AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
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
==============================================================================================================
PROPOSED
MAXIMUM
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES AMOUNT TO BE OFFERING 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 3,404,600 shares $61.46 $209,246,716 $19,251
==============================================================================================================
(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 19, 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.
3,404,600 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 3,404,600 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 November 25, 2002, the closing price of the Common Stock on the
Exchange was $64.89 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 26, 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
Recent Events................................................................2
Where You Can Find More Information..........................................2
Forward-Looking Statements...................................................3
Certain Definitions..........................................................4
The Company..................................................................5
Selling Stockholders.........................................................7
Plan of Distribution........................................................13
Experts.....................................................................14
RECENT EVENTS
The Securities and Exchange Commission (the "SEC"), National Association of
Securities Dealers, Inc., New York Stock Exchange and several state attorney
generals' offices have been conducting an industry-wide investigation of certain
research and initial public offering practices of major brokerage firms,
including The Bear Stearns Companies Inc. Such investigations are ongoing and
could result in enforcement action against the various firms. We are cooperating
fully with the investigation.
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 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 Quarterly Reports on Form 10-Q for the periods ending February
28, 2002, May 31, 2002 and August 31, 2002;
(iii) the Current Reports on Form 8-K dated December 20, 2001, January 8,
2002, January 8, 2002, January 25, 2002, March 20, 2002, March 27,
2002, June 19, 2002, June 20, 2002, September 18, 2002, September
20, 2002 and October 30, 2002; 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, 2001 and our Quarterly Reports
on Form 10-Q for the quarters ended February 28, 2002, May 31, 2002 and August
31, 2002, 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;
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 our proprietary and customer
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 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 Stock
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 November 18, 2002;
o the number of shares of Common Stock acquired by each Selling Stockholder
pursuant to our Capital Accumulation Plan for Senior Managing Directors
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 our Capital Accumulation Plan for Senior Managing
Directors 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
-------------------------- --------- ---------- -------- -------
Michael J. Abatemarco 34,537 5,356 29,181 *
Paul Abecassis 30,826 2,554 28,272 *
Michael Alix 11,230 935 10,295 *
Edward Almeida 33,333 1,069 32,264 *
Raymond Aronson 7,148 408 6,740 *
Perrin Arturi 30,733 6,940 23,793 *
Paul Atanasio 6,970 6,970 0 *
Elliott Baim 14,644 1,087 13,557 *
J. Bradford Barnes 18,851 1,526 17,325 *
Steven L. Begleiter 83,436 11,867 71,569 *
Shelley Bergman 16,186 1,215 14,971 *
Jeffrey C. Bernstein 32,261 4,610 27,651 *
Robert Bicknese 16,130 1,148 14,982 *
Steve Binder 27,994 2,232 25,762 *
Barbara Bishop 5,889 2,028 3,861 *
Kathryn R. Booth 57,739 2,712 55,027 *
Denis Bovin 117,306 8,214 109,092 *
Stanley Brach 18,728 7,287 11,441 *
Kurt Butenhoff 18,845 9,258 9,587 *
Damion Carufe 17,304 1,308 15,996 *
James E. Cayne (4) 5,131,566 507,235 4,578,662 4.77%
Chairman of the Board
Chief Executive Officer
Vincent M. Cazzetta 3,778 1,200 2,578 *
Daniel A. Celentano 8,025 7,761 264 *
Pasquale CeStaro, III 52,896 5,680 47,216 *
Peter Cherasia (a) 147,525 100,630 46,895 *
John Chimento 12,776 9,324 3,452 *
Ralph R. Cioffi 106,683 57,532 49,151 *
Michael Cohen 17,232 1,170 16,062 *
David S. Connelly 22,415 21,029 1,386 *
Kathleen Costine 10,806 844 9,962 *
Paul Croitoroo 13,514 3,611 9,903 *
Peter Croncota 26,910 13,160 13,750 *
