As filed with the Securities and Exchange Commission on June 30, 2003
Registration No. 333-
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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.
Long-Term Incentive Stock Award Program
(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 LLP
100 Maiden Lane
New York, New York 10038
(212) 504-6000
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CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Maximum Amount of
Title of Each Class of Securities Amount to be Proposed Maximum Offering Aggregate Offering Registration
to be Registered Registered(1) Price Per Unit(2) Price(2) Fee(2)
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Common Stock, par value $1.00
per share 13,509 shares $73.975 $999,328 $80.84
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(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
June 26, 2003.
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.
13,509 Shares of Common Stock
Certain of our employees, all of whom are named in this prospectus, may offer
and sell from time to time, for their own accounts up to 13,509 shares of our
Common Stock that they acquired in connection with grants of restricted stock
units pursuant to our Long-Term Incentive Stock Award program. 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 June 27, 2003, the closing price of the Common Stock on the Exchange
was $73.09 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.
June 30, 2003
You should only rely on the information incorporated by reference or provided
in this prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The Common Stock is not being offered in
any state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
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TABLE OF CONTENTS
Page
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Where You Can Find More Information..........................................2
Forward-Looking Statements...................................................3
Certain Definitions..........................................................4
The Company..................................................................5
Selling Stockholders.........................................................7
Plan of Distribution.........................................................9
Experts.....................................................................10
WHERE YOU CAN FIND MORE INFORMATION
We file current, 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.
Our website is http://www.bearstearns.com. We make available free of charge
on our website our annual reports on Form 10-K; quarterly reports on Form 10-Q
and any amendments to such reports filed or furnished pursuant to Section 13(a)
or 15(d) of the Exchange Act as soon as reasonably practicable after such
material is electronically filed with, or furnished to, the SEC.
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
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prospectus, and information that we file later with the SEC will automatically
update and supersede this information.
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, 2002;
(ii) the Quarterly Report on Form 10-Q for the fiscal quarter ended
February 28, 2003;
(iii) the Current Reports on Form 8-K dated December 18, 2002, December
18, 2002, December 20, 2002, January 8, 2003, January 14, 2003, January
30, 2003, February 11, 2003, February 11, 2003, February 24, 2003; March
19, 2003; March 19, 2003; March 26, 2003; April 7, 2003; April 24, 2003;
April 28, 2003; April 28, 2003; June 2, 2003; June 18, 2003; June 18,
2003; and June 19, 2003; 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.
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, 2002 and our Quarterly Report
on Form 10-Q for the fiscal quarter ended February 28, 2003, which have 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.
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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 LLC;
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 "ISE" refers to the International Securities Exchange;
o "NASD" refers to the National Association of Securities Dealers, Inc.; and
o "NYSE" refers to the New York Stock Exchange, Inc.
Bear Stearns, BSB, BSSC and BSIL are subsidiaries of The Bear Stearns Companies
Inc.
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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
of our proprietary transactions. 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 the NYSE, AMEX and ISE;
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 Beijing, Herzliya, Hong Kong, Sao Paulo and
Shanghai;
o through international offices in Dublin, Hong Kong, London, Lugano, Milan,
Singapore and Tokyo; and
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o through joint ventures with other firms in Belgium, Greece, Spain, and
Sweden.
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 ISE. 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 among other European
exchanges, is a member of Eurex Deutschland, the International Petroleum
Exchange, Euronext Liffe, Euronext Paris and NASDAQ Europe. 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.
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SELLING STOCKHOLDERS
This prospectus relates to shares of Common Stock that have been acquired by
the Selling Stockholders in connection with grants of restricted stock units
pursuant to our Long-Term Incentive Stock Award program.
Each of the Selling Stockholders is an employee of the Company or one of its
subsidiaries. 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;
o the number of shares of Common Stock each Selling Stockholder beneficially
owned as of June 25, 2003;
o the number of shares of Common Stock acquired by each Selling Stockholder
in connection with grants of restricted stock units pursuant to our
Long-Term Incentive Stock Award program 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 in connection with grants of restricted stock units pursuant
to our Long-Term Incentive Stock Award program 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.
Shares Beneficially Owned
Shares After this Offering
Position(s) with Beneficially Shares Covered by ---------------------------
Selling Stockholder the Company Owned (1)(2)(3) this Prospectus Number Percent
-------------------------- -------------------- ------------------- --------------------- -------------- -------------
Marshall J Levinson (4) Senior Managing 567 567 -- --
Director and
Controller
Michael Minikes (a)(5) Senior Managing 307,509 7,509 300,000 *
Director and
Treasurer
Samuel L. Molinaro Jr. Senior Managing 6,638 5,433 1,205 *
Director,
Executive Vice
President and
Chief Financial
Officer
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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 431,811 shares underlying units credited
under the Capital Accumulation 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 27,023 shares underlying
unvested units granted under the Long-Term Incentive Stock Award program
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 77 shares of Common Stock held in a trust established for
Mr. Levinson's daughter, as to which shares Mr. Levinson disclaims
beneficial ownership.
(5) Does not include 1,780 shares of Common Stock owned by Mr. Minikes' wife,
as to which shares Mr. Minikes disclaims beneficial ownership.
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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.
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EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from our 2002 Annual
Report on Form 10-K for the year ended November 30, 2002 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.
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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, 2002; (ii) the Quarterly Report
on Form 10-Q for the fiscal quarter ended February 28, 2003; (iii) the Current
Reports on Form 8-K dated December 18, 2002, December 18, 2002, December 20,
2002, January 8, 2003, January 14, 2003, January 30, 2003, February 11, 2003,
February 11, 2003, February 24, 2003; March 19, 2003; March 19, 2003; March 26,
2003; April 7, 2003; April 24, 2003; April 28, 2003; April 28, 2003; June 2,
2003; June 18, 2003; June 18, 2003; and June 19, 2003; 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 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.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
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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 on
January 15, 2002).
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Exhibit No. Description
------- ---------------
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 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 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 on January 15, 2002).
10 -- Form of Long-Term Incentive Stock Award Agreement
(incorporated by reference to Exhibit 10 to the
Registration Statement on Form S-8 (File No.
333-106567)).
23 -- 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;
II-3
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(i) and
(a)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(d) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 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.
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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 June 30, 2003.
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 June 30, 2003.
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 (Principal
James E. Cayne Executive Officer) and Director
/s/ Carl D. Glickman Director
------------------------------------
Carl D. Glickman
Director
------------------------------------
Donald J. Harrington
II-5
Signature Title
--------- -----
/s/ William L. Mack Director
------------------------------------
William L. Mack
/s/ Frank T. Nickell Director
------------------------------------
Frank T. Nickell
/s/ Paul A. Novelly Director
------------------------------------
Paul A. Novelly
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)
/s/ Marshall J Levinson Controller
------------------------------------ (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 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 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 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 on January
15, 2002).
10 -- Form of Long-Term Incentive Stock Award Agreement
(incorporated by reference to Exhibit 10 to the Registration
Statement on Form S-8 (File No. 333-106567)).
23 -- Consent of Deloitte & Touche LLP.
24 -- Power of attorney (included in the signature pages to the
Registration Statement).