SEC Info  
   Home     Search     My Interests     Help     Sign In     Please Sign In  

Bear Stearns Companies Inc · DEFR14A · On 9/28/94 · DEF 14A

Filed On 9/28/94   ·   Accession Number 909518-94-165   ·   SEC File 1-08989

  in   Show  and 
Help... Wildcards:  ? (any letter),  * (many).  Logic:  for Docs:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).
 
  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 9/28/94  Bear Stearns Companies Inc        DEFR14A                1:99K                                    Weil Gotshal & Ma..04/FA

Revised Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     1994 Definitive Proxy Materials for Annual Meeting    35    179K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Alan C. Greenberg
6Security Ownership of Management
9Donald J. Harrington, C.M
10Donald R. Mullen, Jr
"E. John Rosenwald, Jr
11John C. Sites, Jr
15Executive Committee
"Audit Committee
"Compensation Committee
"Management and Compensation Committee
17Executive Compensation
"Compensation Committee Report
"Compensation Policies
18Pre-Tax Return on Equity
19Management Compensation Plan
21Equity Ownership and Capital Accumulation Plan
22Summary Compensation Table
24Performance Graph
"Comparison of Five Year Cumulative Total Return
31Proposed Amendments
34Item 1. Election of Directors:
"Item 2. Approval of Performance Goals in Restated Management Compensation Plan:
"Item 3. Approval of Amendments to Capital Accumulation Plan
DEF 14A1st Page of 35TOCTopPreviousNextBottomJust 1st
 

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------- (Amendment No. ___) [x] Filed by the Registrant [_] Filed by a Party other than the Registrant Check the appropriate box: [_] Preliminary Proxy Statement [x] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 THE BEAR STEARNS COMPANIES INC. --------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) --------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) PAYMENT OF FILING FEE (Check the appropriate box): [x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a- 6(i)(2). [_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: * 4) Proposed maximum aggregate value of transaction: * Set forth the amount on which the filing fee is calculated and state how it was determined. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: $ 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: [_] Filing Fee of $__________________ was previously paid on ____________ __, 199_, the date the Preliminary Proxy Statement was filed.
DEF 14A2nd Page of 35TOC1stPreviousNextBottomJust 2nd
THE BEAR STEARNS COMPANIES INC. 245 PARK AVENUE NEW YORK, NEW YORK 10167 -------------- To Our Stockholders: You are cordially invited to attend the 1994 Annual Meeting of Stockholders, which will be held on Monday, October 24, 1994, at 5:00 P.M., New York City time, in the Bear Stearns Auditorium, 245 Park Avenue, 5th Floor, New York, New York. At the meeting, we will be reporting to you on your Company's current operations and outlook. Stockholders will elect directors of the Company and transact such other items of business as are listed in the Notice of Annual Meeting and more fully described in the Proxy Statement which follows. The Board of Directors and management hope that many of you will be able to attend the meeting in person. The formal Notice of Annual Meeting and the Proxy Statement follow. It is important that your shares be represented and voted at the meeting, regardless of the size of your holdings. Accordingly, please mark, sign and date the enclosed Proxy and return it promptly in the enclosed envelope to ensure that your shares will be represented. If you do attend the Annual Meeting, you may, of course, withdraw your Proxy should you wish to vote in person. Sincerely yours, Alan C. Greenberg Chairman of the Board September 28, 1994
DEF 14A3rd Page of 35TOC1stPreviousNextBottomJust 3rd
THE BEAR STEARNS COMPANIES INC. 245 PARK AVENUE NEW YORK, NEW YORK 10167 -------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 24, 1994 -------------- To the Stockholders of THE BEAR STEARNS COMPANIES INC.: The Annual Meeting of Stockholders of The Bear Stearns Companies Inc., a Delaware corporation (the "Company"), will be held on Monday, October 24, 1994, at 5:00 P.M., New York City time, in the Bear Stearns Auditorium, 245 Park Avenue, 5th Floor, New York, New York, for the following purposes: 1. To elect thirty-nine directors to serve until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified. 2. To approve the performance goals contained in The Bear Stearns Companies Inc. Amended and Restated Management Compensation Plan. 3. To approve amendments to The Bear Stearns Companies Inc. Capital Accumulation Plan for Senior Managing Directors. 4. To transact such other business as may properly be brought before the meeting and any adjournments or postponements thereof. Holders of record of Common Stock, par value $1.00 per share, of the Company at the close of business on September 15, 1994, will be entitled to notice of and to vote on all matters presented at the meeting and at any adjournments or postponements thereof. By order of the Board of Directors Kenneth L. Edlow, Secretary September 28, 1994 STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU ATTEND THE MEETING.
DEF 14A4th Page of 35TOC1stPreviousNextBottomJust 4th
THE BEAR STEARNS COMPANIES INC. 245 PARK AVENUE NEW YORK, NEW YORK 10167 -------------- PROXY STATEMENT -------------- ANNUAL MEETING OF STOCKHOLDERS OCTOBER 24, 1994 -------------- This Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders and form of proxy are being furnished to the common stockholders of The Bear Stearns Companies Inc. (the "Company") in connection with the solicitation of proxies by the Board of Directors of the Company (the "Board of Directors") for use at the 1994 Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held in the Bear Stearns Auditorium, 245 Park Avenue, 5th Floor, New York, New York, on Monday, October 24, 1994, at 5:00 P.M., New York City time, and at any adjournments or postponements thereof. These proxy materials are being mailed on or about September 28, 1994, to holders of record on September 15, 1994, of the Company's Common Stock, par value $1.00 per share ("Common Stock"). A proxy may be revoked by a stockholder prior to its exercise in any of three ways: by written notice to the Secretary of the Company; by submission of another proxy bearing a later date; or by voting in person at the Annual Meeting. Revocation by notice to the Secretary of the Company or by submission of a later proxy will not affect a vote on any matter which is taken prior to the receipt of the notice or later proxy by the Company. The mere presence at the Annual Meeting of the stockholder appointing the proxy will not revoke the appointment. If not revoked, the proxy will be voted at the Annual Meeting in accordance with the instructions indicated on the proxy by the stockholder or, if no instructions are indicated, will be voted FOR the slate of directors described herein, FOR the approval of the performance goals contained in The Bear Stearns Companies Inc. Management Compensation Plan (as amended and restated as of July 1, 1994) (the "Restated Management Compensation Plan") as described herein, FOR the approval of amendments to The Bear Stearns Companies Inc. Capital Accumulation Plan for Senior Managing Directors (the "Capital Accumulation Plan") as described herein, and, as to any other matter of business that may be brought before the Annual Meeting, in accordance with the judgment of the person or persons voting on the matter. The Company has adopted a policy of encouraging stockholder participation in corporate governance by ensuring the confidentiality of stockholder votes. The Company has designated an independent third party, Chemical Bank, which is the Company's transfer agent, to receive and to tabulate stockholder proxy votes. The manner in which any stockholder votes on any particular issue will be kept confidential and will not be disclosed to the Company or any of its officers or employees except (i) where disclosure is required by applicable law, (ii) where a stockholder expressly requests disclosure and (iii) where the Company concludes in good faith that a bona fide dispute exists as to the authenticity of one or more proxies, ballots or votes, or as to the accuracy of any tabulation of such proxies, ballots or votes. However, aggregate vote totals may be disclosed to the Company from time to time and publicly announced at the Annual Meeting. The policy of ensuring confidentiality of stockholder votes will also apply to shares of Common Stock held in customer accounts at the Company's subsidiary, Bear, Stearns Securities Corp. Holders of Common Stock whose shares are held in such accounts will be requested to give instructions with respect to the manner in which their shares are to be voted to Automatic Data Processing, Inc., which has been directed not to disclose such instructions to the Company. NYFS04...:\25\22625\0110\7120\PRX72794.S5I
DEF 14A5th Page of 35TOC1stPreviousNextBottomJust 5th
This solicitation is being made by the Company. All expenses of the Company in connection with this solicitation will be borne by the Company. In addition to solicitation by mail, proxies may be solicited by directors, officers and other employees of the Company, by telephone, in person or otherwise, without additional compensation. The Company also will request that brokerage firms, nominees, custodians and fiduciaries forward proxy materials to the beneficial owners of shares held of record by such persons and will reimburse such persons and the Company's transfer agent for reasonable out-of-pocket expenses incurred by them in forwarding such materials. THE COMPANY The Company was incorporated under the laws of the State of Delaware on August 21, 1985. The Company succeeded to the business of Bear, Stearns & Co., a New York limited partnership (the "Partnership"), on October 29, 1985. As used in this Proxy Statement, all references to "Bear Stearns" and "BSSC" are to Bear, Stearns & Co. Inc., and Bear, Stearns Securities Corp., respectively, the principal subsidiaries of the Company. VOTING SECURITIES Holders of record of Common Stock at the close of business on September 15, 1994 are entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof. Each outstanding share of Common Stock entitles the holder thereof to one vote. On September 15, 1994, 112,189,819 shares of Common Stock were outstanding. The presence in person or by proxy at the Annual Meeting of the holders of a majority of such shares shall constitute a quorum. Assuming the presence of a quorum at the Annual Meeting, the affirmative vote of a plurality of the votes cast by holders of shares of Common Stock is required for the election of directors. The affirmative vote of a majority of the shares of Common Stock represented at the meeting and entitled to vote on each matter is required for the approval of the performance goals contained in the Restated Management Compensation Plan and the approval of the amendments to the Capital Accumulation Plan. An abstention with respect to any proposal will be counted as present for purposes of determining the existence of a quorum but will have the practical effect of a negative vote as to that proposal. Brokers (other than Bear Stearns and BSSC) that do not receive a stockholder's instructions are entitled to vote on the election of directors. The New York Stock Exchange (the "NYSE") determines whether brokers that do not receive instructions will be entitled to vote on the other proposals contained in this Proxy Statement. Under the rules of the NYSE, if Bear Stearns and BSSC do not receive a stockholder's instructions and other brokers are entitled to vote on a proposal, Bear Stearns and BSSC are entitled to vote such shares only in the same proportion as the shares represented by all votes cast with respect to such proposal. In the event of a broker non-vote with respect to any proposal coming before the meeting, due to the absence of authorization by the beneficial owner to vote on that issue, the proxy will be counted as present for purpose of determining the existence of a quorum, but will not be deemed present and entitled to vote on that proposal for purpose of determining the total number of shares of which a majority is required for adoption. The Company is not aware of any person or group of persons who are the beneficial owners of more than 5% of the Company's outstanding Common Stock as of September 1, 1994.
