Filed by The Bear Stearns Companies Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Subject Company: The Bear Stearns Companies Inc.
(Commission File No. 001-8989)
Certain statements contained in this filing are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties, which could
cause actual results to differ materially from those discussed in the
forward-looking statements. The following factors, among others, could cause
actual results to differ from those set forth in the forward-looking statements:
the ability to obtain governmental and self-regulatory organization approvals of
the merger on the proposed terms and schedule and any changes to regulatory
agencies' outlook on, responses to and actions and commitments taken in
connection with the merger and the agreements and arrangements related thereto.
For a discussion of the additional risks and uncertainties that may affect Bear
Stearns' future results, please see: (1) "Risk Factors" in Bear Stearns' Annual
Report on Form 10-K for the year ended November 30, 2007 and "Risk Management"
filed as Exhibit 13 to Bear Stearns' Annual Report on Form 10-K for the year
ended November 30, 2007; (2) similar sections of Bear Stearns' quarterly reports
on Form 10-Q, which have been filed with the Securities and Exchange Commission
("SEC"); and (3) "Management's Discussion and Analysis of Financial Condition
and Results of Operations" filed as an Exhibit to Bear Stearns' Current Report
on Form 8-K filed with the SEC on April 11, 2008.
Additional Information
In connection with the proposed merger, on April 11, 2008, JPMorgan Chase & Co.
filed with the SEC a Registration Statement on Form S-4 that included a
preliminary proxy statement of Bear Stearns that also constitutes a preliminary
prospectus of JPMorgan Chase. On April 24 and 25, 2008, JPMorgan Chase filed
with the SEC amendments to the Registration Statement on Form S-4. Bear Stearns
will mail the definitive proxy statement/prospectus to its stockholders.
JPMorgan Chase and Bear Stearns urge investors and security holders to read the
proxy statement/prospectus regarding the proposed merger because it contains
important information. You may obtain these documents, free of charge, from Bear
Stearns' website (www.bearstearns.com) under the heading "Investor Relations"
and then under the tab "SEC Filings." You may also obtain these documents, free
of charge, from JPMorgan Chase's website (www.jpmorganchase.com) under the tab
"Investor Relations" and then under the heading "Financial Information" then
under the item "SEC Filings". You may also obtain copies of all documents filed
with the SEC regarding this transaction, free of charge, at the SEC's website
(www.sec.gov).
Participants in the Solicitation
Bear Stearns, JPMorgan Chase and their respective directors, executive officers
and certain other members of management and employees may be soliciting proxies
from Bear Stearns stockholders in favor of the merger. Information regarding the
persons who may, under the rules of the SEC, be deemed participants in the
solicitation of the Bear Stearns stockholders in connection with the proposed
merger is set forth in the proxy statement/prospectus. You can find information
about Bear Stearns' executive officers and directors in its Annual Report on
Form 10-K/A for the year ended November 30, 2007 filed with the SEC on March 31,
2008. You can find information about JPMorgan Chase's executive officers and
directors in its definitive proxy statement filed with the SEC on March 31,
2008. You can obtain free copies of these documents from JPMorgan Chase and Bear
Stearns as set forth above.
* * *
[The following is a press release issued by The Bear Stearns Companies Inc.]
Bear Stearns
Bear Stearns Announces Special Stockholder Meeting
New York, April 28, 2008 - The Bear Stearns Companies Inc. (NYSE: BSC) today
announced that a special shareholders meeting will be held on Thursday, May 29,
2008, to consider approval and adoption of the agreement and plan of merger
between Bear Stearns and JPMorgan Chase & Co. dated March 16, 2008, as amended.
Stockholders of record at the close of business on April 18, 2008, will be
entitled to notice of, and to vote at, the special meeting. The special meeting
will be held at Bear Stearns' global headquarters located at 383 Madison Avenue,
2nd Floor, New York, New York at 10:00 a.m., local time.
The Bear Stearns Companies Inc. (NYSE: BSC) serves governments, corporations,
institutions and individuals worldwide. The company's core business lines
include institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services. For additional
information about Bear Stearns, please visit the firm's website at
www.bearstearns.com.
Certain statements contained in this release are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties, which could
cause actual results to differ materially from those discussed in the
forward-looking statements. The following factors, among others, could cause
actual results to differ from those set forth in the forward-looking statements:
the ability to obtain governmental and self-regulatory organization approvals of
the merger on the proposed terms and schedule and any changes to regulatory
agencies' outlook on, responses to and actions and commitments taken in
connection with the merger and the agreements and arrangements related thereto.
For a discussion of the additional risks and uncertainties that may affect Bear
Stearns' future results, please see: (1) "Risk Factors" in Bear Stearns' Annual
Report on Form 10-K for the year ended November 30, 2007, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Risk Management" filed as Exhibit 13 to Bear Stearns' Annual Report on Form
10-K for the year ended November 30, 2007; (2) similar sections of Bear Stearns'
quarterly reports on Form 10-Q, which have been filed with the Securities and
Exchange Commission ("SEC"); and (3) "Management's Discussion and Analysis of
Financial Condition and Results of Operations" filed as an Exhibit to Bear
Stearns' Current Report on Form 8-K filed with the SEC on April 11, 2008.
Additional Information
In connection with the proposed merger, on April 11, 2008, JPMorgan Chase & Co.
filed with the SEC a Registration Statement on Form S-4 that included a
preliminary proxy statement of Bear Stearns that also constitutes a preliminary
prospectus of JPMorgan Chase. On April 24 and 25, 2008, JPMorgan Chase filed
with the SEC amendments to the Registration Statement on Form S-4. Bear Stearns
will mail the definitive proxy statement/prospectus to its stockholders.
JPMorgan Chase and Bear Stearns urge investors and security holders to read the
proxy statement/prospectus regarding the proposed merger because it contains
important information. You may obtain these documents, free of charge, from Bear
Stearns' website (www.bearstearns.com) under the heading "Investor Relations"
and then under the tab "SEC Filings." You may also obtain these documents, free
of charge, from JPMorgan Chase's website (www.jpmorganchase.com) under the tab
"Investor Relations" and then under the heading "Financial Information" then
under the item "SEC Filings". You may also obtain copies of all documents filed
with the SEC regarding this transaction, free of charge, at the SEC's website
(www.sec.gov).
Participants in the Solicitation
Bear Stearns, JPMorgan Chase and their respective directors, executive officers
and certain other members of management and employees may be soliciting proxies
from Bear Stearns stockholders in favor of the merger. Information regarding the
persons who may, under the rules of the SEC, be deemed participants in the
solicitation of the Bear Stearns stockholders in connection with the proposed
merger is set forth in the proxy statement/prospectus. You can find information
about Bear Stearns' executive officers and directors in its Annual Report on
Form 10-K/A for the year ended November 30, 2007 filed with the SEC on March 31,
2008. You can find information about JPMorgan Chase's executive officers and
directors in its definitive proxy statement filed with the SEC on March 31,
2008. You can obtain free copies of these documents from JPMorgan Chase and Bear
Stearns as set forth above.
Contact: The Bear Stearns Companies Inc. Elizabeth Ventura, (212) 272-9251 or
Russell Sherman, (212) 272-5219