UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 16, 2008
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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 Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
383 Madison Avenue, New York, New York 10179
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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)
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.
Agreement and Plan of Merger
On March 16, 2008, The Bear Stearns Companies Inc. (the "Company")
and JPMorgan Chase & Co. ("JPMorgan Chase") entered into an Agreement and Plan
of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the
terms and subject to the conditions set forth in the Merger Agreement, a
wholly-owned subsidiary of JPMorgan Chase will merge with and into the Company
with the Company continuing as the surviving corporation and as a wholly-owned
subsidiary of JPMorgan Chase. The Merger Agreement is filed as Exhibit 2.1
hereto, and is incorporated into this report by reference.
Guaranty Agreement
On March 16, 2008, JPMorgan Chase, in connection with the Merger
Agreement, entered into a guaranty agreement in favor of the Company and certain
of its subsidiaries (the "Guaranty"). The Guaranty is filed as Exhibit 99.1
hereto, and is incorporated into this report by reference.
Stock Option Agreement
On March 16, 2008, the Company and JPMorgan Chase, in connection
with the Merger Agreement, entered into a stock option agreement (the "Stock
Option Agreement"). The Stock Option Agreement is filed as Exhibit 99.2 hereto,
and is incorporated into this report by reference.
Forward-Looking Statements
Certain statements contained in this Form 8-K 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 "Risk Factors" in the
Company's 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" in the Company's 2007 Annual Report to
Stockholders and similar sections of the Company's quarterly reports on Form
10-Q, which have been filed with the Securities and Exchange Commission.
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 the Company that also constitutes a prospectus of JPMorgan Chase.
The Company will mail the proxy statement/prospectus to its stockholders.
JPMorgan Chase and the Company 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 the Company's 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).
The Company, JPMorgan Chase and their respective directors, executive officers
and certain other members of management and employees may be soliciting proxies
from the Company 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 Company's 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 the Company's 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 the
Company using the contact information above.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of March 16, 2008, by and
between The Bear Stearns Companies Inc. and JPMorgan Chase & Co.
99.1 Guaranty Agreement, dated as of March 16, 2008
99.2 Stock Option Agreement, dated as of March 16, 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/ Jeffrey M. Farber
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Jeffrey M. Farber
Controller
(Principal Accounting Officer)
Dated: March 20, 2008
THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of March 16, 2008, by and
between The Bear Stearns Companies Inc. and JPMorgan Chase & Co.
99.1 Guaranty Agreement, dated as of March 16, 2008
99.2 Stock Option Agreement, dated as of March 16, 2008