SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 25, 2002 ---------------- THE BEAR STEARNS COMPANIES INC. ----------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE File No. 1-8989 13-3286161 ---------------------------- ------------------------ ------------------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 383 Madison Avenue, New York, New York 10179 ----------------------------------------------- ----------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (212) 272-2000 -------------- Not Applicable ------------------------------------------------------------- (former name or former address, if changed since last report) Item 5. Other Events ------------ Filed herewith are copies of: (a) Opinion of Cadwalader, Wickersham & Taft as to certain federal income tax consequences described in the Prospectus Supplement, dated January 25, 2002 to the Prospectus, dated January 25, 2002, included in the Registration Statement on Form S-3 filed by the Company (Registration No. 333-76894). (b) Consent of Cadwalader, Wickersham & Taft. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (a) Financial Statements of Businesses Acquired: Not applicable (b) Pro Forma Financial Information: Not applicable (c) Exhibits: The following exhibits are incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-76894) as exhibits to such Registration Statement: 8 Opinion of Cadwalader, Wickersham & Taft as to certain federal income tax consequences. 23(c) Consent of Cadwalader, Wickersham & Taft (Included in Exhibit 8). -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE BEAR STEARNS COMPANIES INC. By: /s/ Marshall J Levinson ----------------------------------- Marshall J Levinson Controller (Principal Accounting Officer) Dated: January 25, 2002 -3- THE BEAR STEARNS COMPANIES INC. FORM 8-K CURRENT REPORT EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 8 Opinion of Cadwalader, Wickersham & Taft as to certain federal income tax consequences. 23(c) Consent of Cadwalader, Wickersham & Taft (Included in Exhibit 8). -4-