AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2002
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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)
383 MADISON AVENUE
NEW YORK, NEW YORK 10179
(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.
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THE BEAR STEARNS COMPANIES INC.
383 MADISON AVENUE
NEW YORK, NEW YORK 10179
(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
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PRICE PER UNIT(2) PRICE(2) FEE(2)
------------------------------------------------------------------------------------------------
Common Stock, par value 288,914
$1.00 per share shares $54.45 $15,731,367 $1,447
================================================================================================
(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 February
22, 2002.
================================================================================
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.
REOFFER PROSPECTUS
THE BEAR STEARNS COMPANIES INC.
288,914 SHARES OF COMMON STOCK
Certain of our employees, all of whom are named in this prospectus, are
selling for their own accounts up to 288,914 shares of our Common Stock that
they acquired pursuant to our Capital Accumulation Plan for Senior Managing
Directors. We 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, as
amended, 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 February 28, 2002, the closing price of the Common Stock on the
Exchange was $55.09 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.
March 1, 2002
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
Forward-Looking Statements...................................................3
Certain Definitions..........................................................4
The Company..................................................................5
Selling Stockholders.........................................................7
Plan of Distribution........................................................12
Experts.....................................................................13
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 of these filed documents at the SEC's public reference
rooms located at 450 Fifth Street, N.W., Washington, D.C. 20549 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. Our 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.
We have 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 include 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 us 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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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 November
30, 2001;
(ii) the Current Reports on Form 8-K dated December 20, 2001, January 8,
2002, January 8, 2002, and January 25, 2002; and
(iii) 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.
We 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 us at our
Investor Relations Department, The Bear Stearns Companies Inc., 383 Madison
Avenue, New York, New York 10179; telephone number (212) 272-2000.
FORWARD-LOOKING STATEMENTS
Certain statements included in or incorporated by reference into this
prospectus including (without limitation) certain matters discussed under "Legal
Proceedings," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Quantitative and Qualitative Disclosures about
Market Risk" included in or incorporated by reference in our Annual Report on
Form 10-K for the fiscal year ended November 30, 2001, which has been filed with
the SEC, are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
concerning management's expectations, strategic objectives, business prospects,
anticipated economic performance and financial condition and other similar
matters are subject to risks and uncertainties, which could cause actual results
to differ materially from those discussed in the forward-looking statements.
Forward-looking statements speak only as of the date of the document in which
they are made. We disclaim any obligation or undertaking to provide any updates
or revisions to any forward-looking statement to reflect any change in our
expectations or any change in events, conditions or circumstances on which the
forward-looking statement is based.
-3-
CERTAIN DEFINITIONS
Unless otherwise stated in this prospectus:
o the "Company," "we," "us," and "our" refer to The Bear Stearns Companies
Inc. and its subsidiaries;
o "AMEX" refers to the American Stock Exchange;
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;
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.
Bear Stearns, BSB, BSSC and BSIL are subsidiaries of The Bear Stearns Companies
Inc.
-4-
THE COMPANY
We are a holding company that, through our subsidiaries, principally Bear
Stearns, BSSC, BSIL and BSB, is a leading investment banking, securities and
derivatives trading, clearance 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 customer transactions and certain
proprietary transactions of the Company. Our business includes:
o market-making and trading in US government, government agency, corporate
debt and equity, mortgage-related, asset-backed, municipal securities and
high yield products;
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 activities 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 services; and
o fiduciary, custody, agency and securities research services.
Our business is conducted:
o from our principal offices in New York City;
o from domestic regional offices in Atlanta, Boston, Chicago, Dallas, Denver,
Los Angeles, San Francisco and San Juan;
o from representative offices in Herzliya, Milan and Sao Paulo;
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o through international offices in Dublin, Hong Kong, London, Lugano,
Singapore and Tokyo; and
o through joint ventures with other firms in Belgium, Greece and Spain.
Our 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. We provide trust
company and clearance services through our subsidiary, Custodial Trust Company,
which is located in Princeton, New Jersey.
