Amendment No.1 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1)*

 

 

 

THE BEAR STEARNS COMPANIES INC.

(Name of Issuer)

 

 

Common Stock, par value $1.00 per share

(Title of Class of Securities)

 

 

073902108

(CUSIP Number)

 

 

Anthony J. Horan

Corporate Secretary

JPMorgan Chase & Co.

270 Park Avenue

New York, NY 10017

Telephone: (212) 270-7122

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

April 7, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13D

 

CUSIP NO. 073902108    PAGE 2 OF 9

 

  1.  

NAME OF REPORTING PERSON

            JPMorgan Chase & Co.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

            13-2624428

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

             (a)  ¨

            (b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS (See Instructions)

 

            WC

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

            x

   
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7.    SOLE VOTING POWER

 

                14,706,394(1)

 

  8.    SHARED VOTING POWER

 

                1,475,520(1)(2)

 

  9.    SOLE DISPOSITIVE POWER

 

                14,706,394(1)

 

10.    SHARED DISPOSITIVE POWER

 

                1,475,520(1)(2)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            16,181,914(1)(2)

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

(See Instructions) ¨

   
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            11.10%(1)(3)

   
14.  

TYPE OF REPORTING PERSON (See Instructions)

 

            HC, CO

   

(1)

See Items 4 and 5 below.

(2)

Includes call options with respect to 1,057,800 shares.

(3)

This percentage is based upon 145,727,555 shares of Common Stock issued and outstanding as of April 7, 2008, as reported directly by the Issuer to the Filing Parties.

 


SCHEDULE 13D

 

CUSIP NO. 073902108    PAGE 3 OF 9

 

  1.  

NAME OF REPORTING PERSON

            J. P. Morgan Ventures Corporation

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

            13-3471824

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

             (a)  ¨

            (b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS (See Instructions)

 

            WC

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

            ¨

   
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7.    SOLE VOTING POWER

 

                None

 

  8.    SHARED VOTING POWER

 

                300 (1)

 

  9.    SOLE DISPOSITIVE POWER

 

                None

 

10.    SHARED DISPOSITIVE POWER

 

                300 (1)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            300(1)

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

(See Instructions) ¨

   
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            0.0%(1)(2)

   
14.  

TYPE OF REPORTING PERSON (See Instructions)

 

            CO

   

(1)

See Items 4 and 5 below.

(2)

This percentage is based upon 145,727,555 shares of Common Stock issued and outstanding as of April 7, 2008, as reported directly by the Issuer to the Filing Parties.

 


SCHEDULE 13D

 

CUSIP NO. 073902108    PAGE 4 OF 9

 

  1.  

NAME OF REPORTING PERSON

            J. P. Morgan Whitefriars Inc.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

            22-2252041

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

             (a)  ¨

            (b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS (See Instructions)

 

            WC

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

            ¨

   
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7.    SOLE VOTING POWER

 

                None

 

  8.    SHARED VOTING POWER

 

                442,568(1)(2)

 

  9.    SOLE DISPOSITIVE POWER

 

                None

 

10.    SHARED DISPOSITIVE POWER

 

                442,568(1)(2)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            442,568(1)(2)

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

(See Instructions) ¨

   
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            0.30%(1)(3)

   
14.  

TYPE OF REPORTING PERSON (See Instructions)

 

            CO

   

(1)

See Items 4 and 5 below.

(2)

Includes call options with respect to 26,800 shares.

(3)

This percentage is based upon 145,727,555 shares of Common Stock issued and outstanding as of April 7, 2008, as reported directly by the Issuer to the Filing Parties.

 


SCHEDULE 13D

 

CUSIP NO. 073902108    PAGE 5 OF 9

 

  1.  

NAME OF REPORTING PERSON

            J. P. Morgan Securities Inc.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

            13-3379014

   
  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

             (a)  ¨

            (b)  ¨

   
  3.  

SEC USE ONLY

 

   
  4.  

SOURCE OF FUNDS (See Instructions)

 

            WC

   
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

            x

   
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            Delaware

   

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

  7.    SOLE VOTING POWER

 

                None

 

  8.    SHARED VOTING POWER

 

                1,032,652(1)(2)

 

  9.    SOLE DISPOSITIVE POWER

 

                None

 

10.    SHARED DISPOSITIVE POWER

 

                1,032,652(1)(2)

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            1,032,652(1)(2)

   
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

(See Instructions) ¨

   
13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            0.71%(1)(3)

   
14.  

TYPE OF REPORTING PERSON (See Instructions)

 

            CO

   

(1)

See Items 4 and 5 below.

(2)

Includes call options with respect to 1,031,000 shares.

(3)

This percentage is based upon 145,727,555 shares of Common Stock issued and outstanding as of April 7, 2008, as reported directly by the Issuer to the Filing Parties.

 


SCHEDULE 13D

 

CUSIP NO. 073902108    PAGE 6 OF 9

 

This Amendment No. 1 amends the Schedule 13D dated March 24, 2008 (as amended, the “Schedule 13D”) of JPMorgan Chase & Co., a Delaware corporation (“JPMorgan Chase”), and its wholly owned direct and indirect subsidiaries, J.P. Morgan Securities Inc., a Delaware corporation, J.P. Morgan Ventures Corporation, a Delaware corporation and J.P. Morgan Whitefriars Inc., a Delaware corporation (collectively, the “Filing Parties”), in respect of shares of common stock, par value $1.00 per share (the “Common Stock”), of The Bear Stearns Companies Inc., a Delaware corporation (the “Issuer”), as follows (unless otherwise indicated, all capitalized terms used but not defined herein have the meaning ascribed to such terms in the Schedule 13D):

 

Item 3 Source and Amount of Funds or Other Consideration

Item 3 is hereby amended by adding the following paragraph at the beginning thereof:

Between March 25, 2008 and April 7, 2008, JPMorgan Chase acquired 3,203,119 shares of Common Stock in the open market. The aggregate purchase price of $38,522,350.75 was paid out of working capital. The number of shares purchased on each day and the price or volume weighed average price for such shares are set forth in Schedule III to this Statement and incorporated herein by reference.

