AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 2003
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------
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 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 501,758 shares $63.70 $31,961,984.60 $2,585.72
========================================================================================================================
(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 March 18,
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.
501,758 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 501,758 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 March 24, 2003, the closing price of the Common Stock on the Exchange
was $66.28 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
March 25, 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
----
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
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
prospectus, and information that we file later with the SEC will automatically
update and supersede this information.
-2-
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 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 and March 19, 2003;
and
(iii) the description of the Common Stock, which is registered under
Section 12 of the Exchange Act, set forth under the caption "Description of
Capital Stock" contained in the Company's Registration Statement on Form 10,
dated September 19, 1985.
We will provide to you without charge a copy of any or all documents
incorporated by reference into this prospectus except the exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). You may request copies by writing or telephoning us at our
Investor Relations Department, The Bear Stearns Companies Inc., 383 Madison
Avenue, New York, New York 10179; telephone number (212) 272-2000.
FORWARD-LOOKING STATEMENTS
Certain statements included in or incorporated by reference into this
prospectus including (without limitation) certain matters discussed under "Legal
Proceedings," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Quantitative and Qualitative Disclosures about
Market Risk" included in or incorporated by reference in our Annual Report on
Form 10-K for the fiscal year ended November 30, 2002, which has been filed with
the SEC, are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
concerning management's expectations, strategic objectives, business prospects,
anticipated economic performance and financial condition and other similar
matters are subject to risks and uncertainties, which could cause actual results
to differ materially from those discussed in the forward-looking statements.
Forward-looking statements speak only as of the date of the document in which
they are made. We disclaim any obligation or undertaking to provide any updates
or revisions to any forward-looking statement to reflect any change in our
expectations or any change in events, conditions or circumstances on which the
forward-looking statement is based.
-3-
CERTAIN DEFINITIONS
Unless otherwise stated in this prospectus:
o the "Company," "we," "us," and "our" refer to The Bear Stearns Companies
Inc. and its subsidiaries;
o "AMEX" refers to the American Stock Exchange 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.
-4-
THE COMPANY
We are a holding company that, through our subsidiaries, principally Bear
Stearns, BSSC, BSIL and BSB, is a leading investment banking, securities and
derivatives trading, clearance and brokerage firm serving corporations,
governments, institutional and individual investors worldwide. BSSC, a
subsidiary of Bear Stearns, provides professional and correspondent clearing
services, in addition to clearing and settling customer transactions and certain
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
-5-
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.
-6-
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 March 17, 2003;
