AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY __, 1999
REGISTRATION NO. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
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)
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
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
At various times after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] 333-__________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] 333-__________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<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 889,929 $41.28 $36,736,269 $10,213
- -----------------------------------------------------------------------------------------------------------------------------------
<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 May 25, 1999.
</FN>
</TABLE>
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
THE INFORMATION IN THIS PROSPECTUS
WILL BE AMENDED OR COMPLETED; DATED MAY 27, 1999
PROSPECTUS
THE BEAR STEARNS COMPANIES INC.
889,929 SHARES OF COMMON STOCK
Certain of the Company's former employees, all of whom are named in this
Prospectus, are selling for their own accounts up to 889,929 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 May 26, 1999, the closing price of the Common Stock on the Exchange
was $43 5/8 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.
May __, 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 Company....................................................................4
Selling Stockholders...........................................................6
Plan of Distribution..........................................................10
Experts.......................................................................10
Validity of the Common Stock..................................................10
WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document the Company files at the SEC's public reference
rooms located at 450 Fifth Street, N.W., Washington, D.C. 20549, at Seven World
Trade Center, 13th Floor, New York, New York 10048 and at Northwest Atrium
Center, 5000 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. The Company's SEC filings are also available to the public from
the SEC's web site at http://www.sec.gov. Copies of these reports, proxy
statements and other information can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
The Company has filed with the SEC a registration statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock. This Prospectus, which
constitutes a part of that Registration Statement, does not contain all the
information contained in that Registration Statement and its exhibits. For
further information with respect to the Company and the Common Stock, you should
consult the Registration Statement and its exhibits. Statements contained in
this Prospectus concerning the provisions of any documents are necessarily
summaries of those documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC. The Registration
Statement and any of its amendments, including exhibits filed as a part of the
Registration Statement or an amendment to the Registration Statement, are
available for inspection and copying through the entities listed above.
The SEC allows the Company to "incorporate by reference" the information
that we file with them, which means that we can disclose important information
to you by referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
Prospectus, and information that we file later with the SEC will automatically
update and supersede this information.
-2-
<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 and April 14, 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.
-3-
<PAGE>
THE COMPANY
The Bear Stearns Companies Inc. is a holding company that, through its
principal subsidiaries, Bear Stearns, BSSC and BSIL, is a leading United States
investment banking, securities trading and brokerage firm serving corporations,
governments and institutional and individual investors worldwide. The Company's
business includes:
o market-making and trading in corporate, United States government,
government-agency, mortgage-related, asset-backed and municipal
securities;
o trading in corporate equity and debt securities, options, futures,
foreign currencies, interest-rate swaps and other derivative products;
o securities and commodities arbitrage;
o securities, options and commodities brokerage;
o underwriting and distributing securities;
o providing securities clearance services;
o financing customer activities;
o securities lending;
o arranging for the private placement of securities;
o assisting clients in mergers, acquisitions, restructurings and leveraged
transactions;
o providing other financial advisory services;
o making principal investments in leveraged acquisitions;
o acting as specialist on the floor of the NYSE;
o providing fiduciary and other services, such as real estate brokerage,
investment management and investment advisory; and
o financial market and securities research.
The Company's business is conducted (a) from its principal offices in New
York City; (b) from domestic regional offices in Atlanta, Boston, Chicago,
Dallas, Los Angeles and San Francisco; (c) from representative offices in
Beijing, Hong Kong, Lugano and Shanghai; (d) through international subsidiaries
in Buenos Aires, Dublin, Hong Kong, London, Sao Paulo, Singapore and Tokyo; and
(e) through joint ventures with other firms in Belgium, Madrid and the
Philippines. The Company's foreign offices provide services and engage in
investment activities involving foreign clients and international transactions.
The Company provides trust-company services through its subsidiary, Custodial
Trust Company, located in Princeton, New Jersey.