DEF 14A6th Page of 35TOC1stPreviousNextBottomJust 6th
SECURITY OWNERSHIP OF MANAGEMENT The following information with respect to the outstanding shares of Common Stock beneficially owned by each director (which includes the executive officers named in the Summary Compensation Table under "Executive Compensation") and nominee for director of the Company, and all directors, nominees and executive officers of the Company as a group, is furnished as of September 1, 1994. Also set forth below as of such date is certain information with respect to the number of shares of Common Stock represented by CAP Units (as hereinafter defined) credited to the accounts of such persons pursuant to the Capital Accumulation Plan (notwithstanding that shares underlying CAP Units are not deemed to be beneficially owned because the named persons have neither the present ability to direct the vote nor the ability to dispose of such shares and will not have such rights within the next 60 days). [Enlarge/Download Table] PERCENTAGE OF AMOUNT PERCENT OF OUTSTANDING AND NATURE COMMON STOCK COMMON STOCK COMMON STOCK OF BENEFICIAL BENEFICIALLY REPRESENTED AND CAP UNITS NAME AND ADDRESS (1) OWNERSHIP (2)(3)(4) OWNED BY CAP UNITS COMBINED --------------------- ------------------- ------------ ------------ -------------- E. Garrett Bewkes, III . . . . 205,083 (4) -- (4) Denis A. Bovin . . . . . . . . 1,157 (4) 122,951 (4) James E. Cayne (5) . . . . . . 3,475,875 3.10% 887,487 3.89% Peter Cherasia . . . . . . . . 79,052 (4) 162,626 (4) Stephen M. Cunningham . . . . . 34,088 (4) 77,588 (4) Michael R. Dabney . . . . . . . 52,991 (4) 39,061 (4) Peter M. Drittel . . . . . . . 2,220 (4) 76,525 (4) Kevin J. Finnerty . . . . . . . 66,156 (4) 311,192 (4) Grace J. Fippinger . . . . . . 3,978 (4) -- (4) Carl D. Glickman (6) . . . . . 340,133 (4) -- (4) Thomas R. Green . . . . . . . . 50,617 (4) -- (4) Alan C. Greenberg . . . . . . . 1,497,482 1.33% 462,892 1.75% Donald J. Harrington, C.M. . . 210 (4) -- (4) Richard Harriton . . . . . . . 151,538 (4) 118,393 (4) Nancy E. Havens-Hasty (7) . . . 129,791 (4) 171,739 (4) Jonathan Ilany . . . . . . . . 192,274 (4) 431,534 (4) Daniel L. Keating (8) . . . . . 176,967 (4) 71,205 (4) John W. Kluge . . . . . . . . . 30,387 (4) -- (4) David A. Liebowitz . . . . . . 102,066 (4) 401,100 (4) Bruce M. Lisman . . . . . . . . 195,551 (4) 89,346 (4) Matthew J. Mancuso . . . . . . 140,531 (4) 231,175 (4) Vincent J. Mattone (9) . . . . 1,506,151 1.34% 454,729 1.75% Michael Minikes (10) . . . . . 459,817 (4) 240,065 (4) William J. Montgoris . . . . . 264,275 (4) 103,345 (4) Donald R. Mullen, Jr. . . . . . 57,422 (4) 168,605 (4) Frank T. Nickell . . . . . . . 26,250 (4) -- (4) Craig M. Overlander . . . . . . 53,932 (4) 170,551 (4) Stephen E. Raphael . . . . . . 1,508 (4) 38,950 (4) Jeffrey P. Reich . . . . . . . 6,832 (4) 567,267 (4) R. Blaine Roberts (11) . . . . 164,162 (4) 184,665 (4) E. John Rosenwald, Jr. (12) . . 477,970 (4) 10,783 (4) Frederic V. Salerno . . . . . . 315 (4) -- (4) Alan D. Schwartz . . . . . . . 1,062,305 (4) 529,883 1.42% John C. Sites, Jr . . . . . . . 819,733 (4) 912,864 1.54% Warren J. Spector . . . . . . . 454,255 (4) 935,593 1.24% Robert M. Steinberg (13) . . . 1,318,345 1.18% 119,513 1.28% Michael L. Tarnopol . . . . . . 1,160,664 1.03% 392,818 1.38% Fred Wilpon . . . . . . . . . . 1,050 (4) -- (4) Uzi Zucker . . . . . . . . . . 488,219 (4) 30,443 (4) All directors, nominees and executive officers as a group (43 individuals) . . . 15,855,297 14.13% 8,566,937 21.77% (Footnotes on following page)
DEF 14A7th Page of 35TOC1stPreviousNextBottomJust 7th
<FN> --------------------- (1) The address in each case is 245 Park Avenue, New York, New York 10167. (2) Nature of beneficial ownership is sole voting and investment power except as indicated in subsequent notes. Includes an aggregate of 14,297 shares of Common Stock owned by directors, nominees and executive officers through The Bear Stearns Companies Inc. Employee Stock Ownership Plans (the "ESOPs"). Shares owned by the ESOPs that are allocated to employees' accounts are voted on a "pass through" basis by the employees to whose accounts such shares are allocated. Shares not allocated to employees' accounts and allocated shares for which voting directions have not been received are voted by the trustee of the ESOPs in proportion to the manner in which allocated shares are directed to be voted by the employees. (3) Does not include shares underlying CAP Units credited under the Capital Accumulation Plan, except for 129,799 and 12,970 shares expected to be distributed to Messrs. Bewkes and Rosenwald, respectively, in October 1994. Includes the maximum number of shares subject to purchase within 60 days of September 1, 1994 upon the exercise of stock options under The Bear Stearns Companies Inc. 1985 Stock Option Plan and shares underlying Earnings Units credited under The Bear Stearns Companies Inc. Performance Unit Plan For Senior Managing Directors, as follows: James E. Cayne, 85,319 stock options and 30,215 Earnings Units; Peter Cherasia, 4,808 Earnings Units; Stephen M. Cunningham, 2,149 Earnings Units; Michael R. Dabney, 2,743 Earnings Units; Peter M. Drittel, 2,220 Earnings Units; Kevin J. Finnerty, 5,960 Earnings Units; Alan C. Greenberg, 85,319 stock options and 17,942 Earnings Units; Richard Harriton, 7,439 Earnings Units; Nancy E. Havens-Hasty, 8,239 Earnings Units; Jonathan Ilany, 30,756 stock options and 11,269 Earnings Units; Daniel L. Keating, 3,106 Earnings Units; David A. Liebowitz, 20,868 stock options and 7,531 Earnings Units; Bruce M. Lisman, 17,571 stock options and 5,175 Earnings Units; Matthew J. Mancuso, 48,331 stock options and 6,691 Earnings Units; Vincent J. Mattone, 73,272 stock options and 16,314 Earnings Units; Michael Minikes, 5,885 Earnings Units; William J. Montgoris, 8,787 stock options and 6,991 Earnings Units; Donald R. Mullen, Jr., 3,662 Earnings Units; Craig M. Overlander, 3,723 Earnings Units; Jeffrey P. Reich, 6,832 Earnings Units; R. Blaine Roberts, 9,871 Earnings Units; Alan D. Schwartz, 63,712 stock options and 18,256 Earnings Units; John C. Sites, Jr., 23,131 Earnings Units; Warren J. Spector, 75,247 stock options and 25,346 Earnings Units; Robert M. Steinberg, 71,551 stock options and 4,770 Earnings Units; Michael L. Tarnopol, 74,579 stock options and 10,994 Earnings Units; Uzi Zucker, 85,319 stock options and 2,887 Earnings Units; and all directors, nominees and executive officers as a group (43 individuals), 740,631 stock options and 260,926 Earnings Units. (4) Less than one percent. (5) Does not include 11,576 shares of Common Stock owned by Mr. Cayne's wife, as to which Mr. Cayne disclaims beneficial ownership. Does not include 230,856 shares of Common Stock held by a trust established for Mr. Cayne's children, as to which shares Mr. Cayne disclaims beneficial ownership. (6) Includes 25,649 shares of Common Stock held by a trust established for Mr. Glickman's children with respect to which Mr. Glickman acts as trustee but as to which shares he disclaims beneficial ownership. Does not include 2,687 shares of Common Stock owned by Mr. Glickman's wife, as to which shares Mr. Glickman disclaims beneficial ownership. (7) Does not include 352 shares of Common Stock owned by Ms. Havens- Hasty's husband, as to which shares Ms. Havens-Hasty disclaims beneficial ownership. (8) Includes 1,698 shares of Common Stock held by Mr. Keating as custodian for his children.
DEF 14A8th Page of 35TOC1stPreviousNextBottomJust 8th
(9) Does not include 1,405 shares of Common Stock owned by Mr. Mattone's wife, as to which shares Mr. Mattone disclaims beneficial ownership. (10) Does not include 1,399 shares of Common Stock owned by Mr. Minikes' wife, as to which shares Mr. Minikes disclaims beneficial ownership. Does not include 2,205 shares of Common Stock owned by Mr. Minikes' children, as to which shares Mr. Minikes disclaims beneficial ownership. Does not include 36,344 shares of Common Stock held by a trust established for Mr. Minikes' children with respect to which Mr. Minikes' wife acts as trustee and as to which shares Mr. Minikes disclaims beneficial ownership. (11) Does not include 261 shares of Common Stock owned by Mr. Roberts' wife, as to which shares Mr. Roberts disclaims beneficial ownership. (12) Does not include 838 shares of Common Stock owned by Mr. Rosenwald's wife, as to which shares Mr. Rosenwald disclaims beneficial ownership. (13) Does not include 70,810 shares of Common Stock held by a trust established for Mr. Steinberg's children with respect to which Mr. Steinberg's wife acts as trustee and as to which shares Mr. Steinberg disclaims beneficial ownership.
I. ELECTION OF DIRECTORS The Board of Directors has nominated and recommends the election of each of the nominees set forth below as a director of the Company to serve until the next Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. Each nominee is currently a director of the Company except Messrs. Cunningham, Drittel, Overlander, Raphael and Reich. Each nominee who is elected or re-elected to the Board of Directors will hold office until the next Annual Meeting of Stockholders, in accordance with the By-laws of the Company. Should any nominee become unable or unwilling to accept nomination or election, it is intended that the persons named in the enclosed proxy will vote the shares that they represent for the election of a substitute nominee designated by the Board of Directors, unless the Board of Directors reduces the number of directors. At present, it is anticipated that each nominee will be a candidate. The affirmative vote of a plurality of the votes cast by holders of shares of Common Stock is required for the election of directors.
