UNITED STATES
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): March 24, 2008
--------------
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)
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 1.01. Entry into a Material Definitive Agreement.
Amendment to Agreement and Plan of Merger
On March 24, 2008, JPMorgan Chase & Co. ("JPMorgan Chase") and The Bear
Stearns Companies Inc. ("Bear Stearns") entered into an Amendment No. 1 (the
"Amendment") to the Agreement and Plan of Merger, dated as of March 16, 2008, by
and between JPMorgan Chase and Bear Stearns (as amended, the "Merger
Agreement"). Under the revised terms, each share of Bear Stearns common stock
will be exchanged for 0.21753 of a share of JPMorgan Chase common stock.
Pursuant to the Amendment, Bear Stearns and JPMorgan Chase agreed to terminate
and revoke in all respects the Stock Option Agreement, filed as Exhibit 99.2 to
Bear Stearns' Current Report on Form 8-K dated March 20, 2008. The foregoing
description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the Amendment, which is filed as Exhibit 2.1
hereto, and incorporated into this report by reference.
Share Exchange Agreement
On March 24, 2008, JPMorgan Chase and Bear Stearns, in connection with
entering into the Amendment, entered into a Share Exchange Agreement, under
which JPMorgan Chase will purchase 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 the issuance of 20,665,350
shares of JPMorgan Chase common stock to Bear Stearns and the entry by JPMorgan
Chase into the Amended and Restated Guaranty Agreement and the Fed Guaranty
Agreement (each as described below). While the rules of the New York Stock
Exchange (the "NYSE") generally require shareholder approval prior to the
issuance of securities constituting 20% or more of the outstanding shares of a
listed company, the NYSE's Shareholder Approval Policy provides an exception in
cases where the delay involved in securing shareholder approval for the issuance
would seriously jeopardize the financial viability of the listed company. In
accordance with the NYSE's rule providing that exception, the Audit Committee of
Bear Stearns's Board of Directors has expressly approved, and the full Board of
Directors has unanimously concurred with, Bear Stearns's use of the exception.
The foregoing description of the Share Exchange Agreement does not purport to be
complete and is qualified in its entirety by reference to the Share Exchange
Agreement, which is filed as Exhibit 2.2 hereto, and is incorporated into this
report by reference.
Amended and Restated Guaranty Agreement
On March 24, 2008, JPMorgan Chase, in connection with the Amendment,
entered into an Amended and Restated Guaranty Agreement (the "Guaranty"),
effective retroactively from March 16, 2008, which replaces the Guaranty
Agreement entered into on March 16, 2008 in connection with the Merger
Agreement. The Guaranty is filed as Exhibit 99.1 hereto, and is incorporated
into this report by reference.
Guarantee and Collateral Agreement
On March 24, 2008, JPMorgan Chase, in connection with the Amendment and
the Guaranty, entered into a Guarantee and Collateral Agreement (the "Collateral
Agreement") with Bear Stearns and certain of its subsidiaries, pursuant to which
the parties agree to guarantee their obligations to repay JPMorgan Chase for
amounts loaned or amounts paid under the Guaranty and the Fed Guaranty and to
provide collateral for such obligations. The foregoing description of the
Collateral Agreement does not purport to be complete and is qualified in its
entirety by reference to the Collateral Agreement, which we intend to file at a
later date.
Fed Guaranty Agreement
On March 23, 2008, JPMorgan Chase, in connection with the Amendment,
entered into a guarantee (the "Fed Guaranty") in favor of the Federal Reserve
Bank of New York (the "New York Fed"). The Fed Guaranty is filed as Exhibit 99.2
hereto, and is incorporated into this report by reference.
Item 8.01. Other Events.
On March 24, 2008, Bear Stearns and JPMorgan Chase issued a joint press
release announcing that they had entered into the Amendment. A copy of the press
release is attached hereto as Exhibit 99.3, 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 will file with the SEC a
Registration Statement on Form S-4 that will include a proxy statement of Bear
Stearns that also constitutes a prospectus of JPMorgan Chase. Bear Stearns will
mail the 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
definitive proxy statement filed with the SEC on March 27, 2007. 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
----------- -----------
2.1 Amendment No. 1, dated as of March 24, 2008, to the Agreement and
Plan of Merger, dated as of March 16, 2008, by and between JPMorgan
Chase & Co. and The Bear Stearns Companies Inc.
2.2 Share Exchange Agreement, dated as of March 24, 2008, by and between
JPMorgan Chase & Co. and The Bear Stearns Companies Inc.
99.1 Amended and Restated Guaranty Agreement, executed March 24, 2008 and
effective as of March 16, 2008
99.2 Fed Guaranty, dated March 23, 2008
99.3 Press Release, dated March 24, 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/ Samuel Molinaro Jr.
-----------------------------------------
Samuel Molinaro Jr.
Executive Vice President, Chief Financial
Officer and Chief Operating Officer
(Principal Financial Officer)
Dated: March 24, 2008
THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
2.1 Amendment No. 1, dated as of March 24, 2008, to the Agreement and
Plan of Merger, dated as of March 16, 2008, by and between JPMorgan
Chase & Co. and The Bear Stearns Companies Inc.
2.2 Share Exchange Agreement, dated as of March 24, 2008, by and between
JPMorgan Chase & Co. and The Bear Stearns Companies Inc.
99.1 Amended and Restated Guaranty Agreement, executed March 24, 2008 and
effective as of March 16, 2008
99.2 Fed Guaranty, dated March 24, 2008
99.3 Press Release, dated March 24, 2008