Bear Stearns Companies Inc – ‘DEFR14A’ on 3/13/01

On:  Tuesday, 3/13/01, at 11:02am ET   ·   Accession #:  930413-1-607   ·   File #:  1-08989

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Definitive Revised Proxy Statement                     2     13K 

Document Table of Contents

DEFR14A
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UNITED STATES   
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )             

Filed by the Registrant (X)                                                     
Filed by a Party other than the Registrant ( )                                  

Check the appropriate box:                                                      

( )  Preliminary Proxy Statement                                                

( )  Confidential, For Use of the Commission Only (as permitted by Rule         
14a-6(e)(2))                                                          

(X)  Definitive Revised Proxy Statement                                         

( )  Definitive Additional Materials                                            

( )  Soliciting Material Under rule 14a-12                                      

 THE BEAR STEARNS COMPANIES INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)        

Payment of Filing Fee (Check the appropriate box):                              

(X)  No fee required.                                                           

( )  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 (set forth the amount on which the
filing fee is calculated and state how it was determined):  

4)   Proposed maximum aggregate value of transaction:                 

5)   Total fee paid:                                                  

( )  Fee paid previously with preliminary materials:                            

( )  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:                                                      

DEFR14A
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 THE BEAR STEARNS COMPANIES INC.
 245 PARK AVENUE
NEW YORK, NEW YORK 10167
 -----------------
 SUPPLEMENT TO PROXY STATEMENT
 -----------------
ANNUAL MEETING OF STOCKHOLDERS
MARCH 29, 2001
 -----------------

      This Supplement to the Proxy Statement  clarifies the line graph set forth
under the caption  "PERFORMANCE GRAPH - COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL
RETURN" in the Proxy Statement of The Bear Stearns Companies Inc. dated March 2,
2001. The revised Performance Graph is set forth below.                         

March 13, 2001                                By order of the Board of Directors
                             Kenneth L. Edlow,
                     Secretary

 PERFORMANCE GRAPH

      The following  performance graph compares the performance of an investment
in the  Company's  Common Stock over the last five fiscal years with the S&P 500
Index,  the S&P  Financial  Diversified  Index and its Peer Group.  The entities
included  in the  Company's  current  peer group (the "Peer  Group")  consist of
Merrill Lynch & Co.,  Inc.,  Morgan  Stanley,  Dean Witter & Co.,  Goldman Sachs
Group Inc. and Lehman Brothers Holdings,  Inc. The performance graph assumes the
value of the investment in the Company's Common Stock and each index was $100 on
November 30, 1995, and that all dividends have been reinvested.  There can be no
assurance that the Company's  future stock  performance will correlate with past
stock performance.                                                              

 COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

[Data below represents line chart in the printed piece] 

--------------                                                                  
      Assumes $100 invested on November 30, 1995 in the Company's  Common Stock;
S&P 500 Index; S&P Financial  Diversified  Index; the New Peer Group and the Old
Peer Group and that all dividends have been reinvested.                         

                                                        [Enlarge/Download Table]

                                   1995     1996     1997     1998    1999      2000 
                                   ----     ----     ----     ----    ----      ---- 
                                                                                     
The Bear Stearns Companies Inc.  $100.00  $152.54  $258.85  $278.42  $312.64  $362.66
New Peer Group (1)                100.00   138.51   234.11   294.18   431.12   416.92
Old Peer Group (2)                100.00   136.67   234.10   293.99   419.60   499.12
S&P Financial Diversified Index   100.00   137.35   192.07   270.94   341.25   393.49
S&P 500 Index                     100.00   126.18   159.24   198.72   236.12   219.17

---------------                                                                 
(1)  Peer Group  calculation  assumes  conversion  of Morgan  Stanley Group Inc.
     shares into newly formed  company,  Morgan  Stanley,  Dean Witter & Co., in
     June 1997.  In fiscal year 2000,  Goldman Sachs Group Inc. was added to the
     peer group.  Goldman  Sachs Group Inc. is not included in results for 1995,
     1996,  1997,  1998 and 1999. The peer group no longer  includes  Donaldson,
     Lufkin & Jenrette  Inc. and Paine  Webber  Group Inc. due to their  mergers
     with  Credit  Suisse  Group  and UBS AG,  respectively,  and the  resulting
unavailability of financial information on a comparative basis.       
(2)  Peer Group  calculation  assumes  conversion  of Morgan  Stanley Group Inc.
     shares into newly formed  company,  Morgan  Stanley,  Dean Witter & Co., in
     June 1997. Donaldson,  Lufkin & Jenrette Inc.'s performance is not included
     in results for 1995.  Donaldson  Lufkin & Jenrette  Inc.  and Paine  Webber
     Group Inc are not  included in results for 2000 due to their  mergers  with
     Credit   Suisse  Group  and  UBS  AG,   respectively,   and  the  resulting
unavailability of financial information on a comparative basis.       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
		3/29/01		2					424B3,  DEF 14A,  PRE 14A
Filed on:		3/13/01		2
		3/2/01		2					DEF 14A,  SC 13D/A
		11/30/95		2
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