DEF 14A9th Page of 35TOC1stPreviousNextBottomJust 9th
[Enlarge/Download Table] YEAR FIRST ELECTED TO AGE AS OF SERVE AS SEPTEMBER 15, PRINCIPAL OCCUPATION DIRECTOR OF NAME 1994 AND DIRECTORSHIPS HELD THE COMPANY ---- --------------- ---------------------- ----------- E. Garrett Bewkes, III . . . . 43 Member of Management Committee, 1989 Investcorp International, Inc.; Director, Color Tile, Inc. and Tatham Offshore, Inc. Denis A. Bovin . . . . . . . . 46 Senior Managing Director of Bear 1992 Stearns James E. Cayne . . . . . . . . 60 President and Chief Executive Officer 1985 of the Company and Bear Stearns, member of the Executive Committee (as hereinafter defined) and Chairman of the Management and Compensation Committee (as hereafter defined) Peter Cherasia . . . . . . . . 35 Senior Managing Director of Bear 1993 Stearns Stephen M. Cunningham . . . . . 40 Senior Managing Director of Bear Nominee Stearns Michael R. Dabney . . . . . . . 48 Senior Managing Director of Bear 1989 Stearns; Director, United States Leather, Inc. Peter M. Drittel . . . . . . . 35 Senior Managing Director of Bear Nominee Stearns Kevin J. Finnerty . . . . . . . 40 Senior Managing Director of Bear 1993 Stearns Grace J. Fippinger . . . . . . 66 Former Vice President and Treasurer of 1985 NYNEX Corp; Director, Pfizer Inc. and Connecticut Mutual Life Insurance Company Carl D. Glickman . . . . . . . 68 Private Investor; Director, Alliance 1985 Tire Company (1992) Ltd., Andal Corporation, Continental Health Affiliates, Inc., Franklin Holdings, Inc., Infutech, Inc., Jerusalem Economic Corporation Ltd., Latin American Gold, Inc. and Lexington Corporate Properties, Inc. Thomas R. Green . . . . . . . . 60 Attorney in Private Practice 1991 Alan C. Greenberg . . . . . . . 67 Chairman of the Board of the Company 1985 and Bear Stearns and Chairman of the Executive Committee; Director, Petrie Stores Inc. Donald J. Harrington, C.M. . . 48 President, St. Johns University; 1993 Director, The Reserve Fund, Reserve Institutional Trust, Reserve Tax- Exempt Trust, Reserve New York Tax- Exempt Trust and Reserve Special Portfolios Trust Richard Harriton . . . . . . . 59 Senior Managing Director of Bear 1989 Stearns
DEF 14A10th Page of 35TOC1stPreviousNextBottomJust 10th
YEAR FIRST ELECTED TO AGE AS OF SERVE AS SEPTEMBER 15, PRINCIPAL OCCUPATION DIRECTOR OF NAME 1994 AND DIRECTORSHIPS HELD THE COMPANY ---- --------------- ---------------------- ----------- Nancy E. Havens-Hasty . . . . . 49 Senior Managing Director of Bear 1992 Stearns Jonathan Ilany . . . . . . . . 41 Senior Managing Director of Bear 1990 Stearns Daniel L. Keating . . . . . . . 44 Senior Managing Director of Bear 1992 Stearns John W. Kluge . . . . . . . . . 79 Chairman and President of Metromedia 1985 Company; Director, Belding Heminway Co., Inc., Occidental Petroleum Corp., Orion Pictures L.D.D.S. Communications, Inc. and Ponderosa Inc. David A. Liebowitz . . . . . . 35 Senior Managing Director of Bear 1992 Stearns Bruce M. Lisman . . . . . . . . 47 Senior Managing Director of Bear 1991 Stearns Matthew J. Mancuso . . . . . . 44 Senior Managing Director of Bear 1990 Stearns Vincent J. Mattone . . . . . . 49 Executive Vice President of the 1985 Company and Bear Stearns and member of the Executive Committee Michael Minikes . . . . . . . . 51 Treasurer of the Company and Bear 1989 Stearns; Director, Depository Trust Company William J. Montgoris . . . . . 47 Chief Operating Officer and Chief 1989 Financial Officer of the Company and Bear Stearns and member of the Management and Compensation Committee Donald R. Mullen, Jr. . . . . . 36 Senior Managing Director of Bear 1993 Stearns and member of the Management and Compensation Committee Frank T. Nickell . . . . . . . 47 President, Kelso & Company, Inc.; 1993 Director, American Standard Inc., Club Car, Inc. and Earle M. Jorgensen Company Craig M. Overlander . . . . . . 34 Senior Managing Director of Bear Nominee Stearns Stephen E. Raphael . . . . . . 49 Senior Managing Director of Bear Nominee Stearns Jeffrey P. Reich . . . . . . . 36 Senior Managing Director of Bear Nominee Stearns R. Blaine Roberts . . . . . . . 50 Senior Managing Director of Bear 1991 Stearns E. John Rosenwald, Jr. . . . . 64 Vice Chairman of the Board of the 1985 Company and Senior Managing Director of Bear Stearns; Director, Frequency Electronics, Inc. and Hasbro, Inc.
DEF 14A11th Page of 35TOC1stPreviousNextBottomJust 11th
YEAR FIRST ELECTED TO AGE AS OF SERVE AS SEPTEMBER 15, PRINCIPAL OCCUPATION DIRECTOR OF NAME 1994 AND DIRECTORSHIPS HELD THE COMPANY ---- --------------- ---------------------- ----------- Frederic V. Salerno . . . . . . 51 Vice Chairman of the Board and 1992 Director of NYNEX Corp; Chairman of the Board of the State University of New York; Director, Avnet, Inc. and Viacom, Inc. Alan D. Schwartz . . . . . . . 44 Executive Vice President of the 1987 Company and Bear Stearns and member of the Executive Committee and the Management and Compensation Committee; Director, Daka International, Inc. and Protein Databases, Inc. John C. Sites, Jr. . . . . . . 42 Executive Vice President of the 1987 Company and Bear Stearns and member of the Executive Committee and the Management and Compensation Committee Warren J. Spector . . . . . . . 36 Executive Vice President of the 1990 Company and Bear Stearns and member of the Executive Committee and the Management and Compensation Committee Robert M. Steinberg . . . . . . 49 Senior Managing Director of Bear 1985 Stearns and member of the Management and Compensation Committee Michael L. Tarnopol . . . . . . 58 Executive Vice President of the 1985 Company and Bear Stearns and member of the Executive Committee; Director, The Leslie Fay Companies, Inc. Fred Wilpon . . . . . . . . . . 58 Chairman of the Board of Directors of 1993 Sterling Equities, Inc.; President and Chief Executive Officer of the New York Mets Uzi Zucker . . . . . . . . . . 58 Senior Managing Director of Bear 1985 Stearns; In the United States, Director of Carnival Cruise Lines, Inc., Conair Corporation and Titan Pharmaceuticals Inc.; In Israel, Chairman of the Board of Alliance Tire Company (1992) Ltd.; and Director of The Jerusalem Economic Corporation Ltd., Industrial Buildings Corp. Ltd., Tnuport Ltd. and Mivnat Ltd.
DEF 14A12th Page of 35TOC1stPreviousNextBottomJust 12th
Except as indicated below, each of the executive officers of the Company, and each of the directors or director nominees of the Company who is also a Senior Managing Director of Bear Stearns, has been a Senior Managing Director of Bear Stearns for more than the past five years. Mr. Bewkes has been a member of the Management Committee of Investcorp International Inc. since March 1994. Prior thereto, Mr. Bewkes was a Senior Managing Director of Bear Stearns. Mr. Bovin has been a Senior Managing Director of Bear Stearns and has been involved in the management of Bear Stearns' Investment Banking Division since February 1992. Mr. Bovin is Vice Chairman of the Investment Banking Division of Bear Stearns and a member of its Investment Banking Policy Committee. Prior to joining Bear Stearns, Mr. Bovin was a managing director of Salomon Brothers Inc. Mr. Cayne has been Chief Executive Officer of the Company and Bear Stearns since July 1993. Mr. Cayne has been President of the Company for more than the past five years. Mr. Cherasia has been a member of the Financial Analytics and Structural Transactions Group of Bear Stearns (previously known as Government Bond Research) for more than the past five years and currently shares responsibility for such department. Mr. Cherasia became a Senior Managing Director of Bear Stearns in July 1990 and previously was a Managing Director of Bear Stearns. Mr. Cunningham has been co-head of Bear Stearns' Emerging Markets Group for more than the past five years and is a member of Bear Stearns' Investment Banking Policy Committee. Mr. Cunningham has been a Senior Managing Director of Bear Stearns since July 1990 and was a Managing Director of Bear Stearns prior thereto. Mr. Dabney has directed Bear Stearns' Principal Activities Group for more than the past five years. Mr. Drittel has been co-head of Bear Stearns' Emerging Markets Group for more than the past five years. Mr. Drittel has been a Senior Managing Director of Bear Stearns since July 1990 and was a Managing Director of Bear Stearns prior thereto. Mr. Finnerty has been involved in the management of Bear Stearns' Mortgage Department for more than the past five years. Ms. Fippinger was Vice President, Treasurer and Secretary of NYNEX Corp. from January 1984 to January 1991 and currently serves as a director of Pfizer Inc. and Connecticut Mutual Life Insurance Company. Mr. Glickman has been a private investor for more than the past five years. Mr. Green has been an attorney in private practice for more than the past five years. Mr. Green has also been the president and a director of National States Insurance Company and National Real Estate Management Corporation for more than the past five years. Mr. Greenberg has been Chairman of the Board of the Company for more than the past five years. Mr. Greenberg was Chief Executive Officer of the Company and Bear Stearns from the Company's inception until July 1993. Father Harrington has been the President of St. Johns University since August 1989. Prior to that time, Father Harrington was President of Niagara University.
DEF 14A13th Page of 35TOC1stPreviousNextBottomJust 13th
Mr. Harriton has been in charge of the Company's correspondent clearing services (through BSSC since July 1, 1991 and previously through Bear Stearns) for more than the past five years. Mr. Harriton has been President of BSSC since its inception. Ms. Havens-Hasty has been co-head of Bear Stearns' High Yield/Bankruptcy Department since January 1991 and prior thereto was head of Bear Stearns' Bankruptcy Department. Mr. Ilany has been involved in the management of Bear Stearns' Mortgage Department for more than the past five years. Mr. Keating has been head of Bear Stearns' Municipal Bond Department and co-head of Bear Stearns' Public Finance Department for more than the past five years. Mr. Kluge has been Chairman and President of Metromedia Company for more than the past five years. Mr. Liebowitz has directed Bear Stearns' Convertible Securities Group for more than the past five years. Mr. Lisman is head of the Institutional Equity Group of Bear Stearns and has been head or co-head such Group for more than the past five years. Mr. Mancuso has been a member of Bear Stearns' Fixed Income Department for more than the past five years. Mr. Mancuso directs Bear Stearns' Fixed Income Sales Department nationally and internationally. Mr. Mattone has been an Executive Vice President of the Company and a member of Bear Stearns' Government Bond Department, Mortgage Department and Corporate Bond Department for more than the past five years. Mr. Mattone is a member of the group that is responsible for all fixed income activities of Bear Stearns. Mr. Minikes has been Treasurer of the Company for more than the past five years. Mr. Montgoris has been Chief Operating Officer of the Company and Bear Stearns since August 1993. Mr. Montgoris has been Chief Financial Officer of the Company and Bear Stearns for more than the past five years. Mr. Mullen has been co-head of Bear Stearns' High Yield/Bankruptcy Department since January 1991 and is a member of Bear Stearns' Investment Banking Policy Committee. Prior to joining Bear Stearns, Mr. Mullen was employed in the high yield areas of Salomon Brothers and Drexel Burnham Lambert, Inc. Mr. Nickell has been President of Kelso & Company, Inc., a privately held merchant banking firm, for more than the past five years. Mr. Overlander has been a member of Bear Stearns' Fixed Income Department for more than the past five years. Mr. Overlander is involved in the management of Bear Stearns' Fixed Income Sales Department. Mr. Raphael has been a member of Bear Stearns' Private Client Services Department for more than the past five years. Mr. Raphael has been a Senior Managing Director of Bear Stearns since July 1990 and was a Managing Director of Bear Stearns prior thereto.
