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Bear Stearns Companies Inc – ‘DEFR14A’ on 9/28/94 – DEF 14A

As of: Wednesday, 9/28/94 · Accession #: 909518-94-165 · File #: 1-08989

  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    165K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Alan C. Greenberg Approval of Amendments to Capital Accumulation Plan Approval of Performance Goals in Restated Management Compensation Plan: Audit Committee Comparison of Five Year Cumulative Total Return Compensation Committee Compensation Committee Report Compensation Policies Donald J. Harrington, C.M Donald R. Mullen, Jr E. John Rosenwald, Jr Election of Directors: Equity Ownership and Capital Accumulation Plan Executive Committee Executive Compensation John C. Sites, Jr Management and Compensation Committee Management Compensation Plan Performance Graph Pre-Tax Return on Equity Proposed Amendments Security Ownership of Management Summary Compensation Table
1	1st Page - Filing Submission
2	Alan C. Greenberg
6	Security Ownership of Management
9	Donald J. Harrington, C.M
10	Donald R. Mullen, Jr
"	E. John Rosenwald, Jr
11	John C. Sites, Jr
15	Executive Committee
"	Audit Committee
"	Compensation Committee
"	Management and Compensation Committee
17	Executive Compensation
"	Compensation Committee Report
"	Compensation Policies
18	Pre-Tax Return on Equity
19	Management Compensation Plan
21	Equity Ownership and Capital Accumulation Plan
22	Summary Compensation Table
24	Performance Graph
"	Comparison of Five Year Cumulative Total Return
31	Proposed Amendments
34	Item 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 14A 1st Page of 35 TOC ↑Top Previous Next ↓Bottom Just 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 14A 2nd Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 3rd Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 4th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 5th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 6th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 7th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 8th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 9th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 10th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 11th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 12th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 13th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 14th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 15th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 16th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 17th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 18th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 19th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 20th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 21st Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 22nd Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 23rd Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 24th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 25th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 26th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 27th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 28th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 29th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 30th Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 31st Page of 35 TOC 1st Previous Next ↓Bottom Just 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 14A 32nd Page of 35 TOC 1st Previous Next ↓Bottom Just 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.

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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

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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
---------------------------

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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.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFR14A’ Filing	Date	First	Last	Other Filings

	6/30/95	33		10-K405
	5/31/95	33
	10/24/94	2	34	424B3
Filed on:	9/28/94	2	33	10-Q, 424B3
	9/15/94	3	34
	9/1/94	5	29
	7/25/94	26
	7/1/94	4	26
	6/30/94	20	33	10-Q
	4/14/94	29		8-K
	9/2/93	29
	7/13/93	20	28
	7/1/93	30
	1/1/93	23
				List all Filings

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

Bear Stearns Companies Inc – ‘DEFR14A’ on 9/28/94 – DEF 14A

As of: Wednesday, 9/28/94 · Accession #: 909518-94-165 · File #: 1-08989

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Revised Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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