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) July 22, 1999
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 (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) 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
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Filed herewith are copies of:
(a) Opinion of Cadwalader, Wickersham & Taft as to legality of the 6.45%
Global Notes due 2002, Floating Rate Global Notes due 2001 and
Floating Rate Global Notes due 2002 to be issued by The Bear Stearns
Companies Inc. (the "Company");
(b) Opinion of Cadwalader, Wickersham & Taft as to certain federal
income tax consequences described in the Prospectus Supplement,
dated July 22, 1999, to the Prospectus, dated August 26, 1998,
included in the Registration Statement on Form S-3 filed by the
Company (Registration No. 333-61437).
(c) Consent of Cadwalader, Wickersham & Taft.
Item 7. Financial Statements, Pro Form Financial Information and Exhibits
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(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. 333-61437) as
exhibits to such Registration Statement:
5(a) Opinion of Cadwalader, Wickersham & Taft as to legality of the
6.45% Global Notes due 2002, Floating Rate Global Notes due 2001 and
Floating Rate Global Notes due 2002 to be issued by the Company.
8(a) Opinion of Cadwalader, Wickersham & Taft as to certain federal
income tax consequences (Included in Exhibit 5(a)).
23(c) Consent of Cadwalader, Wickersham & Taft (Included
in Exhibit 5(a)).
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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: July 28, 1999
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THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
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Exhibit No. Description
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5(a) Opinion of Cadwalader, Wickersham & Taft as to legality of the
6.45% Global Notes due 2002, Floating Rate Global Notes due
2001 and Floating Rate Global Notes due 2002 to be issued by
The Bear Stearns Companies Inc.
8(a) Opinion of Cadwalader, Wickersham & Taft as to certain federal
income tax consequences (Included in Exhibit 5(a).
23(c) Consent of Cadwalader, Wickersham & Taft (Included in Exhibit
5(a)).
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Exhibit 5(a)
[Letterhead of Cadwalader, Wickersham & Taft]
July 28, 1999
The Bear Stearns Companies Inc.
245 Park Avenue
New York, NY 10167
Ladies and Gentlemen:
We have acted as special counsel for The Bear Stearns Companies Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Prospectus Supplement, dated July 22, 1999 (the "Prospectus Supplement"), to the
Prospectus, dated August 26, 1998 (the "Prospectus"), relating to U.S.
$1,350,000,000 aggregate principal amount of (1) U.S. $500,000,000 6.45% Global
Notes due 2002, (2) U.S. $600,000,000 Floating Rate Global Notes due 2001 and
(3) U.S. $250,000,000 Floating Rate Global Notes due 2002 (collectively, the
"Notes"). The Prospectus and Prospectus Supplement are included in the
Registration Statement on Form S-3 (Registration No. 333-61437) (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
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The Bear Stearns Companies Inc. -2- July 28, 1999
substantially the form in which they are filed as an exhibit to the Registration
Statement.
We are members of the Bar of the State of New York, and in rendering the
opinions below, we do not purport to be an expert in, or express any opinion
concerning, the laws of any jurisdiction other than the substantive laws of the
State of New York, the General Corporation Law of the State of Delaware (in each
case without regard to conflicts of law principles) and, where expressly
referred to below, the substantive federal 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:
1. The Notes, when duly executed, authenticated and delivered, as
contemplated in the Prospectus and the Prospectus Supplement, will be
legally and validly issued and binding obligations of the Company, except
to the extent enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws affecting the enforcement of creditors' rights generally and
by the effect of general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law.
2. The statements made in the Prospectus Supplement, under the caption
"Certain U.S. 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.
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The Bear Stearns Companies Inc. -3- July 28, 1999
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 captions
"Certain U.S. Federal Income Tax Considerations" and "Legal Matters," 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
