Dimon Offers Bear Stearns Bankers Stock, Cash to Stay

Dimon Offers Bear Stearns Bankers Stock, Cash to Stay

March 20 (Bloomberg) -- JPMorgan Chase & Co. Chairman Jamie Dimon offered Bear Stearns Cos. managing directors cash and stock incentives to win their support for a takeover and prevent them from leaving the firm, two people familiar with the matter said.

Dimon said executives asked to remain after the takeover will be granted additional JPMorgan stock, said the people, who attended a meeting yesterday evening at Bear Stearns's New York headquarters when he made the proposal. The people asked not to be identified because the meeting was private.

About one-third of Bear Stearns stock is owned by employees, with a large concentration in the hands of senior managing directors. Their support might help JPMorgan counter opposition from billionaire Joseph Lewis, who owns 8.4 percent of Bear Stearns and said yesterday he may seek an alternative proposal.

Bear Stearns fell 9.8 percent to $5.33 in New York Stock Exchange composite trading yesterday, more than double the original $2 a share bid agreed by JPMorgan and Bear Stearns's board for a securities firm that began the month trading at $79.

Asked during yesterday's meeting whether he would change the offer price, Dimon replied with a flat ``no,'' according to the two people. Bear Stearns was forced to turn to JPMorgan and the Federal Reserve for emergency funding last week after customer withdrawals exhausted its cash. Several hundred managing directors attended yesterday's meeting, the people said.

Bear Stearns employees not offered a job by JPMorgan will receive cash payouts of 25 percent to 35 percent of their 2006 compensation provided they stay until the deal is completed, Dimon said, according to the two people. JPMorgan hasn't decided how many employees it will retain.

`Tsunami Hit'

Bear Stearns brokers who handle wealthy individual customers have already received job offers from rivals including Merrill Lynch & Co., Morgan Stanley and UBS AG, according to executive search company Diamond Consultants LLC. Morgan Stanley said this week it hired 12 brokers from Bear Stearns.

Dimon told the employees he felt sorry for what happened to their company, which he likened to a ``tsunami hit,'' the people said. He asked them to give JPMorgan a chance, to see whether they could rebuild their wealth at his firm.

Bear Stearns shares peaked at $171.51 last year before losing 83 percent of their value by the end of last week as the U.S. mortgage market collapsed, bringing down two of the firm's hedge funds and its reputation.

Lewis Opposition

Lewis, who became the largest shareholder after starting to purchase shares in September, paid an average of $103.89 apiece, spending $1.26 billion, according to a filing yesterday with the U.S. Securities and Exchange Commission. He may encourage the firm and third parties ``to consider other strategic transactions,'' Lewis said in the filing.

Lewis and James ``Jimmy'' Cayne, Bear Stearns's former chief executive officer, are trying to find investors to counter JPMorgan's offer, the New York Post reported, citing people familiar with the situation.

The two have solicited private-equity firms including J.C. Flowers & Co. and Kohlberg Kravis Roberts Co.; banks including Barclays Plc, HSBC Holdings Plc, Credit Suisse Group and Royal Bank of Scotland Group Plc; sovereign wealth funds and China's Citic Securities Co., according to the Post.

JPMorgan's all-stock bid was valued at $2.32 a share at yesterday's closing price. The bank came to the rescue of Bear Stearns last week when the smaller firm's clients withdrew about $15 billion of cash in two days. The rescue and the ensuing takeover agreement was facilitated by the Federal Reserve on concern the collapse of Bear Stearns might ripple through the U.S. financial system.

The Fed is backing the purchase with a $30 billion special financing package, details of which haven't been released.

BLOOMBERG