DEF 14A14th Page of 35TOC1stPreviousNextBottomJust 14th
Mr. Reich has been a member of Bear Stearns' Mortgage Department for more than the past five years. Mr. Reich has been a Senior Managing Director of Bear Stearns since July 1990 and was a Managing Director of Bear Stearns prior thereto. Mr. Roberts shares responsibility for the Financial Analytics and Structured Transactions Group of Bear Stearns (previously known as Government Bond Research) and has shared responsibility or been responsible for such department for more than the past five years. Mr. Rosenwald has been the senior investment banker in Bear Stearns' Investment Banking Division for more than the past five years. Mr. Rosenwald was a member of the Executive Committee of the Board of Directors from September 1985 through August 1989 and has been Vice Chairman of the Board of Directors for more than the past five years. Mr. Salerno has been the Vice Chairman of the Board of NYNEX Corp. since March 1991. Prior to that time, Mr. Salerno was President and Chief Executive Officer of the New York Telephone Company. Mr. Schwartz has been involved in the management of Bear Stearns' Investment Banking Division for more than the past five years and is Chairman of its Investment Banking Policy Committee. Mr. Schwartz became an Executive Vice President of the Company in September 1989. Mr. Sites has been an Executive Vice President of the Company and has directed the Mortgage Department of Bear Stearns for more than the past five years. Mr. Sites is a member of the group that is responsible for all fixed income activities of Bear Stearns. Mr. Spector has been involved in the management of Bear Stearns' Mortgage Department for more than the past five years. Mr. Spector became an Executive Vice President of the Company in November 1992. Mr. Spector is a member of the group that is responsible for all fixed income activities of Bear Stearns. In addition, Mr. Spector is responsible for the Derivatives Department of Bear Stearns. Mr. Steinberg has directed Bear Stearns' Risk Arbitrage Department for more than the past five years. Mr. Steinberg has been Chairman of the Institutional Credit Committee of Bear Stearns since October 1992. Mr. Tarnopol has been an Executive Vice President of the Company and has been involved in the management of Bear Stearns' Investment Banking Division for more than the past five years. Mr. Tarnopol is Chairman of the Investment Banking Division of Bear Stearns and a member of its Investment Banking Policy Committee. Mr. Wilpon has been Chairman of the Board of Directors of Sterling Equities, Inc., a privately held entity, and certain affiliates thereof, which are primarily real estate development/owner management companies, for more than the past five years. Mr. Wilpon has also been President and Chief Executive Officer of the New York Mets baseball team for more than the past five years. Mr. Zucker has been a member of Bear Stearns' Investment Banking Division for more than the past five years and, from September 1989 to August 1991, was an Executive Vice President of the Company. There is no family relationship among any of the directors or executive officers of the Company. All directors hold office until the next Annual Meeting of Stockholders or until their successors have been duly elected and qualified. Officers serve at the discretion of the Board of Directors.
DEF 14A15th Page of 35TOC1stPreviousNextBottomJust 15th
BOARD AND COMMITTEE MEETINGS The Board of Directors held six meetings (exclusive of committee meetings) and acted by unanimous written consent four times during the preceding fiscal year. In addition, the Board of Directors has established four committees whose functions and current members of which are noted below. Each current director, except Messrs. Kluge, Liebowitz, Lisman, Nickell, and Rosenwald attended 75% or more of the aggregate number of meetings of the Board of Directors and committees on which he or she served which were held during such period. Executive Committee. The Executive Committee of the Board of ------------------- Directors (the "Executive Committee") consists of Messrs. Cayne, Greenberg (Chairman), Mattone, Schwartz, Sites, Spector and Tarnopol, who also constitute seven of the eight members of the Board of Directors of Bear Stearns. The Executive Committee meets once each week and more frequently as required. The Executive Committee held 58 meetings during the preceding fiscal year. The Executive Committee has the authority between meetings of the Board of Directors to take all actions with respect to the management of the Company's business which require action of the Board of Directors, except with respect to certain matters that by law and the provisions of the Certificate of Incorporation must be approved by the entire Board of Directors. Audit Committee. The Audit Committee of the Board of Directors --------------- (the "Audit Committee") has consisted of Messrs. Glickman (Chairman), Green, Harrington, Salerno and Wilpon since October 1993 and prior thereto during fiscal year 1994 consisted of Mr. Glickman and Ms. Fippinger. Each of the foregoing is a director who is not employed by the Company or affiliated with management. The Audit Committee is responsible for reviewing and helping to ensure the integrity of the Company's financial statements. Among other matters, the Audit Committee reviews the Company's expenditures, reviews the Company's internal accounting controls and financial statements, reviews with the Company's independent accountants the scope of their audit, their report and their recommendations, and recommends the selection of the Company's independent accountants. The Audit Committee held five meetings during the preceding fiscal year. Compensation Committee. The Compensation Committee of the Board ---------------------- of Directors (the "Compensation Committee") has consisted of Ms. Fippinger and Messrs. Glickman (Chairman), Green, Nickell and Salerno since October 1993 and prior thereto during fiscal year 1994 consisted of Messrs. Glickman, Green and Salerno. Each of the foregoing is a director who is not employed by the Company or affiliated with management. The Compensation Committee establishes the compensation policies used in determining the compensation of all executive officers and other Senior Managing Directors, including members of the Board of Directors who are employees of the Company ("employee directors"). The Compensation Committee administers The Bear Stearns Companies Inc. Management Compensation Plan (the "Management Compensation Plan") pursuant to which the salary and bonus compensation of the members of the Executive Committee is determined. See "Executive Compensation -- Compensation Committee Report." The Compensation Committee also approves the salary and bonus compensation of the employee directors and the other executive officers based upon recommendations by the Executive Committee and the Management and Compensation Committee of the Board of Directors (the "Management and Compensation Committee") applying criteria established by the Compensation Committee. The Compensation Committee also administers The Bear Stearns Companies Inc. 1985 Stock Option Plan for Senior Managing Directors (the "Stock Option Plan") and certain aspects of the Capital Accumulation Plan and The Bear Stearns Companies Inc. Performance Unit Plan for Senior Managing Directors (the "Performance Unit Plan"). The Compensation Committee held eight meetings and acted by unanimous written consent on three occasions during the preceding fiscal year. Management and Compensation Committee. The Management and ------------------------------------- Compensation Committee consists of Messrs. Cayne (Chairman), Montgoris, Mullen (since January 1994), Schwartz, Sites, Spector and Steinberg, and
DEF 14A16th Page of 35TOC1stPreviousNextBottomJust 16th
also included Mr. Bewkes until his resignation in March 1994. The Management and Compensation Committee considers and acts upon matters involving the day-to-day business and affairs of the Company and its subsidiaries and, where appropriate, recommends action to the Board of Directors or other committees of the Board of Directors with respect to those matters not in the ordinary course of business and affairs of the Company, in either case without in any way limiting or impairing the existing power or authority of the executive officers of the Company. In connection therewith, the Management and Compensation Committee approves compensation amounts for employees of the Company and its subsidiaries below the level of Senior Managing Director and recommends to the Compensation Committee and/or the Executive Committee compensation amounts for Senior Managing Directors of Bear Stearns other than participants in the Management Compensation Plan. The Management and Compensation Committee also administers certain aspects of the Capital Accumulation Plan and of the Performance Unit Plan. The Management and Compensation Committee meets once a week and more frequently as required. The Management and Compensation Committee held 58 meetings during the preceding fiscal year. The Board of Directors does not have a nominating committee.