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 NASD, 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, 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 Financial Services Authority.
BSB is an Ireland-based bank, which was registered in 1996 and subsequently
granted a banking license under the Irish Central Bank Act, 1971. BSB allows our
existing and prospective clients the opportunity of dealing with a banking
counterparty.
We are incorporated in the State of Delaware. Our principal executive
office is located at 383 Madison Avenue, New York, New York 10179; our telephone
number is (212) 272-2000. Our Internet address is http://www.bearstearns.com.
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SELLING STOCKHOLDERS
This prospectus relates to shares of Common Stock that have been acquired
by the Selling Stockholders named below pursuant to our 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 February 14, 2002;
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., 383 Madison
Avenue, New York, New York 10179.
-7-
This table reflects all Selling Stockholders who are eligible to resell and
the number of shares available to be resold by such Selling Stockholders.
SHARES SHARES SHARES BENEFICIALLY OWNED
SELLING STOCKHOLDERS AND BENEFICIALLY COVERED BY AFTER THIS OFFERING
PRINCIPAL OWNED THIS -------------------
POSITIONS WITH THE COMPANY (1)(2)(3) PROSPECTUS NUMBER PERCENT
-------------------------- --------- ---------- ------ -------
Edward Almeida 22,516 865 21,651 *
Raymond Aronson 2,451 202 2,249 *
Perrin Arturi 3,012 1,238 1,774 *
J. Bradford Barnes 2,080 1,543 537 *
Jeffrey C. Bernstein 20,697 913 19,784 *
Kathryn R. Booth 25,184 1,350 23,834 *
Stanley Brach 11,441 506 10,935 *
Damion Carufe 2,092 499 1,593 *
James E. Cayne (4) 4,702,840 35,809 4,621,362 4.63%
Chairman of the Board
Chief Executive Officer
Vincent M. Cazzetta 4,048 76 3,972 *
Daniel A. Celentano 16,968 754 16,214 *
Pasquale CeStaro, III 33,466 1,240 32,226 *
Peter Cherasia (a) 90,154 4,625 85,529 *
Barry J. Cohen 46,299 8,732 37,567 *
Michael Cohen 19,557 718 18,839 *
David S. Connelly 3,939 2,553 1,386 *
Steven M. Dantus (5) 16,779 2,218 14,561 *
Wendy de Monchaux 26,200 4,000 22,200 *
Andrew Decker 5,202 751 4,451 *
Richard W. Dimino 52,111 175 51,936 *
John Doyle 1,273 945 328 *
Kenneth L. Edlow 126,757 750 126,007 *
Secretary
James Egan 1,552 1,552 0
Yan Erlikh 45,330 7,215 38,115 *
Marc Feuer 8,393 346 8,047 *
Barry Fleischer 3,253 222 3,031 *
Thomas M. Flexner 1,581 1,367 214 *
Michael Frankel 34,040 627 33,413 *
Paul M. Friedman 13,574 934 12,640 *
Bruce E. Geismar (a) (6) 76,549 3,491 73,058 *
David H. Glaser 27,094 1,638 25,456 *
Andrew E. Haas (7) 30,128 1,421 28,707 *
Gregory A. Hanley 943 943 0
Robert Harteveldt 7,382 5,060 2,322 *
Cory Hechler 6,497 396 6,101 *
Kent Hiteshew 1,386 434 952 *
Marjorie Hogan 13,610 1,281 12,329 *
William M. Jennings 346,333 1,622 344,711 *
Brian C. Jerome 44,612 1,236 43,376 *
Michael Josephson 41,681 1,322 40,359 *
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SHARES SHARES SHARES BENEFICIALLY OWNED
SELLING STOCKHOLDERS AND BENEFICIALLY COVERED BY AFTER THIS OFFERING
PRINCIPAL OWNED THIS -------------------
POSITIONS WITH THE COMPANY (1)(2)(3) PROSPECTUS NUMBER PERCENT
