)
245 Park Avenue, New York, New York 10167
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(Address of Principal Executive Offices) (Zip Code)
(212) 272-2000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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NYFS04...:\25\22625\0122\1324\FRM7097W.24A
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is incorporated by reference into the
Registration Statement on Form S-3 (Registration No. 333- 61437 as an exhibit to
such Registration Statement:
8 -- Opinion of Weil, Gotshal & Manges LLP as to tax matters.(1)
23(c) -- Consent of Weil, Gotshal & Manges LLP (included in Exhibit
8 hereto).
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(1) Filed herewith.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE BEAR STEARNS COMPANIES INC.
Date: August 26, 1998 By: /s/ Samuel L. Molinaro, Jr.
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Samuel L. Molinaro, Jr.
Senior Vice President - Finance
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.: Description: Page No.:
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8 Opinion of Weil, Gotshal & 5
Manges LLP as to tax matters.
23(c) Consent of Weil, Gotshal & -
Manges LLP (included in Exhibit
8 hereto).
Exhibit 8
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
August 26, 1998
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We have acted as United States tax counsel to The Bear Stearns
Companies Inc. (the "Company") in connection with its Medium Term Note Program
pursuant to which the Company may from time to time issue Medium Term Notes,
Series B (the "Notes") in an aggregate principal amount at any one time
outstanding of up to an aggregate principal amount of U.S. $7,315,045,162 (or an
equivalent amount in other currencies).
In formulating our opinion as to the matters of certified, we have
examined such documents as we have deemed appropriate, including the Prospectus
Supplement dated August 26, 1998 ("Prospectus Supplement") to the Prospectus
dated August 26, 1998 ("Prospectus"). Also, we have obtained such additional
information as we have deemed relevant and necessary through consultation with
various officers and representatives of the Company.
The description of the Notes contained in the Prospectus and
Prospectus Supplement are incorporated herein by reference.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
The statements under the caption "Certain United States Federal
Income Tax Consequences" in the Prospectus Supplement, insofar as they relate to
the provisions of United States federal tax law therein described, and subject
to the limitations set forth therein, are accurate in all material respects.
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The Bear Stearns Companies Inc.
August 26, 1998
Page 2
The opinion herein is limited to the federal income tax laws of the
United States, and we express no opinion as to the effect on the matters covered
by this opinion of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the aforesaid Prospectus Supplement and
to the use of our name therein. We hereby further consent to the use of this
opinion as an exhibit to filings with the securities commissioners of various
states of the United States as required by the securities laws of such states.
Very truly yours,
/s/WEIL GOTSHAL & MANGES LLP