DEF 14A17th Page of 35TOC1stPreviousNextBottomJust 17th
EXECUTIVE COMPENSATION COMPENSATION COMMITTEE REPORT OVERVIEW The Compensation Committee establishes the compensation policies applicable to all executive officers and other Senior Managing Directors. The salary and bonus compensation of the members of the Executive Committee was determined by the operation of the Management Compensation Plan which the Compensation Committee has adopted and administers and stockholders have approved. The salaries and bonuses of employee directors and other executive officers, to the extent not determined by the Management Compensation Plan, were approved by the Compensation Committee based upon recommendations by the Executive Committee and the Management and Compensation Committee with the latter committees basing their recommendations on criteria established by the Compensation Committee. COMPENSATION POLICIES From the time of the Company's initial public offering and succession on October 29, 1985 to the business of the Partnership, compensation for senior executives of the Company has been strongly influenced by the principle that the compensation of senior executives should be structured to directly link the executives' financial reward to Company performance. Thus, senior executives would both share in the success of the Company as a whole and be adversely affected by poor Company performance, thereby aligning their interests with the interests of the Company's stockholders. The Management Compensation Plan, which has been in effect in various forms since the Company's initial public offering, is designed to implement the foregoing philosophy. The compensation of the Chief Executive Officer and other members of the Executive Committee is based on the Management Compensation Plan. The Management Compensation Plan provides each participant with a base salary of $200,000 per annum and a share of a bonus fund determined based on the Company's Adjusted Annual Pre-Tax Return on Equity ("ROE", as defined below). The Company's compensation practice with respect to executive officers who are not members of the Executive Committee and other Senior Managing Directors is designed to link individual compensation with performance. Accordingly, the base salary of executive officers and most other Senior Managing Directors is limited to $200,000 per annum, with the most significant portion of total compensation being in the form of a bonus determined on the basis of the following criteria: (a) the overall annual performance of the Company; (b) the performance of any business unit or units in which the employee participates; (c) the individual performance of the employee in question from the viewpoints of (1) management responsibilities, (2) direct production of revenue, (3) preservation and development of the Company's franchise, and (4) promoting cooperation within and between business units; and (d) the need to maintain compensation levels comparable to those of competing financial services companies, including those in the Peer Group (as defined below). The Compensation Committee also considers the relationship of the Company's total compensation expense to the Company's total revenues, net of interest expense, in evaluating the overall reasonableness of the compensation of employee directors and other executive officers. The Compensation Committee believes that the implementation of the Capital Accumulation Plan during fiscal year 1991, represented an important additional step in the Company's goal to further strengthen the alignment of management and stockholder interests by increasing employee ownership of the Company's Common Stock. During fiscal year 1994, over 95% of the more than 200 Senior Managing Directors participated in the
DEF 14A18th Page of 35TOC1stPreviousNextBottomJust 18th
Capital Accumulation Plan and all employee directors, employee director nominees and executive officers of the Company participated. The Compensation Committee views the Company's compensation policies as having substantially contributed to the Company's historical operating performance, which has been characterized by consistently high levels of pre-tax return on common equity (see comparison in the chart below to the average pre-tax return on common equity of the Company's peers (the "Peer Group"), consisting of Merrill Lynch & Co., Inc., Morgan Stanley Group Inc., Paine Webber Group Inc. and Salomon Inc). The following chart compares the Company's pre-tax return on common equity to the Peer Group for the five twelve-month periods ended June 30 shown below: PRE-TAX RETURN ON EQUITY THE BEAR STEARNS COMPANIES INC. V. PEER GROUP AVERAGE Graphic Material (1) Omitted. [Download Table] June 30, 1990 1991 1992 1993 1994 The Bear Stearns Companies Inc. 18.8% 22.1% 47.7% 48.8% 38.7% Peer Group 16.5% 16.7% 35.1% 33.4% 26.9%
DEF 14A19th Page of 35TOC1stPreviousNextBottomJust 19th
MANAGEMENT COMPENSATION PLAN The Compensation Committee administers the Management Compensation Plan, which provides that each member of the Executive Committee (currently comprised of Messrs. Cayne, Greenberg (Chairman), Mattone, Schwartz, Sites, Spector and Tarnopol) would receive a base salary of $200,000 per annum and share in a bonus fund determined on the basis of the Company's Adjusted Pre-Tax Return on Equity ("ROE" as defined below). If the Company's fiscal year 1994 ROE had not exceeded 2%, the compensation of the members of the Executive Committee would have been limited to their salaries of $200,000 per annum. The total amount of the bonus fund for the 1994 fiscal year was determined on the basis of the following ranges with the precise amounts determined (pro rata) based on fiscal year 1994 ROE: [Download Table] RANGE OF ROE RANGE OF BONUS FUND ------------ ------------------- up to 2% . . . . . . . . . . . . . . . . . -0- over 2% but not exceeding 5% . . . . . . . up to $4.6 million over 5% but not exceeding 10% . . . . . . . $4.6 million to $12.8 million over 10% but not exceeding 15% . . . . . . $12.8 million to $21.4 million over 15% but not exceeding 20% . . . . . . $21.4 million to $30.2 million over 20% but not exceeding 30% . . . . . . $30.2 million to $48.1 million over 30% but not exceeding 40% . . . . . . $48.1 million to $66.3 million over 40% . . . . . . . . . . . . . . . . . $66.3 million plus the incremental rate (1) ------------------ <FN> (1) The incremental rate is $1.854 million for each percent of ROE in excess of 40%. "ROE" is defined generally in the Management Compensation Plan as the number expressed as a percentage determined by dividing (a) Adjusted Annual Pre-Tax Income (as defined below) by (b) Consolidated Common Stockholders' Equity as of the last day of the immediately preceding fiscal year. "Adjusted Annual Pre-Tax Income" of the Company is defined generally in the Management Compensation Plan as consolidated income before income taxes, after deducting the base salaries of participants in the Management Compensation Plan and dividends on preferred stock, but before deducting any bonus payments under the Management Compensation Plan and any adjustments relating to the Capital Accumulation Plan. The share of the bonus fund to be allocated to each member of the Executive Committee was determined in October 1993 by the Compensation Committee upon the recommendation of the Executive Committee, which based such recommendation on the same criteria established by the Compensation Committee to determine the total compensation of Senior Managing Directors who are not members of the Executive Committee for fiscal year 1993. The Management Compensation Plan is based on the proposition that ROE is an appropriate measure upon which to base the compensation of the members of the Executive Committee. Although the short-term
DEF 14A20th Page of 35TOC1stPreviousNextBottomJust 20th
performance of the Common Stock will tend to fluctuate based on factors beyond the control of management, the Compensation Committee believes that over the long term the performance of the Common Stock will reflect the Company's operating performance as reflected in its ROE. The Management Compensation Plan's focus on annual pre-tax profitability is balanced by the long-term focus resulting from the substantial ownership of Common Stock and CAP Units by the members of the Executive Committee and other senior executives as described in the paragraph "Equity Ownership and Capital Accumulation Plan" below. The Compensation Committee has concluded that the Management Compensation Plan has served the Company well, has provided appropriate incentives to senior management of the Company, and is a fair and reasonable method upon which to base the compensation of the members of the Executive Committee. COMPENSATION OF CHIEF EXECUTIVE OFFICER The total compensation of Mr. Cayne, the Company's CEO for substantially all of fiscal year ended June 30, 1994, along with other members of the Executive Committee (including Mr. Greenberg, the Company's CEO until July 13, 1993), is determined in all material respects by the Management Compensation Plan. Pursuant to the terms of the Management Compensation Plan, for fiscal year 1994 Mr. Cayne received a base salary of $200,000 and shared in a bonus fund based on the Company's fiscal year 1994 ROE. Mr. Cayne's share of the fiscal year 1994 bonus fund (as well as that of Mr. Greenberg and the other members of the Executive Committee) was determined by the Compensation Committee in October 1993 based on the recommendation of the Executive Committee as to how the bonus fund should be allocated among the members of the Executive Committee. The Executive Committee's recommendations were based on the same criteria established by the Compensation Committee for determining the total compensation of Senior Managing Directors who were not members of the Executive Committee for fiscal year 1993. The Company's fiscal 1994 financial performance was slightly improved from the prior year, as measured by earnings per share and Adjusted Pre-Tax Income, but ROE was lower in fiscal year 1994 than in fiscal year 1993. Under the terms of the Management Compensation Plan and reflecting the shares of the bonus fund allocated to Messrs. Cayne and Greenberg, the total salary and bonus compensation of both Mr. Cayne and Mr. Greenberg in fiscal 1994 decreased by 8.4% from fiscal 1993. Of the total fiscal year 1994 compensation of Mr. Cayne and Mr. Greenberg, approximately 47% and 25% was deferred under the Capital Accumulation Plan, respectively, with the result that the ultimate realization of a substantial portion of Messrs. Cayne's and Greenberg's benefit from their current compensation will depend on the future performance of the Company and its Common Stock. Section 162(m) of the Internal Revenue Code limits deductibility for federal income tax purposes of compensation paid to individual executive officers named in the Summary Compensation Table unless certain exceptions, including compensation based on performance goals, are satisfied. The Management Compensation Plan for both fiscal year 1994 and fiscal year 1995 (subject to shareholder approval of the performance goals thereunder, as described in "Approval of the Performance Goals Contained in the Restated Management Compensation Plan") have been established in an effort to comply with the performance-based exception to limits on deductibility of executive officer compensation.
DEF 14A21st Page of 35TOC1stPreviousNextBottomJust 21st
EQUITY OWNERSHIP AND CAPITAL ACCUMULATION PLAN A focus on long-term performance and growth and a direct alignment of employee and stockholder interests results from the substantial ownership of Common Stock and equivalents (including CAP Units) by senior executives of the Company. As shown under "Security Ownership of Management", the seven members of the Executive Committee beneficially own approximately 13.0% of the Common Stock and equivalents outstanding while all directors, nominees and executive officers as a group beneficially own approximately 21.8% of the outstanding Common Stock and equivalents, as of September 1, 1994. The Capital Accumulation Plan has been and will continue to be a major contributor to equity ownership by senior executives. During fiscal years 1993 and 1994, over 95% of the more than 200 Senior Managing Directors of Bear Stearns (including employee directors, employee director nominees and executive officers of the Company) have deferred a total of approximately $248,000,000 in compensation in the Capital Accumulation Plan. Furthermore, for fiscal year 1994, 40.4% of the salary and bonus compensation (including amounts deferred pursuant to the Capital Accumulation Plan) of the members of the Executive Committee was deferred in the Capital Accumulation Plan while 40.6% of such compensation was deferred by all executive officers, employee directors and employee director nominees as a group. These deferrals were credited to participants' accounts in the form of CAP Units which entitle the participants to share in the pre- tax income of the Company and eventually to receive shares of Common Stock of the Company. The Capital Accumulation Plan is described in detail below under "Approval of Amendments to the Capital Accumulation Plan." Since shares for the Capital Accumulation Plan are purchased from existing stockholders and not from the Company, employee stock ownership is increased without substantial dilution to earnings per share or book value per common share. Consistent with the Company's goal of avoiding compensation plans which cause significant dilution of existing stockholders, the Company does not use stock options as a significant component of employee compensation and has granted no stock options since August 1989. Compensation Committee Carl D. Glickman, Chairman Grace J. Fippinger Thomas R. Green Frank T. Nickell Frederic V. Salerno * * *
DEF 14A22nd Page of 35TOC1stPreviousNextBottomJust 22nd
COMPENSATION TABLES AND OTHER INFORMATION The following tables set forth information with respect to the Chief Executive Officer and the six most highly compensated executive officers of the Company (other than the CEO) for the three fiscal years ended June 30, 1994: SUMMARY COMPENSATION TABLE -------------------------- [Enlarge/Download Table] LONG-TERM COMPENSATION ANNUAL COMPENSATION(1) AWARDS ----------------------- ------------ FISCAL RESTRICTED STOCK ALL OTHER NAME & PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(2)(3) COMPENSATION(3)(4) ------------------------- ------ ------ ------------ ----------------- ------------------- James E. Cayne . . . . . . . . 1994 $200,000 $ 7,465,620 $6,906,380 $1,075,670 CEO and President(5) 1993 200,000 8,136,970 7,577,977 546,692 1992 200,000 7,543,862 6,985,134 Alan C. Greenberg . . . . . . . 1994 200,000 10,781,310 3,590,690 580,739 Chairman of the Board (5) 1993 200,000 11,788,459 3,926,488 325,045 1992 200,000 11,726,167 3,905,813 John C. Sites, Jr. . . . . . . 1994 200,000 6,952,000 6,359,000 1,075,735 Executive Vice President 1993 200,000 5,175,000 8,444,620 446,842 1992 200,000 6,196,872 5,646,872 Warren J. Spector . . . . . . . 1994 200,000 6,834,000 6,284,000 1,121,083 Executive Vice President 1993 200,000 2,683,994 8,830,397 481,650 1992 200,000 6,129,364 5,570,636 Vincent J. Mattone . . . . . . 1994 200,000 3,961,120 3,369,880 570,958 Executive Vice President 1993 200,000 4,590,915 3,999,922 291,832 1992 200,000 4,579,134 4,020,407 Alan D. Schwartz . . . . . . . 1994 200,000 3,948,870 3,382,130 689,714 Executive Vice President 1993 200,000 3,521,731 5,069,106 338,065 1992 200,000 4,699,441 4,140,713 Michael L. Tarnopol . . . . . . 1994 200,000 5,500,560 1,830,440 526,276 Executive Vice President 1993 200,000 4,299,915 4,290,922 218,812 1992 200,000 7,117,428 2,369,567 <FN> For each of the above named officers, compensation information is provided for the full fiscal years during which he served as an executive officer of the Company. (1) Includes for the years indicated amounts contributed to the Bear Stearns Companies Inc. Cash or Deferred Compensation Plan by the executive officers. (2) Represents amounts deferred pursuant to the Capital Accumulation Plan. See "Approval of Amendments to Capital Accumulation Plan". In accordance with the Capital Accumulation Plan, all amounts are immediately vested but, generally, are not payable for a minimum of five years. For the fiscal year ended June 30, 1994, the following number of CAP Units were credited to such persons' Capital Accumulation Accounts as a result of their fiscal year 1994 deferrals: Mr. Cayne -- 344,286; Mr. Greenberg -- 178,997; Mr. Sites -- 316,998; Mr. Spector -- 313,260; Mr. Mattone -- 167,990; Mr. Schwartz -- 168,600; and Mr. Tarnopol -- 91,248.
