AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 10, 1999
REGISTRATION NO. 333-81901
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------
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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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE(2)
--------------------------------- ------------- ------------------------- -------------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share 284,343 shares $42.50 $12,084,577.50 $3,459
<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 September 2, 1999.
</FN>
</TABLE>
<PAGE>
Explanatory Note
This post-effective amendment to Registration Statement No. 333-81901 relating
to 2,985,198 shares of common stock is being filed for purposes of registering
additional shares for resale by the Selling Shareholders. 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.
3,269,541 SHARES OF COMMON STOCK
Certain of our employees, all of whom are named in this Prospectus, are
selling for their own accounts up to 3,269,541 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 September 9, 1999, the closing price of the Common Stock on the
Exchange was $42.9375 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.
September 10, 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.
----------------
TABLE OF CONTENTS
PAGE
Where You Can Find More Information............................................2
Certain Definitions............................................................3
The Bear Stearns Companies Inc.................................................4
Selling Stockholders...........................................................6
Plan Of Distribution..........................................................11
Experts.......................................................................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-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, June 28,
1999, July 21, 1999, July 22, 1999, August 5, 1999 and August 9,
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 BEAR STEARNS COMPANIES INC.
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. Our 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 and the AMEX;
o providing fiduciary and other services, including real estate
brokerage, investment management and investment advisory; and
o conducting financial market and securities research.
Our business is conducted:
o from its principal offices in New York City;
o from domestic regional offices in Atlanta, Boston, Chicago, Dallas,
Los Angeles and San Francisco;
o from representative offices in Beijing, Hong Kong and Shanghai;
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<PAGE>
o from a branch office in Lugano;
o through international subsidiaries in Buenos Aires, Dublin, Hong
Kong, London, Sao Paulo, Singapore and Tokyo; and
o through joint ventures with other firms in Belgium, Madrid and the
Philippines.
Our foreign offices provide services and engage in investment activities
involving foreign clients and international transactions. We provide
trust-company services through our subsidiary, Custodial Trust Company, located
in Princeton, New Jersey.
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.
We are incorporated in the State of Delaware. Our principal executive
office is located at 245 Park Avenue, New York, New York 10167, U.S.A., and our
telephone number is (212) 272-2000. Our 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 our Capital Accumulation
Plan for Senior Managing Directors.
Each of the Selling Stockholders is an employee of ours or one of our
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 August 23, 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.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED AFTER
SHARES THIS OFFERING
SELLING STOCKHOLDERS AND PRINCIPAL SHARES BENEFICIALLY COVERED BY -------------------------------
POSITIONS WITH THE COMPANY OWNED (1)(2)(3) THIS PROSPECTUS NUMBER PERCENT
---------------------------------- ------------------- --------------- ------ -------
<S> <C> <C> <C> <C>
Michael J. Abatemarco 42,074 11,684 30,390 *
Stephen M. Ackerman 16,008 10,729 5,279 *
Edward Almeida 30,669 10,557 20,112 *
Perrin Arturi 24,123 23,290 833 *
Jeffrey C. Bernstein 25,627 7,032 18,595 *
Steve Binder 6,142 2,092 4,050 *
Damion Carufe 29,109 15,093 14,016 *
James E. Cayne (4) 4,412,399 630,389 3,782,010 2.41%
President -- --
Chief Executive Officer -- --
Vincent M. Cazzetta 2,678 687 1,991 *
Daniel A. Celentano 12,207 9,869 2,338 *
Pasquale CeStaro, III 10,659 1,479 9,180 *
Peter Cherasia (a) 111,540 50,687 60,853 *
Barry J. Cohen 194,245 42,230 152,015 *
David S. Connelly 77,276 75,958 1,318 *
Steven M. Dantus (5) 75,963 15,109 60,854 *
Daniel R. Delahanty (6) 48,694 16,302 32,392 *
Wendy de Monchaux 94,303 53,073 41,230 *
Richard W. Dimino 93,945 3,439 90,506 *
Kenneth L. Edlow 448,707 1,014 447,693
Yan Erlikh 69,067 42,106 26,961 *
Marc Feuer 3,473 434 3,039 *
William Finn 31,764 7,500 24,264 *
Michael B. Frankel 39,874 11,902 27,972 *
Clifford Friedman 27,535 14,286 13,249 *
Paul M. Friedman 18,288 5,485 12,803 *
Barry Ganz 15,636 12,626 3,010 *
Bruce E. Geismar (a)(7) 123,454 12,804 110,650 *
David H. Glaser 28,667 9,869 18,798 *
Alan C. Greenberg 275,885 24,885 251,000 *
Chairman of the Board -- --
Chairman of the -- --
Executive Committee -- --
Andrew E. Haas (8) 50,531 19,847 30,684 *
Richard Harriton (a) 58,380 58,380 -- 0.00%
Cory Hechler 19,191 18,144 1,047 *
Daniel Hoffman 20,240 11,575 8,665 *
Michael Hyatt (9) 78,631 23,450 55,181 *
Robert B. Jackman 251,649 27,723 223,926 *
Brian C. Jerome 42,195 20,366 21,829 *
Wesley M. Jones 12,140 5,841 6,299 *
Michael Josephson 24,317 7,650 16,667 *
Daniel L. Keating (a) (10) 247,004 52,243 194,761 *
Frederick N. Khedouri 66,608 30,483 36,125 *
John Y. Koren 42,458 21,187 21,271 *
Hans Rudolph Kunz 98,933 49,683 49,250 *
-7-
<PAGE>
SHARES BENEFICIALLY OWNED AFTER
SHARES THIS OFFERING
SELLING STOCKHOLDERS AND PRINCIPAL SHARES BENEFICIALLY COVERED BY -------------------------------
POSITIONS WITH THE COMPANY OWNED (1)(2)(3) THIS PROSPECTUS NUMBER PERCENT
---------------------------------- ------------------- --------------- ------ -------
