SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
The Bear Stearns Companies Inc.
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(Name of Issuer)
Common Stock, par value $1.00
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(Title of Class of Securities)
073902108
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(CUSIP Number)
James E. Cayne, Chairman of the Board,
The Bear Stearns Companies Inc., 383 Madison Avenue, New York, NY 10179
(212) 272-2000
with a copy to:
Dennis J. Block
Cadwalader, Wickersham & Taft LLP
One World Financial Center, New York, NY 10281
212-504-5555
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 14, 2008
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James E. Cayne
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a)|_| (b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF, OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
6,963,170
(See Item 5)
NUMBER OF ----------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER OWNED BY
OWNED BY 0
EACH ----------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 6,963,170
(See Item 5)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,008,839 (See Item 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.79%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
This Amendment No. 2 amends the statement on Schedule 13D (the
"Schedule 13D") originally filed by James E. Cayne with the Securities and
Exchange Commission on October 9, 2001, as amended by Amendment No. 1 filed on
September 19, 2003, relating to shares of common stock, par value $1.00 per
share ("Common Stock"), of The Bear Stearns Companies Inc. (the "Corporation").
Items 2, 3, 5 and 6 of Schedule 13D are amended as follows:
Item 2. Identity and Background.
Item 2(c) is hereby amended as follows:
The Reporting Person's present occupation is Chairman of the Board
and a director of the Corporation. The address of the Corporation is 383 Madison
Avenue, New York, New York 10179.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3. is hereby amended as follows:
The Reporting Person acquired beneficial ownership of shares of
Common Stock in connection with the succession of the Corporation to the
business of Bear, Stearns & Co., a New York limited partnership. The Reporting
Person has also acquired beneficial ownership of shares of Common Stock pursuant
to the Corporation's Performance Compensation Plan (the "Performance
Compensation Plan"), and the Reporting Person has acquired and will acquire
beneficial ownership of shares of Common Stock pursuant to the Corporation's
Capital Accumulation Plan for Senior Managing Directors (the "Capital
Accumulation Plan") and the Corporation's Stock Award Plan (the "Stock Award
Plan"). As of February 14, 2008, the Reporting Person has beneficial ownership
of 704,592 shares of Common Stock representing shares issuable pursuant to
presently exercisable options acquired pursuant the Stock Award Plan. As of
February 14, 2008, the Reporting Person expects to acquire beneficial
ownership of 1,181 shares of Common Stock, consisting of a corresponding number
of stock units ("CAP Units") issued under the Capital Accumulation Plan, which
are expected to be distributed as shares of Common Stock in March 2008. All of
such shares were acquired (and in the future will be acquired) pursuant to the
respective terms of such compensation, benefit and similar plans, in
consideration of services rendered and, in the case of shares to be acquired
pursuant to an exercise of options granted under any such compensation and
benefit plan, will be acquired by payment of the exercise price of such options.
Item 5. Interest in Securities of the Issuer.
Item 5. (a), (b), (c), (d) and (e) are hereby amended as follows:
(a) According to information provided by the Corporation, as of
January 16, 2008, the Corporation had issued and outstanding 118,090,675 shares
of Common Stock and an additional 27,316,339 shares of Common Stock were issued
to The Bear Stearns Companies Inc. 2008 Trust (the "Trust") on February 14,
2008.
The Reporting Person is the beneficial owner of 7,008,839 shares of
Common Stock or 4.79% of the outstanding Common Stock, consisting of: (i)
5,612,922 shares of Common Stock owned directly, (ii) 704,592 shares of Common
Stock representing shares issuable pursuant to presently exercisable options
acquired pursuant to the Stock Award Plan, (iii) 1,181 shares of Common Stock
which the Reporting Person has a right to acquire within approximately 60 days
in connection with the distribution of CAP Units under the Capital Accumulation
Plan, (iv) 45,669 shares of Common Stock held by the Reporting Person's spouse,
(v) 180,315 shares of Common Stock held by The James E. Cayne and Patricia D.
Cayne Charitable Trust (the "Charitable Trust") and (vi) 464,160 shares
underlying awards granted to the Reporting Person under the Capital Accumulation
Plan and held in trust pursuant to the Corporation's 2008 Trust Agreement (see
Item 6). The Reporting Person expressly disclaims beneficial ownership of the
45,669 shares of Common Stock held by the Reporting Person's spouse. In
addition, except to the extent of his fiduciary voting and investment power with
respect to the shares of Common Stock held by the Charitable Trust, the
Reporting Person has no beneficial interest, and expressly disclaims any
beneficial ownership, in the 180,315 shares of Common Stock held by the
Charitable Trust.