DEF 14A23rd Page of 35TOC1stPreviousNextBottomJust 23rd
(3) As of June 30, 1994, the value and number of the aggregate CAP Units and Earnings Units held by such persons (based on the closing price of the Common Stock on the Consolidated Transaction Reporting System on such date) was: Mr. Greenberg -- $12,651,082 (744,181 units); Mr. Cayne -- $23,139,968 (1,361,174 units); Mr. Sites -- $21,059,095 (1,238,770 units); Mr. Spector -- $21,564,149 (1,268,479 units); Mr. Mattone -- $12,078,296 (710,488 units); Mr. Schwartz -- $13,529,036 (795,825 units); and Mr. Tarnopol -- $8,906,618 (523,918 units). (4) Includes preferential earnings in the form of CAP Units and Earnings Units credited pursuant to the Capital Accumulation Plan and the Performance Unit Plan, respectively. For a description of the Capital Accumulation Plan, see "Approval of Amendments to the Capital Accumulation Plan". The Performance Unit Plan was adopted effective as of January 1, 1993 following the termination of the Capital Accumulation Plan in respect of Plan Years 1991 and 1992 in order to compensate participants in the Capital Accumulation Plan (in the form of "Earnings Units" representing shares of Common Stock) for certain adverse consequences resulting from such termination by approximating the economics of the Capital Accumulation Plan in respect of shares of Common Stock distributed from the Capital Accumulation Plan. The Performance Unit Plan terminated effective June 30, 1994, and it is anticipated that shares of Common Stock will be distributed to participants thereunder in October 1994. (5) Effective July 13, 1993, Mr. Greenberg resigned as Chief Executive Officer of the Company, remaining Chairman of the Board, and, Mr. Cayne was elected as Chief Executive Officer of the Company.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES (1) [Enlarge/Download Table] NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT FISCAL YEAR-END OPTIONS AT FISCAL YEAR-END(2) --------------------------- --------------------------------- EXERCISABLE UNEXERCISABLE NAME & PRINCIPAL POSITION (SHARES) (SHARES) EXERCISABLE UNEXERCISABLE -------------------------- ----------- -------------- ------------ -------------- James E. Cayne . . . . . . . 56,879 28,440 $362,604 $181,305 CEO and President(3) Alan C. Greenberg . . . . . . 56,879 28,440 362,604 181,305 Chairman of the Board (3) John C. Sites, Jr. . . . . . 56,287 28,144 358,830 179,418 Executive Vice President Warren J. Spector . . . . . . 50,164 25,083 319,796 159,904 Executive Vice President Vincent J. Mattone . . . . . 48,848 24,424 311,406 155,703 Executive Vice President Alan D. Schwartz . . . . . . 42,474 21,238 270,772 135,392 Executive Vice President Michael L. Tarnopol . . . . . 49,719 24,860 316,959 158,483 Executive Vice President ----------------- <FN> (1) The chart relates to options granted in August 1989 under the Stock Option Plan. (2) The value of unexercised in-the-money options is based on the difference between the closing price of the Common Stock on June 30, 1994 as reported on the Consolidated Transaction Reporting System and the exercise price of these options. (3) Effective July 13, 1993, Mr. Greenberg resigned as Chief Executive Officer of the Company, remaining Chairman of the Board, and, Mr. Cayne was elected as Chief Executive Officer of the Company.
DEF 14A24th Page of 35TOC1stPreviousNextBottomJust 24th
PERFORMANCE GRAPH The following performance graph compares the performance of an investment in the Company's Common Stock for the last five fiscal years to that of the S&P 500 Index, the S&P Financial Miscellaneous Index and the Company's peers (consisting of Merrill Lynch & Co., Inc., Morgan Stanley Group Inc., Paine Webber Group Inc. and Salomon Inc). The graph assumes the value of the investment in the Company's Common Stock and each index was $100 on June 30, 1989 and that all dividends were reinvested. There can be no assurance that future stock performance will correlate with past stock performance. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN Graphic Material (2) Omitted. Assumes $100 Invested on June 30, 1989 in the Company's Common Stock, S&P 500 Index, S&P Financial Miscellaneous Index and Peer Group Index [Download Table] 1989 1990 1991 1992 1993 1994 The Bear Stearns Companies Inc. 100 111 130 180 278 228 S & P 500 Index 100 117 125 142 161 163 S & P Financial Miscellaneous Index 100 110 113 137 199 204 Peer Group 100 103 135 170 250 234
DEF 14A25th Page of 35TOC1stPreviousNextBottomJust 25th
COMPENSATION OF DIRECTORS Each director who is not an employee of the Company receives an annual retainer of $25,000 (increased from $20,000 in October 1993), plus $800 for each meeting attended of the Board of Directors and reasonable expenses relating to attendance at such meetings. Directors who are members of the Audit Committee and directors who are members of the Compensation Committee receive additional compensation at the rate of $1,500 for each meeting of the Audit Committee or Compensation Committee attended and $200 for participation in a telephone conference meeting. Until October 1993, Audit Committee compensation was based on a retainer of $6,000 per annum with no meeting fees. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS The Company, in the ordinary course of business, has extended credit to certain of its directors, officers and employees in connection with their purchase of securities. Such extensions of credit have been made on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with non-affiliated persons, and did not involve more than the normal risk of collectibility or have other unfavorable features present. To the extent officers and employees of the Company and members of their immediate families wish to purchase securities in brokerage transactions, they ordinarily are required to do so through Bear Stearns, which offers them a discount from its standard commission rates in connection therewith which could be substantial depending on various factors, including the size of the transaction. Bear Stearns also, from time to time and in the ordinary course of its business, has entered into transactions involving the purchase or sale of securities and commercial paper (including different forms of repurchase transactions) from or to directors, officers and employees of the Company and members of their immediate families, as principal. Such purchases and sales of securities or commercial paper on a principal basis were effected on substantially the same terms as similar transactions with unaffiliated third parties. The Company, from time to time, has made loans to its officers and other employees against commissions and other compensation which would otherwise be payable to them in the ordinary course of business. Interest is generally charged by the Company on such loans at the same rate of interest charged by Bear Stearns on loans to purchase securities. The Company currently requires that any such loan in excess of $7,500 made to officers and other employees against commissions or other compensation be approved by the affirmative vote of a majority of the members of the Management and Compensation Committee (with any interested member abstaining). During the fiscal year ended June 30, 1994, the maximum aggregate amount of loans against commissions and other compensation at month-end was approximately $1,417,000. Other than as described in this Proxy Statement, no director or executive officer of the Company was indebted to the Company during the last fiscal year for any amount in excess of $60,000. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The current members of the Company's Compensation Committee are Messrs. Glickman, Green, Nickell and Salerno and Ms. Fippinger, none of whom is or has been an officer or employee of the Company. There were no "Compensation Committee Interlocks" during fiscal year 1994.
DEF 14A26th Page of 35TOC1stPreviousNextBottomJust 26th
II. APPROVAL OF THE PERFORMANCE GOALS CONTAINED IN THE RESTATED MANAGEMENT COMPENSATION PLAN The Board of Directors proposes that the stockholders approve the performance goals contained in the Restated Management Compensation Plan. On July 25, 1994, the Compensation Committee adopted the Restated Management Compensation Plan, which is effective July 1, 1994, subject to approval of the performance goals contained therein by stockholders at the 1994 Annual Meeting. The salary and bonus compensation of the CEO and other members of the Executive Committee will be determined by the Restated Management Compensation Plan in fiscal year 1995 and thereafter. Under the Restated Management Compensation Plan, each of the members of the Executive Committee will receive a base salary of $200,000 per annum and share in a bonus fund established pursuant to the Restated Management Compensation Plan. The Restated Management Compensation Plan has been changed from the Management Compensation Plan applicable to fiscal year 1994 principally by changing the formula for determining the bonus fund. Based upon the Company achieving the following ranges of ROE, the total amount of the bonus fund for fiscal year 1995 will be in the following ranges (with the precise amount determined pro rata): [Download Table] RANGE OF ROE RANGE OF BONUS FUND ------------ ------------------- up to 2% . . . . . . . . . . . . . . . -0- over 2% but not exceeding 5% . . . . . up to $5.4 million over 5% but not exceeding 10% . . . . . $5.4 million to $14.75 million over 10% but not exceeding 15% . . . . $14.75 million to $24.4 million over 15% but not exceeding 20% . . . . $24.4 million to $34.225 million over 20% but not exceeding 30% . . . . $34.225 million to $54.125 million over 30% but not exceeding 40% . . . . $54.125 million to $74.525 million over 40% . . . . . . . . . . . . . . . $74.525 million plus the incremental rate (1) ------------------ <FN> (1) The incremental rate is $2.05 million for each percent of ROE in excess of 40%. The definitions of "ROE" and "Adjusted Annual Pre-Tax Income" under the Restated Management Compensation Plan are the same as under the Management Compensation Plan (see "Executive Compensation-- Management Compensation Plan"), except that Adjusted Annual Pre-Tax Income may be decreased, but not increased, in the sole discretion of the Compensation Committee as appropriate to carry out the purposes of the Restated Management Compensation Plan. The impact of the change in the formula for calculating the bonus fund in the fiscal year 1995 from that in effect for fiscal year 1994 is that although the Company must generate more Adjusted Pre-Tax Income in fiscal year 1995 than in the previous year in order to produce the same Bonus Pool as in fiscal year 1994, the required percentage increase is less than the percentage increase in Common Equity. Changes made in the formulas for computing the bonus fund under the Management Compensation Plan in the fiscal year 1994 plan and the fiscal year 1993 plan had similarly required a year-over-year increase in Adjusted Pre-tax Income, but a year-over-year percentage increase in Adjusted Pre-tax Income less than the percentage increase in Common Equity, in order for the size of the bonus pool to remain the same.
