SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 3, 2001
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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
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
245 Park Avenue, New York, New York 10167
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 272-2000
Not Applicable
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(former name or former address, if changed since last report)
Item 5. Other Events
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Filed herewith are copies of the following documents, which documents are
incorporated by reference into the Registration Statement on Form S-3
(Registration Nos. 333-66861; 333-66861-01) filed by The Bear Stearns Companies
Inc. (the "Company") and Bear Stearns Capital Trust III, a Delaware business
trust (the "Trust") with the Securities and Exchange Commission (the
"Commission") on November 6, 1998, as amended by Amendment No. 1 filed with the
Commission on November 18, 1998:
(a) Underwriting Agreement, dated May 3, 2001, among the Company, the
Trust and Bear, Stearns & Co. Inc., Lehman Brothers Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated, Prudential Securities Incorporated, Salomon Smith
Barney Inc., UBS Warburg LLC, Banc One Capital Markets, Inc., Bank
of America Securities LLC, First Union Securities, Inc., J.P. Morgan
Securities Inc., Quick & Reilly, Inc., and Wells Fargo Van Kasper
LLC, as representatives of the Underwriters (as defined therein),
entered into in connection with the offering of 10,000,000 shares of
7.80% Trust Issued Preferred Securities of the Trust (and including
an over-allotment option to purchase an additional 1,500,000
shares);
(b) Second Supplemental Indenture, dated as of May 10, 2001, between the
Company and The Chase Manhattan Bank;
(c) 7.80% Junior Subordinated Deferrable Interest Debenture due May 15,
2031, dated May 10, 2001, evidencing $270,618,575 principal amount
of Debentures;
(d) Amended and Restated Trust Agreement, dated as of May 10, 2001,
among the Company, as Depositor, The Chase Manhattan Bank, as
Property Trustee, Chase Manhattan Bank USA, National Association, as
Delaware Trustee, the Administrators named therein and the Holders
defined therein;
(e) Certificate No. P-1, dated as of May 10, 2001, evidencing 10,500,000
shares of 7.80% Trust Issued Preferred Securities of Bear Stearns
Capital Trust III (Liquidation Amount $25 per Preferred Security);
(f) Preferred Securities Guarantee Agreement, dated as of May 10, 2001,
executed and delivered by the Company, as Guarantor, and The Chase
Manhattan Bank, as Guarantee Trustee, for the benefit of the Holders
(as defined therein) of the Preferred Securities (as defined
therein) of Bear Stearns Capital Trust III;
(g) Opinion of Cadwalader, Wickersham & Taft as to certain federal
income tax consequences described in the Prospectus Supplement,
dated as of May 3, 2001; and
(h) Consent of Cadwalader, Wickersham & Taft (Included in Exhibit 8).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of Businesses Acquired:
Not applicable.
(b) Pro Form Financial Information:
Not applicable.
(c) Exhibits:
(1) Underwriting Agreement, dated May 3, 2001, among the Company,
the Trust and Bear, Stearns & Co. Inc., Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated, Prudential Securities Incorporated, Salomon Smith
Barney Inc., UBS Warburg LLC, Banc One Capital Markets, Inc., Bank
of America Securities LLC, First Union Securities, Inc., J.P. Morgan
Securities Inc., Quick & Reilly, Inc., and Wells Fargo Van Kasper
LLC, as representatives of the Underwriters (as defined therein),
entered into in connection with the offering of 10,000,000 shares of
7.80% Trust Issued Preferred Securities of the Trust (and including
an over-allotment option to purchase an additional 1,500,000
shares).
(4.4) Second Supplemental Indenture, dated as of May 10, 2001,
between the Company and The Chase Manhattan Bank;
(4.4.1) 7.80% Junior Subordinated Deferrable Interest Debenture due
May 15, 2031, dated May 10, 2001, evidencing $270,618,575 principal
amount of Debentures;
(4.9) Amended and Restated Trust Agreement, dated as of May 10,
2001, among the Company, as Depositor, The Chase Manhattan Bank, as
Property Trustee, Chase Manhattan Bank USA, National Association, as
Delaware Trustee, the Administrators named therein and the Holders
defined therein;
(4.10) Certificate No. P-1, dated as of May 10, 2001, evidencing
10,500,000 shares of 7.80% Trust Issued Preferred Securities of Bear
Stearns Capital Trust III (Liquidation Amount $25 per Preferred
Security);
(4.11) Preferred Securities Guarantee Agreement, dated as of May 10,
2001, executed and delivered by the Company, as Guarantor, and The
Chase Manhattan Bank, as Guarantee Trustee, for the benefit of the
Holders (as defined therein) of the Preferred Securities (as defined
therein) of Bear Stearns Capital Trust III;
(8) Opinion of Cadwalader, Wickersham & Taft as to certain federal
income tax consequences; and
(23.4) Consent of Cadwalader, Wickersham & Taft (Included in Exhibit
8).
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 thereunto duly authorized.
THE BEAR STEARNS COMPANIES INC.
By: /s/ Marshall J Levinson
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Marshall J Levinson
Controller
(Principal Accounting Officer)
Dated: May 10, 2001
THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
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Exhibit No. Description
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(1) Underwriting Agreement, dated May 3, 2001, among the Company,
the Trust and Bear, Stearns & Co. Inc., Lehman Brothers Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated, Prudential Securities
Incorporated, Salomon Smith Barney Inc., UBS Warburg LLC, Banc
One Capital Markets, Inc., Bank of America Securities LLC,
First Union Securities, Inc., J.P. Morgan Securities Inc.,
Quick & Reilly, Inc., and Wells Fargo Van Kasper LLC, as
representatives of the Underwriters (as defined therein),
entered into in connection with the offering of 10,000,000
shares of 7.80% Trust Issued Preferred Securities of the Trust
(and including an over-allotment option to purchase an
additional 1,500,000 shares).
(4.4) Second Supplemental Indenture, dated as of May 10, 2001,
between the Company and The Chase Manhattan Bank.
(4.4.1) 7.80% Junior Subordinated Deferrable Interest Debenture due May
15, 2031, dated May 10, 2001, evidencing $270,618,575 principal
amount of Debentures.
(4.9) Amended and Restated Trust Agreement, dated as of May 10,
2001, among the Company, as Depositor, The Chase Manhattan
Bank, as Property Trustee, Chase Manhattan Bank USA, National
Association, as Delaware Trustee, the Administrators named
therein and the Holders defined therein.
(4.10) Certificate No. P-1, dated as of May 10, 2001, evidencing
10,500,000 shares of 7.80% Trust Issued Preferred Securities
of Bear Stearns Capital Trust III (Liquidation Amount $25 per
Preferred Security).
(4.11) Preferred Securities Guarantee Agreement, dated as of May 10,
2001, executed and delivered by the Company, as Guarantor, and
The Chase Manhattan Bank, as Guarantee Trustee, for the
benefit of the Holders (as defined therein) of the Preferred
Securities (as defined therein) of Bear Stearns Capital Trust
III.
(8) Opinion of Cadwalader, Wickersham & Taft as to certain federal
income tax consequences.
(23.4) Consent of Cadwalader, Wickersham & Taft (Included in
Exhibit 8).