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): May 28, 2008
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:
|_| 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On March 16, 2008, The Bear Stearns Companies Inc. (the "Company") entered into
an Agreement and Plan of Merger with JPMorgan Chase & Co. ("JPMorgan Chase"),
and on March 24, 2008, the Company and JPMorgan Chase entered into an amendment
to the Agreement and Plan of Merger (as amended, the "Merger Agreement").
Pursuant to the Merger Agreement, on May 30, 2008, a wholly-owned subsidiary of
JPMorgan Chase ("Merger Sub") merged with and into the Company, with the Company
continuing as the surviving corporation (the "Surviving Corporation") and a
subsidiary of JPMorgan Chase (the "Merger").
In connection with the consummation of the Merger, the Company requested that
the NYSE Euronext, Inc. (the "NYSE") file with the Securities and Exchange
Commission an application on Form 25 to (1) remove the Company's common stock,
par value $1.00 per share (the "Common Stock"), from listing on the NYSE and (2)
withdraw the registration of the Common Stock under Section 12(b) of the
Securities Exchange Act of 1934, as amended. In connection with the completion
of the Merger, trading of the Common Stock on the NYSE ceased before the opening
of trading on June 2, 2008.
Item 5.01 Changes in Control of Registrant.
In connection with the consummation of the Merger, each outstanding share of
Common Stock, except for specified shares of Common Stock held by the Company
and JPMorgan Chase, was converted into the right to receive 0.21753 of a share
of JPMorgan Chase common stock, and JPMorgan Chase became the owner of 100% of
the Company's voting securities.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Upon the consummation of the Merger, James E. Cayne, Henry S. Bienen, Carl D.
Glickman, Michael Goldstein, Alan C. Greenberg, Donald J. Harrington, Frank
T. Nickell, Paul A. Novelly, Frederic V. Salerno, Alan D. Schwartz, Vincent
Tese and Wesley S. Williams, Jr. ceased to be directors of the Company. The
board of directors of the Company immediately following the Merger consists
of Michael Cavanagh, Paul Compton and David Brigstocke.
Also upon the consummation of the Merger, Alan D. Schwartz (President and
Chief Executive Officer), Jeffrey M. Farber (Senior Vice President-Finance,
Controller and Assistant Secretary), Alan C. Greenberg (Chairman of the
Executive Committee), Jeffrey Mayer (Executive Vice President), Samuel L.
Molinaro, Jr. (Executive Vice President, Chief Financial Officer and Chief
Operating Officer), Michael S. Solender (General Counsel), Robert N.M. Upton
(Treasurer), Kenneth L. Edlow (Secretary and Ethics Compliance Officer), John
R. Finnegan (Assistant Vice President), Salvatore V. Di Maggio (Assistant
Treasurer), Arlene Semaya (Chief Anti-Money Laundering Compliance Officer),
Tracy Whille (Head of Global Compliance), Walter M. Steppacher (Assistant
Controller) and Robert Janukowicz (Tax Director) ceased to be officers of the
Company.
The officers of the Company immediately following the completion of the Merger
are Michael Cavanagh (President), Paul Compton (Vice President), David
Brigstocke (Vice President), Lisa Fitzgerald (Vice President and Treasurer),
Neila Radin (Vice President), Anthony Horan (Vice President and Secretary),
Jeffrey Lipman (Assistant Secretary), Colleen Meade (Assistant Secretary),
Christine Bannerman (Assistant Secretary), Peter Smith (Assistant Treasurer),
John Hyland (Assistant Treasurer) and John Stacconi (Assistant Treasurer).
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 28, 2008, the Company filed a Certificate of Correction (the "Certificate
of Correction") with the Secretary of State of the State of Delaware correcting
the inadvertent omission of a reference to six Certificates of Designations in
the Company's Restated Certificate of Incorporation filed on May 18, 1998. The
Certificate of Correction is attached as Exhibit 3.1 hereto and is incorporated
by reference herein.
At the effective time of the Merger (the "Effective Time"), the Bylaws of Merger
Sub, as in effect immediately prior to the Effective Time, became the Bylaws of
the Surviving Corporation (the "Amended Bylaws"). The Amended Bylaws are
attached as Exhibit 3.2 hereto and are incorporated by reference herein.
Item 8.01 Certain Events
On May 31, 2008, JPMorgan Chase issued a press release announcing the completion
of the Merger, a copy of which is attached as Exhibit 99.1 hereto and
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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3.1 Certificate of Correction of the Company.
3.2 Bylaws of the Surviving Corporation as of the Effective Time.
99.1 Press release of JPMorgan Chase, dated May 31, 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/ Anthony J. Horan
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Anthony J. Horan
Secretary
Dated: June 2, 2008
THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
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Exhibit No. Description
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3.1 Certificate of Correction of the Company.
3.2 Bylaws of the Surviving Corporation as of the Effective Time.
99.1 Press release of JPMorgan Chase, dated May 31, 2008.