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.
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 BENEFICIALLY
SHARES SHARES OWNED
SELLING STOCKHOLDERS AND BENEFICIALLY COVERED BY AFTER THIS OFFERING
PRINCIPAL POSITIONS WITH THE OWNED THIS -------------------------
COMPANY (1)(2)(3) PROSPECTUS NUMBER PERCENT
------------------------------ ------------ ---------- ------------ ------------
Michael J. Abatemarco 32,357 376 31,981 *
Paul Abecassis 2,523 2,155 368 *
Michael Alix 778 778 0 *
Edward Almeida 19,964 900 19,064 *
Raymond Aronson 2,593 344 2,249 *
Perrin Arturi 9,897 2,081 7,816 *
Elliott Baim 2,511 917 1,594 *
J. Bradford Barnes 1,824 1,287 537 *
Steven L. Begleiter 10,671 5,623 5,048 *
Shelley Bergman 991 987 4 *
Jeffrey C. Bernstein 22,635 968 21,667 *
Robert Bicknese 3,321 968 2,353 *
-7-
SHARES BENEFICIALLY
SHARES SHARES OWNED
SELLING STOCKHOLDERS AND BENEFICIALLY COVERED BY AFTER THIS OFFERING
PRINCIPAL POSITIONS WITH THE OWNED THIS -------------------------
COMPANY (1)(2)(3) PROSPECTUS NUMBER PERCENT
------------------------------ ------------ ---------- ------------ ------------
Steve Binder 3,083 1,884 1,199 *
Barbara Bishop 4,703 269 4,434 *
Kathryn R. Booth 27,473 2,289 25,184 *
Denis Bovin 28,873 6,931 21,942 *
Stanley Brach 16,740 512 16,228 *
Kurt Butenhoff 12,899 1,198 11,701 *
Damion Carufe 2,708 1,104 1,604 *
James E. Cayne (4) 4,804,994 35,663 4,769,331 4.83%
Chairman of the Board
Chief Executive Officer
Vincent M. Cazzetta 3,056 130 2,926 *
Daniel A. Celentano 5,078 545 4,533 *
Pasquale CeStaro, III 38,609 1,363 37,246 *
Peter Cherasia (a) 61,025 10,204 50,821 *
John Chimento 4,107 655 3,452 *
Ralph R. Cioffi 38,428 7,425 31,003 *
Michael Cohen 4,154 969 3,185 *
David S. Connelly 1,508 1,478 30 *
Kathleen Costine 4,604 712 3,892 *
Paul Croitoroo 3,911 726 3,185 *
Peter Croncota 14,107 1,867 12,240 *
Steven M. Dantus (5) 11,422 2,638 8,784 *
Geryl Darington 1,784 295 1,489 *
Wendy de Monchaux 27,803 8,790 19,013 *
Andrew Decker 1,958 1,562 396 *
Vincent Dicks 2,194 601 1,593 *
John Doyle 1,190 862 328 *
Kenneth L. Edlow 187,513 5,334 182,179 *
Secretary
James Egan 1,551 1,551 0 *
Christopher Engdall 1,588 185 1,403 *
Yan Erlikh 59,307 7,677 51,630 *
Michael Fedak 7,946 1,339 6,607 *
James A. Ferency 926 712 214 *
Marc Feuer 11,183 528 10,655 *
William Finn 48,941 773 48,168 *
Barry Fleischer 3,058 2 3,056 *
Nelson Fleishman 2,870 480 2,390 *
Thomas M. Flexner 4,252 2,671 1,581 *
Kevin Flynn 3,355 2,611 744 *
Robert Foran 1,330 1,330 0 *
Doni Fordyce 807 807 0 *
Michael Frankel 37,402 362 37,040 *
Paul M. Friedman 2,325 1,318 1,007 *
William A. Fritz III 545 545 0 *
-8-
SHARES BENEFICIALLY
SHARES SHARES OWNED
SELLING STOCKHOLDERS AND BENEFICIALLY COVERED BY AFTER THIS OFFERING
PRINCIPAL POSITIONS WITH THE OWNED THIS -------------------------
COMPANY (1)(2)(3) PROSPECTUS NUMBER PERCENT
------------------------------ ------------ ---------- ------------ ------------
Barry Ganz 4,663 1,028 3,635 *
Bruce E. Geismar (a)(6) 71,728 3,042 68,686 *
David H. Glaser 33,007 3,598 29,409 *
Lesley D. Goldwasser 10,444 10,444 0 *
Alan C. Greenberg 27,459 17,459 10,000 *
Chairman of the Executive
Committee
Timothy Greene 8,975 1,525 7,450 *
Kevin Gruneich 149,095 8,751 140,344 *
Robert Gubitosi 1,971 684 1,287 *
Andrew E. Haas (7) 51,781 9,676 42,105 *
Gregory A. Hanley 6,826 1,932 4,894 *
Robert Harteveldt 38,466 4,983 33,483 *
Cory Hechler 2,495 1,394 1,101 *
Ronald Hersch 1,235 1,235 0 *
Kent Hiteshew 1,558 601 957 *
Daniel Hoffman 10,867 2,301 8,566 *
Marjorie Hogan 16,928 1,228 15,700 *
John Howard 9,981 640 9,341 *
Michael Hyatt 75,346 616 74,730 *
Robert B. Jackman 232,306 1,512 230,794 *
Ron Jacoby 3,381 1,639 1,742 *
Patricia Jehle 2,933 2,763 170 *
William M. Jennings 327,510 1,186 326,324 *
Michael Josephson 51,147 993 50,154 *
Raymond Katz 2,671 2,671 0 *
Daniel L. Keating (a) 140,145 2,337 137,808 *
Frederick N. Khedouri 22,305 5,365 16,940 *
John Knight 328 328 0 *