Mark A. Kurland 96,350 48,524 47,826 *
Andrew Lawrence (11) 171,514 3,008 168,506 *
Mark E. Lehman (12) 153,314 46,094 107,220 *
Executive Vice President -- --
General Counsel -- --
Calleen King-Letaconnoux 23,683 1,643 22,040 *
Frederick Leuffer 24,618 13,127 11,491 *
Marshall J Levinson 1,363 503 860 *
Controller -- --
Assistant Secretary -- --
David A. Liebowitz 32,467 15,645 16,822 *
Roland N. Livney 110,897 49,744 61,153 *
Michael A. Lorig 102,384 21,309 81,075 *
Anthony Magro 18,752 8,558 10,194 *
Thomas Marano 40,644 18,743 21,901 *
David Marren 18,044 8,558 9,486 *
George J. Mason 24,014 8,200 15,814 *
Jeffrey Mehl 89,504 16,861 72,643 *
Michael Minikes (a) (13) 619,570 170,721 448,849 *
Treasurer -- --
Samuel Molinaro 16,050 8,645 7,405 *
Senior Vice President- -- --
Finance -- --
Chief Financial Officer -- --
Dominick Mondi 11,763 5,668 6,095 *
Donald R. Mullen (a) 44,944 44,461 483 *
Steven B. Nakovich 60,374 4,049 56,325 *
Barry Nix 128,183 61,359 66,824 *
Fares Noujaim 120,933 63,949 56,984 *
Craig M. Overlander 112,646 50,105 62,541 *
Aldo Parcesepe 227,338 56,710 170,628 *
Terese D. Payne 152,775 35,504 117,271 *
(Leave of Absence) -- --
Edward Raice 185,861 95,418 90,443 *
E. John Rosenwald, Jr. (a) 259,563 4,959 254,604 *
Michael Saperstein 682,243 1,140 681,103 *
Michael D. Sargent 78,888 1,164 77,724 *
George Sarner 254,672 7,028 247,644 *
Kenneth Savio 23,541 11,384 12,157 *
Steven Scari 40,909 20,485 20,424 *
Joel S. Schlesinger 11,512 8,145 3,367 *
David Schoenthal 2,020 2,003 17 *
Clark Schubach 57,865 16,370 41,495 *
Alan D. Schwartz (a) 1,222,903 308,708 914,195 *
Douglas Sharon 4,991 3,534 1,457 *
Anthony P. Skvarla 46,790 12,175 34,615 *
David Solomon (a) 148,058 101,013 47,045 *
Warren Spector (a) (14) 584,723 238,104 346,619 *
Robert Steinberg (a)(15) 1,258,543 7,747 1,250,796 *
Donald Tang 153,658 70,845 82,813 *
Michael L. Tarnopol (a) 443,280 44,053 399,227 *
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<PAGE>
SHARES BENEFICIALLY OWNED AFTER
SHARES THIS OFFERING
SELLING STOCKHOLDERS AND PRINCIPAL SHARES BENEFICIALLY COVERED BY -------------------------------
POSITIONS WITH THE COMPANY OWNED (1)(2)(3) THIS PROSPECTUS NUMBER PERCENT
---------------------------------- ------------------- --------------- ------ -------
Vice Chairman -- --
John Tywman 110,858 50,863 59,995 *
Eli Wachtel (16) 49,767 24,656 25,111 *
George J. Zahringer 10,513 1,508 9,005 *
Uzi Zucker (a) 326,722 7,369 319,353 *
--------------
*Less than one (1%) percent.
<FN>
(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 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 20,873,587 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 230,623 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) Includes 21 shares of Common Stock held by Mr. Dantus as custodian for
his child.
(6) Includes 525 shares of Common Stock held by Mr. Delahanty as custodian
for his child.
(7) Does not include 2,194 shares of Common Stock owned by Mr. Geismar's
son, as to which shares Mr. Geismar disclaims beneficial ownership.
(8) Includes 513 shares of Common Stock held by Mr. Haas as custodian for
his children.
(9) Includes 662 shares of Common Stock held by Mr. Hyatt as custodian for
his children.
(10) Includes 2,060 shares of Common Stock held by Mr. Keating as custodian
for his children.
(11) Mr. Lawrence also has a short position of 55,203 shares of Common
Stock.
(12) 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.
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<PAGE>
(13) Does not include 1,696 shares of Common Stock owned by Mr. Minikes'
wife, as to which shares Mr. Minikes disclaims beneficial ownership.
(14) Does not include 606 shares of Common Stock owned by Mr. Spector's
wife, as to which shares Mr. Spector disclaims beneficial ownership.
(15) Mr. Steinberg also has a short position of 100,000 shares of Common
Stock.
(16) Mr. Wachtel also has a short position of 22,785 shares of Common Stock.
</FN>
</TABLE>
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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. We 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 us, 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 our 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 us 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 our 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, June 28, 1999, July 21, 1999, July
22, 1999, August 5, 1999 and August 9, 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 our Registration Statement on Form 10, dated September 19, 1985. All
documents filed by us 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 our Restated Certificate of Incorporation provides for
indemnification of our directors and officers 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.
Our 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.
We, as registrant, have in effect reimbursement insurance for our
directors' and officers' liability claims and directors' and officers' liability
insurance indemnifying, respectively, ourselves and our 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.
II-2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
With respect to the restricted securities reoffered or resold pursuant to
this Registration Statement, we 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 our 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.
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.
------------
* Previously Filed
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(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
II-3
<PAGE>
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.
II-4
<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
Post-Effective Amendment No. 1 to the 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 September 10, 1999.
THE BEAR STEARNS COMPANIES INC.
By:/s/ Samuel L. Molinaro, Jr.
------------------------------
SAMUEL L. MOLINARO, JR.
Senior Vice President-Finance
and Chief Financial Officer
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 September 10, 1999.
SIGNATURE TITLE
--------- -----
THE BEAR STEARNS COMPANIES INC.
