AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1999
REGISTRATION NO. 333-________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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THE BEAR STEARNS COMPANIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3286161
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
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 the Plan)
SAMUEL L. MOLINARO, JR.
CHIEF FINANCIAL OFFICER
THE BEAR STEARNS COMPANIES INC.
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(212) 272-2000
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)
COPIES TO:
DENNIS J. BLOCK, ESQ.
CADWALADER, WICKERSHAM & TAFT
100 MAIDEN LANE
NEW YORK, NEW YORK 10038
(212) 504-6000
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CALCULATION OF REGISTRATION FEE
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) PRICE(2) FEE(2)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00
per share 2,985,198 shares $41.69 $124,452,905 $34,598
- ---------------------------------------------------------------------------------------------------------------------
<FN>
(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 25, 1999.
</FN>
</TABLE>
<PAGE>
Explanatory Note
This Registration Statement is being filed solely for purposes of registering
the shares for resale by the Selling Stockholders. 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 Stockholders.
<PAGE>
REOFFER PROSPECTUS
THE BEAR STEARNS COMPANIES INC.
2,985,198 SHARES OF COMMON STOCK
Certain of the Company's employees, all of whom are named in this
Prospectus, are selling for their own accounts up to 2,985,198 shares of its
Common Stock that they acquired pursuant to the Company's Capital Accumulation
Plan for Senior Managing Directors. The Company will not receive any of the
proceeds from such sales.
The Selling Stockholders propose to sell the shares from time to time in
transactions occurring either on or off the New York Stock Exchange at
prevailing market prices or at negotiated prices. Sales may be made through
brokers or to dealers, who are expected to receive customary commissions or
discounts.
The Selling Stockholders and participating brokers and dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, in which
event any profit on the sale of shares by those Selling Stockholders and any
commissions or discounts received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act.
Bear, Stearns & Co. Inc. and/or Bear, Stearns Securities Corp., subsidiaries
of The Bear Stearns Companies Inc., may act as a broker on behalf of one or more
of the Selling Stockholders.
The Common Stock is traded on the New York Stock Exchange under the symbol
"BSC". On June 29, 1999, the closing price of the Common Stock on the Exchange
was $43.9375 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
June 30, 1999
<PAGE>
YOU SHOULD ONLY RELY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE
ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. THE COMMON STOCK IS NOT BEING
OFFERED IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY
DATE OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.
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TABLE OF CONTENTS
PAGE
Where You Can Find More Information..........................................2
Certain Definitions..........................................................3
The Company..................................................................4
Selling Stockholders.........................................................6
Plan Of Distribution........................................................10
Experts.....................................................................10
WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly reports, proxy statements and other information
required by the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with the Securities and Exchange Commission (the "SEC"). You may read and
copy any document the Company files at the SEC's public reference rooms located
at 450 Fifth Street, N.W., Washington, D.C. 20549, at Seven World Trade Center,
13th Floor, New York, New York 10048 and at Northwest Atrium Center, 5000 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. The
Company's SEC filings are also available to the public from the SEC's web site
at http://www.sec.gov. Copies of these reports, proxy statements and other
information can also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.
The Company has filed with the SEC a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock. This Prospectus, which
constitutes a part of that Registration Statement, does not contain all the
information contained in that Registration Statement and its exhibits. For
further information with respect to the Company and the Common Stock, you should
consult the Registration Statement and its exhibits. Statements contained in
this Prospectus concerning the provisions of any documents are necessarily
summaries of those documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC. The Registration
Statement and any of its amendments, including exhibits filed as a part of the
Registration Statement or an amendment to the Registration Statement, are
available for inspection and copying through the entities listed above.
The SEC allows the Company to "incorporate by reference" the information
that we file with them, which means that we can disclose important information
to you by referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
Prospectus, and information that we file later with the SEC will automatically
update and supersede this information.
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<PAGE>
The following documents filed by us with the SEC pursuant to Section 13 of
the Exchange Act (File No. 1-8989) and any future filings under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act made before the termination of the
offering are incorporated 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, 1998;
(ii) the Quarterly Reports on Form 10-Q for the quarters ended September
25, 1998, December 31, 1998, and March 26, 1999, and the Quarterly
Report on Form 10-Q/A for the quarter ended December 31, 1998;
(iii) the Current Reports on Form 8-K dated July 21, 1998, August 26,
1998, October 14, 1998, October 30, 1998, December 9, 1998,
December 16, 1998, December 21, 1998, January 19, 1999, January 20,
1999, February 23, 1999, April 12, 1999, April 14, 1999 and June
28, 1999; and
(iv) the description of the Common Stock, which is registered under
Section 12 of the Exchange Act, set forth under the caption
"Description of Capital Stock" contained in the Company's
Registration Statement on Form 10, dated September 19, 1985.