Steven M. Dantus (5) 44,420 3,151 41,269 *
Geryl Darington 5,690 350 5,340 *
Wendy de Monchaux 133,425 65,441 67,984 *
Andrew Decker 22,613 1,851 20,762 *
Daniel R. Delahanty (6) 10,685 712 9,973 *
Vincent Dicks 10,146 712 9,434 *
John Doyle 12,595 12,267 328 *
Kenneth L. Edlow 206,690 75,500 131,190 *
Secretary
James Egan 22,066 22,066 0 *
Christopher Engdall 4,064 220 3,844 *
Yan Erlikh 117,930 81,700 36,230 *
Michael Fedak 19,774 9,885 9,889 *
James A. Ferency 10,349 10,135 214 *
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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
-------------------------- --------- ---------- -------- -------
Marc Feuer 15,690 2,919 12,771 *
William Finn 54,284 5,042 49,242 *
Barry Fleischer 3,064 2 3,062 *
Nelson Fleishman 9,982 633 9,349 *
Thomas M. Flexner 39,572 37,991 1,581 *
Kevin Flynn 37,883 3,094 34,789 *
Robert Foran 18,925 1,577 17,348 *
Doni Fordyce 11,480 956 10,524 *
Michael Frankel 39,089 3,270 35,819 *
Paul M. Friedman 25,531 1,563 23,968 *
William A. Fritz III 7,761 646 7,115 *
Barry Ganz 17,157 1,230 15,927 *
Bruce E. Geismar (a)(7) 113,952 3,605 110,347 *
David H. Glaser 76,632 8,955 67,677 *
Lesley D. Goldwasser 151,115 12,592 138,523 *
Alan C. Greenberg 258,316 20,693 237,623 *
Chairman of the Executive
Committee
Timothy Greene 24,139 1,807 22,332 *
Kevin Gruneich 125,997 125,997 0 *
Robert Gubitosi 11,026 9,739 1,287 *
Andrew E. Haas (8) 158,692 106,666 52,026 *
Gregory A. Hanley 30,095 2,291 27,804 *
Robert Harteveldt 73,285 61,538 11,747 *
Cory Hechler 21,346 20,245 1,101 *
Ronald Hersch 17,575 1,464 16,111 *
Kent Hiteshew 9,505 712 8,793 *
Daniel Hoffman 33,816 13,641 20,175 *
Marjorie Hogan 18,225 17,470 755 *
John Howard 9,341 9,341 0 *
Michael Hyatt 77,808 5,314 72,494 *
Robert B. Jackman 253,481 1,813 251,668 *
Ron Jacoby 25,057 1,943 23,114 *
Patricia Jehle 39,480 3,275 36,205 *
William M. Jennings 343,203 16,879 326,324 *
Michael Josephson 55,358 9,681 45,677 *
Richard Kahn 9,808 3,956 5,852 *
Raymond Katz 37,991 3,165 34,826 *
Daniel L. Keating (a) 173,517 2,775 170,742 *
Frederick N. Khedouri 77,332 41,826 35,506 *
John Knight 4,668 2,834 1,834 *
Lawrence Kohn 18,690 702 17,988 *
Kenneth Kopelman 4,107 3,501 606 *
John Y. Koren 41,085 19,837 21,248 *
Mark A. Kurland 45,217 25,050 20,167 *
Pascal Lambert 11,979 4,524 7,455 *
Andrew Lawrence 113,852 4,712 109,140 *
Joseph C. Leach 10,770 1,040 9,730 *
Mark E. Lehman (9) 198,654 38,729 159,925 *
Executive Vice President
General Counsel
Frederick Leuffer 55,978 20,756 35,222 *
Michael Levine 83,500 25,653 57,847 *
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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
-------------------------- --------- ---------- -------- -------
Marshall J Levinson (10) 6,779 514 6,265 *
Controller
Anthony Liberatore 22,530 22,217 313 *
David A. Liebowitz 211,184 181,458 29,726 *
Bruce M. Lisman 233,059 5,775 227,284 *
Roland N. Livney 92,599 27,635 64,964 *
Michael A. Lorig 83,179 7,265 75,914 *
Robert Lunder 18,540 9,085 9,455 *
Aaron C. Lupuloff 10,716 9,110 1,606 *
Ralph Mack 64,428 63,716 712 *
David Malpass 11,989 5,277 6,712 *
Thomas Marano 86,354 45,783 40,571 *
Michael J. Margolis 11,102 8,900 2,202 *
Alberto Mariaca 10,156 602 9,554 *
David Marren 31,386 4,272 27,114 *
Donald A. Martocchio 34,070 32,967 1,103 *
George J. Mason 8,047 4,341 3,706 *
Jeffrey A. Mayer 137,487 73,035 64,452 *
Patricia McConnell 10,746 580 10,166 *
James McKenna 91,045 60,497 30,548 *
William D. McLaughlin 25,651 14,031 11,620 *
Jeffrey Mehl 33,885 22,217 11,668 *
Richard L. Metrick 58,550 4,879 53,671 *
Steven Meyer 59,090 32,424 26,666 *
Michael Minikes (a) (11) 404,944 24,112 380,832 *
Treasurer
Samuel L. Molinaro Jr. 32,171 11,681 20,490 *
Executive Vice President
Chief Financial Officer
Dominick Mondi 11,526 9,194 2,332 *
Robert E. Morie Jr. 16,974 874 16,100 *
Gordon M. Morse 8,220 685 7,535 *
Timothy Murray 5,645 413 5,232 *
Steven B. Nakovich 14,987 12,078 2,909 *
Andrew Neff 59,464 3,165 56,299 *
Michael Nierenberg 47,154 25,317 21,837 *
James Nish 32,402 2,554 29,848 *
Fares Noujaim 112,840 111,970 870 *
Timothy O'Neill 47,673 24,274 23,399 *
Craig M. Overlander 87,440 18,645 68,795 *
Aldo Parcesepe 200,150 28,547 171,603 *
Stephen Parish 17,462 1,236 16,226 *
David Pollock 17,166 1,296 15,870 *
W. Preston Raisin 37,410 36,675 735 *
Stephen E. Raphael 38,709 3,040 35,669 *
Robert Reitzes 30,435 30,435 0 *
Joseph P. Riccardo 47,428 3,825 43,603 *
Lou Rosenfeld 36,099 2,990 33,109 *
Robert Rotanz 24,387 1,918 22,469 *
Michael Saperstein (12) 627,283 659 626,624 *
George Sarner 2,512 2,512 0 *
Kenneth Savio 56,369 22,217 34,152 *