*
- ---------------------------- Chairman of the Board and Director
ALAN C. GREENBERG
*
- ---------------------------- President, Chief Executive Officer and
JAMES E. CAYNE Director
(Principal Executive Officer)
*
- ---------------------------- Director
CARL D. GLICKMAN
*
- ---------------------------- Director
DONALD J. HARRINGTON
*
- ---------------------------- Director
WILLIAM L. MACK
*
- ---------------------------- Director
FRANK T. NICKELL
*
- ---------------------------- Director
FREDERIC V. SALERNO
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<PAGE>
SIGNATURE TITLE
--------- -----
*
- ---------------------------- Director
VINCENT TESE
*
- ---------------------------- Director
FRED WILPON
/s/ Samuel L. Molinaro, Jr. Senior Vice President-Finance and Chief
- ---------------------------- Financial Officer
SAMUEL L. MOLINARO, JR. (Principal Financial Officer)
*
- ---------------------------- Controller and Assistant Secretary
MARSHALL J LEVINSON (Principal Accounting Officer)
*By: /s/ Samuel L. Molinaro, Jr.
- ---------------------------------
SAMUEL L. MOLINARO, JR.
(Attorney-in-fact)
II-6
<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.
23(a) -- Consent of Deloitte & Touche LLP.
24 -- Power of attorney (included in the signature pages to the
Registration Statement).
- --------------
*Previously Filed
Exhibit 4(b)
BY-LAWS*
OF
THE BEAR STEARNS COMPANIES INC.
(A Delaware Corporation)
(Restated as of January 21, 1998)
------------------------------
ARTICLE 1
DEFINITIONS
As used in these By-laws, unless the context otherwise requires, the
term:
1.1 "Assistant Secretary" means an Assistant Secretary of the
Corporation.
1.2 "Assistant Treasurer" means an Assistant Treasurer of the
Corporation.
1.3 "Board" means the Board of Directors of the Corporation.
1.4 "By-laws" means the initial by-laws of the Corporation, as amended
from time to time.
1.5 "Certificate of Incorporation" means the initial certificate of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.
1.6 "Chairman of the Board" means the Chairman of the Board of
Directors of the Corporation.
1.7 "Chief Administrative Officer" means the Chief Administrative
Officer of the Corporation.
1.8 "Chief Executive Officer" means the Chief Executive Officer of the
Corporation.
- ----------
* Composite copy reflecting all amendments as of July 21, 1999
<PAGE>
1.9 "Chief Financial Officer" means the Chief Financial Officer of the
Corporation.
1.10 "Chief Operating Officer" means the Chief Operating Officer of the
Corporation.
1.11 "Controller" means the Controller of the Corporation.
1.12 "Corporation" means The Bear Stearns Companies Inc.
1.13 "Directors" means directors of the Corporation.
1.14 "General Corporation Law" means the General Corporation Law of the
State of Delaware, as amended from time to time.
1.15 "Office of the Corporation" means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.
1.16 "President" means the President of the Corporation.
1.17 "Secretary" means the Secretary of the Corporation.
1.18 "Stockholders" means stockholders of the Corporation.
1.19 "Treasurer" means the Treasurer of the Corporation.
1.20 "Vice President" means a Vice President of the Corporation.
1.21 "Whole Board" means the total number of directors of the
Corporation as last determined by the Board of Directors in accordance with the
Certificate of Incorporation, including any directorships that are vacant for
any reason.
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<PAGE>
ARTICLE 2
STOCKHOLDERS
------------
2.1 Place of Meetings. Every meeting of stockholders shall be held at
the office of the Corporation or at such other place within or without the State
of Delaware as shall be specified or fixed in the notice of such meeting or in
the waiver of notice thereof.
2.2 Annual Meeting. A meeting of stockholders for the election of
directors and the transaction of such other business as may be brought before
such meeting shall be held at such hour and on such business day in each year as
may be determined by resolution adopted by the affirmative vote of a majority of
the Whole Board.
2.3 Deferred Meeting for Election of Directors. If the election of
directors shall not be held on the date designated therefor or at an adjournment
of a meeting convened on such date, the Board of Directors, by resolution or
resolutions adopted by the affirmative vote of a majority of the Whole Board,
shall cause to be held a special meeting of stockholders for such purpose as
soon thereafter as practicable.
2.4 Other Special Meetings. A special meeting of stockholders (other
than a special meeting for the election of directors), unless otherwise
prescribed by statute, may be called at any other time only at the direction of
the Board by resolution adopted by the affirmative vote of a majority of the
Whole Board or such other person or persons as may be specified in the
Certificate of Incorporation. At any special meeting of stockholders only such
business may be transacted as is related to the purpose or purposes of such
meeting set forth in the notice thereof given pursuant to Section 2.6 of the
By-laws or in any waiver of notice thereof given pursuant to Section 2.7 of the
By-laws.
2.5 Fixing Record Date. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to
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<PAGE>
express consent to corporate action in writing without a meeting, or for the
purpose of determining stockholders entitled to receive payment of any dividend
or other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board may fix, in advance, a date as the
record date for any such determination of stockholders. Such date shall not be
more than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action. If no such record date is fixed:
2.5.1 The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held;
2.5.2 The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting (if
permitted), when no prior action by the Board is necessary, shall be
the day on which the first written consent is expressed;
2.5.3 The record date for determining stockholders for any
purpose other than those specified in Sections 2.5.1 and 2.5.2 shall
be at the close of business on the day on which the Board adopts the
resolution relating thereto. When a determination of stockholders
entitled to notice of or to vote at any meeting of stockholders has
been made as provided in this Section 2.5 such determination shall
apply to any adjournment thereof, unless the Board fixes a new record
date for the adjourned meeting.
