AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 2000
REGISTRATION NO. 333-49876
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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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
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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. [_]
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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.
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<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 NOVEMBER 28, 2000
PROSPECTUS
THE BEAR STEARNS COMPANIES INC.
423,210 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 423,210 shares of its
Common Stock that they acquired pursuant to the Company's Capital Accumulation
Plan for Senior Managing Directors (the "Plan"). 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 November 27, 2000 the closing price of the Common Stock on the
Exchange was $50 1/16 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.
November __, 2000
<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.
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TABLE OF CONTENTS
Page
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Where You Can Find More Information..........................................2
Certain Definitions..........................................................3
The Company..................................................................4
Selling Stockholders.........................................................6
Plan of Distribution........................................................10
Experts.....................................................................11
Validity of the Common Stock................................................11
WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly reports, proxy statements and other information
required by the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with the Securities and Exchange Commission (the "SEC"). You may read and
copy any document the Company files at the SEC's public reference rooms located
at 450 Fifth Street, N.W., Washington, D.C. 20549, at Seven World Trade Center,
13th Floor, New York, New York 10048 and at Northwest Atrium Center, 5000 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. The
Company's SEC filings are also available to the public from the SEC's web site
at http://www.sec.gov. Copies of these reports, proxy statements and other
information can also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.
The Company has filed with the SEC a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock. This Prospectus, which
constitutes a part of that Registration Statement, does not contain all the
information contained in that Registration Statement and its exhibits. For
further information with respect to the Company and the Common Stock, you should
consult the Registration Statement and its exhibits. Statements contained in
this Prospectus concerning the provisions of any documents are necessarily
summaries of those documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC. The Registration
Statement and any of its amendments, including exhibits filed as a part of the
Registration Statement or an amendment to the Registration Statement, are
available for inspection and copying through the entities listed above.
The SEC allows the Company to "incorporate by reference" the information
that we file with them, which means that we can disclose important information
to you by referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
Prospectus, and information that we file later with the SEC will automatically
update and supersede this information.
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<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,
1999;
(ii) the Quarterly Reports on Form 10-Q for the quarters ended September
24, 1999, December 31, 1999, February 25, 2000, May 26, 2000 and
August 25, 2000 and the Transition Report on Form 10-Q for the
five-month period ended November 26, 1999 and the Quarterly Report on
Form 10-Q/A for the quarter ended December 31, 1999;
(iii) the Current Reports on Form 8-K dated July 21, 1999, July 22, 1999,
August 5, 1999, August 9, 1999, October 13, 1999, October 29, 1999,
December 1, 1999, January 19, 2000, January 25, 2000, March 15, 2000,
March 17, 2000, March 22, 2000, April 6, 2000, May 17, 2000, June 14,
2000, July 14, 2000, August 10, 2000, September 14, 2000, September
20, 2000 and September 28, 2000; 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 "BSB" refers to Bear Stearns Bank plc;
o "BSSC" refers to Bear, Stearns Securities Corp.;
o "BSIL" refers to Bear, Stearns International Limited; and
Bear Stearns, BSB, BSSC and BSIL are subsidiaries of The Bear Stearns
Companies Inc.
o "AMEX" refers to the American Stock Exchange;
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.;
and
o "NYSE" refers to the New York Stock Exchange.
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<PAGE>
THE COMPANY
The Bear Stearns Companies Inc. is a holding company that, through its
subsidiaries, principally Bear Stearns, BSSC, BSIL and BSB, is a leading
investment banking, securities trading and brokerage firm serving corporations,
governments, institutional and individual investors worldwide. BSSC, a
subsidiary of Bear Stearns, provides professional and correspondent clearing
services, in addition to clearing and settling the Company's proprietary and
customer transactions. The Company's business includes:
o market-making and trading in US government, government agency, corporate
debt and equity, mortgage-related, asset-backed and municipal securities;
o trading in options, futures, foreign currencies, interest rate swaps and
other derivative products;
o securities, options and futures brokerage;
o providing securities clearance services;
o managing equity and fixed income assets for institutional and individual
clients;
o financing customer activities;
o securities lending;
o securities and futures arbitrage;
o involvement in specialist activity on both the NYSE and the AMEX;
o underwriting and distributing securities;
o arranging for the private placement of securities;
o assisting in mergers, acquisitions, restructurings and leveraged
transactions;
o making principal investments in leveraged acquisitions;
o engaging in commercial real estate activities;
o investment management and advisory; and
o fiduciary, custody, agency and securities research services.
