AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 30, 2000
REGISTRATION NO. 333- ___________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------
THE BEAR STEARNS COMPANIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3286161
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(212) 272-2000
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
THE BEAR STEARNS COMPANIES INC.
CAPITAL ACCUMULATION PLAN
FOR SENIOR MANAGING DIRECTORS
(Full Title of the Plan)
SAMUEL L. MOLINARO JR.
CHIEF FINANCIAL OFFICER
THE BEAR STEARNS COMPANIES INC.
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(212) 272-2000
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)
COPIES TO:
DENNIS J. BLOCK, ESQ.
CADWALADER, WICKERSHAM & TAFT
100 MAIDEN LANE
NEW YORK, NEW YORK 10038
(212) 504-6000
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CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF PROPOSED PROPOSED
EACH CLASS OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE (2)
----------------- ------------ -------------- ---------------- ------------
Common Stock, par
value $1.00 per
share 2,736,711 $48.97 $134,013,317 $35,380
================================================================================
(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 November
22, 2000.
<PAGE>
Explanatory Note
This Registration Statement is being filed solely for purposes of registering
the shares for resale by the Selling Stockholders. The reoffer prospectus which
is filed as a part of this Registration Statement has been prepared in
accordance with the requirements of Form S-3, and pursuant to General
Instruction C of Form S-8 may be used for reoffers or resales of the shares that
have been acquired by the Selling Stockholders.
<PAGE>
REOFFER PROSPECTUS
THE BEAR STEARNS COMPANIES INC.
2,736,711 SHARES OF COMMON STOCK
Certain of the Company's employees, all of whom are named in this Prospectus,
are selling for their own accounts up to 2,736,711 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 November 29, 2000, the closing price of the Common Stock on the
Exchange was $49 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.
----------------
TABLE OF CONTENTS
Page
Where You Can Find More Information..........................................2
Certain Definitions..........................................................3
The Company..................................................................4
Selling Stockholders.........................................................6
Plan of Distribution........................................................11
Experts.....................................................................12
WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly reports, proxy statements and other information
required by the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), with the Securities and Exchange Commission (the "SEC"). You may read and
copy any document the Company files at the SEC's public reference rooms located
at 450 Fifth Street, N.W., Washington, D.C. 20549, at Seven World Trade Center,
13th Floor, New York, New York 10048 and at Northwest Atrium Center, 5000 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. The
Company's SEC filings are also available to the public from the SEC's web site
at http://www.sec.gov. Copies of these reports, proxy statements and other
information can also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.
The Company has filed with the SEC a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock. This Prospectus, which
constitutes a part of that Registration Statement, does not contain all the
information contained in that Registration Statement and its exhibits. For
further information with respect to the Company and the Common Stock, you should
consult the Registration Statement and its exhibits. Statements contained in
this Prospectus concerning the provisions of any documents are necessarily
summaries of those documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC. The Registration
Statement and any of its amendments, including exhibits filed as a part of the
Registration Statement or an amendment to the Registration Statement, are
available for inspection and copying through the entities listed above.
The SEC allows the Company to "incorporate by reference" the information that
we file with them, which means that we can disclose important information to you
by referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
Prospectus, and information that we file later with the SEC will automatically
update and supersede this information.
-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, 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.
-3-
<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.
-4-
<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.
-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.
Each of the Selling Stockholders is an employee of the Company or one of its
subsidiaries and is a Senior Managing Director of Bear Stearns. The following
table sets forth:
o the name and principal position or positions over the past three years
with the Company of each Selling Stockholder (other than such Selling
Stockholder's current position as a Senior Managing Director of Bear
Stearns);
o the number of shares of Common Stock each Selling Stockholder
beneficially owned as of 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. The address of
each Selling Stockholder is c/o The Bear Stearns Companies Inc., 245 Park
Avenue, New York, New York 10167.
-6-
<PAGE>
This table reflects all Selling Stockholders who are eligible to resell and
the number of shares available to be resold by such Selling Stockholders.
