SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) January 8, 2002
---------------
THE BEAR STEARNS COMPANIES INC.
-------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE File No. 1-8989 13-3286161
-------- --------------- ----------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
383 Madison Avenue, New York, New York 10179
---------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 272-2000
--------------
Not Applicable
--------------------------------------------------------------------------------
(former name or former address, if changed since last report)
Item 5. Other Events
Filed herewith are copies of:
(a) Amended and Restated By-laws of The Bear Stearns Companies Inc. (the
"Company"), as amended through January 8, 2002.
(b) 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 Company.
(c) Certificate of Elimination of the 7.88% Cumulative Preferred Stock,
Series B of the Company.
(d) Certificate of Elimination of the 7.60% Cumulative Preferred Stock,
Series C of the Company.
(e) Certificate of Correction of the Certificate of Stock Designation
relating to the Company's Adjustable Rate Cumulative Preferred
Stock, Series A, included in the Registration Statement on Form S-8
filed by the Company (Registration No. 33-49979).
(f) Opinion of Cadwalader, Wickersham & Taft as to legality of the 5.70%
Global Notes due 2007 to be issued by the Company.
(g) Opinion of Cadwalader, Wickersham & Taft as to certain federal
income tax consequences described in the Prospectus Supplement,
dated January 8, 2002, to the Prospectus, dated January 11, 2001,
included in the Registration Statement on Form S-3 filed by the
Company (Registration No. 333-52902).
(h) Consent of Cadwalader, Wickersham & Taft.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired:
Not applicable.
(b) Pro Forma Financial Information:
Not applicable.
(c) Exhibits:
The following exhibits are incorporated by reference into the
Registration Statement on Form S-3 (Registration No. 333-52902) as
exhibits to such Registration Statement:
4(d)(6) Amended and Restated By-laws of the Company, as amended
through January 8, 2002.
2
4(d)(9) 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 Company.
4(d)(10) Certificate of Elimination of the 7.88% Cumulative
Preferred Stock, Series B of the Company.
4(d)(11) Certificate of Elimination of the 7.60% Cumulative
Preferred Stock, Series C of the Company.
4(d)(12) Certificate of Correction of the Certificate of Stock
Designation relating to the Company's Adjustable Rate
Cumulative Preferred Stock, Series A, included in the
Registration Statement on Form S-8 filed by the Company
(Registration No. 33-49979).
5(a) Opinion of Cadwalader, Wickersham & Taft as to legality
of the 5.70% Global Notes due 2007 to be issued by the
Company.
8(a) Opinion of Cadwalader, Wickersham & Taft as to certain
federal income tax consequences (Included in Exhibit
5(a)).
23(c) Consent of Cadwalader, Wickersham & Taft (Included in
Exhibit 5(a)).
3
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
-----------------------------------
Marshall J Levinson
Controller
(Principal Accounting Officer)
Dated: January 15, 2002
4
THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4(d)(6) Amended and Restated By-laws of the Company, as amended
through January 8, 2002.
4(d)(9) 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 Company.
4(d)(10) Certificate of Elimination of the 7.88% Cumulative Preferred
Stock, Series B of the Company.
4(d)(11) Certificate of Elimination of the 7.60% Cumulative Preferred
Stock, Series C of the Company.
4(d)(12) Certificate of Correction of the Certificate of Stock
Designation relating to the Company's Adjustable Rate
Cumulative Preferred Stock, Series A, included in the
Registration Statement on Form S-8 filed by the Company
(Registration No. 33-49979).
5(a) Opinion of Cadwalader, Wickersham & Taft as to legality of
the 5.70% Global Notes due 2007 to be issued by The Bear
Stearns Companies Inc.
8(a) Opinion of Cadwalader, Wickersham & Taft as to certain
federal income tax consequences (Included in Exhibit 5(a)).
23(c) Consent of Cadwalader, Wickersham & Taft (Included in Exhibit
5(a)).
5