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The Bear Stearns Companies, Inc.

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Forum Report: Practical Objectives of May 14 Open Meeting,

Based on Investor Survey


(May 9, 2008)



For a report of the meeting's results, see


Forum Report


Practical Objectives of May 14 Open Meeting

            Based on the Forum’s workshop explorations and yesterday’s survey of NYSSA member views to get a sense of professional investor interests, summarized below, we expect the Forum’s open meeting this coming Wednesday, May 14, to focus on the definition of alternative terms that might be reasonably considered for JPMorgan’s acquisition of Bear Stearns.

            Plans for the meeting have been refined to support this practical objective:

§    As previously indicated, the alternative terms defined at the meeting will be presented to JPMorgan for its consideration and comment.

§    Arrangements have been made for Glass Lewis & Co., a leading proxy advisory firm, to consider the issues addressed at the meeting in its report of client recommendations for the May 29 vote, and to make its report available to Forum participants.

§    One or more surveys of investors will be conducted to determine their views of the proposed alternative terms, or of other issues that may be relevant.  

Investor interest in alternative terms

            As indicated in the appended summary of the NYSSA survey, 42% of the responding investment professionals stated that they would like to see alternative terms for JPMorgan’s acquisition of Bear Stearns.  This interest was of course much higher, at 61.5%, among respondents who reported being an existing or prospective holder of Bear Stearns stock.  More surprisingly, though, 33.3% of respondents who reported being existing or prospective holders of JPMorgan stock, but not of Bear Stearns, said they would like to see alternative terms.

            Please let me know if you have questions about the survey response, or any suggestions for Wednesday’s meeting.

           GL – May 9, 2008


Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335





NYSSA Member Interest in Bear Stearns Acquisition Terms

May 8, 2008 Survey


            Following are the questions and responses, as percentages of total answers, in a survey of members of the New York Society of Security Analysts.  The survey was initiated by email shortly before noon on May 8, 2008, distributed to a sampling of NYSSA members requesting an anonymous “2 minute” response on a linked web site “to better understand your interest” in the proposed JPMorgan acquisition of Bear Stearns.  There had been no previous NYSSA reports to members, either by email or on its web site, relating to the Shareholder Forum program or its planned May 14 open meeting to address the Bear Stearns situation, and the reference to the meeting in the survey request was limited to the request for feedback “so that we will be able to use your input in our planning.”


1. Do you have an investment interest in either of these companies, as an existing or prospective holder of its stock?




Bear Stearns (NYSE:BSC)



JPMorgan Chase (NYSE:JPM)



2. Do you have a professional research interest in the securities of either of these companies?




Bear Stearns



JPMorgan Chase



3. Would you like to see alternative terms for JP Morgan’s acquisition of Bear Stearns?







4. Would you want to be informed of proposals for alternative terms that may be considered by JPMorgan or by a court resolving shareholder litigation?







5. Would you want to participate in the process of defining proposed alternative terms?












This Forum program is open, free of charge, to all shareholders of The Bear Stearns Companies, Inc. ("BSC") and to any fiduciaries or professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives, addressing issues described in the Forum Summary.

As stated in the posted Conditions of Participation, all Forum participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

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The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.