-4-
<PAGE>
Bear Stearns and BSSC are broker-dealers registered with the SEC. They also
are members of the NYSE, all other principal United States securities and
commodities exchanges, the NASD and the National Futures Association. Bear
Stearns is a "primary dealer" in United States government securities, as
designated by the Federal Reserve Bank of New York. BSIL is a securities broker
dealer based in London. BSIL is regulated by the Financial Services Authority in
the United Kingdom and is a member of the London International Financial Futures
Exchange, the London Securities & Derivatives Exchange, the International
Petroleum Exchange and the London Commodity Exchange.
The Company is incorporated in Delaware. The principal executive office of
the Company is located at 245 Park Avenue, New York, New York 10167; the
telephone number of the Company is (212) 272-2000. The Company's Internet
address is http://www.bearstearns.com.
-5-
<PAGE>
SELLING STOCKHOLDERS
This Prospectus relates to shares of Common Stock that have been acquired
by the Selling Stockholders named below pursuant to the Company's Capital
Accumulation Plan for Senior Managing Directors.
The Selling Stockholders are former employees of the Company and were
Senior Managing Directors of Bear Stearns, except as noted. The following table
sets forth:
o the name, address and principal position or positions over the past three
years with the Company of each Selling Stockholder (other than such
Selling Stockholder's prior position as a Senior Managing Director of
Bear Stearns);
o the number of shares of Common Stock each Selling Stockholder
beneficially owned as of May 5, 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.
-6-
<PAGE>
This table reflects all Selling Stockholders who are eligible to resell and
the number of shares of Common Stock available to be resold by such Selling
Stockholders.
<TABLE>
<CAPTION>
Shares
Selling Stockholders, Addresses Beneficially Owned
of Selling Stockholders Shares Shares After This Offering
and Prior Principal Positions Beneficially Covered by -------------------
with the Company Owned (1)(2)(3) this Prospectus Number Percent
- --------------------------------- --------------- --------------- ------ -------
<S> <C> <C> <C> <C>
Andre Backar 17,768 6,849 10,919 *
The Sherry Netherlands
781 Fifth Ave., Ste. 1205
New York, NY 10022
Dennis Baum 13,374 4,449 8,925 *
128 Baldwin Road
Mt. Kisco, NY 10549
Jeffrey Cianci 9,958 9,255 703 *
33 Normandy Lane
Riverside, CT 06878
Marshall Coburn 35,535 35,535 0 0%
121 West 20th Street, Apt. 5G
New York, NY 10011
Stephen M. Cunningham 51,816 48,279 3,537 *
24 Greenbriar Lane
Greenwich, CT 06831
Peter Delaney 15,361 15,361 0 0%
1371 Cooper Road
Scotch Plains, NJ 07076
Lawrence Doyle 34,174 34,174 0 0%
128 Byram Shore Road
Greenwich, CT 06830
Michael Ehrlich 11,653 11,653 0 0%
38 Cornwell's Beach Road
Sands Point, NY 11050
Neil T. Eigen 10,385 10,121 264 *
143 N. Passaic Avenue
Chatham, NJ 07928
Howel T. Evans (4) 30,796 29,257 1,539 *
330 Nagog Hill Road
Acton, MA 01720
Kevin J. Finnerty 155,898 155,898 0 0%
15 Middle Drive
Plandome, NY 11030
Peter B. Fox (4) 954 831 123 *
1118 West Armory Street
Champaign, IL 61821
Richard N. Greenfield 24,794 24,794 0 0%
62 Parker Street
Norwell, MA 02061
-7-
<PAGE>
Shares
Selling Stockholders, Addresses Beneficially Owned
of Selling Stockholders Shares Shares After This Offering
and Prior Principal Positions Beneficially Covered by -------------------
with the Company Owned (1)(2)(3) this Prospectus Number Percent
- --------------------------------- --------------- --------------- ------ -------