The Company will provide to you without charge, 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). You may request copies by writing or telephoning the Company
at the Corporate Communications Department, The Bear Stearns Companies Inc., 245
Park Avenue, New York, New York 10167; telephone number (212) 272-2000.
CERTAIN DEFINITIONS
Unless otherwise stated in this Prospectus:
o the "Company," "we" and "us" refer to The Bear Stearns Companies Inc.
and its subsidiaries;
o "Bear Stearns" refers to Bear, Stearns & Co. Inc.;
o "BSSC" refers to Bear, Stearns Securities Corp.;
o "BSIL" refers to Bear, Stearns International Limited ; and
Bear Stearns, BSSC and BSIL are subsidiaries of The Bear Stearns Companies
Inc.
o "Common Stock" refers to the Common Stock, par value $1.00 per share,
of The Bear Stearns Companies Inc.
o "NASD" refers to the National Association of Securities Dealers, Inc.
o "NYSE" refers to the New York Stock Exchange.
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<PAGE>
THE COMPANY
The Bear Stearns Companies Inc. is a holding company that, through its
principal subsidiaries, Bear Stearns, BSSC and BSIL, is a leading United States
investment banking, securities trading and brokerage firm serving corporations,
governments and institutional and individual investors worldwide. The Company's
business includes:
o market-making and trading in corporate, United States government,
government-agency, mortgage-related, asset-backed and municipal
securities;
o trading in corporate equity and debt securities, options, futures,
foreign currencies, interest-rate swaps and other derivative products;
o securities and commodities arbitrage;
o securities, options and commodities brokerage;
o underwriting and distributing securities;
o providing securities clearance services;
o financing customer activities;
o securities lending;
o arranging for the private placement of securities;
o assisting clients in mergers, acquisitions, restructurings and
leveraged transactions;
o providing other financial advisory services;
o making principal investments in leveraged acquisitions;
o acting as specialist on the floor of the NYSE;
o providing fiduciary and other services, such as real estate brokerage,
investment management and investment advisory; and
o financial market and securities research.
The Company's business is conducted (a) from its principal offices in New
York City; (b) from domestic regional offices in Atlanta, Boston, Chicago,
Dallas, Los Angeles and San Francisco; (c) from representative offices in
Beijing, Hong Kong and Shanghai; (d) from a branch office in Lugano; (e) through
international subsidiaries in Buenos Aires, Dublin, Hong Kong, London, Sao
Paulo, Singapore and Tokyo; and (f) through joint ventures with other firms in
Belgium, Madrid 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.
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<PAGE>
Bear Stearns and BSSC are broker-dealers registered with the SEC. They also
are members of the NYSE, all other principal United States securities and
commodities exchanges, 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. BSIL is a securities broker
dealer based in London. BSIL is regulated by the Securities and Futures
Authority in the United Kingdom and is a member of the London International
Financial Futures Exchange, the London Securities & Derivatives Exchange, the
International Petroleum Exchange and the London Commodity Exchange.
The Company is incorporated in Delaware. The principal executive office of
the Company is located at 245 Park Avenue, New York, New York 10167; the
telephone number of the Company is (212) 272-2000. The Company's Internet
address is http://www.bearstearns.com.
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<PAGE>
SELLING STOCKHOLDERS
This Prospectus relates to shares of Common Stock that have been acquired by
the Selling Stockholders named below pursuant to the Company's Capital
Accumulation Plan for Senior Managing Directors.
Each of the Selling Stockholders is an employee of the Company or one of
its subsidiaries and is a Senior Managing Director of Bear Stearns. The
following table sets forth:
o the name and principal position or positions over the past three years
with the Company of each Selling Stockholder (other than such Selling
Stockholder's current position as a Senior Managing Director of Bear
Stearns);
o the number of shares of Common Stock each Selling Stockholder
beneficially owned as of June 3, 1999;
o the number of shares of Common Stock acquired by each Selling
Stockholder pursuant to the Plan and being registered under this
Registration Statement, some or all of which shares may be sold
pursuant to this Prospectus; and
o 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 Stockholder following this offering, assuming the sale
pursuant to this offering of all shares acquired by such Selling
Stockholder pursuant to the Plan and registered under this Registration
Statement.
