UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 8, 2008
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THE BEAR STEARNS COMPANIES INC.
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(Exact name of registrant as specified in its charter)
DELAWARE File No. 1-8989 13-3286161
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
383 Madison Avenue, New York, New York 10179
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 272-2000
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Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|X| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On April 8, 2008, The Bear Stearns Companies Inc. issued a press release
announcing that the previously announced share exchange has been completed.
Pursuant to the terms of the share exchange agreement between the parties,
JPMorgan Chase purchased 95 million newly issued shares of Bear Stearns common
stock, or 39.5% of the outstanding Bear Stearns common stock after giving effect
to the issuance, in exchange for 20,665,350 shares of JPMorgan Chase common
stock. A copy of the press release is attached hereto as Exhibit 99.1, and is
incorporated into this report by reference.
Forward Looking Statements
Certain statements contained in this report are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties, which could
cause actual results to differ materially from those discussed in the
forward-looking statements. The following factors, among others, could cause
actual results to differ from those set forth in the forward-looking statements:
the ability to obtain governmental and self-regulatory organization approvals of
the merger on the proposed terms and schedule and any changes to regulatory
agencies' outlook on, responses to and actions and commitments taken in
connection with the merger and the agreements and arrangements related thereto.
For a discussion of the additional risks and uncertainties that may affect Bear
Stearns' future results, please see "Risk Factors" in Bear Stearns' Annual
Report on Form 10-K for the year ended November 30, 2007, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Risk Management" filed as Exhibit 13 to Bear Stearns' Annual Report on Form
10-K for the year ended November 30, 2007 and similar sections of Bear Stearns'
quarterly reports on Form 10-Q, which have been filed with the Securities and
Exchange Commission ("SEC").
Additional Information
In connection with the proposed merger, JPMorgan Chase & Co. will file with the
SEC a Registration Statement on Form S-4 that will include a preliminary proxy
statement of Bear Stearns that also constitutes a preliminary prospectus of
JPMorgan Chase. Bear Stearns will mail the definitive proxy statement/prospectus
to its stockholders. JPMorgan Chase and Bear Stearns urge investors and security
holders to read the proxy statement/prospectus regarding the proposed merger
when it becomes available because it will contain important information. You may
obtain these documents, free of charge, from Bear Stearns' website
(www.bearstearns.com) under the heading "Investor Relations" and then under the
tab "SEC Filings." You may also obtain these documents, free of charge, from
JPMorgan Chase's website (www.jpmorganchase.com) under the tab "Investor
Relations" and then under the heading "Financial Information" then under the
item "SEC Filings". You may also obtain copies of all documents filed with the
SEC regarding this transaction, free of charge, at the SEC's website
(www.sec.gov).
Participants in the Solicitation
Bear Stearns, JPMorgan Chase and their respective directors, executive officers
and certain other members of management and employees may be soliciting proxies
from Bear Stearns
stockholders in favor of the merger. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of the
Bear Stearns stockholders in connection with the proposed merger will be set
forth in the proxy statement/prospectus when it is filed with the SEC. You can
find information about Bear Stearns' executive officers and directors in its
Annual Report on Form 10-K/A for the year ended November 30, 2007 filed with the
SEC on March 31, 2008. You can find information about JPMorgan Chase's executive
officers and directors in its definitive proxy statement filed with the SEC on
March 30, 2007. You can obtain free copies of these documents from JPMorgan
Chase and Bear Stearns as set forth above.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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99.1 Press release, dated April 8, 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE BEAR STEARNS COMPANIES INC.
By: /s/ Jeffrey M. Farber
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Jeffrey M. Farber
Senior Vice President - Finance, Controller
(Principal Accounting Officer)
Dated: April 8, 2008
THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press release, dated April 8, 2008.