-------------------------- --------- ---------- ------ -------
Richard Kahn 5,844 436 5,408 *
Daniel L. Keating (a) 151,897 2,039 149,858 *
Frederick N. Khedouri 3,253 3,139 114 *
John Knight 3,677 260 3,417 *
John Y. Koren 24,132 664 23,468 *
Pascal Lambert 13,157 702 12,455 *
Andrew Lawrence 110,105 365 109,740 *
Mark E. Lehman (8) 137,841 4,671 133,170 *
Executive Vice President
General Counsel
Frederick Leuffer 44,080 1,735 42,345 *
Anthony Liberatore 10,724 497 10,227 *
David A. Liebowitz 288,910 35,773 253,137 *
Roland N. Livney 7,626 3,822 3,804 *
Michael A. Lorig 76,414 1,106 75,308 *
Aaron C. Lupuloff 838 548 290 *
Ralph Mack 12,752 4,305 8,447 *
David Malpass 1,112 817 295 *
Thomas Marano 20,539 4,221 16,318 *
Michael J. Margolis 3,093 165 2,928 *
Donald A. Martocchio 1,979 1,103 876
James McKenna 63,048 5,671 57,377 *
William D. McLaughlin 119,339 1,913 117,426 *
Jeffrey Mehl 11,668 2,739 8,929 *
Michael Minikes (a) (9) 299,165 9,165 290,000 *
Treasurer
Samuel L. Molinaro Jr. 20,490 690 19,800 *
Executive Vice President
Chief Financial Officer
Dominick Mondi 5,993 729 5,264 *
Kevin Mulvey 11,802 1,864 9,938 *
Mark Murphy 17,653 1,985 15,668 *
Steven B. Nakovich 54,832 967 53,865 *
Andrew Neff 21,473 2,174 19,299 *
Fares Noujaim 7,786 6,916 870 *
Timothy O'Neill 29,107 1,808 27,299 *
Craig M. Overlander 10,240 4,749 5,491 *
Aldo Parcesepe 197,487 2,473 195,014 *
Stephen E. Raphael 5,555 3,334 2,221 *
Robert Reitzes 2,217 2,217 0
Michael Saperstein (10) 764,853 53 764,800 *
Kenneth Savio 46,152 1,452 44,700 *
Steven Scari 28,034 1,175 26,859 *
Joel S. Schlesinger 28,072 1,216 26,856 *
Clark Schubach 41,100 466 40,634 *
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SHARES SHARES SHARES BENEFICIALLY OWNED
SELLING STOCKHOLDERS AND BENEFICIALLY COVERED BY AFTER THIS OFFERING
PRINCIPAL OWNED THIS -------------------
POSITIONS WITH THE COMPANY (1)(2)(3) PROSPECTUS NUMBER PERCENT
-------------------------- --------- ---------- ------ -------
Alan D. Schwartz 795,008 26,037 768,971 *
President
Co-Chief Operating Officer
Robert Seyferth 309 309 0
Timothy Smith 803 803 0
Kevin Smyth 23,034 891 22,143 *
Kurt Soukup 1,529 1,019 510 *
Daniel G. Spina 20,136 2,636 17,500 *
Sheldon I. Stein 3,115 2,851 264 *
Robert Steinberg 856,502 6,034 850,468 *
Stephen M. Straty 3,190 817 2,373 *
Kok Wee Tan 15,546 699 14,847 *
Salvatore Tiano 8,044 1,128 6,916 *
Michael Urfirer 198,925 11,927 186,998 *
Eli Wachtel (11) 7,042 4,768 2,274 *
Dale Patrick Westhoff 3,225 3,225 0
Peter A. Williams 1,007 1,007 0
James Wolfsberg 2,986 1,387 1,599 *
Bruce Wolfson 1,613 202 1,411 *
Ira Zicherman 8,130 843 7,287 *
Uzi Zucker (a) 203,418 638 202,780 *
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* 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 17,441,121 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. Does not include an aggregate of 893,983 shares underlying units
granted under a one-time long term incentive award 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) Includes 45,669 shares of Common Stock owned by Mr. Cayne's wife, as to
which shares Mr. Cayne disclaims beneficial ownership. Includes 285,715
shares of Common Stock held by a charitable trust, as to which shares Mr.