<TABLE>
<CAPTION>
Shares Beneficially Owned
Shares Shares After This Offering
Selling Stockholders and Principal Beneficially Covered by -------------------------
Positions with the Company Owned (1)(2)(3) This Prospectus Number Percent
---------------------------------- --------------- --------------- ------ -------
<S> <C> <C> <C> <C>
Michael J. Abatemarco 36,835 2,505 34,330 *
Edward Almeida 30,761 8,700 22,061 *
Wayne Angell 21,181 9,181 12,000 *
Jeffrey C. Bernstein (4) 35,596 8,037 27,559 *
Steve Binder 14,945 6,247 8,698 *
Denis Bovin 169,036 49,909 119,127 *
Stanley Brach 7,056 3,737 3,319 *
Damion Carufe 11,513 9,934 1,579 *
James E. Cayne (5) 4,415,694 330,825 4,084,869 2.78%
President
Chief Executive Officer
Vincent M. Cazzetta 3,492 1,438 2,054 *
Daniel A. Celentano 12,867 8,104 4,763 *
Pasquale CeStaro, III 29,977 18,996 10,981 *
Peter Cherasia (a) 106,750 37,279 69,471 *
Ralph Cioffi 172,665 111,325 61,340 *
Marshall Coburn 23,841 22,734 1,107 *
Barry J. Cohen 197,004 80,079 116,925 *
Michael Cohen 15,070 11,910 3,160 *
David S. Connelly 40,302 26,853 13,449 *
Steven M. Dantus (6) 75,479 29,852 45,627 *
Daniel R. Delahanty (7) 48,033 7,224 40,809 *
Wendy de Monchaux 82,220 29,220 53,000 *
Richard W. Dimino 102,980 3,949 99,031 *
Ken Edlow 138,730 11,817 126,913 *
Secretary
Yan Erlikh 57,809 56,361 1,448 *
Marc Feuer 6,928 2,454 4,474 *
William Finn 43,327 11,000 32,327 *
Michael Frankel 29,852 8,120 21,732 *
Bruce E. Geismar (a)(8) 152,429 22,876 129,553 *
David H. Glaser 48,169 15,303 32,866 *
Andrew E. Haas (9) 53,487 29,554 23,933 *
Robert Harteveldt 65,380 60,461 4,919 *
Cory Hechler 26,824 19,293 7,531 *
Daniel Hoffman 26,485 13,561 12,924 *
Marjorie Hogan 21,936 15,181 6,755 *
Michael Hyatt (10) 66,270 10,000 56,270 *
Robert B. Jackman 257,565 23,901 233,664 *
William M. Jennings 352,577 19,753 332,824 *
Brian C. Jerome 33,581 13,039 20,542 *
Michael Josephson 30,061 10,264 19,797 *
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Owned
Shares Shares After This Offering
Selling Stockholders and Principal Beneficially Covered by -------------------------
Positions with the Company Owned (1)(2)(3) This Prospectus Number Percent
---------------------------------- --------------- --------------- ------ -------
<S> <C> <C> <C> <C>
Frederick N. Khedouri 38,199 36,851 1,348 *
John Knight 5,838 5,838 - *
John Y. Koren 16,802 10,784 6,018 *
Hans Rudolph Kunz 32,579 29,071 3,508 *
Mark A. Kurland 57,221 38,214 19,007 *
Pascal Lambert 2,382 2,382 - *
Andrew Lawrence 114,670 5,301 109,369 *
Joseph C. Leach 21,657 10,000 11,657 *
Mark E. Lehman (11) 148,532 36,696 111,836 *
Executive Vice President
General Counsel
Frederick Leuffer 30,013 23,873 6,140 *
Marshall J Levinson (12) 7,167 3,000 4,167 *
Controller
Anthony Liberatore 13,631 6,859 6,772 *
Roland N. Livney 66,639 44,486 22,153 *
Michael A. Lorig 27,210 12,500 14,710 *
Ralph Mack 42,534 40,671 1,863 *
David Malpass 16,863 16,240 623 *
Michael J. Margolis 5,930 3,015 2,915 *
David Marren 29,947 2,868 27,079 *
George J. Mason 29,106 6,921 22,185 *
James McKenna 11,698 6,870 4,828 *
Jeffrey Mehl 67,364 14,748 52,616 *
Michael Minikes (a)(13) 508,874 31,159 477,715 *
Treasurer
Samuel L. Molinaro Jr. 15,915 8,242 7,673 *
Senior Vice President - Finance
Chief Financial Officer
Dominick Mondi 18,409 4,116 14,293 *
Mark Murphy 33,734 21,874 11,860 *
Andrew Neff 20,485 11,800 8,685 *
Barry Nix 69,761 55,419 14,342 *
Fares Noujaim 57,921 30,618 27,303 *
Timothy O'Neill 15,727 15,727 - *
Aldo Parcesepe 165,499 16,944 148,555 *
Terese D. Payne 143,908 44,876 99,032 *
(Leave of Absence)
Edward Raice 73,427 3,354 70,073 *
Robert Reitzes 50,130 46,002 4,128 *
Michael Saperstein (14) 634,335 595 633,740 *