2.6 Notice of Meetings of Stockholders. Except as otherwise provided
in Sections 2.5 and 2.7 of the By-laws, whenever under the General Corporation
Law or the
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<PAGE>
Certificate of Incorporation or the By-laws, stockholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. A copy of the notice of
any meeting shall be given, personally or by mail, not less than ten nor more
than sixty days before the date of the meeting, to each stockholder entitled to
notice of or to vote at such meeting. If mailed, such notice shall be deemed to
be given when deposited in the United States mail, with postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation. An affidavit of the Secretary or an Assistant Secretary or of the
transfer agent of the Corporation that the notice required by this section has
been given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein. When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that might have been transacted at the
meeting as originally called. If, however, the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
2.7 Waivers of Notice. Whenever notice is required to be given to any
stockholder under any provision of the General Corporation Law or the
Certificate of Incorporation or the By-laws, a written waiver thereof, signed by
the stockholder entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a stockholder at a
meeting shall constitute a waiver of notice of such meeting, except when the
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully
-5-
<PAGE>
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice.
2.8 List of Stockholders. The Secretary shall prepare and make, or
cause to be prepared and made, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
2.9 Quorum of Stockholders; Adjournment. Except as otherwise provided
by law or by the Certificate of Incorporation, the holders of a majority of the
shares of stock entitled to vote at any meeting of stockholders, present in
person or represented by proxy, shall constitute a quorum for the transaction of
any business at such meeting. When a quorum is once present to organize a
meeting of stockholders, it is not broken by the subsequent withdrawal of any
stockholders. The holders of a majority of the shares of stock present in person
or represented by proxy at any meeting of stockholders, including an adjourned
meeting, whether or not a quorum is present, may adjourn such meeting to another
time and place.
2.10 Voting; Proxies. Unless otherwise provided in the Certificate of
Incorporation, every stockholder of record shall be entitled at every meeting of
stockholders to one vote for each share of capital stock standing in his name on
the record of stockholders
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<PAGE>
determined in accordance with Section 2.8 of the By-laws. The provisions of
Sections 212 and 217 of the General Corporation Law shall apply in determining
whether any shares of capital stock may be voted and the persons, if any,
entitled to vote such shares; but the Corporation shall be protected in treating
the persons in whose names shares of capital stock stand on the record of
stockholders as owners thereof for all purposes. At any meeting of stockholders
at which a quorum is present, all matters, except as otherwise provided by law
or by the Certificate of Incorporation or by the By-laws, shall be decided by a
majority of the votes cast at such meeting by the holders of shares present in
person or represented by proxy and entitled to vote thereon, whether or not a
quorum is present when the vote is taken. Unless otherwise determined by the
chairman of the meeting, election of directors need not be by written ballot;
provided, however, that by resolution duly adopted by the stockholders, a vote
by written ballot shall be required. In voting on any other question on which a
vote by ballot is required by law or is demanded by any stockholder entitled to
vote, the voting shall be by ballot. Each ballot shall be signed by the
stockholder voting or by his proxy, and shall state the number of shares voted.
On all other questions, the voting may be viva voce. Every stockholder entitled
to vote at a meeting of stockholders, or to express consent to or dissent from
corporate action in writing without a meeting, may authorize another person or
persons to act for him by proxy. The validity and enforceability of any proxy
shall be determined in accordance with Section 212 of the General Corporation
Law.
2.11 Selection and Duties of Inspectors at Meetings of Stockholders.
2.11.1 The Board shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at the meeting and
make a written report thereof. The Board may designate one or more
persons as alternate inspectors to replace any
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<PAGE>
inspector who fails to act. If no inspector or alternate is able to
act at a meeting, the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability.
2.11.2 The inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares
represented at the meeting and the validity of proxies and ballots,
(iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made
to any determination by the inspectors, and (v) certify their
determination of the number of shares represented at the meeting, and
their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the
performance of the duties of inspector.
2.11.3 The date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at a
meeting shall be announced at the meeting. No ballot, proxies or
votes, nor any revocations thereof or changes thereto, shall be
accepted by the inspectors after the closing of the polls, unless the
Court of Chancery of the State of Delaware upon application by a
stockholder shall determine otherwise.
2.12 Organization. At every meeting of stockholders, the Chairman of
the Board or, in the absence of the Chairman of the Board, the Chief Executive
Officer, and in the absence of the Chairman of the Board and the Chief Executive
Officer, the President, and in the absence of the Chairman of the Board, the
Chief Executive Officer and the President, the Chief
-8-
<PAGE>
Operating Officer, and in the absence of any of the foregoing such person as
shall have been designated by resolution adopted by the affirmative vote of a
majority of the Whole Board or by the Chairman of the Board, shall act as
chairman of the meeting. The Secretary, or in his absence one of the Assistant
Secretaries, shall act as secretary of the meeting. In case none of the officers
above designated to act as secretary of the meeting shall be present, a
secretary of the meeting shall be chosen by a majority of the votes cast at such
meeting by the holders of shares of capital stock present in person or
represented by proxy and entitled to vote at the meeting.
2.13 Order of Business. The order of business at all meetings of
stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority of the votes cast at such meeting by the holders of
shares of capital stock present in person or represented by proxy and entitled
to vote at the meeting.
ARTICLE 3
DIRECTORS
---------
3.1 General Powers. Except as otherwise provided in the Certificate of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board. The Board may adopt such rules and
regulations, not inconsistent with the Certificate of Incorporation or the
By-laws or applicable laws, as it may deem proper for the conduct of its
meetings and the management of the Corporation. In addition to the powers
expressly conferred by the By-laws, the Board may exercise all powers and
perform all acts which are not required, by law or by the Certificate of
Incorporation, the By-laws, the Constitution of the New York Stock Exchange,
Inc. or the Rules of the Board of Directors of the New York Stock Exchange,
Inc., to be exercised and performed by the stockholders.
-9-
<PAGE>
3.2 Number; Qualification; Term of Office. The Board shall consist of
not fewer than eight (8) nor more than forty (40) members (provided, however,
that such maximum number may be increased from time to time to the extent
provided in any resolution or resolutions adopted by the Board providing for the
issuance of any series of Preferred Stock pursuant to Article V of the
Certificate of Incorporation) and within such limits the number of directors
shall be determined, and may be changed from time to time, solely by resolution
adopted by the affirmative vote of a majority of the Whole Board. Directors need
not be stockholders. Each director shall hold office until his successor is
elected and qualified or until his earlier death, resignation or removal.
