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): April 11, 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 2.02. Results of Operations and Financial Condition.
The information described in Item 8.01 below is incorporated by reference
herein.
Item 8.01. Other Events.
The Bear Stearns Companies Inc. (the "Company") experienced a significant
liquidity crisis during the end of the week of March 10, 2008 that seriously
jeopardized its financial viability. On March 16, 2008, the Company and JPMorgan
Chase & Co. ("JPMorgan Chase") entered into an agreement and plan of merger
following the significant liquidity crisis. On March 24, 2008, the Company and
JPMorgan Chase entered into an amendment to the agreement and plan of merger (as
amended, 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.
On January 29, 2008, the Company filed with the Securities and Exchange
Commission (the "SEC") its Annual Report on Form 10-K for the fiscal year ended
November 30, 2007 (the "2007 Form 10-K"). On March 31, 2008, the Company filed
with the SEC an amendment to the 2007 Form 10-K to include information
previously omitted from the 2007 Form 10-K in reliance on General Instruction G
to Form 10-K, which provides that registrants may incorporate by reference
certain information from a definitive proxy statement which involves the
election of directors if such definitive proxy statement is filed with the SEC
within 120 days after the end of the fiscal year. As a result of the proposed
merger, the Company's definitive proxy statement was not filed before March 29,
2008 (i.e., within 120 days after the end of the Company's 2007 fiscal year).
JPMorgan Chase will file with the SEC a Registration Statement on Form S-4 to
register under the Securities Act of 1933, as amended, the shares of JPMorgan
Chase common stock to be issued to the Company's stockholders in the merger (the
"Registration Statement"). The Registration Statement will incorporate by
reference the 2007 Form 10-K, as amended.
The Company is filing this report to provide disclosure regarding the liquidity
crisis that the Company experienced during the end of the week of March 10, 2008
and related events in: (i) the historical consolidated statements of financial
condition of the Company as of November 30, 2007 and 2006, and the related
consolidated statements of income, comprehensive income, cash flows and changes
in stockholders' equity for each of the three years in the period ended November
30, 2007 and the related management's discussion and analysis of financial
condition and results of operations; and (ii) the historical condensed statement
of financial condition of The Bear Stearns Companies Inc. (Parent Company Only)
as of November 30, 2007 and 2006, and the related condensed statements of income
and cash flows for each of the three years in the period ended November 30, 2007
prior to the incorporation of such financial statements and management's
discussion and analysis of financial condition and results of operations into
the Registration Statement.
Attached hereto as Exhibit 99.1 and incorporated by reference herein are the
historical consolidated statements of financial condition of the Company as of
November 30, 2007 and 2006, and the related consolidated statements of income,
comprehensive income, cash flows and changes in stockholders' equity for each of
the three years in the period ended November 30, 2007 and the related
management's discussion and analysis of financial condition and results of
operations, which have been updated to provide disclosure regarding the
liquidity crisis that the Company experienced during the end of the week of
March 10, 2008 and related events. No changes have been made as a result of
updating "Management's Discussion and Analysis of Financial Condition and
Results of Operations" as presented in the 2007 Form 10-K, as filed with the SEC
on January 29, 2008, except for "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Recent Developments". No changes
have been made as a result of updating the historical consolidated financial
statements of the Company and notes thereto contained in the 2007 Form 10-K, as
filed with the SEC on January 29, 2008, except for Note 23 to the consolidated
financial statements of the Company. There are no amendments or restatements of
the historical consolidated statements of financial condition of the Company as
of November 30, 2007 and 2006, or the related consolidated statements of income,
comprehensive income, cash flows and changes in stockholders' equity for each of
the three years in the period ended November 30, 2007. A Report of Independent
Registered Public Accounting Firm dated January 28, 2008, except for Note 23,
which is as of April 11, 2008, is also included as part of Exhibit 99.1.
Attached hereto as Exhibit 99.2 and incorporated by reference herein is the
historical financial statement schedule (Schedule I) of the condensed statements
of financial condition of The Bear Stearns Companies Inc. (Parent Company Only)
as of November 30, 2007 and 2006, and the related condensed statements of income
and cash flows for each of the three years in the period ended November 30,
2007, which has been updated to provide disclosure regarding the liquidity
crisis that the Company experienced during the end of the week of March 10, 2008
and related events. No changes have been made as a result of updating the
historical condensed financial information of The Bear Stearns Companies Inc.
(Parent Company Only) and notes thereto contained in the 2007 Form 10-K, as
filed with the SEC on January 29, 2008, except for Note 4 to the condensed
financial information of The Bear Stearns Companies Inc. (Parent Company Only).
There are no amendments or restatements of The Bear Stearns Companies Inc.'s
(Parent Company Only) historical condensed statements of financial condition as
of November 30, 2007 and 2006, or the related condensed statements of income and
cash flows for each of the three years in the period ended November 30, 2007. A
Report of Independent Registered Public Accounting Firm dated January 28, 2008,
except for Note 4, which is as of April 11, 2008, is also included as part of
Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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99.1 Management's discussion and analysis of financial condition and
results of operations and historical audited consolidated financial
statements of The Bear Stearns Companies Inc. as of November 30,
2007 and 2006, and for each of the three years in the period ended
November 30, 2007, reflecting updated footnote disclosures. Also
included is a Report of Independent Registered Public Accounting
Firm dated January 28, 2008, except for Note 23, which is as of
April 11, 2008.
99.2 Historical Financial Statement Schedule (Schedule I) of the
condensed financial information of The Bear Stearns Companies Inc.
(Parent Company Only) as of November 30, 2007 and 2006, and for each
of the three years in the period ended November 30, 2007, reflecting
updated footnote disclosures. Also included is a Report of
Independent Registered Public Accounting Firm dated January 28,
2008, except for Note 4, which is as of April 11, 2008.
99.3 Consent of Deloitte & Touche LLP.
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
Senior Vice President - Finance, Controller
(Principal Accounting Officer)
Date: April 11, 2008
THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
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Exhibit No. Description
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99.1 Management's discussion and analysis of financial condition and
results of operations and historical audited consolidated financial
statements of The Bear Stearns Companies Inc. as of November 30,
2007 and 2006, and for each of the three years in the period ended
November 30, 2007, reflecting updated footnote disclosures. Also
included is a Report of Independent Registered Public Accounting
Firm dated January 28, 2008, except for Note 23, which is as of
April 11, 2008.
99.2 Historical Financial Statement Schedule (Schedule I) of the
condensed financial information of The Bear Stearns Companies Inc.
(Parent Company Only) as of November 30, 2007 and 2006, and for each
of the three years in the period ended November 30, 2007, reflecting
updated footnote disclosures. Also included is a Report of
Independent Registered Public Accounting Firm dated January 28,
2008, except for Note 4, which is as of April 11, 2008.
99.3 Consent of Deloitte & Touche LLP.