The Company's business is conducted from its principal offices in New York
City; from domestic regional offices in Atlanta, Boston, Chicago, Dallas,
Denver, Los Angeles, San Francisco and San Juan; from representative offices in
Beijing, Buenos Aires, Sao Paulo, Seoul and Shanghai; through international
offices in Dublin, Hong Kong, London, Lugano, Singapore and Tokyo; and through
joint ventures with other firms in Belgium, Greece and Spain. The Company's
international offices provide services and engage in investment activities
involving foreign clients and international transactions. Additionally, certain
of these foreign offices provide services to US clients. The Company provides
trust company and clearance services through its subsidiary, Custodial Trust
Company, which is located in Princeton, New Jersey.
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<PAGE>
Bear Stearns and BSSC are broker-dealers registered with the SEC.
Additionally, Bear Stearns is registered as an investment adviser with the SEC.
Bear Stearns and/or BSSC are also members of the NYSE, all other principal US
securities and futures exchanges, the National Association of Securities
Dealers, the Commodity Futures Trading Commission, the National Futures
Association and the International Securities Exchange. Bear Stearns is a
"primary dealer" in US government securities as designated by the Federal
Reserve Bank of New York.
BSIL is a full service broker-dealer based in London and is a member of
Eurex (formerly the Deutsche Terminborse), the International Petroleum Exchange,
the London Commodity Exchange, the London International Financial Futures and
Options Exchange, the London Securities & Derivatives Exchange, Marche a Terme
International de France, SA and the London Clearing House. BSIL is supervised by
and is regulated in accordance with the rules of the Securities and Futures
Authority.
BSB is an Irish-based bank, which was incorporated in 1996 and subsequently
granted a banking license under the Irish Central Bank Act, 1971. BSB allows the
Company's existing and prospective clients the opportunity of dealing with a
banking counterparty.
The Company is incorporated in Delaware. The principal executive office of
the Company is located at 245 Park Avenue, New York, New York 10167; the
telephone number of the Company is (212) 272-2000. The Company's Internet
address is http://www.bearstearns.com.
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<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 November 6, 2000;
o the number of shares of Common Stock acquired by each Selling
Stockholder pursuant to the Plan and being registered under this
Registration Statement, some or all of which shares may be sold
pursuant to this Prospectus; and
o the number of shares of Common Stock and the percentage, if 1% or
more, of the total class of Common Stock outstanding to be
beneficially owned by each Selling Stockholder following this
offering, assuming the sale pursuant to this offering of all Shares
acquired by such Selling Stockholder pursuant to the Plan and
registered under this Registration Statement.
There is no assurance that any of the Selling Stockholders will sell any or all
of the shares offered by them under this Registration Statement.
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<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 Shares Shares Beneficially Owned
Selling Stockholders, Addresses of Beneficially Covered by After This Offering
Selling Stockholders and Prior Owned this ------------------------------
Principal Positions with the Company (1)(2)(3) Prospectus Number Percent
------------------------------------ ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Andre Backar 21,041 9,279 11,762 *
The Sherry Netherlands
781 Fifth Avenue, Suite 1205
New York, NY 10022
Dennis Baum 9,092 1,592 7,500 *
128 Baldwin Road
Mt. Kisco, NY 10549
Philip E. Berney 21,373 20,640 733 *
133 West 78 Street
New York, NY 10024
Jeffrey Cianci 11,282 11,132 150 *
33 Normandy Lane
Riverside, CT 06878
Peter Delaney 8,763 7,312 1,451 *
1371 Cooper Road
Scotch Plains, NJ 07076
Lawrence Doyle 17,418 16,121 1,297 *
128 Byram Shore Road
Greenwich, CT 06830
Peter Drittel 11,324 11,324 - *
111 Park Avenue
Greenwich, CT 06830
Michael Ehrlich 8,955 8,955 - *
38 Cornwell's Beach Road
Sands Point, NY 11050
Neil T. Eigen 25,566 25,566 - *
143 N. Passaic Avenue
Chatham, NJ 07928
Phylis Esposito 5,878 5,878 - *
434 East 52 Street PHE
New York, NY 10022
Kevin J. Finnerty 31,499 30,322 1,177 *
15 Middle Drive
Plandome, NY 11030
Richard N. Greenfield 17,727 17,727 - *
62 Parker Street
Norwell, MA 02061
Michael Hellenbrand 5,809 5,809 - *
424 West End Avenue, Apt 17B
New York, NY 10024
John A. Hirsch 484 484 - *
414 Round Hill Road
Greenwich, CT 06831
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Shares Shares Shares Beneficially Owned
Selling Stockholders, Addresses of Beneficially Covered by After This Offering
Selling Stockholders and Prior Owned this ------------------------------
Principal Positions with the Company (1)(2)(3) Prospectus Number Percent
------------------------------------ ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Jonathan Ilany 4,926 4,926 - *
12 Heathcote Road
Scarsdale, NY 10583
Wesley Jones 11,886 8,314 3,572 *
14 Garden Street
Brooklyn, NY 11201
Steven Kim 15,896 15,896 - *
Flat 35C, Ying Piu Mansion
1 Breezy Path
Hong Kong
Michael Krall 6,970 6,970 - *
5311 Genesta Avenue
Encino, CA 91316
Anne Marie Kruszka (4) 5,574 1,565 4,009 *
6 Woodhollow Drive
Holmdel, NJ 07733
Calleen King Letaconnoux 32,306 31,739 567 *