3.3 Election. Directors shall, except as otherwise required by law or
by the Certificate of Incorporation, be elected by a plurality of the votes cast
at a meeting of stockholders by the holders of shares entitled to vote in the
election.
3.4 Newly Created Directorships and Vacancies. Unless otherwise
provided in the Certificate of Incorporation, any vacancy in the Board caused by
death, resignation, removal, disqualification or any other cause (other than an
increase in the number of directors) may be filled solely by the affirmative
vote of a majority of the directors then in office, though less than a quorum of
the Whole Board, or by a sole remaining director; and a majority of the Whole
Board may fill a vacancy which results from an increase in the number of
directors. A director elected to fill a vacancy shall be elected to hold office
until his successor is elected and qualified, or until his earlier death,
resignation or removal.
3.5 Resignations. Any director may resign at any time by written
notice to the Corporation. Such resignation shall take effect at the time
therein specified, and, unless
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<PAGE>
otherwise specified, the acceptance of such resignation shall not be necessary
to make it effective.
3.6 Removal of Directors. Subject to the provisions of Section 141(k)
of the General Corporation Law, any or all of the directors may be removed with
or without cause, by the holders of a majority of the shares then entitled to
vote in an election of directors.
3.7 Compensation. Each director, in consideration of his service as
such, shall be entitled to receive from the Corporation such amount per annum or
such fees for attendance at directors' meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in connection with the performance of his duties. Each director
who shall serve as a member of any committee of directors in consideration of
his serving as such shall be entitled to such additional amount per annum or
such fees for attendance at committee meetings, or both, as the Board may from
time to time determine, together with reimbursement for the reasonable expenses
incurred by him in the performance of his duties. Nothing contained in this
section shall preclude any director from serving the Corporation or its
subsidiaries in any other capacity and receiving proper compensation therefor.
3.8 Place and Time of Meetings. Meetings of the Board or any committee
thereof, regular or special, may be held at any place within or without the
State of Delaware. The times and places for holding meetings of the Board or any
committee thereof may be fixed from time to time by resolution of the Board or
(unless contrary to resolution of the Board) in the notice of the meeting.
3.9 Annual Meetings. On the day when and at the place where the annual
meeting of stockholders for the election of directors is held, and as soon as
practicable thereafter,
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<PAGE>
the Board may hold its annual meeting, without notice of such meeting, for the
purposes of organization, the election of officers and the transaction of other
business. The annual meeting of the Board may be held at any other time and
place specified in a notice given as provided in Section 3.11 of the By-laws for
special meetings of the Board or in a waiver of notice thereof.
3.10 Regular Meetings. Regular meetings of the Board or any committee
thereof may be held at such times and places as may be fixed from time to time
by the Board. Unless otherwise required by the Board, regular meetings of the
Board or any committee thereof may be held without notice and (unless contrary
to resolution of the Board) shall be held at the Corporation's principal
executive offices. If any day fixed for a regular meeting of the Board or any
committee thereof shall be a Saturday or Sunday or a day on which trading is not
conducted by the New York Stock Exchange, Inc., then such meeting shall be held
at the same hour at the same place on the first business day thereafter which is
not a Saturday, Sunday or a day on which trading is not conducted by the New
York Stock Exchange, Inc.
3.11 Special Meetings. Special meetings of the Board or any committee
thereof shall be held whenever called by the Chairman, the Chief Executive
Officer or the Secretary or by any two or more directors in the case of the
Board, or in the case of any committee, its chairman or any two members thereof.
Notice of each special meeting of the Board or any committee thereof shall, if
mailed, be addressed to each director at the address designated by him for that
purpose or, if none is designated, at his last known address at least two days
before the date on which the meeting is to be held; or such notice shall be sent
to each director at such address by telegraph, cable, wireless or facsimile
communication, or be delivered to him personally, not later than the day before
the date on which such meeting is to be held. Every such notice shall state the
time and place of the meeting but need not state the purposes of
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<PAGE>
the meeting, except to the extent required by law. If mailed, each notice shall
be deemed given when deposited, with postage thereon prepaid, in a post office
or official depository under the exclusive care and custody of the United States
Postal Service. Such mailing shall be by first class mail.
3.12 Adjourned Meetings. A majority of the directors or committee
members present at any meeting of the Board or any committee thereof, as the
case may be, including an adjourned meeting, whether or not a quorum is present,
may adjourn such meeting to another time and place. Notice of any adjourned
meeting of the Board or any committee thereof need not be given to any director,
or committee member, whether or not present at the time of the adjournment. Any
business may be transacted at any adjourned meeting that might have been
transacted at the meeting as originally called.
3.13 Waiver of Notice. Whenever notice is required to be given to any
director or member of a committee of directors under any provision of the
General Corporation Law or of the Certificate of Incorporation or By-laws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
directors, or a committee of directors, need be specified in any written waiver
of notice.
3.14 Organization. At each meeting of the Board, the officers
specified in Article 5 hereof (or, in the absence of all officers designated in
Article 5 hereof so to act, another
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director chosen by a majority of the directors present) shall act as chairman of
the meeting and preside thereat. The Secretary shall act as secretary at each
meeting of the Board. In case the Secretary shall be absent from any meeting of
the Board, an Assistant Secretary shall perform the duties of secretary at such
meeting; and in the absence from any such meeting of the Secretary and all
Assistant Secretaries, the person presiding at the meeting may appoint any
person to act as secretary of the meeting.
3.15 Quorum of Board or Committee. Except as otherwise provided by
law, by the Certificate of Incorporation or elsewhere in these By-laws, (a) a
majority of the directors in office at the time shall constitute a quorum for
the transaction of business, or of any specified item of business, at any
meeting of the Board and (b) a majority of the members of any committee shall
constitute a quorum for the transaction of business of such committee, or of any
specified item of business, at any meeting of such committee.
