Filed pursuant to Rule 424(b)(3)
Registration No. 333-79417
PROSPECTUS
THE BEAR STEARNS COMPANIES INC.
1,091,697 SHARES OF COMMON STOCK
Certain of the Company's former employees, all of whom are named in this
Prospectus, are selling for their own accounts up to 1,091,697 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 25, 1999, the closing price of the Common Stock on the Exchange
was $41.25 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
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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........................................................11
Experts.....................................................................11
Validity of the Common Stock................................................11
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-3 (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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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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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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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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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.
The Selling Stockholders are former employees of the Company and were Senior
Managing Directors of Bear Stearns, except as noted. The following table sets
forth:
o the name, address and principal position or positions over the past
three years with the Company of each Selling Stockholder (other than such
Selling Stockholder's prior 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.
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This table reflects all Selling Stockholders who are eligible to resell and
the number of shares of Common Stock available to be resold by such Selling
Stockholders.
Selling Stockholders,
Addresses of Selling Shares
Stockholders and Prior Beneficially Shares Shares Beneficially
Principal Positions with Owned Covered by Owned
the Company (1)(2)(3) this Prospectus After This Offering
- ------------------------- ------------ --------------- -------------------
Number Percent
------ -------
Andre Backar 17,768 6,849 10,919 *
The Sherry Netherlands
781 Fifth Ave., Ste.
1205
New York, NY 10022
Dennis Baum 13,374 4,449 8,925 *
128 Baldwin Road
Mt. Kisco, NY 10549
Jeffrey Cianci 9,958 9,255 703 *
33 Normandy Lane
Riverside, CT 06878
Stephen M. Cunningham 54,089 48,279 5,810 *
24 Greenbriar Lane
Greenwich, CT 06831
Peter Delaney 15,361 15,361 0 0%
1371 Cooper Road
Scotch Plains, NJ
07076
Lawrence Doyle 34,174 34,174 0 0%
128 Byram Shore Road
Greenwich, CT 06830
Michael Ehrlich 11,653 11,653 0 0%
38 Cornwell's Beach
Road
Sands Point, NY 11050
Neil T. Eigen 10,385 10,121 264 *
143 N. Passaic Avenue
Chatham, NJ 07928
Howel T. Evans (4) 32,529 29,257 3,272 *
330 Nagog Hill Road
Acton, MA 01720
Kevin J. Finnerty 156,149 155,898 251 *
15 Middle Drive
Plandome, NY 11030
Peter B. Fox (4) 2,983 831 2,152 *
1118 West Armory Street
Champaign, IL 61821
Richard N. Greenfield 24,794 24,794 0 0%
62 Parker Street
Norwell, MA 02061
Sharon Held (5) 4,611 4,611 0 0%
563 Park Avenue, Apt.
6E
New York, NY 10021
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Selling Stockholders,
Addresses of Selling Shares
Stockholders and Prior Beneficially Shares Shares Beneficially
Principal Positions with Owned Covered by Owned
the Company (1)(2)(3) this Prospectus After This Offering
- ------------------------- ------------ --------------- -------------------
Number Percent
------ -------
Michael Hellenbrand 16,919 16,919 0 0%
424 West End Avenue,
Apt. 17B
New York, NY 10024
John A. Hirsch 4,379 571 3,808 *
414 Round Hill Road
Greenwich, CT 06831
Douglas Lake 26,133 26,133 0 0%
29 Sturgis Road
Bronxville, NY 10708
Curtis S. Lane (6) 102,801 94,499 8,302 *
135 Central Park West,
Apt. 3S
New York, NY 10023
David M. Malcolm 2,364 2,364 0 0%
129 Katonah's Wood Road
Katonah, NY 10536
James A. Martello 30,474 30,474 0 0%
26 Bromley Road
Montville, NJ 07045
James D. Marver 21,036 2,434 18,602 *
c/o VantagePoint
Venture Partners
1001 Bayhill Drive,
Suite 100
San Bruno, CA 94066
William Montgoris (7) 327,699 280,033 47,666 *
286 Gregory Road
Franklin Lakes, NJ
07417
Brian Murray 19,972 9,159 10,813 *
485 Clinton Avenue
Wyckoff, NJ 07481
Salvatore Naro 24,094 24,094 0 0%
244 Piping Rock Road
Locust Valley, NY
11560
John F. Otto, Jr. 21,355 21,260 95 *
375 Round Hill Road
Greenwich, CT 06831
R. Blaine Roberts 18,654 155 18,499 *
7100 Armat Drive
Bethesda, MD 20817
Peter H. Rothschild 40,391 40,344 47 *
50 East 89th Street,
Apt. 20D
New York, NY 10128
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Selling Stockholders,
Addresses of Selling Shares
Stockholders and Prior Beneficially Shares Shares Beneficially
Principal Positions with Owned Covered by Owned
the Company (1)(2)(3) this Prospectus After This Offering
- ------------------------- ------------ --------------- -------------------
Number Percent
------ -------
Milton B. Rubin 89,680 8,789 80,891 *
98 Hill Drive
Oyster Bay, NY 11771
Arif Sarfraz 4,549 4,549 0 0%
2 Chesterfield Hill
London, England W1X 7RP
Curtis Schade 122,404 121,278 1,126 *
74 Douglas Road
Glen Ridge, NJ 07028
Gregory Smith 33,462 32,876 586 *
1120 Park Avenue, Apt.
18B
New York, NY 10128
Nulsen B. Smith (8) 15,974 15,974 0 0%
41 Middlesex Road
Chestnut Hill, MA
02467
Gregory A. Stoupnitzky 602 602 0 0%
35 Seville Avenue
Rye, NY 10580
Curtis Welling 4,970 3,658 1,312 *
239 Millstone Road
Wilton, CT 06897
- ------------
*Less than one (1%) percent.
(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 former employees' accounts
are voted on a "pass through" basis by the former 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 763,125 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) Mr. Howel T. Evans and Mr. Peter B. Fox are Managing Directors Emeritus.
(5) Mrs. Sharon Held is the designated beneficiary of, and the beneficial
owner of the shares credited under the Plan to, James Held, a former
employee of the Company and Senior Managing Director of Bear Stearns.
(6) Mr. Curtis Lane also has a short position of 5,000 shares of Common Stock.
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(7) Mr. William Montgoris is a current employee of the Company. He is retiring
on June 30, 1999.
(8) Mr. Nulsen B. Smith also has a short position of 2,000 shares of Common
Stock.
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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 or their pledgees, donees, transferees or other
successors in interest (including Bear Stearns to the extent that shares may be
sold from a margin account) 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.
VALIDITY OF THE COMMON STOCK
The validity of the Common Stock will be passed upon for the Company by
Cadwalader, Wickersham & Taft, New York, New York.
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