186 Riverside Drive, Apt 15E
New York, NY 10024
David M. Malcolm 506 506 - *
460 Long Ridge Road
Bedford, NY 10506
Matthew Mancuso 15,637 15,637 - *
10 Brooks Bend Road
Princeton, NJ 08540
James D. Marver 12,885 1,354 11,531 *
c/o VantagePoint Venture Partners
1001 Bayhill Drive, Suite 100
San Bruno, CA 94066
Wayne Mueller 717 717 - *
82 Fenimore Road
New Rochelle, NY 10804
Salvatore Naro 17,074 12,598 4,476 *
244 Piping Rock Road
Locust Valley, NY 11560
John F. Otto, Jr. 8,445 8,220 225 *
375 Round Hill Road
Greenwich, CT 06831
R. Blaine Roberts 5,834 53 5,781 *
7100 Armat Drive
Bethesda, MD 20817
Arif Sarfraz 4,391 4,391 - *
2 Chesterfield Hill
London, England W1X 7RP
Julie Silcock 10,422 9,643 779 *
3817 Centenary
Dallas, TX 75225
Susan Spehar (5) 100,709 99,759 950 *
85 Leeuwarden Road
Darien, CT 06820
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Shares Shares Shares Beneficially Owned
Selling Stockholders, Addresses of Beneficially Covered by After This Offering
Selling Stockholders and Prior Owned this ------------------------------
Principal Positions with the Company (1)(2)(3) Prospectus Number Percent
------------------------------------ ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Phil Stern 7,496 5,446 2,050 *
3586 Fair Oaks Lane
Long Boat Key, FL 34228
Gregory A. Stoupnitzky 1,011 374 637 *
35 Seville Avenue
Rye, NY 10580
Steven Tishman 13,783 11,888 1,895 *
1160 Park Avenue, Apt 2D
New York, NY 10128
Steven Winograd 11,073 11,073 - *
180 East End Avenue, Apt 7H
New York, NY 10128
</TABLE>
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* 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 709,372 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) Mrs. Anne Marie Kruszka is the designated beneficiary of, and the
beneficial owner of the shares credited under the Plan to Joseph Kruszka, a
former employee of the Company and Senior Managing Director of Bear
Stearns.
(5) Mrs. Susan Spehar is the designated beneficiary of, and the beneficial
owner of the shares credited under the Plan to George Spehar, a former
employee of the Company and Senior Managing Director of Bear Stearns.
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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. 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:
o in transactions (including one or more block transactions) on the
NYSE;
o in the public market off the NYSE;
o in privately negotiated transactions;
o through put or call options transactions relating to the shares;
o through short sales of shares; or
o 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.
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<PAGE>
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from the Company's 1999
Annual Report on Form 10-K and Current Report on Form 8-K dated September 28,
2000 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
VALIDITY OF THE COMMON STOCK
The validity of the Common Stock will be passed upon for the Company by
Cadwalader, Wickersham & Taft, New York, New York.
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<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................................................ $10,534
Accounting fees..................................................... 4,000
Legal fees and expenses............................................. 10,000
Miscellaneous....................................................... 66
-------
Total......................................................... $24,600
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
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).
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<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
(incorporated by reference to Exhibit (4)(b) to
Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (File No. 333-81901)).
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).*
----------------------
* Previously filed.
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;
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<PAGE>
(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 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 November 28, 2000.
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 November 28, 2000.
SIGNATURE TITLE
--------- -----
THE BEAR STEARNS COMPANIES INC.
* Chairman of the Board and Director
------------------------------------
ALAN C. GREENBERG
* President, Chief Executive Officer
------------------------------------ and Director (Principal
JAMES E. CAYNE Executive Officer)
* Director
------------------------------------
CARL D. GLICKMAN
* Director
------------------------------------
DONALD J. HARRINGTON
Director
------------------------------------
WILLIAM L. MACK
* Director
------------------------------------
FRANK T. NICKELL
Director
------------------------------------
FREDERIC V. SALERNO
II-4
<PAGE>
SIGNATURE TITLE
--------- -----
Director
------------------------------------
ALAN D. SCHWARTZ
Director
------------------------------------
WARREN J. SPECTOR
* 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
------------------------------------ (Principal Accounting Officer)
MARSHALL J LEVINSON
*By: /s/ Samuel L. Molinaro Jr.
-------------------------------
SAMUEL L. MOLINARO JR.
Attorney-in-Fact
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 (incorporated
by reference to Exhibit (4)(b) to the Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8
(File No. 333-81901)).
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).*
----------------------
* Previously filed.
