If you have checked the trading price of Bear Stearns Company (BSC) stock in the four days since the company was sold to J.P. Morgan Chase for $2 per share in J.P. Morgan stock, you might well wonder why it is trading at more than twice the price J.P. Morgan is supposedly paying for it.

Doesn't make a lot of sense unless you follow the reasoning of some market players and a lot of Bear Stearns stockholders. A deal isn't a deal until it is done.

First of all, shareholders are furious. Many feel that the Federal Reserve and the U.S. Treasury sold the company down the river or at least did not do all that could have been done to save Bear Stearns from the auction block. They point to the Federal Reserve's action the very day of the Bear Stearns sale when the Fed opened its discount window for the first time to investment banks. If that had happened a few days earlier, the lament goes, Bear Stearns might have had some recourse to its desperate situation other than to go through J.P. Morgan to access federal funds.



Now, whether shareholders (and 30 percent of Bear Stearns stock is owned by its 14,000 employees, many of whom - perhaps 50 percent - are looking at almost immediate unemployment) are correct about being sold down the river or not, they do have to approve the sale to J.P. Morgan. Will they do so?

Well at least two are unlikely to do so. The Wall Street Journal is reporting that Joseph Lewis, a little-known British billionaire who apparently owns 12.1 million shares of BSC stock (8.35 percent of the total shares outstanding) is hinting that he may attempt to round up other investors to fight the takeover. Mr. Lewis was buying shares of BSC as recently as March 13 when he paid $55.13 a share.

Another disgruntled shareholder, Bruce Sherman, CEO of Private Capital Management, Inc has apparently voiced his displeasure to Bear Stearns officials.

Mr. Lewis, in a filing, said he doubted shareholders would approve the sale and that he would take "whatever action" is "necessary and appropriate to protect the value of (their) investment.

Elsewhere, MarketWatch is reporting that Bear Stearns' debt holders are also driving up the price of the stock by snapping up shares in order to have a shareholder's voice in the sale decision. The feeling is that if shareholders block the sale or attempt to force a higher price out of J.P. Morgan, the buyer may hold firm thus thrusting BSC into bankruptcy which would leave the debt holders pretty much out of the money.

Another reason that the price of the BSC stock is holding up is that the J.P. Morgan offer is not in cash, but in stock. As the market has see-sawed to a bit of a recovery over the last few days, J.P. Morgan's stock has gone up and the value of the deal to BSC stockholders was valued by The Journal at $2.32 per share on Wednesday. Unless there is one heck of a rally, however, it is unlikely that the Morgan stock would reach a level to pull the value of the deal up to the $5.93 price BSC was commanding on Thursday afternoon.