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): August 10, 2006
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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 (IRS Employer
jurisdiction of Number) 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.
Filed herewith are copies of:
(a) Opinion of Cadwalader, Wickersham & Taft LLP as to the
legality of the 5.50% Global Notes due 2011 and the Floating
Rate Global Notes due 2011 in each case to be issued by The
Bear Stearns Companies Inc. (the "Company").
(b) Opinion of Cadwalader, Wickersham & Taft LLP as to certain
federal income tax consequences described in the Prospectus
Supplement, dated August 10, 2006, to the Prospectus, dated
February 2, 2005, included in the Registration Statement on
Form S-3 filed by the Company (Registration No. 333-121744)
together with the Registration Statement on Form S-3
(Registration No. 333-136599) filed on August 14, 2006
pursuant to Rule 462(b).
(c) Consent of Cadwalader, Wickersham & Taft LLP.
Item 9.01 Financial Statements and Exhibits.
(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:
5(a) Opinion of Cadwalader, Wickersham & Taft LLP as to
legality of the 5.50% Global Notes due 2011 and the
Floating Rate Global Notes Due 2011 in each case to
be issued by the Company.
8(a) Opinion of Cadwalader, Wickersham & Taft LLP as to
certain federal income tax consequences (Included
in Exhibit 5(a)).
23(c) Consent of Cadwalader, Wickersham & Taft LLP
(Included in Exhibit 5(a)).
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: August 17, 2006
THE BEAR STEARNS COMPANIES INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
Exhibit No. Description
5(a) Opinion of Cadwalader, Wickersham & Taft LLP as to
legality of the 5.50% Global Notes due 2011 and the
Floating Rate Global Notes due 2011, in each case to be
issued by The Bear Stearns Companies Inc.
8(a) Opinion of Cadwalader, Wickersham & Taft LLP as to
certain federal income tax consequences (Included in
Exhibit 5(a)).
23(c) Consent of Cadwalader, Wickersham & Taft LLP (Included in
Exhibit 5(a)).