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) September 26, 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
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(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
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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 is a copy of The Bear Stearns Companies Inc. (the "Company")
Press Release, dated September 26, 2001, announcing earnings for the Company
for the three months ended August 31, 2001, which includes the Unaudited
Consolidated Statements of Income of the Company for the three and nine months
ended August 31, 2001 and August 25, 2000. All normal recurring adjustments
that are, in the opinion of management, necessary for a fair presentation
of the results of operations for the periods presented have been included.
The nature of the Company's business is such that the results for any interim
period are not necessarily indicative of the results for a full year.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements of business acquired:
Not applicable.
(b) Pro Forma financial information:
Not applicable.
(c) Exhibit:
(99) Press Release, dated September 26, 2001.
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Signature
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: September 28, 2001
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THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
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Exhibit No. Description
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(99) Press Release, dated September 26, 2001
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FOR IMMEDIATE RELEASE
CONTACT: Elizabeth Ventura (212) 272-9251
Rebecca Haas (212) 272-8188
THE BEAR STEARNS COMPANIES INC.
REPORTS THIRD FISCAL QUARTER RESULTS;
DECLARES QUARTERLY COMMON CASH DIVIDEND
NEW YORK -September 26, 2001- In announcing results for its third fiscal quarter
today, The Bear Stearns Companies Inc. (NYSE:BSC) Chairman and Chief Executive
Officer James E. Cayne, commented, "We would like to continue to express our
sincere condolences to all those affected by the tragic events of
September 11, 2001. Our focus over the past weeks has been to help our clients,
our employees and our industry cope with this tragedy. We are extremely
grateful to all those who came to the aid of the City and the industry during
its time of need."
The Bear Stearns Companies Inc. reported net earnings per diluted share
of $0.95 for the third quarter ended August 31, 2001, down 28.0% from $1.32 per
share for the comparable quarter a year ago. Net income was $134.6 million,
down 25.8% from $181.4 million for the quarter ended August 25, 2000. Net
revenues for the third quarter were $1.20 billion, down 5.2% from $1.27 billion
for the quarter ended August 25, 2000. The annualized after-tax return on
common stockholders' equity for the quarter ended August 31, 2001 was 12.2% and
for the trailing 12-month period ended August 31, 2001, was 14.8%.
"The market conditions of the third quarter were difficult and those
difficulties have intensified early in the fourth quarter. In the face of these
challenging times we would like investors to know that our focus remains on
ensuring that our clients receive
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the high quality service they are accustomed to, running our business as
efficiently as possible and further tightening our controls on expenses,"
said Mr. Cayne.
A BRIEF DISCUSSION OF THE FIRM'S BUSINESS SEGMENTS, COMPARED TO THE PRIOR YEAR
QUARTER FOLLOWS:
CAPITAL MARKETS
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Net revenues for the Capital Markets segment were $874.3 million for the quarter
ended August 31, 2001, up 7.7% from $811.7 million for the quarter ended
August 25, 2000.
o Institutional Equities net revenues were $244.7 million for the third
quarter of 2001, down 31.6% versus $358.0 million for the third quarter of
last year. Equity revenues were down for the current quarter due to the
general downturn in the market, reduced volumes and lower market
volatility.
o Fixed Income net revenues were up 78.4% to $416.1 million for the quarter
ended August 31, 2001, from $233.3 million for the quarter ended
August 25, 2000. Although down from last quarter's record results, fixed
income revenues remained strong year-over-year with solid performances in
the mortgage-backed securities, high yield and credit derivatives areas.
o Investment Banking net revenues were $213.5 million for the quarter ended
August 31, 2001, down 3.2% from $220.4 million for the quarter ended
August 25, 2000. Although the industry-wide slump in equity underwriting
activity continued, healthy fixed income underwriting revenues,
particularly in the high yield and the municipal areas, resulted in an
overall increase in underwriting revenues. Industry-wide mergers and
acquisitions activity continues to be soft, however, M&A revenues during
the quarter increased over the second quarter but were off 14.1% from the
prior year levels.
