Program Reference

Program Activities

News Reports

General Reference Material

Program Activities

• June 5, 2008 Forum Report: Open Issues, Including Voting Results

• May 23, 2008 Letter: Requesting JPMorgan Comments on Fair Alternatives

• May 23, 2008 Forum Report: Shareholder Voting Recommendations of Proxy Advisory Firms

• May 15, 2008 Forum Report: Alternatives Defined at May 14 Meeting

• May 14, 2008 Open Forum Meeting: Review of Practical Shareholder Alternatives

• May 13, 2008 Forum Report: The Bear Stearns Opportunity to Establish Marketplace Order

• May 9, 2008 Forum Report: Practical Objectives of May 14 Open Meeting, Based on Investor Survey

• May 8, 2008 Forum Survey: NYSSA Member Interest in Bear Stearns Acquisition Terms

• May 8, 2008 Forum Report: Federal Lawsuit Seeks Injunction of Proposed Acquisition

• May 1, 2008 Forum Report: Inviting Suggestions of Expertise Needed to Consider Shareholder Alternatives

• April 23, 2008 Forum Report: Workshops to Report on Legal Challenges and Transaction Alternatives

• April 23, 2008 Forum Report: NYSSA Program on Theories of Responsibility to Creditors and Shareholders in a "Zone of Insolvency"

• April 23, 2008 Forum Report: Focus on Issues Relevant to Investor Decisions

• March 31, 2008 Forum Report: Timely Attention to Bear Stearns Shareholder Issues
   

News Reports

• May 2, 2009 Financial Times: "Chrysler saga sets dangerous precedent for the long term"

• December 14, 2008 New York Times: "Blank Check for Banks, Pink Slips for Detroit"

• October 2, 2008 New York Times: "36 Hours of Alarm and Action as Crisis Spiraled"

• September 30, 2008 Financial Times: "Wall Street dispatch: Blaming birds for chirping"

• September 19, 2008 New York Times: "Reckless? You’re in Luck"

• August 4, 2008 Fortune: "The cases against Bear Stearns | A field spotters' guide to the litigation that followed the collapse of the 85-year-old firm."

• June 16, 2008 New York Times: "JPMorgan’s Stately Old Logo Returns for Institutional Business"

• June 10, 2008 Wall Street Journal: "Fed Turns Focus to Derivatives Market, Wants Improved Infrastructure Soon"

• June 8, 2008 Financial Times: "NY Fed chief urges global bank framework," with commentary of Timothy Geithner: "We can reduce risk in the financial system"

• June 6, 2008 Wall Street Journal: "Insider Joins Critics of the Fed, Faulting Credit-Crisis Programs | Richmond's Lacker Amplifies Volcker; Moral Hazard Fears"

• May 30, 2008 New York Times: "At Bear, an Apology Is Met With Silence"

• May 29, 2008 Wall Street Journal: "Bear Stearns Shareholders Approve Buyout by J.P. Morgan"

• May 27-29, 2008 Wall Street Journal: "The Fall of Bear Stearns"

  • May 27, 2008, Part One: "Lost Opportunities Haunt Final Days of Bear Stearns"

  • May 28, 2008, Part Two: "Fear, Rumors Touched Off Fatal Run on Bear Stearns"

  • May 29, 2008: Part Three: "Bear Stearns Neared Collapse Twice in Frenzied Last Days"

• May 28, 2008 Financial Times: "US investment banks split over Fed loan facility"

• May 27, 2008 New York Sun: "States Jockeying To Control Suit Over Bear Stearns Demise"

• May 24, 2008 Wall Street Journal: "How J.P. Morgan Does 'Merger in Reverse' | Fast Work to Absorb Bear Stearns Comes After Hurried Deal"

• May 23, 2008 Wall Street Journal: "Bear Stearns Is Sued on Sale of Building"

• May 21, 2008 Wall Street Journal: "Proxy Governance Bashes Bear Execs, Backs Buyout"

