Filed by The Bear Stearns Companies Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Subject Company: The Bear Stearns Companies Inc.
(Commission File No. 001-8989)
Certain statements contained in this filing 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: (1) "Risk Factors" in Bear Stearns' Annual
Report on Form 10-K for the year ended November 30, 2007 and "Risk Management"
filed as Exhibit 13 to Bear Stearns' Annual Report on Form 10-K for the year
ended November 30, 2007; (2) similar sections of Bear Stearns' quarterly reports
on Form 10-Q, which have been filed with the Securities and Exchange Commission
("SEC"); and (3) "Management's Discussion and Analysis of Financial Condition
and Results of Operations" filed as an Exhibit to Bear Stearns' Current Report
on Form 8-K filed with the SEC on April 11, 2008.
Additional Information
In connection with the proposed merger, JPMorgan Chase has filed with the SEC a
Registration Statement on Form S-4 that includes a proxy statement of Bear
Stearns that also constitutes a prospectus of JPMorgan Chase. JPMorgan Chase and
Bear Stearns urge investors and security holders to read the proxy
statement/prospectus regarding the proposed merger and any other relevant
documents filed with the SEC, as well as any amendments or supplements to those
documents, because they contain important information. You may obtain copies of
all documents filed with the SEC regarding this transaction, free of charge, at
the SEC's website (www.sec.gov). 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" and then
under the item "SEC Filings." You may also 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."
Participants in the Solicitation
JPMorgan Chase, Bear Stearns 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 is set forth in the proxy statement/prospectus filed with the SEC. You
can find information about JPMorgan Chase's executive officers and directors in
its definitive proxy statement filed with the SEC on March 31, 2008. You can
find information about Bear Stearns' executive officers and directors in the
amendment to its Annual Report on Form 10-K filed with the SEC on March 31,
2008. You can obtain free copies of these documents from JPMorgan Chase and Bear
Stearns using the contact information above.
* * *
[The following is an email that was sent to employees of The Bear Stearns
Companies Inc. and posted on its internal website]
BearFlash
Special Meeting of Stockholders
We will hold a special meeting of stockholders at 383 Madison Avenue, 2nd Floor,
New York, New York at 10:00 a.m., local time, on May 29, 2008 to consider and
vote upon the following matters:
o a proposal to approve and adopt the Agreement and Plan of Merger,
dated as of March 16, 2008, by and between Bear Stearns and JPMorgan
Chase & Co., as amended by Amendment No. 1 dated as of March 24,
2008 and as such agreement may be further amended from time to time;
and
o a proposal to approve the adjournment of the special meeting, if
necessary, to solicit additional proxies, in the event that there
are not sufficient votes at the time of the special meeting to
approve and adopt the merger agreement.
If you are a Bear Stearns stockholder, you should have already received the
proxy statement/prospectus regarding the proposed merger. We urge you to read
the proxy statement/prospectus, including any documents incorporated in the
document by reference, and its appendices carefully and in their entirety.
It is important that as many shares of Bear Stearns common stock as possible be
represented at the special meeting by proxy or otherwise. The affirmative vote
of a majority of all outstanding shares Bear Stearns common stock is required to
approve and adopt the merger agreement. Failure to vote any shares that you hold
(other than shares held in The Bear Stearns Companies Inc. Employee Stock
Ownership Plan and The Bear Stearns Companies Inc. 2008 Trust) will have the
same effect as voting against the merger. Please see page 1 of the proxy
statement/prospectus for a discussion of the effect of the failure to vote any
of your shares that are held in the ESOP or Trust.
If you have not already voted your shares, please refer to the information below
for instructions on how to vote your shares.
