UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
(X) Definitive Revised Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Under rule 14a-12
THE BEAR STEARNS COMPANIES INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials:
( ) Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
THE BEAR STEARNS COMPANIES INC.
245 PARK AVENUE
NEW YORK, NEW YORK 10167
-----------------
SUPPLEMENT TO PROXY STATEMENT
-----------------
ANNUAL MEETING OF STOCKHOLDERS
MARCH 29, 2001
-----------------
This Supplement to the Proxy Statement clarifies the line graph set forth
under the caption "PERFORMANCE GRAPH - COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL
RETURN" in the Proxy Statement of The Bear Stearns Companies Inc. dated March 2,
2001. The revised Performance Graph is set forth below.
March 13, 2001 By order of the Board of Directors
Kenneth L. Edlow,
Secretary
PERFORMANCE GRAPH
The following performance graph compares the performance of an investment
in the Company's Common Stock over the last five fiscal years with the S&P 500
Index, the S&P Financial Diversified Index and its Peer Group. The entities
included in the Company's current peer group (the "Peer Group") consist of
Merrill Lynch & Co., Inc., Morgan Stanley, Dean Witter & Co., Goldman Sachs
Group Inc. and Lehman Brothers Holdings, Inc. The performance graph assumes the
value of the investment in the Company's Common Stock and each index was $100 on
November 30, 1995, and that all dividends have been reinvested. There can be no
assurance that the Company's future stock performance will correlate with past
stock performance.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
[Data below represents line chart in the printed piece]
--------------
Assumes $100 invested on November 30, 1995 in the Company's Common Stock;
S&P 500 Index; S&P Financial Diversified Index; the New Peer Group and the Old
Peer Group and that all dividends have been reinvested.
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
The Bear Stearns Companies Inc. $100.00 $152.54 $258.85 $278.42 $312.64 $362.66
New Peer Group (1) 100.00 138.51 234.11 294.18 431.12 416.92
Old Peer Group (2) 100.00 136.67 234.10 293.99 419.60 499.12
S&P Financial Diversified Index 100.00 137.35 192.07 270.94 341.25 393.49
S&P 500 Index 100.00 126.18 159.24 198.72 236.12 219.17
---------------
(1) Peer Group calculation assumes conversion of Morgan Stanley Group Inc.
shares into newly formed company, Morgan Stanley, Dean Witter & Co., in
June 1997. In fiscal year 2000, Goldman Sachs Group Inc. was added to the
peer group. Goldman Sachs Group Inc. is not included in results for 1995,
1996, 1997, 1998 and 1999. The peer group no longer includes Donaldson,
Lufkin & Jenrette Inc. and Paine Webber Group Inc. due to their mergers
with Credit Suisse Group and UBS AG, respectively, and the resulting
unavailability of financial information on a comparative basis.
(2) Peer Group calculation assumes conversion of Morgan Stanley Group Inc.
shares into newly formed company, Morgan Stanley, Dean Witter & Co., in
June 1997. Donaldson, Lufkin & Jenrette Inc.'s performance is not included
in results for 1995. Donaldson Lufkin & Jenrette Inc. and Paine Webber
Group Inc are not included in results for 2000 due to their mergers with
Credit Suisse Group and UBS AG, respectively, and the resulting
unavailability of financial information on a comparative basis.