BEAR STEARNS COMPANIES INC
8-K, 1998-04-16
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) April 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 April 15, 1998,  announcing its earnings for the three and
nine months  ended  March 27, 1998 which  includes  the  Unaudited  Consolidated
Statements  of Income for the Company for the three and nine months  ended March
27, 1998 and March 27, 1997,  and the three months ended  December 31, 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 April 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:   April 16, 1998



<PAGE>



                         THE BEAR STEARNS COMPANIES INC.

                                    FORM 8-K

                                 CURRENT REPORT


                                  EXHIBIT INDEX


Exhibit No.                        Description

(99)                  Press Release, dated April 15, 1998





For Immediate Release


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



                         THE BEAR STEARNS COMPANIES INC.
                          REPORTS THIRD QUARTER RESULTS

New  York,  New  York --  April  15,  1998 -- The Bear  Stearns  Companies  Inc.
(NYSE:BSC) today announced earnings for the company's third fiscal quarter ended
March 27, 1998.

         Net income for the third quarter of fiscal year 1998 was $166.3 million
or $1.15 per share,  a 0.5% increase in net income from $165.5  million or $1.14
per share, for the comparable quarter last year. The annualized return on common
stockholders' equity for the quarter was 21.4%.

         Net  income for the first  nine  months of fiscal  year 1998 was $488.2
million or $3.37 per share,  an 8.4% increase in net income from $450.4  million
or $3.05 per share, for the comparable  period a year ago. The annualized return
on common  stockholders'  equity for the nine  months  ended  March 27, 1998 was
21.8%.

         Revenues, net of interest expense, for the quarter ended March 27, 1998
were $1.1  billion,  a 12.4%  increase  from $934.5  million for the  comparable
quarter a year ago. For the nine months ended March 27, 1998,  revenues,  net of
interest expense,  were $3.1 billion,  a 21.7% increase from $2.6 billion a year
ago.

President and Chief Executive Officer James E. Cayne commented, "Bear Stearns is
benefiting from the current environment of consolidation and retrenchment in the
financial services industry,  taking advantage of the substantial  opportunities
to add talented  professionals who are attracted to our  client-driven  culture.
Over the past year we have  added  many  people  firmwide  to  support  our core
businesses,  as  well  as to  those  areas  we are  aggressively  building.  Our
professional staff is up 20%, with significant  additions in investment banking,
institutional  equities and asset management.  Part of this growth includes many
staff  additions  to our  London  office  as we  focus  on  increasing  European
opportunities."

         He added,  "Business  was  generally  robust  during the  quarter in an
environment  notable  for  tremendous  new debt  issuance  and a rallying  stock
market.  The firm's earnings  reflect its consistent focus on a balanced revenue
base.  In addition,  our clearing  operation hit new highs during the quarter in
terms of client  count,  margin  debit  balances,  short  selling  activity  and
transaction volume."

Highlights of the results follow:
      
Commission  revenues rose 17.9% to $226.1 million in the third quarter of fiscal
year 1998 from $191.8 million reported in the third quarter of fiscal year 1997.

Principal  transactions  revenues  reached  $452.7  million for the three months
ended March 27,  1998,  11.1%  higher than those of the quarter  ended March 27,
1997.

Investment  banking  revenues  were  $197.4  million for the third  quarter,  an
increase of 4.6% over the prior year's quarter.  Net interest revenues increased
17.6% to $159.8  million for the three months ended March 27, 1998,  from $135.8
million reported for the third quarter a year ago.

Compensation  as a percentage  of net  revenues for the third  quarter of fiscal
year 1998 was 48.9% versus 49.7% for the third quarter of fiscal year 1997.  For
the nine months  ended  March 27,  1998,  compensation  as a  percentage  of net
revenues was 49.6% compared to 49.4% for the nine-month period a year ago.

Quarterly Cash Dividends Declared

The Board of Directors  declared a regular  quarterly  cash dividend of 15 cents
per share on the  outstanding  shares of common  stock,  payable May 29, 1998 to
shareholders of record on May 15, 1998. The board also declared a quarterly cash
dividend of 68.75 cents per share on the  outstanding  shares of adjustable rate
cumulative  preferred stock,  payable July 15, 1998 to shareholders of record on
June 30, 1998.  In addition,  the board  declared a quarterly  cash  dividend of
$3.80 per share on the outstanding  shares of 7.60% cumulative  preferred stock,
which is equivalent to 47.50 cents per related depositary share, and a quarterly
cash dividend of $3.075 per share on the outstanding  shares of 6.15% cumulative
preferred  stock,  which is  equivalent  to 76.875 cents per related  depositary
share, all payable July 15, 1998 to shareholders of record on June 30, 1998.

         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 9,000  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 March 27, 1998 total capital,  including  stockholders'  equity and
long-term  borrowings,  was $16.3  billion.  Book value as of March 27, 1998 was
$22.39 per share, based on 151,561,466 shares outstanding.