(b) The Reporting Person has the sole power to vote, or to direct
the vote of, 6,963,170 shares of Common Stock, and sole power to dispose of, or
to direct the disposition of, 6,963,170 shares of Common Stock. The Reporting
Person's spouse has the sole power to vote, or to direct the vote of, 45,669
shares of Common Stock and sole power to dispose of, or to direct the
disposition of, 45,669 shares of Common Stock.
(c) The Reporting Person sold 172,621 shares in open market sales on
December 21, 2007 at $89.01 per share. The Charitable Trust sold 15,500 shares
in open market sales on December 26, 2007 at $87.8647 per share.
(d) The Charitable Trust has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, 180,315
shares of Common Stock beneficially owned by the Reporting Person. The Reporting
Person's spouse has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, 45,669 shares of Common Stock
beneficially owned by the Reporting Person.
(e) The Reporting Person ceased to be the beneficial owner of more
than five percent of the Common Stock on February 14, 2008.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
Item 6. is hereby amended as follows:
The Reporting Person has acquired beneficial ownership of shares of
Common Stock pursuant to the Performance Compensation Plan, a copy of which is
attached to the Schedule 13D originally filed by the Reporting Person. The
Reporting Person has acquired and will acquire beneficial ownership of shares of
Common Stock pursuant to the Capital Accumulation and the Stock Award Plan,
copies of which were attached to the Schedule 13D originally filed by the
Reporting Person.
Pursuant to the Capital Accumulation Plan, prior to the Reporting
Person's retirement on January 8, 2008, he received a portion of his annual
compensation in the form of CAP Units, as established by the Compensation
Committee, which CAP Units vest over three years. After a five-year period from
the date of grant, the Reporting Person will be entitled to receive a number of
freely transferable shares of Common Stock equal to the number of CAP Units then
credited to his capital accumulation account plus cash in the amount, if any, of
his cash balance account at the end of such period.
Under the Stock Award Plan, the Compensation Committee determined
the terms and conditions of options previously granted to the Reporting Person
prior to his retirement within the parameters of the Stock Award Plan and the
number of shares covered by each option. Options granted to the Reporting Person
under the Stock Award Plan have a ten-year term, were granted with exercise
prices equal to the fair market value of the Common Stock on the date of grant
and become exercisable after three years. The Reporting Person's unexercised
options that were exercisable on the date of his retirement will expire on their
stated expiration date. The Reporting Person's unexercised options that become
exercisable after the date of his retirement shall expire on the second
anniversary of the exercise date of such options.
Except as otherwise required by law, CAP Units may not be assigned
or transferred except to the Reporting Person's designated beneficiaries upon
his death. Subject to limited exceptions set forth in the Stock Award Plan,
options are not assignable or transferable except by will or by the laws of
descent and distribution. Options do not grant any privileges as a stockholder
with respect to any shares of Common Stock until the options are exercised.
Holders of CAP Units are entitled to vote the shares of Common Stock underlying
the CAP Units.
Shares acquired pursuant to privately negotiated or open market
transactions are not subject to any voting or disposition restrictions.
Pursuant to the Corporation's 2008 Trust Agreement (the "Trust
Agreement"), a copy of which is attached as Exhibit E, the Corporation
established the Trust for the purpose of holding shares of Common Stock
underlying awards granted to selected employees and certain key executives under
the Capital Accumulation Plan and the Corporation's Restricted Stock Unit Plan.
The Corporation has initially funded the Trust with 27,316,339 shares of Common
Stock, of which the Reporting Person has the power to direct the voting of
464,160 shares. Pursuant to the Trust Agreement, Wilmington Trust Company, an
independent trustee, will vote the shares held in the Trust in accordance with
the instructions received from the participants entitled to such awards.
Item 7. Material to be Filed as Exhibits.
Exhibit E - The Bear Stearns Companies Inc. 2008 Trust Agreement
dated February 14, 2008 (incorporated by reference to
Exhibit 10.1 to the Corporation's Current Report on Form
8-K filed on February 20, 2008).
Signature.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: February 20, 2008
JAMES E. CAYNE
/s/ James E. Cayne
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