| x | Annual report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended November 30, 2005. |
or
| o | Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____________ to _____________ |
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
13-3286161 (I.R.S. Employer Identification No.) |
| Title of Each Class |
Name of Each Exchange on Which Registered | ||||
|---|---|---|---|---|---|
| Common Stock, par value $1.00 per share | New York Stock Exchange | ||||
| Depositary Shares, each representing a one-fourth interest in a share of | New York Stock Exchange | ||||
| 6.15% Cumulative Preferred Stock, Series E | |||||
| Depositary Shares, each representing a one-fourth interest in a share of | New York Stock Exchange | ||||
| 5.72% Cumulative Preferred Stock, Series F | |||||
| Depositary Shares, each representing a one-fourth interest in a share of | New York Stock Exchange | ||||
| 5.49% Cumulative Preferred Stock, Series G | |||||
| 7.8% Trust Issued Preferred Securities, of Bear Stearns Capital Trust III | New York Stock Exchange | ||||
| (and registrant’s guarantee thereof) | |||||
| Euro Floating Rate Global Notes Due July 27, 2012 | New York Stock Exchange | ||||
| Principal Protected Sector Selector Notes Due 2008 | American Stock Exchange | ||||
| Principal Protected Notes Linked to the S&P 500 Index Due 2008 | American Stock Exchange | ||||
| Principal Protected Notes Linked to the Price Performance of the | American Stock Exchange | ||||
| Nasdaq - 100 Index Due 2009 | |||||
| Principal Protected Notes Linked to the S&P 500 Index Due 2009 | American Stock Exchange | ||||
| Principal Protected Notes Linked to the Dow Jones Industrial Average | American Stock Exchange | ||||
| Due 2011 | |||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes o No x
At May 31, 2005, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $10,347,623,434. For purposes of this information, the outstanding shares of common stock owned by directors and executive officers of the registrant were deemed to be shares of common stock held by affiliates.
On February 6, 2006, the registrant had 119,367,360 outstanding shares of common stock, par value $1.00 per share, which is the registrant’s only class of common stock.
Parts II and IV of this Form 10-K incorporate information by reference from certain portions of the registrant’s 2005 Annual Report to Stockholders. The information required to be furnished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant’s definitive proxy statement for the annual meeting of stockholders to be held April 11, 2006, which definitive proxy statement will be filed by the registrant with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended November 30, 2005.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A amends our annual report on Form 10-K for the fiscal year ended November 30, 2005, as filed with the Securities and Exchange Commission on February 13, 2006 and is being filed to revise Note 6 to our Consolidated Financial Statements. The amendment is not intended to update other information presented in this Form 10-K as originally filed. The references to 2004 amounts in the third, fifth and eighth paragraphs of Note 6 (Variable Interest Entities and Mortgage Loan Special Purpose Entities) should be $1.6 billion, $0.4 billion, $16.3 million and $2.8 billion, respectively.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) List of Financial Statements, Financial Statement Schedules and Exhibits:
Financial Statements:
The financial statements required to be filed hereunder are listed on page F-1 hereof.
Financial Statement Schedules:
The financial statement schedules required to be filed hereunder are listed on page F-1 hereof.
Exhibits :
| (3)(a)(1) | Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit (4)(a)(1) to the registrant’s registration statement on Form S-3 (File No. 333-57083)). |
| (3)(a)(2) | Certificate of Amendment of Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 4(a)(2) to the registrant’s registration statement on Form S-8 (File No. 333-92357)). |
| (3)(a)(3) | Certificate of Stock Designation relating to the registrant’s 6.15% Cumulative Preferred Stock, Series E (incorporated by reference to Exhibit 1.4 to the registrant’s registration statement on Form 8-A filed on January 14, 1998). |
| (3)(a)(4) | Certificate of Stock Designation relating to the registrant’s 5.72% Cumulative Preferred Stock, Series F (incorporated by reference to Exhibit 1.4 to the registrant’s registration statement on Form 8-A filed on April 20, 1998). |
| (3)(a)(5) | Certificate of Stock Designation relating to the registrant’s 5.49% Cumulative Preferred Stock, Series G (incorporated by reference to Exhibit 1.4 to the registrant’s registration statement on Form 8-A filed on June 18, 1998). |
| (3)(a)(6) | Certificate of Elimination of the Cumulative Convertible Preferred Stock, Series A; Cumulative Convertible Preferred Stock, Series B; Cumulative Convertible Preferred Stock, Series C; and Cumulative Convertible Preferred Stock, Series D of the registrant (incorporated by reference to Exhibit 4(d)(9) to the registrant’s Current Report on Form 8-K filed with the Commission on January 15, 2002). |