                                        -30-

                          Financial Statements Attached



<PAGE>
<TABLE>



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

                                                    Three Months Ended                         Nine Months Ended
                                           -------------------------------------     ---------------------------------------
                                             March 27,             March 27,            March 27,             March 27,
                                                1998                 1997                 1998                   1997
                                           ---------------      ----------------     ----------------      -----------------
                                                                (In thousands, except per share data)
<S>                                      <C>                     <C>                  <C>                   <C>
Revenues
     Commissions                         $        226,067        $      191,817       $      670,007        $       536,971
     Principal transactions                       452,742               407,336            1,234,768              1,131,467
     Investment banking                           197,407               188,706              695,619                480,538
     Interest and dividends                     1,037,202               712,685            3,083,071              2,118,552
     Other income                                  14,203                10,757               50,228                 36,456
                                        ------------------      ----------------     ----------------      -----------------
        Total Revenues                          1,927,621             1,511,301            5,733,693              4,303,984
     Interest expense                             877,392               576,836            2,613,611              1,740,701
                                        ------------------      ----------------     ----------------      -----------------
     Revenues, net of interest expense          1,050,229               934,465            3,120,082              2,563,283
                                        -----------------       ---------------      ---------------       ----------------

Expenses
     Employee compensation and benefits           513,254               464,596            1,548,244              1,265,793
     Floor brokerage, exchange
        and clearance fees                         40,975                36,587              124,082                102,600
     Communications                                31,898                26,085               88,855                 75,419
     Depreciation and amortization                 29,375                22,533               82,819                 63,951
     Occupancy                                     25,962                22,658               74,895                 65,949
     Advertising and market development            22,680                15,890               58,691                 47,329
     Data processing and equipment                 11,919                10,019               36,613                 25,780
     Other expenses                               108,443                60,322              313,417                171,615
                                        ------------------     ----------------     ----------------      -----------------
        Total expenses                            784,506               658,690            2,327,616              1,818,436
                                        ------------------      ----------------     ----------------      -----------------

Income before provision for
     income taxes                                 265,723               275,775              792,466                744,847
Provision for income taxes                         99,404               110,294              304,307                294,405
                                        ------------------      ----------------     ----------------      -----------------

Net income                               $        166,319        $      165,481       $      488,159        $       450,442
                                        ==================      ================     ================      =================

Net income applicable to
     common shares                       $        157,193        $      159,552       $      467,184        $       432,543
                                        ==================      ================     ================      =================

Earnings per share                       $           1.15        $         1.14       $         3.37        $          3.05
                                        ==================      ================     ================      =================

Weighted average common and
     common equivalent shares
     outstanding                              150,084,539           146,932,199          151,899,468            148,978,719
                                        ==================      ================     ================      =================

Cash dividends declared
     per common share (1)                $           0.15        $         0.14       $         0.45        $          0.43
                                        ==================      ================     ================      =================


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

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

                                                             Three Months Ended
                                                   ----------------------------------------
                                                      March 27,           December 31,
                                                         1998                 1997
                                                   -----------------   --------------------
                                                     (In thousands, except per share data)
<S>
Revenues                                         <C>                     <C>
     Commissions                                 $          226,067      $         230,496
     Principal transactions                                 452,742                390,512
     Investment banking                                     197,407                278,884
     Interest and dividends                               1,037,202              1,081,298
     Other income                                            14,203                 11,877
                                               ---------------------   --------------------
        Total Revenues                                    1,927,621              1,993,067
     Interest expense                                       877,392                919,304
                                               ---------------------   --------------------
     Revenues, net of interest expense                    1,050,229              1,073,763
                                               ---------------------   --------------------

Expenses
     Employee compensation and benefits                     513,254                535,793
     Floor brokerage, exchange
        and clearance fees                                   40,975                 43,522
     Communications                                          31,898                 28,824
     Depreciation and amortization                           29,375                 27,427
     Occupancy                                               25,962                 25,387
     Advertising and market development                      22,680                 20,057
     Data processing and equipment                           11,919                 12,460
     Other expenses                                         108,443                120,688
                                               ---------------------   --------------------
        Total expenses                                      784,506                814,158
                                               ---------------------   --------------------

Income before provision for
     income taxes                                           265,723                259,605
Provision for income taxes                                   99,404                 99,383
                                               ---------------------   --------------------
Net income                                       $          166,319      $         160,222
                                               =====================   ====================
Net income applicable to
     common shares                               $          157,193      $         154,299
                                               =====================   ====================

Earnings per share                               $             1.15      $            1.11
                                               =====================   ====================
Weighted average common and
     common equivalent shares
     outstanding                                        150,084,539            152,312,886
                                               =====================   ====================
Cash dividends declared
     per common share                            $             0.15      $            0.15
                                               =====================   ====================

</TABLE>



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