As filed with the Securities and Exchange Commission on June 25, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
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 (I.R.S. Employer Identification No.)
of Incorporation or Organization)
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)
THE BEAR STEARNS COMPANIES INC.
CAPITAL ACCUMULATION PLAN
FOR SENIOR MANAGING DIRECTORS
(FULL TITLE OF PLAN)
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Each Class of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee(2)
Unit(2) Price(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share.. 2,984,898 $54.46875 $162,583,663 $47,963
===================================================================================================================================
</TABLE>
(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be
issued in respect of stock splits, stock dividends and similar transactions.
(2) Pursuant to Rule 457 under the Securities Act of 1933, the proposed maximum
aggregate offering price and the registration fee are based upon the average of
the high and low prices per share of the Registrant's Common Stock reported on
the New York Stock Exchange Composite Tape on June 23, 1998.
================================================================================
NYFS04...:\25\22625\0110\1324\FRM6038R.57I
<PAGE>
Explanatory Note
----------------
This Registration Statement is being filed solely for purposes of
registering the Shares for resale by the Selling Shareholders. The reoffer
prospectus which is filed as a part of this Registration Statement has been
prepared in accordance with the requirements of Form S-3, and pursuant to
General Instruction C of Form S-8 may be used for reoffers or resales of the
Shares that have been acquired by the Selling Shareholders.
<PAGE>
REOFFER PROSPECTUS
THE BEAR STEARNS COMPANIES INC.
COMMON STOCK (PAR VALUE $1.00 PER SHARE)
2,984,898 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 employees (the "Selling Shareholders") of The Bear Stearns
Companies Inc., a Delaware corporation (the "Company"), and/or its subsidiaries,
of up to 2,984,898 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 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 & Co. Inc. ("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 24, 1998, the closing
price of the Common Stock as reported on the NYSE Composite Tape was $58-3/8 per
share.
<PAGE>
------------------
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.
------------------
JUNE 25, 1998
------------------
2
<PAGE>
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
----
Available Information..............................................3
Incorporation of Certain Documents by Reference....................4
The Company........................................................5
Selling Shareholders...............................................5
Plan of Distribution...............................................9
Experts............................................................9
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.
3
<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.
-----------------
4
<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 address of each Selling
Shareholder is c/o The Bear Stearns Companies Inc., 245 Park Avenue, New York,
New York 10167.
The Selling Shareholders are employees of the Company and are 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 current 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 Shares Shares Covered Shares Beneficially
and Principal Beneficially by This Owned After This Offering
Positions with the Company Owned (1)(2)(3) Prospectus Number Percent
-------------------------- --------------- ------------ ------ -------
<S> <C> <C> <C>
Stephen M. Ackerman 19,676 19,676 0 0
Edward Almeida 15,831 7,053 8,778 *
Elliot Baim 14,267 14,188 79 *
J. Bradford Barnes 16,914 16,914 0 0
Jeffrey C. Bernstein 10,516 8,567 1,949 *