GLOBAL CLEARING SERVICES
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Net revenues for Global Clearing Services were $192.0 million for the quarter
ended August 31, 2001, down 20.6% from $241.7 million for the quarter ended
August 25,
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2000. Difficult market conditions have contributed to the decline
in margin debt balances versus the same period last year, driving net interest
revenues down for the quarter ended August 31, 2001. Average customer margin
debt balances were $38.3 billion during the quarter ended August 31, 2001, as
compared to $56.4 billion in the prior year quarter ended August 25, 2000.
WEALTH MANAGEMENT
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Wealth Management net revenues for the quarter ended August 31, 2001 were $128.0
million, down 20.0% from $160.1 million for the quarter ended August 25, 2000.
Revenues from private client services have declined as retail investors have
reduced activity levels significantly, resulting in lower commission revenues
and declining net interest profits. Asset management fees also declined
slightly on reduced performance fees from alternative investment products,
offset by increased management fees from mutual funds and alternative investment
products as this area of the business continues to grow. As of August 31, 2001,
assets under management stood at $23.5 billion, up 41.6% from last year.
Alternative investment products under management were $5.8 billion as of
August 31, 2001, a 93.3% increase as compared to last year.
EXPENSES
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o Compensation as a percentage of net revenues was 52.7% and 51.7% for the
quarters ended August 31, 2001 and August 25, 2000, respectively.
Non-compensation expenses were $365.0 million for the quarter ended
August 31, 2001, up 5.9% from $344.5 million for the comparable prior year
quarter ended August 25, 2000. Increased communication and technology
costs, including accelerated amortization costs associated with the pending
relocation to 383 Madison Avenue contributed to the rise.
o Pre-tax, pre-CAP Plan profit margin was 19.5% in the current quarter as
compared to 24.8% in the prior year period.
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As of August 31, 2001 total capital, including stockholders' equity and
long-term borrowings, was $28.4 billion. Book value as of August 31, 2001 was
$32.34 per share, based on 149,669,365 shares outstanding.
Quarterly Cash Dividend Declared
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The Board of Directors of The Bear Stearns Companies Inc. declared a regular
quarterly cash dividend of $0.15 per share on the outstanding shares of common
stock, payable October 31, 2001, to stockholders of record on October 17, 2001.
Founded in 1923, The Bear Stearns Companies Inc. is the parent company of
Bear, Stearns & Co. Inc., a leading worldwide investment banking and securities
trading and brokerage firm serving corporations, governments, institutions and
individuals worldwide. With approximately $28.4 billion in total capital, the
company's business includes corporate finance and mergers and acquisitions,
public finance, institutional equities and fixed income sales and trading,
private client services, foreign exchange and futures sales and trading, equity
and fixed income research, derivatives, asset management and custody services.
Through Bear, Stearns Securities Corp., it offers prime broker and broker dealer
services, including securities lending. Headquartered in New York City, the
company had approximately 11,000 employees as of August 31, 2001, located in
domestic offices in Atlanta, Boston, Chicago, Dallas, Denver, Los Angeles,
San Francisco and San Juan; and an international presence in Beijing, Dublin,
Herzliya, Hong Kong, London, Lugano, Sao Paulo, Seoul, Shanghai, Singapore and
Tokyo. For additional information about Bear Stearns, please visit our Web site
at http://www.bearstearns.com.
Certain statements contained in this discussion 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. For a discussion of the risks and uncertainties
that may affect the company's future results, please see "Management's
Discussion and Analysis of Financial Condition and Results of
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Operations" and "Risk Management" in the Company's 2000 Annual Report to
Stockholders and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Quantitative and Qualitative Disclosures about
Market Risk" in the company's Quarterly Reports on Form 10-Q, which have been
filed with the Securities and Exchange Commission.
A conference call to discuss the company's results will be held at 10:00 a.m.,
E.S.T. The call will be open to the public. Those wishing to listen to the
conference call should dial 1-877-282-0743 (or 1-703-871-3073 for international
callers) at least 15 minutes prior to the commencement of the call to ensure
connection. The conference call will also be accessible through our Web site at
http://www.bearstearns.com. For those unable to listen to the live broadcast of
the call, a replay will be available on our Web site or by dialing
1-888-266-2081 (or 1-703-925-2533 for international callers) at approximately
1:00 p.m. The passcode for the replay is 5547459. If you have any questions
on how to obtain access to the conference call, please contact Rebecca Haas at
1-212-272-8188 or via email at rhaas@bear.com.
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Financial Tables Attached
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