3.16 Action by the Board; Attendance by Conference Telephone, Etc. All
corporate action taken by the Board or any committee thereof shall be taken at a
meeting of the Board, or of such committee, as the case may be, except that any
action required or permitted to be taken at any meeting of the Board, or of any
committee thereof, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.
Members of the Board, or any committee designated by the Board, may participate
in a meeting of the Board, or of such committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 3.16 shall constitute presence in person at
such meeting. Except as otherwise provided by law, by the Certificate of
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Incorporation or these By-laws, the vote of a majority of the directors or
committee members present (including those who participate by means of a
conference telephone or similar communications equipment) at the time of the
vote, if a quorum is present at such time, shall be the act of the Board or such
committee.
ARTICLE 4A
COMMITTEES OF THE CORPORATION
-----------------------------
The Board may, by resolution passed by a majority of the Whole Board,
designate one or more committees of the Corporation, each committee to consist
of one or more of the directors or officers of the Corporation or one or more of
the directors or officers of the Corporation's wholly owned subsidiary, Bear,
Stearns & Co. Inc., as the Board shall determine. A member of any committee of
the Corporation may be removed with or without cause by action taken by a
majority of the Whole Board. Each such committee shall have and may exercise
such powers, authority and responsibilities as the Board shall determine and as
may be properly granted to such committee under the laws of the State of
Delaware, the Certificate of Incorporation and these By-laws. The powers,
authority and responsibilities thereby granted may include those that may be
delegated to officers of the Corporation.
ARTICLE 4
COMMITTEES OF THE BOARD
-----------------------
The Board may, by resolution passed by a majority of the Whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the
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committee. A member of any committee of the Board may be removed with or without
cause by action taken by a majority of the Whole Board. In the absence or
disqualification of a member of the committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by the General Corporation Law to be
submitted to stockholders for approval or (ii) adopting, amending or repealing
any By-law of the Corporation.
ARTICLE 5
OFFICERS
--------
5.1 Officers. The Board shall elect a Chairman of the Board of
Directors, a Chief Executive Officer, a President, a Chief Operating Officer, a
Chief Financial Officer, a Chief Administrative Officer, a Secretary, a
Treasurer and a Controller, and may elect or appoint one or more Vice Presidents
and one or more Managing Directors (who need not be, and unless otherwise
properly elected thereto, shall not be, members of the Board) and such other
officers (including Assistant Secretaries and Assistant Treasurers) as the Board
may determine. The Board may designate one or more Vice Presidents as Executive
Vice Presidents, Senior Vice Presidents or First Vice Presidents, and may use
other descriptive words or phrases to designate
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the standing, seniority or area of special competence of the Vice Presidents and
Managing Directors elected or appointed by it. The Board may from time to time
elect, or delegate to any one or more officers the power to appoint, such other
officers as may be necessary or desirable for the business of the Corporation.
Each officer shall hold his office until his successor is elected and qualified
or until his earlier death, resignation or removal in the manner provided in
Section 5.2 of the By-laws. Any two or more offices may be held by the same
person, but no officers shall execute, acknowledge or verify any instrument in
more than one capacity if such instrument is required by law or by the By-laws
to be executed, acknowledged, or verified by two or more officers. The Board may
require any officer to give a bond or other security for the faithful
performance of his duties, in such amount and with such sureties as the Board
may determine. All officers as between themselves and the Corporation shall have
such authority and perform such duties in the management of the Corporation as
may be provided in the By-laws or as the Board or any appointing authority may
from time to time determine.
5.2 Removal of Officers. Any officer of the Corporation may be
removed, with or without cause, by the Board or, except in the case of an
officer elected or appointed by the Board, by any officer to whom the Board
shall have delegated the power to appoint such officer being removed. The
removal of an officer without cause shall be without prejudice to his contract
rights, if any. The election or appointment of an officer shall not of itself
create contract rights.
5.3 Resignations. Any officer may resign at any time by so notifying
the Board or the Chairman of the Board or the Secretary in writing. Such
resignation shall take effect at the date of receipt of such notice or at such
later time as is therein specified and, unless otherwise specified, the
acceptance of such resignation shall not be necessary to make it
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effective. The resignation of an officer shall be without prejudice to the
contract rights of the Corporation, if any.
5.4 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in the By-laws for the regular
election or appointment to such office.
5.5 Compensation. Salaries or other compensation of the officers may
be fixed from time to time by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that he is also a
director.
5.6 Chairman of the Board. The Chairman of the Board, if present,
shall preside at each meeting of the stockholders and of the Board. He shall
perform all duties incident to the office of Chairman of the Board and such
other duties as from time to time may be assigned to him by the Board.
5.7 Chief Executive Officer. The Chief Executive Officer shall be the
chief executive officer of the Corporation and shall have general supervision
over the business of the Corporation, subject, however, to the control of the
Board and of any duly authorized committee of directors. The Chief Executive
Officer, in the absence of the Chairman of the Board, shall preside at each
meeting of the stockholders and of the Board. He may, with the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates
for shares of capital stock of the Corporation. He may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the Board or by the By-laws to some other officer or
agent of the Corporation, or shall be required by law otherwise to be signed or
executed; and, in general, shall perform all duties incident to the office of
Chief Executive
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Officer and such other duties as from time to time may be assigned to him by the
Board or by the By-laws.
5.8 The President. The President shall assist the Chief Executive
Officer in the management of and supervision and direction over the business and
affairs of the Corporation, subject, however, to the direction of the Chief
Executive Officer and the control of the Board. The President may, in the
absence of the Chairman of the Board and the Chief Executive Officer, preside,
if present, at each meeting of the stockholders and of the Board. The President
may, with the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer, sign certificates for shares of capital stock of the
Corporation; and, in general, shall perform all duties incident to the office of
the President and such other duties as from time to time may be assigned to him
by the Board, by the By-laws or by the Chief Executive Officer.