Denis A. Bovin (a) 92,891 92,891 0 0
Damion Carufe 17,883 17,159 724 *
Daniel A. Celentano 39,302 16,378 22,924 *
Pasquale Cestaro, III 14,117 8,189 5,928 *
Peter D. Cherasia (a) 46,515 45,963 552 *
John J. Chimento 25,239 24,088 1,151 *
Marshall W. Coburn 102,982 102,982 0 0
Michael Cohen 9,284 9,284 0 0
David Connelly 14,841 14,841 0 0
Kathleen A. Costine 7,719 7,719 0 0
Daniel R. Delahanty 44,259 15,207 29,052 *
Yan Erlikh 103,298 102,982 316 *
Howel T. Evans 10,865 10,202 663 *
Marc H. Feuer 5,767 5,767 0 0
Michael B. Frankel 20,845 11,756 9,089 *
Paul M. Friedman 23,281 17,135 6,146 *
Barry A. Ganz 27,372 27,372 0 0
Bruce E. Geismar (a) (4) 133,739 39,497 94,242 *
David H. Glaser 58,894 44,129 14,765 *
Ronald M. Hersch 8,794 8,794 0 0
Patricia A. Jehle 14,864 14,864 0 0
William Jennings, Jr. 322,595 22,433 300,162 *
Brian C. Jerome 10,288 10,250 38 *
Daniel Keating (a) (5) 187,528 31,354 156,174 *
Frederick N. Khedouri 23,223 22,145 1,078 *
Curtis S. Lane 87,936 87,936 0 0
Andrew F. Lawrence (6) 170,065 9,990 160,075 *
Marshall J. Levinson 8,979 8,053 926 *
Bruce M. Lisman (a) 236,092 62,708 173,384 *
Anthony J. Magro 15,621 15,621 0 0
Thomas Marano 125,734 123,165 2,569 *
William D. McLaughlin 149,254 22,675 126,579 *
Richard L. Metrick 48,181 46,924 1,257 *
Michael Minikes (a) (7) 587,601 208,942 378,659 *
Treasurer
Dominick J. Mondi 30,617 30,617 0 0
William J. Montgoris (a) 275,412 83,253 192,159 *
Chief Operating Officer
6
<PAGE>
Selling Shareholders Shares Shares Covered Shares Beneficially
and Principal Beneficially by This Owned After This Offering
Positions with the Company Owned (1)(2)(3) Prospectus Number Percent
-------------------------- --------------- ------------ ------ -------
Donald R. Mullen, Jr. 162,918 162,918 0 0
Steven B. Nakovich, Jr. 10,862 10,323 539 *
Salvatore Naro 9,067 9,067 0 0
Craig M. Overlander 68,159 67,511 648 *
Arthur J. Pacheco 20,495 20,435 60 *
Aldo Parcesepe 124,690 44,139 80,551 *
Terese D. Payne 93,488 39,405 54,083 *
(Leave of Absence)
Edward Raice 49,598 46,561 3,037 *
Joseph P. Riccardo 45,816 22,705 23,111 *
E. John Rosenwald (a) (8) 276,948 6,025 270,923 *
Lewis A. Sachs (a) 304,412 304,292 120 *
Michael D. Sargent 77,146 15,448 61,698 *
David M. Schoenthal 20,109 20,061 48 *
Clark Schubach 36,303 11,319 24,984 *
Theodore M. Serure 16,081 15,950 131 *
Douglas A. Sharon 53,031 53,031 0 0
David M. Solomon (a) 74,663 74,663 0 0
Warren Spector (a) (9) 287,955 138,121 149,834 *
Executive Vice President
George Spehar 22,492 22,433 59 *
Robert M. Steinberg (a) (10) 1,289,782 87,845 1,201,937 1.06%
Phillip Stern 8,809 8,809 0 0
Michael L. Tarnopol (a) 755,594 295,594 460,000 *
Michael Winchell 19,690 18,580 1,110 *
</TABLE>
7
<PAGE>
- ----------------------
* Less than one (1%) percent.
(a) Former member of the Board of Directors of the Company.
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 employees'
accounts are voted on a "pass through" basis by the 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 11,050,039 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. Does not include 924 shares of Common Stock owned by a child of Mr.
Geismar, as to which shares Mr. Geismar disclaims beneficial ownership.
5. Includes 1,962 shares of Common Stock held by Mr. Keating as custodian for
his children.
6. Mr. Lawrence also has a short position of 52,575 shares of Common Stock.
7. Does not include 1,616 shares of Common Stock owned by Mr. Minikes' wife,
as to which shares Mr. Minikes disclaims beneficial ownership. Mr. Minikes
also has a short position of 120,000 shares of Common Stock.
8. Does not include 968 shares of Common Stock owned by Mr. Rosenwald's wife
and 316 shares of Common Stock owned by a child, as to which shares Mr.
Rosenwald disclaims beneficial ownership.
9. Does not include 551 shares of Common Stock owned by Mr. Spector's wife,
as to which shares Mr. Spector disclaims beneficial ownership.