Sharon Held (5) 4,611 4,611 0 0%
563 Park Avenue, Apt. 6E
New York, NY 10021
Michael Hellenbrand 16,919 16,919 0 0%
424 West End Avenue, Apt. 17B
New York, NY 10024
John A. Hirsch 4,379 571 3,808 *
414 Round Hill Road
Greenwich, CT 06831
Curtis S. Lane 96,950 94,499 2,451 *
262 Central Park West, Apt. 6F
New York, NY 10024
David M. Malcolm 2,364 2,364 0 0%
185 Round Hill Road
Greenwich, CT 06831
James A. Martello 30,474 30,474 0 0%
26 Bromley Road
Montville, NJ 07045
James D. Marver 20,786 2,434 18,352 *
c/o VantagePoint Venture Partners
1001 Bayhill Drive, Suite 100
San Bruno, CA 94066
William Montgoris (6) 121,078 73,412 47,666 *
286 Gregory Road
Franklin Lakes, NJ 07417
Brian Murray 17,565 9,159 8,406 *
485 Clinton Avenue
Wyckoff, NJ 07481
Salvatore Naro 24,094 24,094 0 0%
244 Piping Rock Road
Locust Valley, NY 11560
John F. Otto, Jr. 21,355 21,260 95 *
375 Round Hill Road
Greenwich, CT 06831
R. Blaine Roberts 18,654 155 18,499 *
7100 Armat Drive
Bethesda, MD 20817
Peter H. Rothschild 40,391 40,344 47 *
50 East 89th Street, Apt. 20D
New York, NY 10128
-8-
<PAGE>
Shares
Selling Stockholders, Addresses Beneficially Owned
of Selling Stockholders Shares Shares After This Offering
and Prior Principal Positions Beneficially Covered by -------------------
with the Company Owned (1)(2)(3) this Prospectus Number Percent
- --------------------------------- --------------- --------------- ------ -------
Milton B. Rubin 8,789 8,789 0 0%
98 Hill Drive
Oyster Bay, NY 11771
Curtis Schade 122,404 121,278 1,126 *
74 Douglas Road
Glen Ridge, NJ 07028
Gregory Smith 33,076 32,876 200 *
1120 Park Avenue, Apt. 18B
New York, NY 10128
Nulsen B. Smith (7) 15,974 15,974 0 0%
41 Middlesex Road
Chestnut Hill, MA 02467
Gregory A. Stoupnitzky 602 602 0 0%
35 Seville Avenue
Rye, NY 10580
Curtis Welling 4,970 3,658 1,312 *
239 Millstone Road
Wilton, CT 06897
- ---------------
<FN>
*Less than one (1%) percent.
(1) Nature of beneficial ownership is sole voting and investment power except as indicated in
subsequent notes.
(2) Includes shares of Common Stock owned by the Selling Stockholders through The Bear Stearns
Companies Inc. Employee Stock Ownership Plan (the "ESOP"). Shares owned by the ESOP that are
allocated to former employees' accounts are voted on a "pass through" basis by the former
employees to whose accounts such shares are allocated. Shares not allocated to accounts and
allocated shares for which voting directions have not been received are voted by the trustee
of the ESOP in proportion to the manner in which allocated shares are directed to be voted
by participants in the ESOP.
(3) Does not include an aggregate of 1,075,362 shares underlying units credited under the Plan
to the indicated individuals because such individuals neither have the present ability to
direct the vote nor the ability to dispose of such shares and will not have such rights
within 60 days.
(4) Mr. Howel T. Evans and Mr. Peter B. Fox are Managing Directors Emeritus.
(5) Mrs. Sharon Held is the designated beneficiary of, and the beneficial owner of the shares
credited under the Plan to, James Held, a former employee of the Company and Senior Managing
Director of Bear Stearns.
(6) Mr. William Montgoris is a current employee of the Company. He is retiring on June 30, 1999.
(7) Mr. Nulsen B. Smith also has a short position of 3,000 shares of Common Stock.
</FN>
</TABLE>
-9-
<PAGE>
PLAN OF DISTRIBUTION
Shares covered by this Prospectus will be sold by the Selling Stockholders
as principals for their own account. The Company will not receive any proceeds
from sales of any shares by Selling Stockholders.