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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
-------------------------- --------- ---------- -------- -------
Steven Scari 24,457 10,644 13,813 *
Joel S. Schlesinger 49,797 14,883 34,914 *
Gary Schneider 10,320 8,157 2,163 *
David Schoenthal 7,695 641 7,054 *
Clark Schubach 31,556 6,194 25,362 *
Alan D. Schwartz 1,152,995 32,583 1,120,412 1.17%
President
Co-Chief Operating Officer
Robert J. Schwartz 8,620 2,304 6,316 *
Robert Seyferth 4,510 533 3,977 *
Douglas Sharon 16,243 14,692 1,551 *
Steven Sheresky 8,207 512 7,695 *
Nathaniel Singer 11,165 745 10,420 *
Anthony P. Skvarla 25,782 3,756 22,026 *
Timothy Smith 18,399 17,233 1,166 *
Kevin Smyth 24,929 18,498 6,431 *
Kurt Soukup 862 352 510 *
Warren J. Spector (13) 580,577 40,035 540,542 *
President
Co-Chief Operating Officer
Daniel G. Spina 30,735 29,283 1,452 *
Kenneth Spindel 17,725 509 17,216 *
David Stafman 12,512 766 11,746 *
Sheldon I. Stein 46,167 3,825 42,342 *
Stephen M. Straty 32,785 10,724 22,061 *
Theodore H. Strauss 17,460 13,671 3,789 *
Andrew Taddei 13,859 1,037 12,822 *
Kok Wee Tan 24,743 9,197 15,546 *
Donald Tang 91,205 7,600 83,605 *
Michael L. Tarnopol (a) 282,912 4,492 278,420 *
Dana Telsey 32,467 2,688 29,779 *
Salvatore Tiano 27,522 12,167 15,355 *
John Twyman 25,355 15,564 9,791 *
Michael Urfirer 310,219 190,959 119,260 *
Jeffrey Urwin 55,077 4,589 50,488 *
Eli Wachtel 104,061 30,528 73,533 *
Dale Patrick Westhoff 43,032 23,704 19,328 *
Peter A. Williams 13,485 13,485 0 *
Michael Winter 12,908 6,203 6,705 *
Frederick Wise 39,599 3,154 36,445 *
James Wolfsberg 18,143 5,961 12,182 *
Bruce Wolfson 4,582 264 4,318 *
Toshihiko Yamamoto 1,284 1,284 0 *
Michael Zackman 19,422 778 18,644 *
Ira Zicherman 13,004 11,717 1,287 *
Uzi Zucker (a) 199,043 6,263 192,780 *
------------
* 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.
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(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 22,752,622 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 1,596,532 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 263,215
shares of Common Stock held by a charitable trust, as to which shares Mr.
Cayne disclaims beneficial ownership. Does not include 225,054 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 22 shares of Common Stock held by Mr. Dantus as custodian for his
child.
(6) Includes 1,088 shares of Common Stock held by Mr. Delahanty as custodian
for his children.
(7) Does not include 2,388 shares of Common Stock owned by a child of Mr.
Geismar, as to which shares Mr. Geismar disclaims beneficial ownership.
(8) Includes 318 shares of Common Stock held by Mr. Haas as custodian for his
children.
(9) 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) 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.
(11) Does not include 1,780 shares of Common Stock owned by Mr. Minikes' wife,
as to which shares Mr. Minikes disclaims beneficial ownership.
(12) Does not include 122,176 shares of Common Stock held in two trusts
established for Mr. Saperstein's daughter, as to which shares Mr.
Saperstein disclaims beneficial ownership.
(13) Does not include 636 shares of Common Stock owned by Mr. Spector's wife,
as to which shares Mr. Spector disclaims beneficial ownership.
-12-
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.
-13-
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.
-14-
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 Quarterly Reports
on Form 10-Q for the periods ending February 28, 2002, May 31, 2002 and August
31, 2002; (iii) the Current Reports on Form 8-K dated December 20, 2001, January
8, 2002, January 8, 2002, January 25, 2002, March 20, 2002, March 27, 2002, June
19, 2002, June 20, 2002, September 18, 2002, September 20, 2002 and October 30,
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
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 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 November 26, 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 November 26, 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)
/s/ Carl D. Glickman Director
------------------------------------
CARL D. GLICKMAN
/s/ Donald J. Harrington Director
------------------------------------
DONALD J. HARRINGTON
II-5
Director
------------------------------------
WILLIAM L. MACK
/s/ Frank T. Nickell Director
------------------------------------
FRANK T. NICKELL
/s/ Paul A. Novelly Director
------------------------------------
PAUL A. NOVELLY
Director
------------------------------------
FREDERIC V. SALERNO
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
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).