DEF 14A27th Page of 35TOC1stPreviousNextBottomJust 27th
For each fiscal year after fiscal year 1995, the formula for calculating the bonus fund under the Restated Management Compensation Plan shall be determined by the Compensation Committee subject to approval of stockholders of the new performance goals. The share of the bonus fund to be allocated to each member of the Executive Committee is determined by the Compensation Committee based on the recommendation of the Executive Committee. The Compensation Committee may allocate up to 100% of the entire bonus fund in any fiscal year. The determination of each participant's share of the fund is made not later than 90 days after the beginning of each fiscal year. The share of the bonus fund that may be allocated to a participant in any fiscal year may not exceed 25% of such fund. The Restated Management Compensation Plan may be amended by the Compensation Committee provided that no such action shall retroactively impair or otherwise adversely affect the rights of any person prior to the date of any action. Section 162(m) of the Internal Revenue Code denies the deduction for certain compensation in excess of $1 million per year paid by a publicly traded corporation to the chief executive officer and the four other most highly compensated officers. Certain types of compensation, including compensation based on performance goals, are excluded from this deduction limit. In order for compensation to qualify for this exception (i) it must be paid solely on account of the attainment of one or more performance goals, (ii) the performance goals must be established by a compensation committee consisting solely of two or more outside directors, (iii) the material terms under which the compensation is to be paid, including the performance goals, must be disclosed to and approved by stockholders in a separate vote prior to payment and (iv) prior to payment, the compensation committee must certify that the performance goals and any other material terms were in fact satisfied (the "Certification Requirement"). In addition, satisfaction of the requirements set forth in (iii) and (iv) above must be made conditions to the right of the executive to receive the performance based compensation. In an effort to comply with the provisions of the Internal Revenue Code to qualify the compensation payable to certain executives under the Restated Management Compensation Plan as performance-based compensation eligible for exclusion from the deduction limit, the performance standards contained in the Restated Management Compensation Plan are being submitted to the stockholders for approval at the 1994 Annual Meeting. The approval by stockholders and the satisfaction of the Certification Requirement shall be a condition to the rights of a participant to receive any benefits under the Restated Management Compensation Plan.
DEF 14A28th Page of 35TOC1stPreviousNextBottomJust 28th
The following table reflects the amounts that would have been paid for the fiscal year ended June 30, 1994 if the Restated Management Compensation Plan had been in effect for such year: [Download Table] RESTATED MANAGEMENT COMPENSATION PLAN (1) NAME AND POSITION DOLLAR VALUE ($)(2) ----------------- ---------------- James E. Cayne, CEO and President(3) . . . . . $13,353,000 Alan C. Greenberg,(3) Chairman of the Board . . . . . . . . . . . 13,353,000 John C. Sites, Jr. Executive Vice President . . . . . . . . . . 12,367,000 Warren J. Spector Executive Vice President . . . . . . . . . . 12,188,000 Vincent J. Mattone Executive Vice President . . . . . . . . . . 6,811,000 Alan D. Schwartz Executive Vice President . . . . . . . . . . 6,811,000 Michael L. Tarnopol Executive Vice President . . . . . . . . . . 6,811,000 Executive Group . . . . . . . . . . . . . . . . 71,694,000 Non-executive Director Group . . . . . . . . . 0 Other employee Group(4) . . . . . . . . . . . . 0 _________________________ <FN> (1) This calculation (i) utilizes the fiscal year 1994 Adjusted Annual Pre- Tax Income and the Consolidated Common Stockholders' Equity as of June 30, 1994 and (ii) assumes the percentage of the bonus fund allocated to each member of the Executive Committee was the same as under the Management Compensation Plan in effect for fiscal year 1994. (2) Includes amounts that would have been deferred pursuant to the Capital Accumulation Plan. See "Summary Compensation Table." (3) Effective July 13, 1993, Mr. Greenberg resigned as Chief Executive Officer of the Company, remaining Chairman of the Board, and, Mr. Cayne was elected as Chief Executive Officer of the Company. (4) Excluding those employees included in the categories entitled "Executive Group" and "Non-executive Director Group." THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PERFORMANCE STANDARDS CONTAINED IN THE RESTATED MANAGEMENT COMPENSATION PLAN.
DEF 14A29th Page of 35TOC1stPreviousNextBottomJust 29th
III. APPROVAL OF AMENDMENTS TO THE CAPITAL ACCUMULATION PLAN The Board of Directors recommends approval of the amendments to the Capital Accumulation Plan. GENERAL Effective as of September 6, 1990, the Board of Directors adopted, and the stockholders approved, the Capital Accumulation Plan. On September 2, 1993, the Compensation Committee ratified and approved an amended and restated Capital Accumulation Plan which was subsequently approved by stockholders. On April 14, 1994 and September 1, 1994, the Compensation Committee approved certain additional amendments (the "Proposed Amendments") to the Capital Accumulation Plan subject to approval by stockholders at the 1994 Annual Meeting. Under the Capital Accumulation Plan, all Senior Managing Directors of Bear Stearns (including employee directors and executive officers of the Company) are eligible to participate on an elective basis. Participants in the Plan are entitled to defer a portion of their compensation earned during each fiscal year. Participants are generally required to commit to defer compensation during each of the three fiscal years following their initial election to participate in the Plan. Thereafter, to the extent that the Compensation Committee decides to allow employees who newly become Senior Managing Directors to defer compensation for three years and thereby extends the duration of the Plan, existing Plan participants will be permitted to defer compensation for the additional fiscal year or years. The Plan has been made available to participants with respect to each of Bear Stearns' fiscal years from 1991 through 1997. There are approximately 260 Senior Managing Directors, including 41 newly elected Senior Managing Directors, who are eligible to participate in the Plan. Participants in any fiscal year will generally be required to defer the following percentages of that portion of their total compensation for such fiscal year (after deducting any amounts deferred under other plans sponsored by the Company) which exceeds $200,000 (or the then prevailing annual base salary of Senior Managing Directors): [Download Table] 25% of the first . . . . . . . . . $ 300,000 30% of the next . . . . . . . . . . 500,000 40% of the next . . . . . . . . . . 1,000,000 50% of compensation exceeding . . . 2,000,000 In lieu of the foregoing amounts, Senior Managing Directors over the age of 55 may elect to defer only 25% of their aggregate compensation in excess of $200,000 and all participants may elect to defer all or any portion of their compensation in excess of $200,000 in addition to the minimum amount set forth in the table above ("Additional Deferral Amounts"), subject in the case of Additional Deferral Amounts to the approval of the Management and Compensation Committee, or, in the case of reporting persons, to the approval of the Compensation Committee. Participants' compensation will be deferred for a period (a "Deferral Period") of five years after the end of the fiscal year for which it was otherwise payable, which period may be extended or reduced under certain circumstances, including the financial hardship of the participant. Participants over the age of 60 may elect a shorter deferral period. A participant's compensation deferred pursuant to the Plan will be credited to such participant's deferred compensation account (the "Capital Accumulation Account") in the form of units ("CAP Units"). The number of CAP Units to be so credited generally will be determined by dividing the amount of each participant's compensation deferred in respect of such fiscal year by the average cost per share of Common Stock acquired for purposes of the Plan.
DEF 14A30th Page of 35TOC1stPreviousNextBottomJust 30th
Each CAP Unit credited to a participant's Capital Accumulation Account will entitle the participant to receive, on an annual basis, a Net Earnings Adjustment generally equal to the Company's pre-tax earnings per share (as determined in accordance with the Plan) for such fiscal year divided by the average cost per share of Common Stock acquired by the Company for purposes of the Plan, less an adjustment for changes in the Company's book value per share of the Common Stock during such year resulting from increases or decreases in the Company's retained earnings attributable to net income or loss, after deducting dividends declared with respect to any capital stock of the Company, during such year. The Net Earnings Adjustment generally will be credited to participants' Capital Accumulation Accounts on an annual basis in the form of a number of additional CAP Units. Notwithstanding the foregoing, the aggregate number of CAP Units that may be credited pursuant to the Plan in respect of any fiscal year may not exceed the number of Available Shares (as defined in the Plan) acquired for the Plan with respect to such fiscal year. If, because of this limitation, the Company is not able to credit CAP Units in respect of all compensation deferred for any fiscal year, or to make any required Net Earnings Adjustments in full, then the amount of compensation for which no CAP Units were awarded will be credited instead to an interest bearing "cash balance account" maintained for each participant. In subsequent fiscal years, to the extent the Company acquires shares of Common Stock for the Plan, it will credit at the end of each fiscal quarter a number of CAP Units corresponding to such shares first to participants having positive cash balances before making any other credits of CAP Units in respect of that year. The price at which CAP Units will be so credited in respect of deferred cash balances will be the average cost per share of the corresponding shares of Common Stock acquired by the Company during such fiscal quarter. Upon the termination of a participant's Deferral Period under the Plan, the participant will be entitled to receive from the Company a number of freely transferable shares of Common Stock equal to the number of CAP Units then credited to his Capital Accumulation Account plus cash in the amount, if any, of his cash balance account at the end of such period. If a participant dies or becomes disabled, the participant's estate (or the designated beneficiary) will receive the number of shares of Common Stock corresponding to the CAP Units then credited to such participant's account as of the first day of the fiscal year following the date of death or disability plus cash in the amount, if any, of the participant's cash balance account. If a participant's employment is terminated for any reason prior to the end of the Deferral Period (other than by reason of death or disability), the Management and Compensation Committee or, in the case of a reporting person, the Compensation Committee will have the discretion to accelerate the distribution of CAP Units in the form of shares of Common Stock plus cash in the amount, if any, of his cash balance account, and void any deferral elections for which CAP Units have not yet been credited. The maximum number of CAP Units that may be credited to all Plan participants' Capital Accumulation Accounts under the Plan for any Plan Year shall not exceed the equivalent number of shares of Common Stock equal to the sum of 15% of the outstanding shares of Common Stock (as defined in the Plan) as of the last day of such Plan Year (the "Base Shares") and the number, if any, by which the sum of the Base Shares in all prior fiscal years beginning on or after July 1, 1993 exceeds the number of shares credited to participants' Capital Accumulation Accounts under this Plan in all such prior fiscal years. The Company reserves the right to terminate the entire Plan or any portion of the Plan representing a particular fiscal year's deferred compensation at any time in its sole discretion. The Plan also provides for acceleration of deferrals in the event of certain defined events constituting a "change in control" of the Company. In the event of a "change in control" the plan will be deemed to be terminated immediately and shares of Common
DEF 14A31st Page of 35TOC1stPreviousNextBottomJust 31st
Stock will be issued within 60 days thereafter. The plan may be amended by the Compensation Committee provided that no such action shall retroactively impair or otherwise adversely affect the rights of any person prior to the date of any action. A participant may not assign, pledge or otherwise transfer his interest in his Capital Accumulation Account except by designating a beneficiary who shall be entitled to receive any amounts payable under the Plan upon the participant's death. The Company is not required to establish a special or separate fund or otherwise segregate any assets to assure any payments under the Plan and has no obligation to invest all or any portion of the participants' Capital Accumulation Accounts in Common Stock. The Plan provides that rights of each participant shall be no greater than the rights of a general unsecured creditor of the Company. PROPOSED AMENDMENTS The following amendments to the Capital Accumulation Plan were approved by the Compensation Committee, subject to stockholder approval at the 1994 Annual Meeting. 1. Technical Amendments. -------------------- The Capital Accumulation Plan was intended to impose an annual limit on the overall cost of the Plan so that the Company's consolidated earnings per share (as determined in accordance with the terms of the Plan) cannot be reduced by more than 1.5%. Technical errors in the definitions of "Adjusted Earnings Per Share" and "Pre- Plan Earnings Per Share" prevent the Plan as currently in effect from effectuating this intent. The following amendments correct these technical errors: The definition of "Adjusted Earnings Per Share" in Section 2.1 of the Plan is amended by deleting the reference therein to the term "Effective Tax Rate" and substituting in lieu thereof the term "Marginal Tax Rate." The definition of "Pre-Plan Earnings Per Share" in Section 2.1 of the Plan is amended in its entirety to read as follows: "Pre-Plan Earnings Per Share" means, for any Fiscal Year, (a) the sum of (i) the Company's consolidated net income or loss for such Fiscal Year less (ii) the amount of the Preferred Stock Dividend Requirement for such Fiscal Year, plus (iii) the amount obtained by multiplying the Aggregate Imputed Costs of the Plan deducted in the calculation of consolidated net income or loss for such Fiscal Year by the fraction which is one minus the Marginal Tax Rate for such Fiscal Year, divided by (b) the sum of (x) the number of shares of Common Stock outstanding during such Fiscal Year, computed on a weighted average basis based on the number of days outstanding during such Fiscal Year, (y) the aggregate number of CAP Units credited to the Accounts of all Participants computed on a weighted average basis based on the number of days outstanding during such Fiscal Year but not including in such computation the day that CAP Units are credited, increased or decreased pursuant to Section 5.1, 5.3 or 5.10 of the Plan, and (z) the aggregate number of Earnings Units credited to the Earnings Unit Accounts of all participants in the PUP Plan computed on a weighted average basis based on the number of days outstanding during such Fiscal Year but not including in such computation the day that Earnings Units are credited, increased or decreased pursuant to Section 4.2 or 4.5 of the PUP Plan.