The Selling Stockholders or their pledgees, donees, transferees or other
successors in interest (including Bear Stearns to the extent that shares may be
sold from a margin account) may sell shares pursuant to this Prospectus from
time to time (a) in transactions (including one or more block transactions) on
the NYSE; (b) in the public market off the NYSE; (c) in privately negotiated
transactions, or (d) in a combination of such transactions. Each sale may be
made either at the market price prevailing at the time of sale or at a
negotiated price. Sales may be made through brokers or to dealers, and such
brokers or dealers may receive compensation in the form of commissions or
discounts not exceeding those customary in similar transactions. Any shares
covered by this Prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by a Selling Stockholder will be borne by that Selling
Stockholder.
The Selling Stockholders and any dealer acting in connection with the
offering or any broker executing a sell order on behalf of a Selling Stockholder
may be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any profit on the sale of shares by a Selling Stockholder and any
commissions or discounts received by any such broker or dealer may be deemed to
be underwriting compensation under the Securities Act. In addition, any such
broker or dealer may be required to deliver a copy of this Prospectus to any
person who purchases any of the shares from or through such broker or dealer.
Bear Stearns and/or BSSC may act as a broker on behalf of one or more of
the Selling Stockholders in connection with sales under this Prospectus and may
receive customary commissions in connection therewith. Bear Stearns and BSSC are
member firms of the NASD and their activities in connection with the offering
will conform to the requirements set forth in Rule 2720 of the NASD Conduct
Rules.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold only through registered or licensed brokers
or dealers.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from the Company's 1998
Annual Report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
VALIDITY OF THE COMMON STOCK
The validity of the Common Stock will be passed upon for the Company by
Cadwalader, Wickersham & Taft, New York, New York.
-10-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses in connection with the issuance
and distribution of the securities being registered. All amounts shown are
estimated, except the SEC registration fee.
SEC registration fee................................................ $10,213
Accounting fees..................................................... 5,000
Legal fees and expenses............................................. 10,000
Miscellaneous....................................................... 487
-------
Total..................................................... $25,700
-------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers in certain
circumstances.
Article VIII of the Company's Restated Certificate of Incorporation
provides for indemnification of directors and officers of the Company against
certain liabilities incurred as a result of their duties as such and also
provides for the elimination of the monetary liability of directors for certain
actions as such. The Company's Restated Certificate of Incorporation, as
amended, is filed as Exhibit 4(a)(1) to the Registration Statement on Form S-3
(No. 333-57083) filed June 17, 1998.
The registrant has in effect reimbursement insurance for directors' and
officers' liability claims and directors' and officers' liability insurance
indemnifying, respectively, the registrant and its directors and officers within
specific limits for certain liabilities incurred by them, subject to the
conditions and exclusions and deductible provisions of the policies.
For the undertaking with respect to indemnification, see Item 17.
ITEM 16. EXHIBITS.
Exhibit No. Description
----------- -----------
4(a)(1) -- Restated Certificate of Incorporation of the
Registran (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).
II-1
<PAGE>
Exhibit No. Description
----------- -----------
4(a)(4) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series F
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on April 20,
1998).
4(a)(5) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series G
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on June 18,
1998).
4(b) -- Amended and Restated By-laws of the Registrant (filed
as Exhibit (3)(b) to the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended
December 31, 1997).
5 -- Opinion of Cadwalader, Wickersham & Taft.
23(a) -- Consent of Deloitte & Touche LLP.
23(b) -- Consent of Cadwalader, Wickersham & Taft (included in
Exhibit 5).
24 -- Power of attorney (included in the signature pages to
the Registration Statement).
ITEM 17. 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;
II-2
<PAGE>
provided, however, that the undertakings set forth in paragraphs (a)(i) and
(a)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment will be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time will be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(d) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions referred to in Item 15 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on May 27, 1999.
THE BEAR STEARNS COMPANIES INC.
By: /s/ Samuel L. Molinaro, Jr.
-----------------------------------
SAMUEL L. MOLINARO, JR.
Senior Vice President-Finance and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Alan C. Greenberg, James E. Cayne and Samuel L.
Molinaro, Jr. and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform such and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 27, 1999.
SIGNATURE TITLE
--------- -----
THE BEAR STEARNS COMPANIES INC.