| (3)(a)(7) | Certificate of Elimination of the 7.88% Cumulative Convertible Preferred Stock, Series B of the registrant (incorporated by reference to Exhibit 4(d)(10) to the registrant’s Current Report on Form 8-K filed with the Commission on January 15, 2002). |
| (3)(a)(8) | Certificate of Elimination of the 7.60% Cumulative Convertible Preferred Stock, Series C of the registrant (incorporated by reference to Exhibit 4(d)(11) to the registrant’s Current Report on Form 8-K filed with the Commission on January 15, 2002). |
| (3)(a)(9) | Certificate of Elimination of the Adjustable Rate Cumulative Preferred Stock, Series A of the registrant (incorporated by reference to the registrant’s Post-Effective Amendment No. 2 to Form S-8 (File No. 33-108976). |
| (3)(b) | Amended and Restated By-laws of the registrant as amended through January 8, 2002 (incorporated by reference to Exhibit 4(d)(6) to the registrant’s Current Report on Form 8-K filed with the Commission on January 15, 2002). |
| (4)(a) | Indenture, dated as of May 31, 1991, between the registrant and JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), as trustee (incorporated by reference to Exhibit (4)(a) to registrant’s registration statement on Form S-3 (File No. 33-40933)). |
| (4)(b) | Supplemental Indenture, dated as of January 29, 1998, between the registrant and JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), as trustee (incorporated by reference to Exhibit 4(a)(2) to the registrant’s Current Report on Form 8-K filed with the Commission on February 2, 1998). |
| (4)(c)(1) | Supplemental Note Issuance Agreement, dated November 18, 2004, among Bear Stearns Global Asset Holdings, Ltd., The Bear Stearns Companies Inc., as Guarantor, JPMorgan Chase Bank, N.A., as Agent, Registrar, Transfer Agent and Exchange Agent, Kredietbank S.A. Luxembourgeoise, as Paying Agent and Bear, Stearns International Limited and Bear, Stearns & Co. Inc., as Dealers (incorporated by reference to Exhibit 4(c)(1) to the registrant’s Current Report on Form 8-K filed with the Commission on November 23, 2004). |
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| (4)(c)(2) | Supplemental Note Issuance Agreement, dated November 18, 2003, among Bear Stearns Global Asset Holdings, Ltd., The Bear Stearns Companies Inc., as Guarantor, JPMorgan Chase Bank, as Agent, Registrar, Transfer Agent and Exchange Agent, Kredietbank S.A. Luxembourgeoise, as Paying Agent and Bear, Stearns International Limited and Bear, Stearns & Co. Inc., as Dealers (incorporated by reference to Exhibit 4(c)(2) to the registrant’s Current Report on Form 8-K filed with the Commission on November 23, 2004). |
| (4)(c)(3) | Amended and Restated Note Issuance Agreement, dated June 28, 2002, among Bear Stearns Global Asset Holdings, Ltd., The Bear Stearns Companies Inc., JPMorgan Chase Bank, as Agent, Registrar, Transfer Agent and Exchange Agent, Kredietbank S.A. Luxembourgeoise, as Paying Agent and Bear, Stearns International Limited and Bear, Stearns & Co. Inc., as Dealers (incorporated by reference to Exhibit 4(c)(3) to the registrant’s Current Report on Form 8-K filed with the Commission on November 23, 2004). |
| (4)(c)(4) | Deed of Covenant, dated June 28, 2002, made by Bear Stearns Global Asset Holdings, Ltd. (incorporated by reference to Exhibit 4(c)(4) to the registrant’s Current Report on Form 8-K filed with the Commission on November 23, 2004). |
| (4)(c)(5) | Deed of Guarantee, dated June 29, 2001, made by The Bear Stearns Companies Inc. (incorporated by reference to Exhibit 4(c)(5) to the registrant’s Current Report on Form 8-K filed with the Commission on November 23, 2004). |
| (4)(c)(6) | Except as set forth in (4)(a), (4)(b) and (4)(c)(1) - (4)(c)(5) above, the instruments defining the rights of holders of long-term debt securities of the registrant and its subsidiaries are omitted pursuant to Section (b)(4)(iii) of Item 601 of Regulation S-K. Registrant hereby agrees to furnish copies of these instruments to the SEC upon request. |
| (4)(d) | Form of Deposit Agreement (incorporated by reference to Exhibit (4)(d) to the registrant’s registration statement on Form S-3 (File No. 33-59140)). |
| (4)(e) | Warrant Agreement, dated July 9, 2003, between the registrant and JPMorgan Chase Bank, as warrant agent (incorporated by reference to Exhibit 4.1(a) to the registrant’s registration statement on Form 8-A filed on July 17, 2003). |
| (10)(a)(1) | Capital Accumulation Plan for Senior Managing Directors, as amended and restated as of October 28, 1999 and further amended as of March 31, 2004 (incorporated by reference to Exhibit (10)(a)(1) to the registrant’s Quarterly Report on Form 10-Q for its fiscal quarter ended May 31, 2004).* |
| (10)(a)(2) | Capital Accumulation Plan for Senior Managing Directors, as amended and restated November 29, 2000 for Plan Years beginning on or after July 1, 1999 and further amended as of March 31, 2004 (incorporated by reference to Exhibit 10(a)(2) to the registrant’s Quarterly Report on Form 10-Q for its fiscal quarter ended May 31, 2004).* |