Where to vote
-------------
You can vote by Internet, telephone or by mailing in your proxy card.
o Vote by Internet - www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern Time
on May 28, 2008. For shares held in the ESOP or the Trust, employees
must submit their voting instructions for receipt by the trustees on
or before May 23, 2008.
o Vote by Phone - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up
until 11:59 P.M. Eastern Time on May 28, 2008. For shares held in
the ESOP or the Trust, employees must submit their voting
instructions for receipt by the trustees on or before May 23, 2008.
o Vote by Mail
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to The Bear
Stearns Companies Inc. c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717.
What you need
-------------
You must have your unique control number at hand when voting by Internet or
telephone. It can be found on the proxy card that was mailed to you or in the
email you received if you chose electronic delivery. You will need this control
number in order to vote by Internet or telephone. If you lose your proxy card,
please contact Elisa Marks at 8-383-1574.
How to vote by Internet or telephone
------------------------------------
Have your control number at hand, and follow the easy step-by-step instructions.
It should take less than five minutes to vote by Internet or by telephone.
If you are a Bear Stearns stockholder as of the record date for the special
meeting (April 18, 2008), you are invited to attend the special meeting of
stockholders of Bear Stearns to be held on May 29, 2008 at 10:00 a.m. in the 2nd
Floor auditorium at 383 Madison Avenue.
If you have any questions regarding the voting process, please click here or
contact Elisa Marks at 8-383-1574.
ADDITIONAL INFORMATION
In connection with the proposed merger, JPMorgan Chase has filed with the
Securities and Exchange Commission a Registration Statement on Form S-4 that
includes a proxy statement of Bear Stearns that also constitutes a prospectus of
JPMorgan Chase. JPMorgan Chase and Bear Stearns urge investors and security
holders to read the proxy statement/prospectus regarding the proposed merger and
any other relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they contain important information. You
may obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website (www.sec.gov). 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" and then under the item "SEC Filings." You may
also 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."
JPMorgan Chase, Bear Stearns 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 is set forth in the proxy statement/prospectus filed with the SEC. You
can find information about JPMorgan Chase's executive officers and directors in
its definitive proxy statement filed with the SEC on March 31, 2008. You can
find information about Bear Stearns' executive officers and directors in the
amendment to its Annual Report on Form 10-K filed with the SEC on March 31,
2008. You can obtain free copies of these documents from JPMorgan Chase and Bear
Stearns using the contact information above.
* * *
[The following questions and answers were posted on the internal website of The
Bear Stearns Companies Inc.]
Bear Stearns Merger with JPMorgan Chase
Frequently Asked Questions
May 8, 2008
Q: Why is my vote being solicited?
A: You are being asked to approve and adopt the merger agreement, dated as of
March 16, 2008, by and between JPMorgan Chase and Bear Stearns, as amended
on March 24, 2008, pursuant to which, if the merger contemplated by the
merger agreement is completed, Bear Stearns will become a subsidiary of
JPMorgan Chase. The special meeting to approve and adopt the merger
agreement will be held on May 29, 2008. It is important
that as many shares of Bear Stearns common stock as possible be
represented at the special meeting by proxy or otherwise. The affirmative
vote of a majority of all outstanding shares Bear Stearns common stock is
required to approve and adopt the merger agreement. Failure to vote any
shares that you hold (other than shares held in The Bear Stearns Companies
Inc. Employee Stock Ownership Plan and The Bear Stearns Companies Inc.
2008 Trust) will have the same effect as voting against the merger. If the
trustee for the ESOP does not receive voting instructions for any shares
held in the ESOP, it shall determine how any uninstructed shares are
voted. If the trustee for the Trust does not receive voting instructions
for any shares held in the Trust, it will vote uninstructed shares held in
the Trust in the same proportion as the voting instructions that it
receives for shares held in the Trust.
Q: What will happen if the Bear Stearns stockholders approve and adopt the
merger agreement?
