BEAR STEARNS COMPANIES INC
8-K, 1999-12-07
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       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) December 1, 1999

                         THE BEAR STEARNS COMPANIES INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



     DELAWARE                   File No. 1-8989           13-3286161
     --------                   ---------------           ----------

     (State or other            (Commission File          (IRS Employer
     jurisdiction of            Number)                   Identification
     incorporation)                                       Number)



             245 Park Avenue,  New York,  New York          10167
          ------------------------------------------------------------
            (Address of principal executive offices)      (zip code)



     Registrant's telephone number, including area code:    (212) 272-2000
                                                            --------------


                                 Not Applicable
          -------------------------------------------------------------
          (former name or former address, if changed since last report)



<PAGE>




Item 5.  Other Events
         ------------

Filed herewith are copies of:

      (a)   Opinion  of  Cadwalader,  Wickersham  & Taft as to  legality  of the
            7.625%  Global  Notes  due 2009 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  December 1, 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).

      (c)   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:

            5(a) Opinion of Cadwalader,  Wickersham & Taft as to legality of the
            7.625% Global Notes due 2009 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)).


                                      -2-
<PAGE>




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                       THE BEAR STEARNS COMPANIES INC.



                                       By: /s/ Marshall J Levinson
                                           -------------------------------------
                                           Marshall J Levinson
                                           Controller and Assistant Secretary
                                           (Principal Accounting Officer)

Dated:  December 7, 1999


                                      -3-
<PAGE>




                         THE BEAR STEARNS COMPANIES INC.

                                    FORM 8-K

                                 CURRENT REPORT

                                  EXHIBIT INDEX



Exhibit No.       Description
- -----------       -----------

5(a)              Opinion of Cadwalader, Wickersham & Taft as to legality of the
                  7.625%  Global Notes due 2009 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)).


                                      -4-




                 [LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT]


December 7, 1999

The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York  10167

Ladies and Gentlemen:

We have acted as special counsel to The Bear Stearns  Companies Inc., a Delaware
corporation  (the  "Company"),   in  connection  with  the  preparation  of  the
Prospectus Supplement, dated December 1, 1999 (the "Prospectus Supplement"),  to
the  Prospectus,  dated  August  9, 1999 (the  "Prospectus"),  relating  to U.S.
$800,000,000  aggregate  principal  amount of 7.625%  Global Notes due 2009 (the
"Notes").   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  set forth 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, copies or specimens, certified
or otherwise identified to our satisfaction, of such certificates, corporate and
public records, agreements and instruments and other documents as we have deemed
appropriate as a basis for the opinions  expressed below. In such examination we
have  assumed  the  genuineness  of  all  signatures,  the  authenticity  of all
documents,  agreements  and  instruments  submitted  to  us  as  originals,  the
conformity to original  documents,  agreements and instruments of all documents,
agreements  and  instruments  submitted  to  us  as  copies  or  specimens,  the
authenticity  of the originals of such  documents,  agreements  and  instruments
submitted  to us as copies or  specimens,  and the  accuracy  of the matters set
forth in the documents,  agreements and instruments we reviewed. As to any facts
material  to such  opinions  that  were not  known to us,  we have  relied  upon
statements  and  representations  of officers and other  representatives  of the
Company and of public  officials.  Except as expressly set forth herein, we have
not undertaken any independent  investigation  (including,  without  limitation,
conducting any review,

<PAGE>

Bear, Stearns & Co. Inc.              -2-                       December 7, 1999



search or  investigation  of any public files,  records or dockets) to determine
the existence or absence of the facts that are material to our opinions,  and no
inference  as to our  knowledge  concerning  such facts should be drawn from our
reliance on the representations of the Company and others in connection with the
preparation and delivery of this letter.  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.

We express no opinion  concerning  the laws of any  jurisdiction  other than the
laws of the State of New  York,  to the  extent  expressly  referred  to in this
opinion  letter,  the  federal  laws of the United  States of  America,  and the
General  Corporation Law of the State of Delaware.  While we are not licensed to
practice law in the State of Delaware, we have reviewed applicable provisions of
the Delaware General Corporation Law as we have deemed appropriate in connection
with the  opinions  expressed  herein.

Based upon and subject to the  qualifications  set forth  herein,  we are of the
opinion that:

1.    The Notes, when duly executed,  authenticated,  and sold and delivered, as
      contemplated in the Prospectus and the Prospectus Supplement, will be duly
      authorized and legally issued and will  constitute  binding  agreements of
      the Company  entitled to the benefits of the Indenture in accordance  with
      their terms,  subject to  applicable  bankruptcy,  insolvency,  fraudulent
      conveyance,   reorganization,   moratorium,  receivership  or  other  laws
      relating  to or  affecting  creditors'  rights  generally,  and to general
      principles of equity  (regardless  of whether  enforcement  is sought in a
      proceeding at law or in equity).

2.    The  statements  made in the  Prospectus  Supplement,  under  the  caption
      "Certain US Federal Income Tax Considerations," insofar as such statements
      purport to summarize  certain federal income tax laws of the United States
      or legal  conclusions with respect  thereto,  have been reviewed by us and
      constitute a fair summary of the principal U.S.  federal tax  consequences
      of the  purchase,  ownership  and  disposition  of  the  Notes.  All  such
      statements  are 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 captions
"Certain US 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

<PAGE>

Bear, Stearns & Co. Inc.              -3-                       December 7, 1999



Commission  issued  thereunder  with  respect  to any  part of the  Registration
Statement, including this exhibit.

                                    Very truly yours,

                                    /S/ CADWALADER, WICKERSHAM & TAFT




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