| (10)(a)(3) | Performance Compensation Plan, as amended and restated as of February 9, 2005 (incorporated by reference to Item 9B. Other Information to the registrant’s Annual Report on Form 10-K for its fiscal year ended November 30, 2004).* |
| (10)(a)(4) | Stock Award Plan, as amended and restated as of March 31, 2004 (incorporated by reference to Exhibit 10(a)(3) to the registrant’s Quarterly Report on Form 10-Q for its fiscal quarter ended May 31, 2004).* |
| (10)(a)(5) | Non-Employee Directors’ Stock Option and Stock Unit Plan, amended and restated as of January 8, 2002 (incorporated by reference to Exhibit 10(a)(1) to the registrant’s Quarterly Report on Form 10-Q for its fiscal quarter ended August 31, 2002).* |
| (10)(a)(6) | Restricted Stock Unit Plan, as amended and restated as of March 31, 2004 (incorporated by reference to Exhibit 10(a)(4) to the registrant’s Quarterly Report on Form 10-Q for its fiscal quarter ended May 31, 2004).* |
| (10)(a)(7) | The Bear Stearns Companies Inc. AE Investment and Deferred Compensation Plan, effective January 1, 1989 (the “AE Investment and Deferred Compensation Plan”) (incorporated by reference to Exhibit 10(a)(14) to the registrant’s Annual Report on Form 10-K for its fiscal year ended June 30, 1996).* |
| (10)(a)(8) | Amendment to the AE Investment and Deferred Compensation Plan, adopted April 29, 1996 and effective as of January 1, 1995 (incorporated by reference to Exhibit 10(a)(15) to the registrant’s Annual Report on Form 10-K for its fiscal year ended June 30, 1996).* |
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| (10)(a)(9) | Form of Forward Purchase Agreement, dated as of September 6, 2005, between The Bear Stearns Companies Inc. and a number of CAP Plan participants (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for its fiscal quarter ended August 31, 2005).* |
| (10)(a)(10) | Form of Agreement evidencing a grant of CAP Units to Executive Officers under the Capital Accumulation Plan (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on January 4, 2005).* |
| (10)(a)(11) | Form of Agreement evidencing a grant of Nonqualified Stock Options (subject to vesting) to Executive Officers under the Stock Award Plan (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on January 4, 2005).* |
| (10)(a)(12) | Form of Agreement evidencing a grant of Nonqualified Stock Options (immediately exercisable) to Executive Officers under the Stock Award Plan (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the Commission on January 4, 2005).* |
| (10)(b)(1) | Lease, dated as of November 1, 1991, between Forest City Jay Street Associates and The Bear Stearns Companies Inc. with respect to the premises located at One MetroTech Center, Brooklyn, New York (incorporated by reference to Exhibit (10)(b)(1) to the registrant’s Annual Report on Form 10-K for its fiscal year ended June 30, 1992). |
| (10)(b)(2) | First Amendment to Lease, dated December 20, 1999, between Forest City Jay Street Associates, L.P. and The Bear Stearns Companies Inc. with respect to the premises located at One MetroTech Center, Brooklyn, New York (incorporated by reference to Exhibit (10)(b)(2) to the registrant’s Annual Report on Form 10-K for its fiscal year ended November 30, 2001). |
| (10)(b)(3) | Second Amendment to Lease, dated April 23, 2003, between Forest City Jay Street Associates, L.P. and The Bear Stearns Companies Inc. with respect to the premises located at One MetroTech Center, Brooklyn, New York (incorporated by reference to Exhibit (10)(b)(3) to the registrant’s Annual Report on Form 10-K for its fiscal year ended November 30, 2003). |
| (11) | Statement regarding: computation of per share earnings. (The calculation of per share earnings is in Part II, Item 8, Note 11 to the Consolidated Financial Statements (Earnings Per Share) and is omitted here in accordance with Section (b)(11) of Item 601 of Regulation S-K). |
| (12) | Statement regarding: computation of ratio of earnings to fixed charges and combined fixed charges and preferred stock dividends. |
| (13) + | 2005 Annual Report to Stockholders (only those portions expressly incorporated by reference herein shall be deemed filed with the Commission). |
| (14) | Code of Business Conduct and Ethics. |
| (21) | Subsidiaries of the registrant. |
| (23) + | Consent of Deloitte & Touche LLP. |
| (31.1) + | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| (31.2) + | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| (32.1) + | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| (32.2) + | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* Executive Compensation Plans and Arrangements
+ Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 22nd day of February 2006.
THE BEAR STEARNS COMPANIES INC.
(Registrant)
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By: /s/ SAMUEL L. MOLINARO JR.
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