5.9 Chief Operating Officer. The Chief Operating Officer shall be the
chief operating officer of the Corporation, and shall assist the Chief Executive
Officer and the President in the active management of and supervision and
direction over the business and affairs of the Corporation, subject, however, to
the direction of the Chief Executive Officer and the President and the control
of the Board. In the absence of the Chairman of the Board, the Chief Executive
Officer and the President, the Chief Operating Officer shall preside at each
meeting of the stockholders and of the Board. He may, with the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates
for shares of capital stock of the Corporation. He may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the Board or by the By-laws to some other officer or
agent of the Corporation, or shall be required by law otherwise to be signed or
executed; and, in general, shall
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perform all duties incident to the office of Chief Operating Officer and such
other duties as from time to time may be assigned to him by the Board, by the
By-laws or by the Chief Executive Officer.
5.10 Chief Financial Officer. The Chief Financial Officer shall be the
chief financial officer of the Corporation, and shall render to the Board,
whenever the Board may require, an account of the financial condition of the
Corporation; shall make, sign and file financial, tax and similar reports to any
state, federal or municipal government, agency or department, or any
self-regulatory organization; shall provide for the continuous review of all
accounts and reports; and shall perform such other duties as from time to time
may be assigned to him by the Board or the Chief Executive Officer.
5.11 Chief Administrative Officer. The Chief Administrative Officer
shall be the principal administrative officer of the Corporation and shall
assist the Chief Operating Officer in the provision of such administrative and
support services as are necessary or appropriate for the conduct of the business
and the affairs of the Corporation, subject to the direction of the Chief
Operating Officer and the Chief Executive Officer and the control of the Board
of Directors. In addition, the Chief Administrative Officer shall perform such
other duties as from time to time may be assigned to him by the Board or by the
Chief Operating Officer.
5.12 Secretary. The Secretary, if present, shall act as secretary of
all meetings of the stockholders and of the Board, and shall keep the minutes
thereof in the proper book or books to be provided for that purpose; he shall
see that all notices required to be given by the Corporation are duly given and
served; he may, with the Chief Executive Officer, the President or the Chief
Operating Officer, sign certificates for shares of capital stock of the
Corporation; he shall be custodian of the seal of the Corporation and may seal
with the seal of the Corporation, or
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a facsimile thereof, all certificates for shares of capital stock of the
Corporation and all documents the execution of which on behalf of the
Corporation under its corporate seal is authorized in accordance with the
provisions of the By-laws; he shall have charge of the stock ledger and also of
the other books, records and papers of the Corporation relating to its
organization and management as a Corporation, and shall see that the reports,
statements and other documents required by law are properly kept and filed; and,
in general, shall perform all the duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the Board or by
the Chief Executive Officer.
5.13 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the By-laws; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositaries of the Corporation signed in
such manner as shall be determined in accordance with any provisions of the
By-laws, and be responsible for the accuracy of the amounts of all moneys so
disbursed; may, with the Chief Executive Officer, the President or the Chief
Operating Officer, sign certificates for shares of capital stock of the
corporation; and, in general, shall perform all the duties incident to the
office of the Treasurer and such other duties as from time to time may be
assigned to him by the Board or by the Chief Executive Officer.
5.14 Vice President. Each Executive Vice President, Senior Vice
President, First Vice President and Vice President shall have such powers and
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perform such duties as the Board or the Chief Executive Officer from time to
time may prescribe, and shall perform such other duties as may be prescribed in
the By-laws. 5.15 Controller. The Controller shall be the chief accounting
officer of the Corporation and shall cause to be maintained adequate records of
all assets, liabilities and transactions of the Corporation; shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and have control of all the books of account of the Corporation; and
shall perform such other duties as from time to time may be assigned to him by
the Board or by the Chief Executive Officer. 5.16 Assistant Secretaries and
Assistant Treasurers. Assistant Secretaries and Assistant Treasurers shall
perform such duties as shall be assigned to them by the Secretary or by the
Treasurer, respectively, or by the Board or by the Chief Executive Officer.
Assistant Secretaries and Assistant Treasurers may, with the Chief Executive
Officer, the President or the Chief Operating Officer, sign certificates for
shares of capital stock of the Corporation.
ARTICLE 6
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
----------------------------------------------
6.1 Execution of Contracts. The Board may authorize any officer,
employee or agent, in the name and on behalf of the Corporation, to enter into
any contract or execute and satisfy any instrument, and any such authority may
be general or confined to specific instances, or otherwise limited.
6.2 Loans. The Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer or the
Treasurer or any other officer, employee or agent authorized by the By-laws or
by the Board may effect loans and advances at any time for the Corporation from
any bank, trust company or other institutions or
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from any firm, corporation or individual and for such loans and advances may
make, execute and deliver promissory notes, bonds or other certificates or
evidences of indebtedness of the Corporation and, when authorized by the Board
so to do, may pledge and hypothecate or transfer any securities or other
property of the Corporation as security for any such loans or advances. Such
authority conferred by the Board may be general or confined to specific
instances or otherwise limited. 6.3 Checks, Drafts, Etc. All checks, drafts and
other orders for the payment of money out of the funds of the Corporation and
all notes or other evidences of indebtedness of the Corporation shall be signed
on behalf of the Corporation in such manner as shall from time to time be
determined by resolution of the Board. 6.4 Deposits. The funds of the
Corporation not otherwise employed shall be deposited from time to time to the
order of the Corporation in such banks, trust companies or other depositaries as
the Board may select or as may be selected by an officer, employee or agent of
the Corporation to whom such power may from time to time be delegated by the
Board.
