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) July 11, 2005
-------------
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 (IRS Employer
Jurisdiction of Number) 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:
[ ] 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.
----------------------------------------------
As previously disclosed on June 22, 2005, Bear, Stearns & Co. Inc. ("Bear
Stearns") and Bear, Stearns Securities Corp. ("BSSC"), subsidiaries of The Bear
Stearns Companies Inc. (the "Company"), have been advised by the Staff of the
Securities and Exchange Commission (the "Commission") that the Commission has
authorized the Staff of the Commission to bring an enforcement action against
Bear Stearns and BSSC with respect to mutual fund trading. Such an action could
result in, among other things, disgorgement, civil monetary penalties and/or
other remedial sanctions. While the Company and its subsidiaries believe that
they have substantial defenses to the potential claims, the Company has had
recent discussions with the Staff regarding possible resolution of this matter.
In connection therewith and related mutual fund trading matters, the Company has
increased its legal reserves by $100 million. This increase will impact the
Company's previously announced preliminary results for the second quarter of
2005 as follows: net income will be reduced to $298.1 million from $365.1
million; earnings per share on a basic and diluted basis will be reduced by $.52
to $2.32 (basic) and $.47 to $2.09 (diluted), respectively; return on average
common equity for the quarter (annualized) will be reduced to 13.5% from 16.5%;
the company's pre-tax profit margin will be reduced to 24.7% from 29.8%.
The Company intends to file its Quarterly Report on Form 10-Q for the quarterly
period ended May 31, 2005, which will contain full financial results for the
three and six months ended May 31, 2005, with the Securities and Exchange
Commission on July 11, 2005.
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 hereunto duly authorized.
THE BEAR STEARNS COMPANIES INC.
By: /s/ Jeffrey M. Farber
------------------------------
Jeffrey M. Farber
Controller
(Principal Accounting Officer)
Dated: July 11, 2005