Filed by The Bear Stearns Companies Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Subject Company: The Bear Stearns Companies Inc.
(Commission File No. 001-8989)
Certain statements contained in this filing are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties, which could
cause actual results to differ materially from those discussed in the
forward-looking statements. The following factors, among others, could cause
actual results to differ from those set forth in the forward-looking statements:
the ability to obtain governmental and self-regulatory organization approvals of
the merger on the proposed terms and schedule and any changes to regulatory
agencies' outlook on, responses to and actions and commitments taken in
connection with the merger and the agreements and arrangements related thereto.
For a discussion of the additional risks and uncertainties that may affect Bear
Stearns' future results, please see: (1) "Risk Factors" in Bear Stearns' Annual
Report on Form 10-K for the year ended November 30, 2007 and "Risk Management"
filed as Exhibit 13 to Bear Stearns' Annual Report on Form 10-K for the year
ended November 30, 2007; (2) similar sections of Bear Stearns' quarterly reports
on Form 10-Q, which have been filed with the Securities and Exchange Commission
("SEC"); and (3) "Management's Discussion and Analysis of Financial Condition
and Results of Operations" filed as an Exhibit to Bear Stearns' Current Report
on Form 8-K filed with the SEC on April 11, 2008.
Additional Information
In connection with the proposed merger, JPMorgan Chase has filed with the SEC a
Registration Statement on Form S-4 that includes a proxy statement of Bear
Stearns that also constitutes a prospectus of JPMorgan Chase. JPMorgan Chase and
Bear Stearns urge investors and security holders to read the proxy
statement/prospectus regarding the proposed merger and any other relevant
documents filed with the SEC, as well as any amendments or supplements to those
documents, because they contain important information. You may obtain copies of
all documents filed with the SEC regarding this transaction, free of charge, at
the SEC's website (www.sec.gov). You may also obtain these documents, free of
charge, from JPMorgan Chase's website (www.jpmorganchase.com) under the tab
"Investor Relations" and then under the heading "Financial Information" and then
under the item "SEC Filings." You may also obtain these documents, free of
charge, from Bear Stearns' website (www.bearstearns.com) under the heading
"Investor Relations" and then under the tab "SEC Filings."
Participants in the Solicitation
JPMorgan Chase, Bear Stearns and their respective directors, executive officers
and certain other members of management and employees may be soliciting proxies
from Bear Stearns stockholders in favor of the merger. Information regarding the
persons who may, under the rules of the SEC, be deemed participants in the
solicitation of the Bear Stearns stockholders in connection with the proposed
merger is set forth in the proxy statement/prospectus filed with the SEC. You
can find information about JPMorgan Chase's executive officers and directors in
its definitive proxy statement filed with the SEC on March 31, 2008. You can
find information about Bear Stearns' executive officers and directors in the
amendment to its Annual Report on Form 10-K filed with the SEC on March 31,
2008. You can obtain free copies of these documents from JPMorgan Chase and Bear
Stearns using the contact information above.
* * *
[The following is a reminder notice that was sent to stockholders of The Bear
Stearns Companies Inc.]
IMPORTANT REMINDER
TIME IS SHORT - PLEASE VOTE TODAY
May 8, 2008
Dear Stockholder:
We have previously mailed to you a proxy statement/prospectus dated
April 28, 2008 asking for your vote in support of the merger of a wholly-owned
subsidiary of JPMorgan Chase & Co. with and into The Bear Stearns Companies
Inc., with Bear Stearns surviving as a subsidiary of JPMorgan Chase, pursuant to
a merger agreement, dated as of March 16, 2008, by and between Bear Stearns and
JPMorgan Chase, as amended on March 24, 2008. Please be sure your shares are
represented and voted at our Special Meeting of Stockholders to be held on May
29, 2008 to approve and adopt the merger agreement. Your vote is important
regardless of how many shares you hold.
According to our latest records, we have not received your voting
instructions for this important meeting. Please vote today.
You may use one of the following methods for promptly providing your
voting instructions:
1. Vote by Internet - www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern
Time on May 28, 2008. Have your proxy card in hand when you
access the web site and follow the instructions to obtain your
records and to create an electronic voting instruction form.
2. Vote by Phone - 1-800-690-6903
Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time on May 28, 2008.
Have your proxy card in hand when you call and then follow the
instructions.
3. Vote by Mail
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to The
Bear Stearns Companies Inc. c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717.
As more fully described in the proxy statement/prospectus, the Board
of Directors of Bear Stearns unanimously recommends that you vote FOR the
approval and adoption of the merger agreement. Because the affirmative vote of
the holders of a majority of the outstanding shares of Bear Stearns common stock
entitled to vote at the Special Meeting is needed for us to proceed with the
merger, the failure to vote by proxy or in person will have the same effect as a
vote against the merger. If you have not already done so, please vote your Bear
Stearns shares today.
If you have any questions concerning the merger or the proxy
statement/prospectus, would like additional copies of the proxy
statement/prospectus or need help voting your shares of Bear Stearns common
stock, please contact MacKenzie Partners, Inc., Bear Stearns' proxy solicitor,
at (212) 929-5500 (Call Collect) or (800) 322-2885 (Toll-Free).
Thank you for your cooperation and continued support.
Sincerely,
/s/ Kenneth L. Edlow
Kenneth L. Edlow
Secretary
ADDITIONAL INFORMATION
In connection with the proposed merger, JPMorgan Chase has filed
with the SEC a Registration Statement on Form S-4 that includes a proxy
statement of Bear Stearns that also constitutes a prospectus of JPMorgan Chase.
JPMorgan Chase and Bear Stearns urge investors and security holders to read the
proxy statement/prospectus regarding the proposed merger and any other relevant
documents filed with the SEC, as well as any amendments or supplements to those
documents, because they contain important information. You may obtain copies of
all documents filed with the SEC regarding this transaction, free of charge, at
the SEC's website (www.sec.gov). You may also obtain these documents, free of
charge, from JPMorgan Chase's website (www.jpmorganchase.com) under the tab
"Investor Relations" and then under the heading "Financial Information" and then
under the item "SEC Filings." You may also obtain these documents, free of
charge, from Bear Stearns' website (www.bearstearns.com) under the heading
"Investor Relations" and then under the tab "SEC Filings."
JPMorgan Chase, Bear Stearns and their respective directors,
executive officers and certain other members of management and employees may be
soliciting proxies from Bear Stearns stockholders in favor of the merger.
Information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the Bear Stearns stockholders in connection
with the proposed merger is set forth in the proxy statement/prospectus filed
with the SEC. You can find information about JPMorgan Chase's executive officers
and directors in its definitive proxy statement filed with the SEC on March 31,
2008. You can find information about Bear Stearns' executive officers and
directors in the amendment to its Annual Report on Form 10-K filed with the SEC
on March 31, 2008. You can obtain free copies of these documents from JPMorgan
Chase and Bear Stearns using the contact information above.