Cayne disclaims beneficial ownership. Does not include 229,454 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.
(5) Includes 76 shares of Common Stock held by Mr. Dantus as custodian for his
child.
(6) Does not include 2,372 shares of Common Stock owned by a child of Mr.
Geismar, as to which shares Mr. Geismar disclaims beneficial ownership.
(7) Includes 518 shares of Common Stock held by Mr. Haas as custodian for his
children.
(8) Does not include 29,763 shares of Common Stock held in a trust established
for Mr. Lehman's wife, as to which shares Mr. Lehman disclaims beneficial
ownership.
-10-
(9) Does not include 1,247 shares of Common Stock owned by Mr. Minikes' wife,
as to which shares Mr. Minikes disclaims beneficial ownership.
(10) Does not include 156,760 shares of Common Stock held in two trusts
established for Mr. Saperstein's daughter, as to which shares Mr.
Saperstein disclaims beneficial ownership.
(11) Mr. Wachtel also has a short position of 7,092 shares of Common Stock.
-11-
PLAN OF DISTRIBUTION
Shares covered by this prospectus will be sold by the Selling Stockholders
as principals for their own account. We 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.
-12-
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from our 2001 Annual
Report on Form 10-K for the year ended November 30, 2001 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated in this prospectus 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.
-13-
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 November 30, 2001; (ii) the Current
Reports on Form 8-K dated December 20, 2001, January 8, 2002, January 8, 2002,
and January 25, 2002; and (iii) 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 is filed as
Exhibit 4(a)(1) to the Registration Statement on Form S-3 (No. 333-57083) filed
June 17, 1998, and the Certificate of Amendment of Restated Certificate of
Incorporation, dated April 2, 2001, is filed as Exhibit 4(a)(2) to the
Registration Statement on Form S-8 (No. 333-92357) filed June 14, 2001.
We have in effect reimbursement insurance for our directors' and officers'
liability claims and directors' and officers' liability insurance indemnifying,
respectively, ourselves and our 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
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 Amendment of Restated Certificate of
Incorporation of the registrant (incorporated by
reference to Exhibit 4(a)(2) to the Registration
Statement on Form S-8 (File No. 333-92357)).
4(a)(3) -- 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)(4) -- Certificate of Correction to the Certificate of
Stock Designation relating to the registrant's
Adjustable Rate Cumulative Preferred Stock, Series A
(incorporated by reference to Exhibit 4(a)(7) to the
Registration Statement on Form S-8 (File No.
33-49979)).
4(a)(5) -- Certificate of Stock Designation relating to the
registrant's 6.15% 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)(6) -- Certificate of Stock Designation relating to the
registrant's 5.72% 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)(7) -- Certificate of Stock Designation relating to the
registrant's 5.49% 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(a)(8) -- Certificate of Elimination of the Cumulative
Convertible Preferred Stock, Series A; Cumulative
Convertible Preferred Stock, Series B; Cumulative
Convertible Preferred Stock, Series C; and Cumulative
Convertible Preferred Stock, Series D of the
registrant (incorporated by reference to Exhibit
4(d)(9) to the Current Report on Form 8-K filed with
the SEC on January 15, 2002).
II-2
4(a)(9) -- Certificate of Elimination of the 7.88% Cumulative
Convertible Preferred Stock, Series B of the
registrant (incorporated by reference to Exhibit
4(d)(10) to the Current Report on Form 8-K filed with
the SEC on January 15, 2002).
4(a)(10) -- Certificate of Elimination of the 7.60% Cumulative
Convertible Preferred Stock, Series C of the
registrant (incorporated by reference to Exhibit
4(d)(11) to the Current Report on Form 8-K filed with
the SEC on January 15, 2002).
4(b) -- Amended and Restated By-laws of the registrant as
amended through January 8, 2002 (incorporated by
reference to Exhibit 4(d)(6) to the Current Report on
Form 8-K filed with the SEC on January 15, 2002).