• May 20, 2008 Bloomberg: "Hedge Funds in Swaps Face Peril With Rising Junk Bond Defaults"

• May 19, 2008 Financial Times: "Shrunken Street" and "Dimon puts a word in for Bear staff victims"

• May 16, 2008 Wall Street Journal: "JPMorgan Likely To Spin Off Bear Asset Management Ops"

• May 14, 2008 Financial Times: "JPMorgan faces higher charge of $9bn to cover Bear Stearns' clean-up"

• May 7, 2008 Reuters: "Bear Stearns investors drop bid to block buyout"

• May 3, 2008 Wall Street Journal: "Buffett Says Some Banks Too Big, Complicated To Run"

• May 2, 2008 Fortune: "Bear Stearns second brush with bankruptcy | The firm wasn't out of the woods even after its initial agreement to merge with JPMorgan, a filing shows"

• April 29, 2008 Wall Street Journal: "Fed's Bailout Is Questioned by Ex-Staffer"

• April 28, 2008 Wall Street Journal: "SEC Declares JP Morgan Registration For Bear 'Effective'"

• April 25, 2008 Wall Street Journal: "J.P. Morgan to Detail Post-Deal Plan"

• April 23, 2008 Wall Street Journal: "SEC Rebuffs Lawmakers Over Bear"

• April 15, 2008 Wall Street Journal: "Bear Receives SEC Notice; Net Falls 79%"

• April 13, 2008 New York Times DealBook: "Anatomy of a Merger"

• April 7, 2008 New York Times DealBook: "Tightening the Locks on Bear"

• April 5, 2008 Wall Street Journal: "Bear Stearns's Trading Unit Draws Interest | J.P. Morgan Plans Commodity Expansion With Energy Business"

• April 5, 2008 Wall Street Journal: "J.P. Morgan Integrates Bear Senior Managers"

• April 5, 2008 Financial Times: "JPMorgan to merge Bear's investment banking unit"

• April 4, 2008 New York Times: "Testimony Offers Details of Bear Stearns Deal "

• April 3, 2008 Wall Street Journal: "JPMorgan: Acquired Shrs To Help Ensure Bear Stearns 'Rescue'"

• April 3, 2008 Wall Street Journal: "Lawmakers Seek More Details On Bear-JPMorgan Deal"

• April 2, 2008 Wall Street Journal Real Time Economics: "Behind Bear Stearns Loan: Investment Grade Assets"

• April 2, 2008 Wall Street Journal: "Mortgage Securities Back Fed Loan to Bear Stearns"

• April 2, 2008 Financial Times Lex: "Zone of insolvency"

• March 25, 2008 Wall Street Journal: "Bear at $10: Done Deal?"

• March 20, 2008 Bloomberg: "Bear Holder Lewis May Seek Alternative to JPMorgan"

• March 19, 2008 Wall Street Journal: "J.P. Morgan Adds to Derivatives Muscle"

General Reference Material

• Press Releases:

  • May 29, 2008 JPMorgan Chase & Co. press release: "Bear Stearns Stockholders Approve Merger"

  • April 28, 2008 Bear Stearns press release (as published by Business Wire): "Bear Stearns Announces Special Stockholder Meeting"

  • April 10, 2008 Moody's Investors Service Rating Action: "Moody's Downgrades Certain Bear Stearns Subprime RMBS"

  • April 8, 2008 Bear Stearns press release (as published by Business Wire): "Bear Stearns Completes Share Exchange Transaction with JPMorgan Chase"

  • March 24, 2008 JPMorgan Chase & Co. press release: "JPMorgan Chase and Bear Stearns Announce Amended Merger Agreement and Agreement for JPMorgan Chase to Purchase 39.5% of Bear Stearns"

  • March 16, 2008 JPMorgan Chase & Co. press release and investor presentation: "JPMorgan Chase To Acquire Bear Stearns | JPMorgan Chase Acquiring Bear Stearns"

   