A: If the Bear Stearns stockholders approve and adopt the merger agreement,
upon the satisfaction or waiver of the other conditions to the merger, the
merger will be completed, and among other things (1) Bear Stearns will
become a subsidiary of JPMorgan Chase; (2) Bear Stearns common
stockholders will receive shares of JPMorgan Chase common stock; (3)
retained employees will become employees of JPMorgan Chase; and (4)
transitioned employees will be entitled to receive severance and other
benefits as set forth in the Retention Guidelines for Bear Stearns'
employees, which are posted on our internal website.
Q: What will happen if the Bear Stearns stockholders do not approve and adopt
the merger agreement?
A: If the Bear Stearns stockholders do not approve and adopt the merger
agreement, JPMorgan Chase will have the right to terminate the merger
agreement 120 days after the date of the special meeting.
JPMorgan Chase has provided an operating guaranty in respect of certain
trading and other obligations of Bear Stearns and certain of its
subsidiaries. In addition, JPMorgan Chase has provided the Fed guaranty to
the Federal Reserve Bank of New York of Bear Stearns' borrowings from the
New York Fed at the Prime Dealer Discount Window. The two guaranties have
provided liquidity and the support necessary for the financial stability
and viability of Bear Stearns. In the event the stockholders of Bear
Stearns do not approve the merger, the operating guaranty would, by its
terms, terminate 120 days following such a "no" vote. JPMorgan Chase would
also terminate the Fed guaranty under those circumstances. Absent the
operating guaranty, Bear Stearns could face the increased risk of rapid
loss of clients, customers and counterparties, and absent the Fed
guaranty, Bear Stearns could be unable to obtain necessary funding. The
lack of liquidity and the loss of clients, customers and counterparties
could seriously jeopardize Bear Stearns' financial viability, which would
raise substantial doubt as to its ability to continue as a going concern.
Accordingly, Bear Stearns could be forced to file for
bankruptcy protection and to liquidate its assets, resulting in material
adverse consequences for Bear Stearns' stockholders, creditors and
employees.
The failure to complete the merger could have significant adverse effects
on our employees, which may include the following:
o Those employees with offers of employment from JPMorgan Chase would
likely see them rescinded.
o Employees would no longer be eligible to receive the compensation
packages for retained employees and transition employees set forth
in the Retention Guidelines for Bear Stearns' employees, which are
posted on our internal website.
o Employees would no longer be eligible to receive the severance set
forth in the U.S. Severance Pay Schedule, which is posted on our
internal website.
o Bear Stearns could be required to layoff significant numbers of
employees. Upon termination, Bear Stearns' employees are generally
not entitled to any severance. Historically, Bear Stearns has made
severance decisions on a case by case basis. Any decision to pay
severance will be based in part on Bear Stearns' financial condition
at the time of any such termination, which could be significantly
impaired. In addition, if Bear Stearns is forced to file for
bankruptcy protection any decision to pay severance to employees
could be subject to the approval of the bankruptcy court.
ADDITIONAL INFORMATION
In connection with the proposed merger, JPMorgan Chase has filed with the
SEC a Registration Statement on Form S-4 that includes a proxy statement of Bear
Stearns that also constitutes a prospectus of JPMorgan Chase. JPMorgan Chase and
Bear Stearns urge investors and security holders to read the proxy
statement/prospectus regarding the proposed merger and any other relevant
documents filed with the SEC, as well as any amendments or supplements to those
documents, because they contain important information. You may obtain copies of
all documents filed with the SEC regarding this transaction, free of charge, at
the SEC's website (www.sec.gov). 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" and then
under the item "SEC Filings." You may also 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."
JPMorgan Chase, Bear Stearns 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 is set forth in the proxy statement/prospectus filed
with the SEC. You can find information about JPMorgan Chase's executive officers
and directors in its definitive proxy statement filed with the SEC on March 31,
2008. You can find information about Bear Stearns' executive officers and
directors in the amendment to its Annual Report on Form 10-K filed with the SEC
on March 31, 2008. You can obtain free copies of these documents from JPMorgan
Chase and Bear Stearns using the contact information above.