 

Item 5 Interest in Securities of the Issuer

Item 5 is hereby amended by replacing the paragraph contained in Item 5(a) and (b) with the following:

As of April 7, 2008 JPMorgan Chase beneficially owned 16,181,914 shares of Common Stock, or approximately 11.10% of the outstanding shares of Common Stock based on 145,727,555 shares of Common Stock issued and outstanding as of April 7, 2008, as reported directly by the Issuer to the Filing Parties. Of such shares, JPMorgan Chase had the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 14,706,394 shares of Common Stock, and shared voting and dispositive power with the other Filing Parties with respect to 1,475,520 shares (including 1,057,800 shares which one or more Filing Parties have the right to acquire under call options). Following JPMorgan Chase’s acquisition of shares pursuant to the terms of the Share Exchange Agreement, JPMorgan Chase will hold and have the sole power to vote and dispose of shares representing an additional 95,000,000 shares of the Issuer. Based on JPMorgan Chase’s current beneficial ownership and after issuance of the 95,000,000 shares to be acquired pursuant to the Share Exchange Agreement, JPMorgan Chase will beneficially own 111,181,914 shares or 46.19% of Issuer’s shares then outstanding (based on 145,727,555 shares of Common Stock issued and outstanding as of April 7, 2008 plus the newly issued 95,000,000 shares).

Item 5 is hereby further amended by adding the following to Item 5(c) at the beginning thereof:

Schedule III to this Statement sets forth transactions in the Common Stock which were effected during the period from March 25, 2008 through April 7, 2008. The transactions in the Common Stock described in Schedule III made during this period were effected on the New York Stock Exchange, NYSE Arca, NASDAQ or the over-the-counter markets. Except as set forth in Schedule III, no transactions in the Common Stock were effected by the Filing Parties or, to the knowledge of any of the Filing Parties, any of the persons listed on Schedule I hereto, during the period from March 25, 2008 through April 7, 2008.

 

Item 7 Material to be Filed as Exhibits

 

Exhibit
No.

  

Description

1.    Agreement Required for Joint Filing Under Rule 13d-1(k)(1)*
2.    Agreement and Plan of Merger, dated as of March 16, 2008, by and between The Bear Stearns Companies Inc. and JPMorgan Chase & Co. (incorporated by reference to Exhibit 2.1 to JPMorgan Chase’s current report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2008)

 


SCHEDULE 13D

 

CUSIP NO. 073902108    PAGE 7 OF 9

 

3.    Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 23, 2008, by and between The Bear Stearns Companies Inc. and JPMorgan Chase & Co. (incorporated by reference to Exhibit 2.1 to JPMorgan Chase’s current report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2008)
4.    Share Exchange Agreement, dated as of March 23, 2008, by and between The Bear Stearns Companies Inc. and JPMorgan Chase & Co. (incorporated by reference to Exhibit 2.2 to JPMorgan Chase’s current report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2008)
5.   

Amended and Restated Guaranty, dated as of March 23, 2008 (incorporated by reference to Exhibit 99.1 to JPMorgan Chase’s

current report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2008)

6.    Fed Guaranty, dated as of March 23, 2008 (incorporated by reference to Exhibit 99.2 to JPMorgan Chase’s current report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2008)

 

* Filed in original Schedule 13D, dated March 24, 2008.

 


SCHEDULE 13D

 

CUSIP NO. 073902108    PAGE 8 OF 9

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 7, 2008

 

    JPMORGAN CHASE & CO.
By:   /s/ Anthony J. Horan
  Name: Anthony J. Horan
  Title: Corporate Secretary
  J.P. MORGAN SECURITIES INC.
By:   /s/ Anthony J. Horan
  Name: Anthony J. Horan
  Title: Assistant Secretary
  J.P. MORGAN VENTURES CORPORATION
By:   /s/ Kathleen A. Juhase
  Name: Kathleen A. Juhase
  Title: Assistant Secretary
  J.P. MORGAN WHITEFRIARS INC.
By:   /s/ Colleen A. Meade
  Name: Colleen A. Meade
  Title: Assistant Secretary

 


SCHEDULE 13D

 

CUSIP NO. 073902108    PAGE 9 OF 9

 

Schedule III

Transactions During the Past Sixty Days

Schedule III is hereby amended to add the following to the beginning thereof:

 

Name    Security    Purchase  
(P) / Sale  
(S)  
  Quantity     Price

$

 

 

  Trade
Date
 
 

JPMorgan Chase & Co.

   BSC COMMON STOCK      486,000        10.8560        3/25/2008   

JPMorgan Chase & Co.

   BSC COMMON STOCK      920,394     10.5553     4/4/2008  

JPMorgan Chase & Co.

   BSC COMMON STOCK      1,800,000     10.6277     4/7/2008  

J.P. Morgan Whitefriars Inc.

   BSC COMMON STOCK      17,970     122.0612     3/25/2008  

J.P. Morgan Whitefriars Inc.  

   BSC COMMON STOCK    S1    43,045     0.00     3/26/2008  

J.P. Morgan Whitefriars Inc.

   BSC COMMON STOCK      600     106.6667     3/28/2008  

J.P. Morgan Whitefriars Inc.

   BSC COMMON STOCK      9,700     114.8454     4/1/2008  

J.P. Morgan Whitefriars Inc.

   BSC COMMON STOCK      11,500     89.5652     4/2/2008  

 

1

Delivery against a pre-existing short position.