There is no assurance that any of the Selling Stockholders will sell any or all
of the shares offered by them under this Registration Statement. The address of
each Selling Stockholder is c/o The Bear Stearns Companies Inc., 245 Park
Avenue, New York, New York 10167.
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<PAGE>
This table reflects all Selling Stockholders who are eligible to resell and the
number of shares available to be resold by such Selling Stockholders.
SHARES BENEFICIALLY
SHARES SHARES OWNED
SELLING STOCKHOLDERS AND BENEFICIALLY COVERED BY AFTER THIS OFFERING
PRINCIPAL POSITIONS WITH OWNED THIS -------------------
THE COMPANY (1)(2)(3) PROSPECTUS NUMBER PERCENT
- ------------------------ ------------ ---------- ------ -------
Michael J. Abatemarco 40,024 11,135 28,889 *
Stephen M. Ackerman 30,638 10,729 19,909 *
Edward Almeida 34,023 8,718 25,305 *
Perrin Arturi 59,759 18,449 41,310 *
Jeffrey C. Bernstein 27,857 5,805 22,052 *
Steve Binder 12,216 2,092 10,124 *
Damion Carufe 23,776 15,093 8,683 *
James E. Cayne (4) 4,321,838 582,523 3,739,315 2.35%
President
Chief Executive Officer
Vincent M. Cazzetta 3,775 687 3,088 *
Daniel A. Celentano 25,663 9,869 15,794 *
Peter Cherasia (a) 131,141 50,687 80,454 *
Barry J. Cohen (5) 170,315 40,595 129,720 *
David S. Connelly 72,797 70,250 2,547 *
Steven M. Dantus (6) 81,815 15,109 66,706 *
Daniel R. Delahanty (7) 55,954 14,388 41,566 *
Wendy de Monchaux 136,672 53,073 83,599 *
Richard W. Dimino 113,684 3,178 110,506 *
Yan Erlikh 54,461 38,909 15,552 *
William Finn 30,480 7,500 22,980 *
Clifford Friedman 20,305 12,670 7,635 *
Michael B. Frankel 31,938 11,402 20,536 *
Paul M. Friedman 20,026 4,527 15,499 *
Barry Ganz 29,847 10,422 19,425 *
Bruce E. Geismar (a)(8) 147,623 9,053 138,570 *
David H. Glaser 42,123 9,869 32,254 *
Andrew E. Haas (9) 56,090 17,760 38,330 *
Richard Harriton (a) 345,687 58,380 287,307 *
Cory Hechler 39,613 14,976 24,637 *
Daniel Hoffman 30,686 11,575 19,111 *
Michael Hyatt (10) 64,268 23,450 40,818 *
Robert B. Jackman 258,059 24,959 233,100 *
Brian C. Jerome 21,829 18,820 3,009 *
Wesley M. Jones 13,993 4,822 9,171 *
Michael Josephson 22,053 7,650 14,403 *
Daniel L. Keating (a)(11) 224,761 46,932 177,829 *
Frederick N. Khedouri 49,925 27,919 22,006 *
John Y. Koren 33,276 19,598 13,678 *
Hans Rudolph Kunz 49,250 45,911 3,339 *
Mark A. Kurland 64,839 48,524 16,315 *
Andrew Lawrence (12) 175,102 2,484 172,618 *
Mark E. Lehman (13) 123,425 42,594 80,831 *
Executive Vice President
General Counsel
C. King-Letaconnoux 24,205 1,357 22,848 *
Frederick Leuffer 16,447 12,410 4,037 *
David A. Liebowitz 31,278 14,456 16,822 *
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<PAGE>
SHARES BENEFICIALLY
SHARES SHARES OWNED
SELLING STOCKHOLDERS AND BENEFICIALLY COVERED BY AFTER THIS OFFERING
PRINCIPAL POSITIONS WITH OWNED THIS -------------------
THE COMPANY (1)(2)(3) PROSPECTUS NUMBER PERCENT
- ------------------------ ------------ ---------- ------ -------
Roland N. Livney 130,161 49,744 80,417 *
Michael A. Lorig 91,075 18,932 72,143 *
Anthony Magro 22,039 8,558 13,481 *
Thomas Marano 20,961 18,743 2,218 *
David Marren 23,731 8,558 15,173 *
George J. Mason 15,287 7,346 7,941 *
Jeffrey Mehl 72,593 15,581 57,012 *
Michael Minikes (a)(14) 544,849 157,758 387,091 *
Treasurer
Samuel Molinaro 9,405 7,989 1,416 *
Senior Vice President-
Finance
Chief Financial Officer
Dominick Mondi 21,668 4,067 17,601 *
Donald R. Mullen (a) 94,982 36,696 58,286 *
Steven B. Nakovich 59,791 4,049 55,742 *
Barry Nix 67,476 61,359 6,117 *
Fares Noujaim 90,444 56,587 33,857 *
Craig M. Overlander 131,891 50,105 81,786 *
Aldo Parcesepe 170,628 52,404 118,224 *
Terese D. Payne 135,245 32,728 102,517 *
(Leave of Absence)
Edward Raice 90,443 88,173 2,270 *
E. John Rosenwald, Jr.(a) 254,604 4,604 250,000 *
Michael Saperstein 947,236 1,054 946,182 *
George Sarner 254,134 6,490 247,644 *
Kenneth Savio 12,157 10,520 1,637 *
Steven Scari 29,348 18,931 10,417 *
Joel S. Schlesinger 19,439 6,733 12,706 *
