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) August 9, 1999
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THE BEAR STEARNS COMPANIES INC.
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(Exact name of registrant as specified in its charter)
DELAWARE File No. 1-8989 13-3286161
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
245 Park Avenue, New York, New York 10167
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 272-2000
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Not Applicable
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(former name or former address, if changed since last report)
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Item 5. Other Events
Filed herewith are copies of:
(a) Opinion of Cadwalader, Wickersham & Taft as to certain
federal income tax consequences described in the Prospectus
Supplement, dated August 9, 1999, to the Prospectus, dated
August 9, 1999, included in the Registration Statement on
Form S-3 filed by the Company (Registration No.
333-83049).
(b) Consent of Cadwalader, Wickersham & Taft.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired:
Not applicable.
(b) Pro Forma Financial Information:
Not applicable.
(c) Exhibits:
The following exhibits are incorporated by reference into
the Registration Statement on Form S-3 (Registration No.
333-83049) as exhibits to such Registration Statement:
8 Opinion of Cadwalader, Wickersham & Taft as to
certain federal income tax consequences.
23(c) Consent of Cadwalader, Wickersham & Taft (Included
in Exhibit 8).
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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/ MARSHALL J LEVINSON
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Marshall J Levinson
Controller and Assistant Secretary
(Principal Accounting Officer)
Dated: August 11, 1999
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THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
Exhibit No. Description
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8 Opinion of Cadwalader, Wickersham & Taft as to certain federal
income tax consequences.
23(c) Consent of Cadwalader, Wickersham & Taft
(Included in Exhibit 8).
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Exhibit 8
[Letterhead of Cadwalader, Wickersham & Taft]
August 9, 1999
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We have acted as special counsel for The Bear Stearns Companies Inc., a Delaware
corporation (the "Company"), in connection in connection with the preparation of
the Prospectus Supplement, dated August 9, 1999 (the "Prospectus Supplement"),
to the Prospectus, dated August 9, 1999 (the "Prospectus"), pursuant to which
the Company may from time to time issue its Medium Term Notes, Series B (the
"Notes") in an aggregate principal amount at any one time outstanding of up to
U.S. $7,878,183,000 (or an equivalent amount in other currencies). The
Prospectus and Prospectus Supplement are included in the Registration Statement
on Form S-3 (Registration No. 333-83049) (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), to which this opinion
letter is an exhibit.
In rendering the opinions expressed below, we have examined and relied upon,
among other things, (a) the Registration Statement, including the Prospectus and
Prospectus Supplement constituting a part thereof, (b) the Indenture, dated as
of May 31, 1991, as supplemented by the First Supplemental Indenture, dated as
of January 29, 1998 (as supplemented, the "Indenture"), between the Company and
The Chase Manhattan Bank (formerly known as Chemical Bank and successor by
merger to Manufacturers Hanover Trust Company), as Trustee, filed as an exhibit
to the Registration Statement, and (c) originals or copies, certified or
otherwise identified to our satisfaction, of such certificates, corporate,
public or other records, and other documents as we have deemed appropriate for
the purpose of rendering this opinion letter. In connection with such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents and instruments of all documents and instruments submitted to us as
copies or specimens, and the authenticity of the originals of such documents and
instruments submitted to us as copies or specimens. We have also made such
investigations of law as we have deemed appropriate. In addition, we have
assumed that the Notes will be executed and delivered in substantially the form
in which they are filed as an exhibit to the Registration Statement.
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Bear, Stearns & Co. Inc. -2- August 9, 1999
We are members of the Bar of the State of New York, and in rendering the opinion
below, we do not purport to be an expert in, or express any opinion concerning,
the laws of any jurisdiction other than the federal income tax laws of the
United States of America.
Based upon the foregoing and subject to the qualifications set forth herein, we
are of the opinion that:
The statements made in the Prospectus Supplement, under the caption "Certain
United States Federal Income Tax Considerations," insofar as such statements
purport to summarize certain federal income tax laws of the United States,
constitute a fair summary of the principal U.S. federal income tax consequences
of an investment in the Notes. This opinion is based upon current law, which is
subject to change, possibly with retroactive effect. Further, there can be no
assurance that the Internal Revenue Service will not take a contrary position.
We assume no obligation to update or supplement this letter to reflect any
facts, circumstances, laws, rules or regulations, or any changes thereto, or any
court or other authority or body decisions or governmental or regulatory
authority determinations which may hereafter occur or come to our attention.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to this Firm in the Prospectus
Supplement constituting a part of the Registration Statement under the caption
"Validity of the Notes," without admitting that we are "experts" within the
meaning of the Securities Act or the rules and regulations of the Commission
issued thereunder with respect to any part of the Registration Statement,
including this exhibit.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
