FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-49876
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 30, 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
----
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 Beneficially Owned
Selling Stockholders, Addresses of Shares Shares After This Offering
Selling Stockholders and Prior Beneficially Covered by -------------------------------
Principal Positions with the Company Owned (1)(2)(3) this 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 Beneficially Owned
Selling Stockholders, Addresses of Shares Shares After This Offering
Selling Stockholders and Prior Beneficially Covered by -------------------------------
Principal Positions with the Company Owned (1)(2)(3) this 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 Beneficially Owned
Selling Stockholders, Addresses of Shares Shares After This Offering
Selling Stockholders and Prior Beneficially Covered by -------------------------------
Principal Positions with the Company Owned (1)(2)(3) this 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>
----------------------
* 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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