Kenneth Savio 30,564 16,892 13,672 *
Steven Scari 15,821 9,926 5,895 *
Joel S. Schlesinger 14,512 9,497 5,015 *
Clark Schubach 46,975 12,540 34,435 *
Alan D. Schwartz 1,119,200 168,994 950,206 *
Robert Seyferth 5,498 3,498 2,000 *
</TABLE>
-8-
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Owned
Shares Shares After This Offering
Selling Stockholders and Principal Beneficially Covered by -------------------------
Positions with the Company Owned (1)(2)(3) This Prospectus Number Percent
---------------------------------- --------------- --------------- ------ -------
<S> <C> <C> <C> <C>
Douglas Sharon 27,477 25,946 1,531 *
Andrew Sloves 43,905 28,333 15,572 *
Kevin Smyth 21,389 20,059 1,330 *
Warren Spector (15) 453,792 308,646 145,146 *
Kenneth Spindel 12,504 6,189 6,315 *
Robert Steinberg 1,039,430 82,962 956,468 *
Donald Tang 56,017 40,000 16,017 *
Salvatore Tiano 19,221 17,449 1,772 *
John Twyman 41,213 5,212 36,001 *
Michael Urfirer 225,935 112,968 112,967 *
Eli Wachtel (16) 39,047 16,892 22,155 *
James Wolfsberg 12,817 10,231 2,586 *
Michael Zackman 21,856 4,314 17,542 *
George J. Zahringer 32,391 11,785 20,606 *
Uzi Zucker (a) 258,671 15,488 243,183 *
--------------------------------------
</TABLE>
* Less than one (1%) percent
(a) Former member of the Board of Directors of the Company
(1) Nature of beneficial ownership is sole voting and investment power except
as indicated in subsequent notes.
(2) Includes shares of Common Stock owned by the Selling Stockholders through
The Bear Stearns Companies Inc. Employee Stock Ownership Plan (the
"ESOP"). Shares owned by the ESOP that are allocated to employees'
accounts are voted on a "pass through" basis by the employees to whose
accounts such shares are allocated. Shares not allocated to accounts and
allocated shares for which voting directions have not been received are
voted by the trustee of the ESOP in proportion to the manner in which
allocated shares are directed to be voted by participants in the ESOP.
(3) Does not include an aggregate of 17,754,309 shares underlying units
credited under the Plan to the indicated individuals because such
individuals neither have the present ability to direct the vote nor the
ability to dispose of such shares and will not have such rights within 60
days.
(4) Does not include 942 shares of Common Stock owned by Mr. Bernstein's
children, as to which shares Mr. Bernstein disclaims beneficial ownership.
(5) Does not include 45,669 shares of Common Stock owned by Mr. Cayne's wife,
as to which shares Mr. Cayne disclaims beneficial ownership. Does not
include 236,354 shares of Common Stock held by trusts established for Mr.
Cayne's children, as to which shares Mr. Cayne disclaims beneficial
ownership. Does not include 8,048 shares of Common Stock owned by a child
of Mr. Cayne, as to which shares Mr. Cayne disclaims beneficial ownership.
(6) Includes 22 shares of Common Stock held by Mr. Dantus as custodian for his
child.
(7) Includes 1,088 shares of Common Stock held by Mr. Delahanty as custodian
for his child.
(8) Does not include 2,343 shares of Common Stock owned by a child of Mr.
Geismar, as to which shares Mr. Geismar disclaims beneficial ownership.
(9) Includes 118 shares of Common Stock held by Mr. Haas as custodian for his
children.
(10) Includes 694 shares of Common Stock held by Mr. Hyatt as custodian for his
children.
(11) Does not include 31,763 shares of Common Stock held in a trust established
for Mr. Lehman's wife, as to which shares Mr. Lehman disclaims beneficial
ownership.
(12) Does not include 77 shares of Common Stock held in a trust established for
Mr. Levinson's daughter, as to which shares Mr. Levinson disclaims
beneficial ownership.
