BEAR STEARNS COMPANIES INC
8-K/A, 1998-04-07
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8-K/A

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

                                 Amendment No. 1

         Date of Report (Date of earliest event reported) April 1, 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>



                                Explanatory Note

This Report on Form 8-K/A amends in its entirety the Current Report on Form 8-K
of The Bear Stearns Companies Inc. (the "Company") dated April 1, 1998.

Item 5. Other Events

Filed herewith is a copy of the Company's  Press  Release,  dated April 3, 1998,
announcing  the  redemption of 7,500,000  outstanding  Depositary  Shares,  each
representing a one-eighth interest in a share of The Bear Stearns Companies Inc.
7.88% Cumulative Preferred Stock, Series B.

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 3, 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 6, 1998



<PAGE>



                         THE BEAR STEARNS COMPANIES INC.

                                   FORM 8-K/A

                                 CURRENT REPORT


                                  EXHIBIT INDEX


Exhibit No.                        Description

(99)                       Press Release, dated April 3, 1998








For Immediate Release:  CORRECTION


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


                         THE BEAR STEARNS COMPANIES INC.
                             TO REDEEM THE COMPANY'S
                   7.88% CUMULATIVE PREFERRED STOCK, SERIES B

New York, New York -- April 3, 1998 -- The Bear Stearns Companies Inc.
(NYSE:   BSC)  today  announced  that  it  will  redeem  the  Depositary  Shares
representing  fractional  interests  in the 7.88%  Cumulative  Preferred  Stock,
Series B of The Bear Stearns Companies Inc.,  liquidation  preference $25.00 per
Depositary Share, CUSIP number 073902 405.
         The shares being  redeemed  are the  7,500,000  outstanding  Depositary
Shares,  each representing a one-eighth  interest in a share of The Bear Stearns
Companies  Inc.  7.88%  Cumulative   Preferred  Stock,  Series  B.  All  of  the
outstanding  shares of the underlying  Preferred  Stock will  simultaneously  be
redeemed as well.
         The  redemption  date will be May 5, 1998.  The  redemption  price will
become due and payable on, and dividends on the Depositary  Shares will cease to
accrue from and after, the redemption date.
         The redemption price will be $25.00,  plus accrued and unpaid dividends
to the  redemption  date of $0.1094 per  Depositary  Share.  This  corrects  the
previously  reported  accrued and unpaid  dividends  to the  redemption  date of
$0.1861  per  Depositary  Share which was  released  on April 1, 1998.  The Bear
Stearns  Companies Inc. has declared  dividends of $0.4925 per Depositary  Share
payable separately on April 15, 1998 to holders of record on March 31, 1998.

<PAGE>



         In order to receive  payment of the  redemption  price and  accrued and
unpaid  dividends,  you must  send your  Depositary  Receipts  representing  the
Depositary  Shares with the Letter of  Transmittal,  duly  completed and signed,
together with any required evidences of authority, to the redemption agent:

         By mail:          ChaseMellon Shareholder Services, L.L.C.
                           Post Office Box 3302
                           South Hackensack, New Jersey  07606

         By hand:          ChaseMellon Shareholder Services, L.L.C.
                           120 Broadway, 13th Floor
                           New York, New York  10271
                           Attention:  Reorganization Department

         By Overnight
         Delivery:         ChaseMellon Shareholder Services, L.L.C.
                           85 Challenger Road -- Mail Drop-Reorg
                           Ridgefield Park, New Jersey  07660
                           Attention:  Reorganization Department

For information call (800) 777-3674, 9:00 a.m. - 6:00 p.m. Eastern Time.

The Bear Stearns  Companies  Inc. is the parent  company of Bear,  Stearns & Co.
Inc., a leading  investment  banking and securities  trading and brokerage firm.
With  approximately  $14.8  billion  in  total  capital,   Bear  Stearns  serves
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  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.



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