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): February 23, 2005
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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 Number)
incorporation)
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.
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Filed herewith are copies of:
(a) Form of Medium-Term Note, Series B (1.5 Year Notes Linked to the Dow
Jones-AIG Commodity Index(SM) Due August 28, 2006).
(b) Opinion of Cadwalader, Wickersham & Taft LLP as to certain federal
income tax consequences described in the Pricing Supplement, dated
February 23, 2005, to the Prospectus Supplement and the Prospectus,
each dated February 2, 2005, included in the Registration Statement
on Form S-3 filed by the Company (Registration No. 121744).
(c) Consent of Cadwalader, Wickersham & Taft LLP.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits:
The following exhibits are incorporated by reference into the
Registration Statement on Form S-3 (Registration No. 333-121744) as
exhibits to such Registration Statement:
4(b)(20) Form of Medium-Term Note, Series B (1.5 Year Notes Linked
to the Dow Jones-AIG Commodity Index(SM) Due August 28,
2006).
8(a) Opinion of Cadwalader, Wickersham & Taft LLP as to certain
federal income tax consequences.
23(c) Consent of Cadwalader, Wickersham & Taft LLP (Included in
Exhibit 8(a)).
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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 28, 2005
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THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
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Exhibit No. Description
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4(b)(20) Form of Medium-Term Note, Series B (1.5 Year Notes Linked to the
Dow Jones-AIG Commodity Index(SM) Due August 28, 2006).
8(a) Opinion of Cadwalader, Wickersham & Taft LLP as to certain
federal income tax consequences.
23(c) Consent of Cadwalader, Wickersham & Taft LLP (Included in
Exhibit 8(a)).
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