Clark Schubach 48,146 16,370 31,776 *
Alan D. Schwartz 1,057,195 285,268 771,927 *
Executive Vice President
Anthony P. Skvarla 36,615 11,251 25,364 *
David Solomon(a) 131,830 101,013 30,817 *
Warren Spector(a)(15) 660,204 196,521 463,683 *
Executive Vice President
Donald Tang 139,588 70,845 68,743 *
Michael L. Tarnopol (a) 502,782 36,330 466,452 *
Vice Chairman
John Tywman 183,075 50,863 132,212 *
Eli Wachtel (16) 77,515 20,350 57,165 *
Uzi Zucker (a) 336,771 7,369 329,402 *
- ------------
*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
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<PAGE>
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 15,750,024 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 43,495 shares of Common Stock owned by Mr. Cayne's wife,
as to which shares Mr. Cayne disclaims beneficial ownership. Does not
include 231,623 shares of Common Stock held by trusts established for Mr.
Cayne's children, as to which shares Mr. Cayne disclaims beneficial
ownership. Does not include 7,665 shares of Common Stock owned by a child
of Mr. Cayne, as to which shares Mr. Cayne disclaims beneficial
ownership.
(5) Mr. Cohen also has a short position of 20,000 shares of Common Stock.
(6) Includes 21 shares of Common Stock held by Mr. Dantus as custodian for
his child.
(7) Includes 525 shares of Common Stock held by Mr. Delahanty as custodian
for his child.
(8) Does not include 990 shares of Common Stock owned by a child of Mr.
Geismar, as to which shares Mr. Geismar disclaims beneficial ownership.
(9) Includes 513 shares of Common Stock held by Mr. Haas as custodian for his
children.
(10) Includes 662 shares of Common Stock held by Mr. Hyatt as custodian for
his children.
(11) Includes 2,060 shares of Common Stock held by Mr. Keating as custodian
for his children.
(12) Mr. Lawrence also has a short position of 55,203 shares of Common Stock.
(13) Does not include 30,252 shares of Common Stock held in a trust
established for Mr. Lehman's wife, as to which shares Mr. Lehman
disclaims beneficial ownership.
(14) Does not include 1,696 shares of Common Stock owned by Mr. Minikes' wife,
as to which shares Mr. Minikes disclaims beneficial ownership.
(15) Does not include 606 shares of Common Stock owned by Mr. Spector's wife,
as to which shares Mr. Spector disclaims beneficial ownership.
(16) Mr. Wachtel also has a short position of 22,785 shares of Common Stock.
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<PAGE>
PLAN OF DISTRIBUTION
Shares covered by this Prospectus will be sold by the Selling Stockholders
as principals for their own account. The Company will not receive any proceeds
from sales of any shares by Selling Stockholders.
The Selling Stockholders may sell shares pursuant to this Prospectus from
time to time (a) in transactions (including one or more block transactions) on
the NYSE; (b) in the public market off the NYSE; (c) in privately negotiated
transactions, or (d) in a combination of such transactions. Each sale may be
made either at the market price prevailing at the time of sale or at a
negotiated price. Sales may be made through brokers or to dealers, and such
brokers or dealers may receive compensation in the form of commissions or
discounts not exceeding those customary in similar transactions. Any shares
covered by this Prospectus that 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 a Selling Stockholder will be borne by that Selling
Stockholder.
The Selling Stockholders and any dealer acting in connection with the
offering or any broker executing a sell order on behalf of a Selling Stockholder
may be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any profit on the sale of shares by a Selling Stockholder and any
commissions or discounts received by any such broker or dealer may be deemed to
be underwriting compensation under the Securities Act. In addition, any such
broker or dealer may be required to deliver a copy of this Prospectus to any
person who purchases any of the shares from or through such broker or dealer.