• Speeches:

  • June 9, 2008 remarks at The Economic Club of New York, New York City, of Timothy F. Geithner, President and Chief Executive Officer of the Federal Reserve Bank of New York: "Reducing Systemic Risk in a Dynamic Financial System"

   

• Proposed Acquisition Documents:

  • May 14, 2008 JPMorgan Chase & Co Form 425 report

  • April 28, 2008, The Bear Stearns Companies Inc. Schedule 14A Proxy Statement

  • April 25, 2008, JPMorgan Chase & Co Form S-4/A Registration Statement; see also April 28, 2008, SEC Notice of Effectiveness

  • March 23, 2008 revised agreements (as presented in exhibits to JPMorgan Chase’s report on Form 8-K filed with the SEC on March 24, 2008)

    • 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.

    • Share Exchange Agreement, dated as of March 23, 2008, by and between The Bear Stearns Companies Inc. and JPMorgan Chase & Co.

    • Amended and Restated Guaranty, dated as of March 23, 2008

    • Fed Guaranty, dated as of March 23, 2008

  • March 16, 2008 agreements, by and between The Bear Stearns Companies Inc. and JPMorgan Chase & Co. (as presented in exhibits to JPMorgan Chase’s report on Form 8-K filed with the SEC on March 20, 2008)

    • Agreement and Plan of Merger , dated as of March 16, 2008

    • Guaranty Agreement , dated as of March 16, 2008

    • Stock Option Agreement , dated as of March 16, 2008

   

• Litigation:

  • New York State Supreme Court (New York County), In Re Bear Stearns Litigation, Index No. 600780/2008

    • May 6, 2008 letter of Daniel W. Krasner of Wolf Haldenstein Adler Freeman & Herz, as plaintiffs' co-liaison counsel, withdrawing motion for injunction (1 page, 22 KB, in PDF format)

    • April 15, 2008, Stipulation and Order (extending time for defendants to answer or move until May 30, 2008) (3 pages, 216 KB, in PDF format)

    • March 27, 2008, Consolidated Amended Class Action Complaint (28 pages, 1,113 KB, in PDF format)

  • United States District Court of the Southern District of New York, Cohen v. Bear Stearns Companies, Inc. et al, Case No. 07-cv-10453

    • April 10, 2008, Verified Second Amended Shareholder Derivative and Class Complaint, pages 1-49 (49 pages, 2,208 KB, in PDF format) and Complaint pages 50-96 with verifications (49 pages, 2,109 KB, in PDF format)

   

• Research:

  • Proxy Voting Advisers:

    • May 21, 2008 Egan-Jones Proxy Services: Bear Stearns Companies, Inc.

    • May 21, 2008 PROXY Governance, Inc.: Bear Stearns Companies, Inc.

    • May 19, 2008 Glass Lewis & Co. Proxy Paper (Jason McCandless, lead analyst): Bear Stearns Cos.  (12 pages, 164 KB, in PDF format)

  • Richard X. Bove, Punk Ziegel & Company

    • April 17, 2008: J.P. Morgan Chase, "Relief Rally?" (2 pages, 84 KB, in PDF format)

    • March 25, 2008: J.P. Morgan Chase, "High Risk Transaction" (2 pages, 80 KB, in PDF format)

    • March 18, 2008: J.P. Morgan Chase, "Think Accounting" (3 pages, 83 KB, in PDF format)

    • March 17, 2008: J.P. Morgan Chase, "Deals Done in Times of Panic Raise More Questions Than Answers" (3 pages, 84 KB, in PDF format)

  • United States Office of the Comptroller of the Currency

    • April 4, 2008: "OCC’s Quarterly Report on Bank Trading and Derivatives Activities | Fourth Quarter 2007" (33 pages, 235 KB, in PDF format)

    • December 21, 2007: "OCC’s Quarterly Report on Bank Derivatives Activities | Third Quarter 2007" (32 pages, 231 KB, in PDF format)