ARTICLE 7
STOCK AND DIVIDEND
------------------
7.1 Certificates Representing Shares. The shares of capital stock of
the Corporation shall be represented by certificates in such form (consistent
with the provisions of Section 158 of the General Corporation Law) as shall be
approved by the Board. Such certificates shall be signed by the Chief Executive
Officer, the President or the Chief Operating Officer and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be
sealed with the seal of the Corporation or a facsimile thereof. The signatures
of the officers upon a certificate may be facsimiles, if the certificate is
countersigned by a transfer agent
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or registrar other than the Corporation itself or its employee. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon any certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate
may, unless otherwise ordered by the Board, be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or registrar
at the date of issue.
7.2 Transfer of Shares. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his duly authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or a transfer agent of the Corporation,
and on surrender of the certificate or certificates representing such shares of
capital stock properly endorsed for transfer and upon payment of all necessary
transfer taxes. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or an Assistant Secretary or the transfer agent of the Corporation. A
person in whose name shares of capital stock shall stand on the books of the
Corporation shall be deemed the owner thereof to receive dividends, to vote as
such owner and for all other purposes as respects the Corporation. No transfer
of shares of capital stock shall be valid as against the Corporation, its
stockholders and creditors for any purpose, except to render the transferee
liable for the debts of the Corporation to the extent provided by law, until
such transfer shall have been entered on the books of the Corporation by an
entry showing from and to whom transferred.
7.3 Transfer and Registry Agents. The Corporation may from time to
time maintain one or more transfer offices or agents and registry offices or
agents at such place or places as may be determined from time to time by the
Board.
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7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of
any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and to give the Corporation
and its transfer agents and registrars, or such of them as the Board may
require, a bond in such form, in such sums and with such surety or sureties as
the Board may direct, to indemnify the Corporation and its transfer agents and
registrars against any claim that may be made against any of them on account of
the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.
7.5 Regulations. The Board may make such rules and regulations as it
may deem expedient, not inconsistent with the By-laws or with the Certificate of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares of its capital stock.
7.6 Restriction on Transfer of Stock. A written restriction on the
transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 202 of the General Corporation Law and noted conspicuously
on the certificate representing such capital stock, may be enforced against the
holder of the restricted capital stock or any successor or transferee of the
holder, including an executor, administrator, trustee, guardian or other
fiduciary
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entrusted with like responsibility for the person or estate of the holder.
Unless noted conspicuously on the certificate representing such capital stock, a
restriction, even though permitted by Section 202 of the General Corporation
Law, shall be ineffective except against a person with actual knowledge of the
restriction. A restriction on the transfer or registration of transfer of
capital stock of the Corporation may be imposed either by the Certificate of
Incorporation or by an agreement among any number of stockholders or among such
stockholders and the Corporation. No restriction so imposed shall be binding
with respect to capital stock issued prior to the adoption of the restriction
unless the holders of such capital stock are parties to an agreement or voted in
favor of the restriction.
7.7 Dividends, Surplus, Etc. Subject to the provisions of law and of
the Certificate of Incorporation, the Board:
7.7.1 May declare and pay dividends or make other distributions
on shares of its capital stock in such amounts and at such time or
times as, in its discretion, the condition of the affairs of the
Corporation shall render advisable;
7.7.2 May use and apply, in its discretion, any of the surplus of
the Corporation in purchasing or acquiring any shares of capital stock
of the Corporation, or purchase warrants therefor, in accordance with
law, or any of its bonds, debentures, notes, scrip or other securities
or evidences of indebtedness; and
7.7.3 May set aside from time to time out of such surplus or net
profits such sum or sums as, in its discretion, it may think proper,
as a reserve fund to meet contingencies, or for equalizing dividends
or for the purpose of maintaining or increasing the property or
business of the Corporation, or for any purpose it may think conducive
to the best interests of the Corporation.
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ARTICLE 8
BOOKS AND RECORDS
-----------------
8.1 Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
stockholders, the Board and committees of the Board. The Corporation shall keep
at the office designated in the Certificate of Incorporation or at the office of
the transfer agent or registrar of the Corporation, a record containing the
names and addresses of all stockholders, the number and class of shares held by
each and the dates when they respectively became the owners of record thereof.
8.2 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible written
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.
8.3 Inspection of Books and Records. Except as otherwise provided by
law, the Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts, books, minutes and
other records of the Corporation, or any of them, shall be open to the
inspection of the stockholders.
ARTICLE 9
SEAL
----
The Board may adopt a corporate seal which shall be in the form of a
circle and shall bear the full name of the Corporation, the year of its
incorporation and the word "Delaware".
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ARTICLE 10
FISCAL YEAR
-----------
The fiscal year of the Corporation shall be determined, and may be
changed, by resolution of the Board.
ARTICLE 11
VOTING OF SHARES HELD
---------------------
Unless otherwise provided by resolution of the Board, each of the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer and such other officer or officers as from time to time are so
authorized by resolution of the Board or an appropriate committee thereof, may,
from time to time, appoint one or more attorneys or agents of the Corporation,
in the name and on behalf of the Corporation, to cast the votes which the
Corporation may be entitled to cast as a stockholder or otherwise in any other
corporation, any of whose shares or securities may be held by the Corporation,
at meetings of the holders of stock or other securities of such other
corporation, or to consent in writing to any action by any such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, consents, waivers or other instruments as he
may deem necessary or proper in the premises; and each of the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial Officer
and such other officer or officers as from time to time are so authorized by
resolution of the Board or any appropriate committee thereof, may attend any
meeting of the holders of the stock or other securities of any such other
corporation and thereat vote or exercise any or all
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other powers of the Corporation as the holder of such stock or other securities
of such other corporation.
ARTICLE 12
AMENDMENTS
----------
The Board, from time to time, may make, amend or repeal the By-laws;
provided, that any By-laws made, amended or repealed by the Board may be amended
or repealed, and that any By-laws may be made, by the Stockholders.
ARTICLE 13
APPLICATION OF SECTION 203
OF GENERAL CORPORATION LAW
--------------------------
Pursuant to paragraph (b) (2) of Section 203 of the General
Corporation Law, the Corporation elects not to be governed by such Section 203.
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
September 10, 1999
New York, New York