Bear Stearns and/or BSSC may act as a broker on behalf of one or more of the
Selling Stockholders in connection with sales under this Prospectus and may
receive customary commissions in connection therewith. Bear Stearns and BSSC are
member firms of the NASD and their 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 1998
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.
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<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 SEC 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, 1998; (ii) the
Quarterly Reports on Form 10-Q for the quarters ended September 25, 1998,
December 31, 1998 and March 26, 1999, and the Quarterly Report on Form
10-Q/A for the quarter ended December 31, 1998; (iii) the Current Reports on
Form 8-K dated July 21, 1998, August 26, 1998, October 14, 1998, October 30,
1998, December 9, 1998, December 16, 1998, December 21, 1998, January 19,
1999, January 20, 1999, February 23, 1999, April 12, 1999, April 14, 1999
and June 28, 1999; and (iv) the description of the Common Stock, which is
registered under Section 12 of the Exchange Act, set forth under the caption
"Description of Capital Stock" contained in the Company's Registration
Statement on Form 10, dated September 19, 1985. 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 Registration Statement 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 Registration
Statement 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 Company's Restated Certificate of Incorporation provides
for indemnification of directors and officers of the Company 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 Company'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.
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<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 pursuant to Section 4(2) thereof. Such
restricted securities were issued to the Selling Stockholders in connection with
their deferral of income under the Registrant's Capital Accumulation Plan for
Senior Managing Directors.
ITEM 8. EXHIBITS.
Exhibit No. 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 E
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on January
14, 1998).
4(a)(4) -- 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)(5) -- 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(a) -- Consent of Deloitte & Touche LLP.
24 -- Power of attorney (included in the signature pages to
the Registration Statement).
An opinion of counsel (Exhibit 5) is not being filed since the securities
being registered are not original issuance securities.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
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(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;
(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 thereto) 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 end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC 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 (a)(i) and
(a)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of 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 will be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time will 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 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 that is incorporated by reference in this Registration
Statement 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.
(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 15 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities 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, 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 the
Securities Act and will be governed by the final adjudication of such issue.
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<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 June 30, 1999.
THE BEAR STEARNS COMPANIES INC.
By:/S/ SAMUEL L. MOLINARO, JR.
------------------------------
SAMUEL L. MOLINARO, JR.
Senior Vice President-Finance
and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alan C. Greenberg, James E. Cayne and Samuel L.
Molinaro, Jr. and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform such and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on June 30, 1999.
SIGNATURE TITLE
--------- -----
THE BEAR STEARNS COMPANIES INC.
/S/ Alan C. Greenberg Chairman of the Board and Director
- -----------------------------------
ALAN C. GREENBERG
/S/ James E. Cayne President, Chief Executive Officer
- ----------------------------------- and Director (Principal
JAMES E. CAYNE Executive Officer)
/S/ Carl D. Glickman Director
- -----------------------------------
CARL D. GLICKMAN
/s/ Donald J. Harrington Director
- -------------------------------------
DONALD J. HARRINGTON
/S/ William L. Mack Director
- -----------------------------------
WILLIAM L. MACK
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<PAGE>
SIGNATURE TITLE
--------- -----
/S/ Frank T. Nickell Director
- -----------------------------------
FRANK T. NICKELL
Director
- -----------------------------------
FREDERIC V. SALERNO
/S/ Vincent Tese Director
- -----------------------------------
VINCENT TESE
/S/ Fred Wilpon Director
- -----------------------------------
FRED WILPON
/S/ Samuel L. Molinaro, Jr. Senior Vice President-Finance and
- ----------------------------------- Chief Financial Officer
SAMUEL L. MOLINARO, JR. (Principal Financial Officer)
/S/ Marshall J Levinson Controller and Assistant Secretary
- ----------------------------------- (Principal Accounting Officer)
MARSHALL J LEVINSON
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<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 E (incorporated by
reference to Exhibit 1.4 to the Registration Statement on
Form 8-A filed on January 14, 1998).
4(a)(4) -- 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)(5) -- 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(a) -- Consent of Deloitte & Touche LLP.
24 -- Power of attorney (included in the signature pages to the
Registration Statement).
Exhibit 23(a)
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 reports dated August 21,
1998, 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, 1998, and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of the Registration Statement.
/s/ Deloitte & Touche LLP
June 30, 1999
New York, New York