Lawrence Kohn 10,549 593 9,956 *
Kenneth Kopelman 2,503 246 2,257 *
John Y. Koren 33,135 1,996 31,139 *
Mark A. Kurland 8,229 3,179 5,050 *
Pascal Lambert 7,297 318 6,979 *
Andrew Lawrence 108,271 331 107,940 *
Joseph C. Leach 4,926 491 4,435 *
Mark E. Lehman (8) 130,669 4,978 125,691 *
Executive Vice President
General Counsel
Frederick Leuffer 50,864 1,878 48,986 *
Michael Levine 19,971 5,738 14,233 *
Marshall J Levinson (9) 734 434 300 *
Controller
David A. Liebowitz 193,048 12,480 180,568 *
Bruce M. Lisman 168,622 4,873 163,749 *
-9-
SHARES BENEFICIALLY
SHARES SHARES OWNED
SELLING STOCKHOLDERS AND BENEFICIALLY COVERED BY AFTER THIS OFFERING
PRINCIPAL POSITIONS WITH THE OWNED THIS -------------------------
COMPANY (1)(2)(3) PROSPECTUS NUMBER PERCENT
------------------------------ ------------ ---------- ------------ ------------
Roland N. Livney 37,983 6,181 31,802 *
Michael A. Lorig 83,385 510 82,875 *
Robert Lunder 12,016 1,164 10,852 *
Aaron C. Lupuloff 2,250 640 1,610 *
Ralph Mack 43,402 4,434 38,968 *
David Malpass 4,894 822 4,072 *
Thomas Marano 27,933 5,990 21,943 *
Michael J. Margolis 763 759 4 *
Alberto Mariaca 3,434 508 2,926 *
David Marren 14,341 1,525 12,816 *
Donald A. Martocchio 21,766 2,317 19,449 *
George J. Mason 4,015 305 3,710 *
Jeffrey A. Mayer 9,931 9,646 285 *
Patricia McConnell 4,266 490 3,776 *
James McKenna 68,463 4,219 64,244 *
William D. McLaughlin 2,479 1,759 720 *
Jeffrey Mehl 35,447 1,562 33,885 *
Richard L. Metrick 4,117 4,116 1 *
Steven Meyer 10,578 4,154 6,424 *
Michael Minikes (a)(10) 327,737 8,079 319,658 *
Treasurer
Samuel L. Molinaro, Jr. 25,747 821 24,926 *
Executive Vice President
Chief Financial Officer
Dominick Mondi 4,672 646 4,026 *
Robert E. Morie Jr. 7,220 737 6,483 *
Gordon M. Morse 578 578 0 *
Timothy Murray 1,446 348 1,098 *
Steven B. Nakovich 3,762 849 2,913 *
Andrew Neff 21,309 2,671 18,638 *
Michael Nierenberg 3,667 3,252 415 *
James Nish 2,155 2,155 0 *
Fares Noujaim 8,643 7,769 874 *
Timothy O'Neill 39,579 1,706 37,873 *
Craig M. Overlander 8,943 5,936 3,007 *
Aldo Parcesepe 190,452 2,007 188,445 *
Stephen Parish 3,672 1,042 2,630 *
David Pollock 2,704 1,094 1,610 *
W. Preston Raisin 3,317 2,578 739 *
Stephen E. Raphael 4,797 2,565 2,232 *
Robert Reitzes 32,574 2,139 30,435 *
Joseph P. Riccardo 4,753 3,227 1,526 *
Lou Rosenfeld 2,708 2,494 214 *
Robert Rotanz 4,881 1,596 3,285 *
Michael Saperstein (11) 526,670 46 526,624 *
-10-
SHARES BENEFICIALLY
SHARES SHARES OWNED
SELLING STOCKHOLDERS AND BENEFICIALLY COVERED BY AFTER THIS OFFERING
PRINCIPAL POSITIONS WITH THE OWNED THIS -------------------------
COMPANY (1)(2)(3) PROSPECTUS NUMBER PERCENT
------------------------------ ------------ ---------- ------------ ------------
George Sarner 172,076 176 171,900 *
Kenneth Savio 57,931 1,562 56,369 *
Steven Scari 21,754 736 21,018 *
Joel S. Schlesinger 41,318 1,521 39,797 *
David Schoenthal 547 532 15 *
Clark Schubach 28,995 435 28,560 *
Alan D. Schwartz 789,481 27,491 761,990 *
President
Co-Chief Operating Officer
Robert J. Schwartz 6,151 323 5,828 *
Robert Seyferth 604 295 309 *
Douglas Sharon 2,596 1,033 1,563 *
Steven Sheresky 2,490 432 2,058 *
Nathaniel Singer 2,853 629 2,224 *
Anthony P. Skvarla 22,358 264 22,094 *
Timothy Smith 11,181 1,193 9,988 *
Kevin Smyth 11,229 1,300 9,929 *
Kurt Soukup 534 24 510 *
Warren Spector (12) 133,502 33,343 100,159 *
President
Co-Chief Operating Officer
Daniel G. Spina 3,485 2,033 1,452 *
Kenneth Spindel 12,042 429 11,613 *
David Stafman 1,412 646 766 *
Sheldon I. Stein 3,493 3,227 266 *
Stephen M. Straty 13,085 2,300 10,785 *
Theodore H. Strauss 15,593 1,128 14,465 *
Andrew Taddei 2,281 859 1,422 *
Kok Wee Tan 25,386 643 24,743 *
Donald Tang 6,249 6,249 0 *
Michael L. Tarnopol (a) 232,557 3,556 229,001 *
Dana Telsey 2,268 2,268 0 *
Salvatore Tiano 6,396 1,564 4,832 *
John Twyman 11,929 1,738 10,191 *
Michael Urfirer 123,335 13,426 109,909 *
Jeffrey Urwin 8,461 3,872 4,589 *
Eli Wachtel 27,952 6,658 21,294 *