10. Does not include 65,394 shares of Common Stock held by a trust established
for Mr. Steinberg's children with respect to which Mr. Steinberg's wife
acts as trustee and as to which shares Mr. Steinberg disclaims beneficial
ownership. Includes 10 shares of Common Stock owned by a child of Mr.
Steinberg. Mr. Steinberg also has a short position of 87,500 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 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>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF 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 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, 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
filing of a post-effective amendment indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold,
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. 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 the Registration Statement on Form S-3
(No. 333-57083) filed June 17, 1998.
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 9 herein.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
With respect to the restricted securities reoffered or resold pursuant to
this Registration Statement, the Registrant claimed an exemption from
registration under the Securities Act of 1933, as amended, pursuant to section
4(2) thereof. Such restricted securities were issued to the Selling Shareholders
in connection with their deferral of income under the Registrant's Capital
Accumulation Plan for Senior Managing Directors.
ITEM 8. EXHIBITS.
4(a)(1) -- Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit
4(a)(1) to the Registration Statement on Form S-3
(File No. 333-57083).
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).
23 -- Consent of Deloitte & Touche LLP.
24 -- Power of attorney (included in the signature pages
to the Registration Statement).
An opinion of counsel (Exhibit Number 5) is not being filed since the
securities being registered are not original issuance securities.
II-2
<PAGE>
ITEM 9. 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 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act), 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 6
of this Registration Statement, or otherwise, the Registrant has been
advised that in the opinion
II-3
<PAGE>
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.
II-4
<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-8 and has duly caused this
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 24th day of
June, 1998.
THE BEAR STEARNS COMPANIES INC.
By: /s/ William J. Montgoris
------------------------------------
William J. Montgoris
Chief Operating Officer
We, the undersigned officers and directors of The Bear Stearns
Companies Inc., hereby severally constitute Alan C. Greenberg, James E. Cayne
and William J. Montgoris, and any of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our name
in the capacities indicated below, any and all amendments to this registration
statement on Form S-8 filed by The Bear Stearns Companies Inc. with the
Securities and Exchange Commission, and generally to do all such things in our
name and behalf in such capacities to enable The Bear Stearns Companies Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby ratify and
confirm our signatures as they may be signed by our said attorneys, or any of
them, to any and all such amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Alan C. Greenberg Chairman of the Board June 24, 1998
- ------------------------------- and Director
Alan C. Greenberg
/s/ James E. Cayne President and Chief June 24, 1998
- ------------------------------- Executive Officer
James E. Cayne (Principal Executive
Officer); Director
/s/ Carl D. Glickman Director June 24, 1998
- -------------------------------
Carl D. Glickman
/s/ Donald J. Harrington Director June 24, 1998
- -------------------------------
Donald J. Harrington
II-5
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ William L. Mack Director June 24, 1998
- -------------------------------
William L. Mack
/s/ Frank T. Nickell Director June 24, 1998
- -------------------------------
Frank T. Nickell
/s/ Frederic V. Salerno Director June 24, 1998
- -------------------------------
Frederic V. Salerno
/s/ Vincent Tese Director June 24, 1998
- -------------------------------
Vincent Tese
/s/ Fred Wilpon Director June 24, 1998
- -------------------------------
Fred Wilpon
/s/ Samuel L. Molinaro Jr. Senior Vice President- June 24, 1998
- ------------------------------- Finance and
Samuel L. Molinaro Jr. Chief Financial Officer
(Principal Accounting
Officer and Principal
Financial Officer)
II-6
<PAGE>
Exhibit Index
Exhibit
Number Description
4(a)(1) -- Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit
4(a)(1) to the Registration Statement on Form S-3
(File No. 333-57083).
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).
23 -- Consent of Deloitte & Touche LLP.
24 -- Power of attorney (included in the signature pages
to the Registration Statement).
Exhibit 23
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Bear Stearns Companies Inc. on Form S-8 of our report dated September 2,
1997, appearing in and incorporated by reference in the Annual Report on Form
10-K of The Bear Stearns Companies Inc., for the year ended June 30, 1997, and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ Deloitte & Touche LLP
June 24, 1998
New York, New York