-9-
<PAGE>
(13) Does not include 1,780 shares of Common Stock owned by Mr. Minikes' wife,
as to which shares Mr. Minikes disclaims beneficial ownership.
(14) Does not include 161,060 shares of Common Stock held in two trusts
established for Mr. Saperstein's daughter, as to which shares
Mr. Saperstein disclaims beneficial ownership.
(15) Does not include 636 shares of Common Stock owned by Mr. Spector's wife,
as to which shares Mr. Spector disclaims beneficial ownership.
(16) Mr. Wachtel also has a short position of 20,124 shares of Common Stock.
-10-
<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 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; 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.
-11-
<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.
-12
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the SEC pursuant to Section
13 of the Exchange Act (File No. 1-8989), are incorporated herein by reference:
(i) the Annual Report on Form 10-K (including the portions of 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. All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment indicating that all securities
offered hereby have been sold or deregistering all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers in certain
circumstances.
Article VIII of 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 9.
II-1
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
With respect to the restricted securities reoffered or resold pursuant to
this Registration Statement, the Registrant claimed an exemption from
registration under the Securities Act pursuant to Section 4(2) thereof. Such
restricted securities were issued to the Selling Stockholders in connection with
their deferral of income under the Registrant's Capital Accumulation Plan for
Senior Managing Directors.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4(a)(1) -- Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4(a)(1) to the
Registration Statement on Form S-3 (File No.
333-57083)).
4(a)(2) -- Certificate of Stock Designation relating to the
Registrant's Adjustable Rate Cumulative Preferred
Stock, Series A (incorporated by reference to Exhibit
4(a)(6) to the Registration Statement on Form S-8 (File
No. 33-49979)).
4(a)(3) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series E
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on January 14,
1998).
4(a)(4) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series F
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on April 20,
1998).
4(a)(5) -- Certificate of Stock Designation relating to the
Registrant's Cumulative Preferred Stock, Series G
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on June 18,
1998).
4(b) -- Amended and Restated By-laws of the Registrant
(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)).
23(a) -- Consent of Deloitte & Touche LLP.
24 -- Power of attorney (included in the signature pages
to the Registration Statement).
An opinion of counsel (Exhibit 5) is not being filed since the securities
being registered are not original issuance securities.
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(i) and
(a)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment will be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time will be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(d) That, for purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
(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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
hereby certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this 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 30, 2000.
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 November 30, 2000.
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
JAMES E. CAYNE Executive Officer)
/s/ Carl D. Glickman Director
------------------------------------
CARL D. GLICKMAN
Director
------------------------------------
DONALD J. HARRINGTON
Director
------------------------------------
WILLIAM L. MACK
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<PAGE>
SIGNATURE TITLE
--------- -----
/s/ Frank T. Nickell Director
------------------------------------
FRANK T. NICKELL
/s/ Frederic V. Salerno Director
------------------------------------
FREDERIC V. SALERNO
/s/ Alan D. Schwartz Director
------------------------------------
ALAN D. SCHWARTZ
Director
------------------------------------
WARREN J. SPECTOR
/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
------------------------------------ (Principal Accounting Officer)
MARSHALL J LEVINSON
II-6
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
4(a)(1) -- Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4(a)(1) to the
Registration Statement on Form S-3 (File No. 333-57083)).
4(a)(2) -- Certificate of Stock Designation relating to the Registrant's
Adjustable Rate Cumulative Preferred Stock, Series A
(incorporated by reference to Exhibit 4(a)(6) to the
Registration Statement on Form S-8 (File No. 33-49979)).
4(a)(3) -- Certificate of Stock Designation relating to the Registrant's
Cumulative Preferred Stock, Series E (incorporated by
reference to Exhibit 1.4 to the Registration Statement on
Form 8-A filed on January 14, 1998).
4(a)(4) -- Certificate of Stock Designation relating to the Registrant's
Cumulative Preferred Stock, Series F (incorporated by
reference to Exhibit 1.4 to the Registration Statement on
Form 8-A filed on April 20, 1998).
4(a)(5) -- Certificate of Stock Designation relating to the Registrant's
Cumulative Preferred Stock, Series G (incorporated by
reference to Exhibit 1.4 to the Registration Statement on
Form 8-A filed on June 18, 1998).
4(b) -- Amended and Restated By-laws of the Registrant (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)).
23(a) -- Consent of Deloitte & Touche LLP.
24 -- Power of attorney (included in the signature pages to the
Registration Statement).