Dale Patrick Westhoff 27,654 2,956 24,698 *
Peter A. Williams 948 948 0 *
Michael Winter 2,031 822 1,209 *
Frederick Wise 4,401 2,661 1,740 *
James Wolfsberg 2,772 1,162 1,610 *
Bruce Wolfson 1,641 222 1,419 *
-11-
SHARES BENEFICIALLY
SHARES SHARES OWNED
SELLING STOCKHOLDERS AND BENEFICIALLY COVERED BY AFTER THIS OFFERING
PRINCIPAL POSITIONS WITH THE OWNED THIS -------------------------
COMPANY (1)(2)(3) PROSPECTUS NUMBER PERCENT
------------------------------ ------------ ---------- ------------ ------------
Michael Zackman 10,224 656 9,568 *
Ira Zicherman 9,110 823 8,287 *
Uzi Zucker (a) 193,220 440 192,780 *
------------------
* 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.
(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 26,286,881 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 1,582,385 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 258,215
shares of Common Stock held by a charitable trust, as to which shares Mr.
Cayne disclaims beneficial ownership. Does not include 223,654 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) Does not include 2,394 shares of Common Stock owned by a child of Mr.
Geismar, as to which shares Mr. Geismar disclaims beneficial ownership.
(7) Includes 318 shares of Common Stock held by Mr. Haas as custodian for his
children.
(8) Does not include 29,763 shares of Common Stock held in a trust established
for Mr. Lehman's wife, as to which shares Mr. Lehman disclaims beneficial
ownership.
(9) 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.
(10) Does not include 1,780 shares of Common Stock owned by Mr. Minikes' wife,
as to which shares Mr. Minikes disclaims beneficial ownership.
(11) Does not include 68,425 shares of Common Stock held in two trusts
established for Mr. Saperstein's daughter, as to which shares Mr.
Saperstein disclaims beneficial ownership.
(12) 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 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.
-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, 2002; (ii) 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 and March 19, 2003; 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 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 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).
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
II-3
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.
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 March 25, 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 March 25, 2003.
SIGNATURE TITLE
--------- -----
THE BEAR STEARNS COMPANIES INC.
/s/ ALAN C. GREENBERG
-------------------------------------- Chairman of the Executive
ALAN C. GREENBERG Committee and Director
/s/ JAMES E. CAYNE
-------------------------------------- Chairman of the Board, Chief
JAMES E. CAYNE Executive Officer (Principal
Executive Officer) and Director
/s/ CARL D. GLICKMAN
-------------------------------------- Director
CARL D. GLICKMAN
/s/ DONALD J. HARRINGTON
-------------------------------------- Director
DONALD J. HARRINGTON
II-5
SIGNATURE TITLE
--------- -----
-------------------------------------- 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
ALAN D. SCHWARTZ Officer and Director
-------------------------------------- President, Co-Chief Operating
WARREN J. SPECTOR Officer and Director
/s/ VINCENT TESE
-------------------------------------- Director
VINCENT TESE
/s/ FRED WILPON
-------------------------------------- Director
FRED WILPON
/s/ SAMUEL L. MOLINARO JR.
-------------------------------------- Executive Vice President and Chief
SAMUEL L. MOLINARO JR. Financial Officer
(Principal Financial Officer)
/s/ MARSHALL J LEVINSON
-------------------------------------- Controller
MARSHALL J LEVINSON (Principal Accounting Officer)
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).
23(a) -- Consent of Deloitte & Touche LLP.
24 -- Power of attorney (included in the signature pages to the
Registration Statement).