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.
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
II-3
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 6 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
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 February 28, 2002.
THE BEAR STEARNS COMPANIES INC.
By: /s/ Samuel L. Molinaro Jr.
---------------------------
SAMUEL L. MOLINARO JR.
Executive Vice President
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 February 28, 2002.
SIGNATURE TITLE
-------- -----
THE BEAR STEARNS COMPANIES INC.
/s/ Alan C. Greenberg Chairman of the Executive Committee
------------------------------------ and Director
ALAN C. GREENBERG
/s/ James E. Cayne Chairman of the Board, Chief
------------------------------------ Executive Officer and Director
JAMES E. CAYNE (Principal Executive Officer)
Director
------------------------------------
CARL D. GLICKMAN
/s/ Donald J. Harrington Director
------------------------------------
DONALD J. HARRINGTON
II-5
/s/ William L. Mack Director
------------------------------------
WILLIAM L. MACK
/s/ Frank T. Nickell Director
------------------------------------
FRANK T. NICKELL
/s/ Frederic V. Salerno Director
------------------------------------
FREDERIC V. SALERNO
/s/ Alan D. Schwartz President, Co-Chief Operating
------------------------------------ Officer and Director
ALAN D. SCHWARTZ
/s/ Warren J. Spector President, Co-Chief Operating
------------------------------------ Officer and Director
WARREN J. SPECTOR
/s/ Vincent Tese Director
------------------------------------
VINCENT TESE
/s/ Fred Wilpon Director
------------------------------------
FRED WILPON
/s/ Samuel L. Molinaro Jr. Executive Vice President and Chief
------------------------------------ Financial Officer
SAMUEL L. MOLINARO JR. (Principal Financial Officer)
Controller
/s/ Marshall J Levinson (Principal Accounting Officer)
------------------------------------
MARSHALL J LEVINSON
II-6
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 Amendment of Restated Certificate of
Incorporation of the registrant (incorporated by reference
to Exhibit 4(a)(2) to the Registration Statement on Form S-8
(File No. 333-92357)).
4(a)(3) -- 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)(4) -- Certificate of Correction to the Certificate of Stock
Designation relating to the registrant's Adjustable Rate
Cumulative Preferred Stock, Series A (incorporated by
reference to Exhibit 4(a)(7) to the Registration Statement on
Form S-8 (File No. 33-49979)).
4(a)(5) -- Certificate of Stock Designation relating to the
registrant's 6.15% 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)(6) -- Certificate of Stock Designation relating to the
registrant's 5.72% 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)(7) -- Certificate of Stock Designation relating to the
registrant's 5.49% 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(a)(8) -- Certificate of Elimination of the Cumulative Convertible
Preferred Stock, Series A; Cumulative Convertible Preferred
Stock, Series B; Cumulative Convertible Preferred Stock,
Series C; and Cumulative Convertible Preferred Stock, Series
D of the registrant (incorporated by reference to Exhibit
4(d)(9) to the Current Report on Form 8-K filed with the SEC
on January 15, 2002).
4(a)(9) -- Certificate of Elimination of the 7.88% Cumulative
Convertible Preferred Stock, Series B of the registrant
(incorporated by reference to Exhibit 4(d)(10) to the Current
Report on Form 8-K filed with the SEC on January 15, 2002).
4(a)(10) -- Certificate of Elimination of the 7.60% Cumulative
Convertible Preferred Stock, Series C of the registrant
(incorporated by reference to Exhibit 4(d)(11) to the Current
Report on Form 8-K filed with the SEC on January 15, 2002).
4(b) -- Amended and Restated By-laws of the registrant as amended
II-7
through January 8, 2002 (incorporated by reference to Exhibit
4(d)(6) to the Current Report on Form 8-K filed with the SEC
on January 15, 2002).
23(a) -- Consent of Deloitte & Touche LLP.
24 -- Power of attorney (included in the signature pages to the
Registration Statement).