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): February 14, 2008
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:
|_| 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 8.01. Other Events.
On February 14, 2008, The Bear Stearns Companies Inc. (the "Company")
entered into The Bear Stearns Companies Inc. 2008 Trust Agreement (the "Trust
Agreement"). Pursuant to the terms of the Trust Agreement and as contemplated by
the amendments to The Bear Stearns Companies Inc. Capital Accumulation Plan for
Senior Managing Directors and The Bear Stearns Companies Inc. Restricted Stock
Unit Plan that were approved by the stockholders at the 2007 annual meeting of
stockholders, the Company established a trust (the "Trust") for the purpose of
holding shares of common stock of the Company, par value $1.00 (the "Shares"),
underlying awards granted to selected employees and certain key executives under
The Bear Stearns Companies Inc. Capital Accumulation Plan for Senior Managing
Directors and The Bear Stearns Companies Inc. Restricted Stock Unit Plan. The
Company has initially funded the Trust with 27,316,339 Shares. Pursuant to the
Trust Agreement, Wilmington Trust Company, an independent trustee, will vote the
Shares held in the Trust in accordance with the instructions received from the
participants entitled to such awards and shall vote any Shares with respect to
which proper instructions are not received in proportion to Shares for which
proper instructions have been received.
A copy of the Trust Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
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10.1 The Bear Stearns Companies Inc. 2008 Trust Agreement dated
February 14, 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: February 20, 2008
THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
Exhibit No. Description
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10.1 The Bear Stearns Companies Inc. 2008 Trust Agreement dated
February 14, 2008