DEF 14A32nd Page of 35TOC1stPreviousNextBottomJust 32nd
2. Cash Dividends following Termination Date. ----------------------------------------- In view of the period of time necessary to calculate the number of CAP Units to be credited to a participant's account, to have the Compensation Committee review and certify the calculations and to complete certain other administrative functions between a Termination Date or end of a Fiscal Year when shares of Common Stock would otherwise be distributed under the Plan and the date on which shares of Common Stock can actually be distributed after completion of such administrative functions, a participant currently would not be entitled to receive dividends declared by the Company having a record date prior to the date of distribution. Section 6.6 of the Plan has been amended to provide participants the benefit of such dividends by adding a new sentence to the end of Section 6.6 which reads in its entirety as follows: If shares of Common Stock are distributed pursuant to Sections 6.1, 6.2(a), 6.2(b) or the first sentence of 6.2(c)(ii) to any Participant after the record date for any cash dividend occurring after the Termination Date with respect to which such shares are distributed or, in the cases of Sections 6.2(a) or 6.2(b), after the end of the Fiscal Year in which the death or Disability of a Participant occurs, then such Participant (or his estate or Beneficiary) shall be entitled to receive from the Company an amount of cash equal to the cash dividends per share payable to holders of record on such record date multiplied by the number of shares of Common Stock so distributed to such Participant after such record date. Section 5.11 of the Plan is being amended and restated to add amounts payable pursuant to Section 6.6 of the Plan (described above) to those items requiring the Board Committee to certify that such amounts have been accurately determined in accordance with the Plan. The amended and restated Section 5.11 reads in its entirety as follows: 5.11 Certification of the Board Committee. As a condition ------------------------------------ to the right of any Participant to receive any shares payable in respect of CAP Units credited to such Participant's Capital Accumulation Account or cash in respect of such Participant's Cash Account, in respect of fractional CAP Units credited to such Participant's Capital Accumulation Account or payable pursuant to Section 6.6, prior to the time any CAP Units or cash are credited to the appropriate Accounts of such Participant or a Participant receives cash pursuant to Section 6.6, the Board Committee shall be required to certify, by resolution of the Board Committee or other appropriate action, that the amounts to which such Participant is entitled have been accurately determined in accordance with the provisions of the Plan. The foregoing amendments would have provided no benefits to Participants if it they had been in effect in fiscal year 1994. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENTS TO THE CAPITAL ACCUMULATION PLAN.
DEF 14A33rd Page of 35TOC1stPreviousNextBottomJust 33rd
INDEPENDENT AUDITORS The Board of Directors has appointed Deloitte & Touche LLP as the Company's independent auditors to conduct the audit of the Company's books and records for the fiscal year ended June 30, 1995. Deloitte & Touche LLP also served as the Company's independent auditors for the previous fiscal year. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting to respond to questions and to make a statement should they so desire. OTHER MATTERS At the date of this Proxy Statement, the Company has no knowledge of any business other than that described above that will be presented at the Annual Meeting. If any other business should come before the Annual Meeting, it is intended that the persons named in the enclosed proxy will have discretionary authority to vote the shares which they represent. SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 1995 ANNUAL MEETING In accordance with rules promulgated by the Securities and Exchange Commission, any stockholder who wishes to submit a proposal for inclusion in the proxy material to be distributed by the Company in connection with the 1995 Annual Meeting must do so no later than May 31, 1995. In addition, in accordance with Article VI, Section 2 of the Certificate of Incorporation, in order to be properly brought before the 1995 Annual Meeting, a matter must have been (i) specified in a written notice of such meeting (or any supplement thereto) given to stockholders by or at the direction of the Board of Directors (which would be accomplished if a stockholder proposal were received by the Secretary of the Company as set forth in the preceding paragraph), (ii) brought before such meeting at the direction of the Board of Directors or the Chairman of the meeting, or (iii) specified in a written notice given by or on behalf of a stockholder of record on the record date for such meeting or a duly authorized proxy for such stockholder, which conforms to the requirements of Article VI, Section 2 of the Certificate of Incorporation and is delivered personally to, or mailed to and received by, the Secretary of the Company at the address below not less than 10 days prior to the first anniversary of the date of the notice accompanying this Proxy Statement; provided, however, that such notice need not be given more than 75 days prior to the 1995 Annual Meeting. REPORTS The Company will furnish without charge to each person whose proxy is being solicited, upon the written request of any such person, a copy of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1994, as filed with the Securities and Exchange Commission, including the financial statements and schedules thereto. Requests for copies of such Annual Report on Form 10-K should be directed to the Corporate Communications Department of the Company at the address below. By order of the Board of Directors Kenneth L. Edlow, Secretary The Bear Stearns Companies Inc. 245 Park Avenue New York, New York 10167 September 28, 1994
DEF 14A34th Page of 35TOC1stPreviousNextBottomJust 34th
THE BEAR STEARNS COMPANIES INC. PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS - OCTOBER 24, 1994 AT 5:00 P.M. The undersigned stockholder of The Bear Stearns Companies Inc. (the "Company") hereby appoints Alan C. Greenberg, James E. Cayne and E. John Rosenwald, Jr., and each of them, as attorneys and proxies, each with power of substitution and revocation, to represent the undersigned at the Annual Meeting of Stockholders of the Company to be held on October 24, 1994, and at any adjournments or postponements thereof, with authority to vote all shares of Common Stock of the Company held or owned by the undersigned on September 15, 1994 in accordance with the directions indicated herein. Item 1. ELECTION OF DIRECTORS: [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote (except as marked to the contrary below) for all nominees listed below Nominees for Directors: E. Garrett Bewkes, III, Denis A. Bovin, James E. Cayne, Peter Cherasia, Stephen M. Cunningham, Michael R. Dabney, Peter M. Drittel, Kevin J. Finnerty, Grace J. Fippinger, Carl D. Glickman, Thomas R. Green, Alan C. Greenberg, Donald J. Harrington, C.M., Richard Harriton, Nancy Havens-Hasty, Jonathan Ilany, Daniel L. Keating, John W. Kluge, David A. Liebowitz, Bruce M. Lisman, Matthew J. Mancuso, Vincent J. Mattone, Michael Minikes, William J. Montgoris, Donald R. Mullen, Jr., Frank T. Nickell, Craig M. Overlander, Stephen E. Raphael, Jeffrey P. Reich, R. Blaine Roberts, E. John Rosenwald, Jr., Frederic V. Salerno, Alan D. Schwartz, John C. Sites, Jr., Warren J. Spector, Robert M. Steinberg, Michael L. Tarnopol, Fred Wilpon and Uzi Zucker. (Instruction: To withhold authority to vote for any individual nominee named above, strike a line through that nominee's name) Item 2. APPROVAL OF PERFORMANCE GOALS IN RESTATED MANAGEMENT COMPENSATION PLAN: FOR [ ] AGAINST [ ] ABSTAIN [ ] Item 3. APPROVAL OF AMENDMENTS TO CAPITAL ACCUMULATION PLAN: FOR [ ] AGAINST [ ] ABSTAIN [ ] Item 4. In their discretion, the proxies are authorized to vote upon such other business as may properly be presented at the meeting or any adjournments or postponements thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2, 3 AND PURSUANT TO ITEM 4. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE ABOVE NOMINEES, "FOR" Approval of the Performance Goals in Restated Management Compensation Plan and "FOR" Approval of Amendments to Capital Accumulation Plan. (Please date and sign exactly as name appears hereon. When signing as attorney, administrator, trustee, custodian or guardian, give full title as such. Where more than one owner, all should sign. Proxies executed by a partnership or corporation should be signed in the full partnership or corporate name by a partner or authorized officer.) ---------------------------------------- (Signature) ---------------------------------------- (Signature if held jointly) Dated , 1994 ---------------------------
DEF 14ALast Page of 35TOC1stPreviousNextBottomJust 35th
APPENDIX -------- DESCRIPTION OF GRAPHIC MATERIAL OMITTED FROM EDGAR FILING (Pursuant to Item 304(a) of Regulation S-T) GRAPHIC MATERIAL (1) - In the paper-format version of this Proxy Statement, a line-graph, titled "PRE-TAX RETURN ON EQUITY - The Bear Stearns Companies Inc. v. Peer Group Average", appears in the section "EXECUTIVE COMPENSATION - COMPENSATION COMMITTEE REPORT - Compensation Policies". The sixth paragraph of this section describes the graph and the composition of the "Peer Group" used in the graph. The same data presented in the graph is presented in a chart that appears in both the paper-format and EDGAR versions of this Proxy Statement at the same point as the forementioned graph. GRAPHIC MATERIAL (2) - In the paper-format version of this Proxy Statement, a line-graph, titled "COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN", appears in the section "PERFORMANCE GRAPH". The first paragraph of this section describes the graph and the composition of the "Peer Group" used in the graph. The same data presented in the graph is presented in a chart that appears in both the paper-format and EDGAR versions of this Proxy Statement at the same point as the forementioned graph.

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This DEFR14A Filing   Date First   Last      Other Filings
1/1/9323
7/1/9330
7/13/932028
9/2/9329
4/14/94298-K
6/30/94203310-Q
7/1/94426
7/25/9426
9/1/94529
9/15/94334
Filed On / Filed As Of9/28/9423310-Q, 424B3
10/24/94234424B3
5/31/9533
6/30/953310-K405
 
TopList All Filings


Filing Submission 0000909518-94-000165   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2014 Fran Finnegan & Company.  All Rights Reserved.
AboutPrivacyRedactionsHelp — Thu, 21 Aug 10:07:37.1 GMT