/s/ Alan C. Greenberg Chairman of the Board and Director
- ------------------------------
ALAN C. GREENBERG
/s/ James E. Cayne President, Chief Executive Officer and
- ------------------------------ Director (Principal Executive Officer)
JAMES E. CAYNE
Director
- ------------------------------
CARL D. GLICKMAN
/s/ Donald J. Harrington Director
- ------------------------------
DONALD J. HARRINGTON
/s/ William L. Mack Director
- ------------------------------
WILLIAM L. MACK
II-4
<PAGE>
SIGNATURE TITLE
--------- -----
/s/ Frank T. Nickell Director
- ------------------------------
FRANK T. NICKELL
/s/ Frederic V. Salerno Director
- ------------------------------
FREDERIC V. SALERNO
/s/ Vincent Tese 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)
/s/ Marshall J Levinson Controller and Assistant Secretary
- ------------------------------ (Principal Accounting Officer)
MARSHALL J LEVINSON
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4(a)(1) -- Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4(a)(1) to the
Registration Statement on Form S-3 (File No. 333-57083)).
4(a)(2) -- Certificate of Stock Designation relating to the Registrant's
Adjustable Rate Cumulative Preferred Stock, Series A
(incorporated by reference to Exhibit 4(a)(6) to the
Registration Statement on Form S-8 (File No. 33-49979)).
4(a)(3) -- Certificate of Stock Designation relating to the Registrant's
Cumulative Preferred Stock, Series E (incorporated by
reference to Exhibit 1.4 to the Registration Statement on
Form 8-A filed on January 14, 1998).
4(a)(4) -- Certificate of Stock Designation relating to the Registrant's
Cumulative Preferred Stock, Series F (incorporated by
reference to Exhibit 1.4 to the Registration Statement on
Form 8-A filed on April 20, 1998).
4(a)(5) -- Certificate of Stock Designation relating to the Registrant's
Cumulative Preferred Stock, Series G (incorporated by
reference to Exhibit 1.4 to the Registration Statement on
Form 8-A filed on June 18, 1998).
4(b) -- Amended and Restated By-laws of the Registrant (filed as
Exhibit (3)(b) to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December 31, 1997).
5 -- Opinion of Cadwalader, Wickersham & Taft.
23(a) -- Consent of Deloitte & Touche LLP.
23(b) -- Consent of Cadwalader, Wickersham & Taft (included in Exhibit
5).
24 -- Power of attorney (included in the signature pages to the
Registration Statement).
Exhibit 5
[Letterhead of Cadwalader, Wickersham & Taft]
May 27, 1999
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
Re: THE BEAR STEARNS COMPANIES INC. REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to The Bear Stearns Companies Inc. (the "Company") in
connection with the preparation and filing by the Company with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the registration of up to 889,929 shares
of common stock, par value $1.00 per share, of the Company (the "Shares") to be
sold by the Selling Stockholders enumerated in the Prospectus constituting part
of the Registration Statement. The Shares will be acquired by the Selling
Stockholders pursuant to the Company's Capital Accumulation Plan for Senior
Managing Directors (the "Plan").
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement, the Prospectus
that is a part of the Registration Statement, the Plan, and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of officers and representatives of the Company, and have
made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as
<PAGE>
The Bear Stearns Companies Inc. -2- May 27, 1999
certified, conformed or photostatic copies and the authenticity of the originals
of such latter documents. As to all questions of fact material to this opinion
that have not been independently established, we have relied upon certificates
or comparable documents of officers and representatives of the Company.
We are members of the Bar of the State of New York, and in rendering the opinion
below, we do not purport to be an expert in, or express any opinion concerning,
the laws of any jurisdiction other than the substantive laws of the State of New
York and the General Corporation Law of the State of Delaware (in each case
without regard to conflicts of law principles).
Based on the foregoing, we are of the opinion that the Shares, when issued in
accordance with the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to this Firm in the Prospectus
constituting a part of the Registration Statement under the caption "Validity of
the Common Stock," without admitting that we are "experts" within the meaning of
the Securities Act or the rules and regulations of the Commission issued
thereunder with respect to any part of the Registration Statement, including
this exhibit.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
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-3 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
May 27, 1999
New York, New York
