March 20 (Bloomberg) -- JPMorgan Chase & Co. Chairman Jamie Dimon sought to win support for his takeover of Bear Stearns Cos., offering cash and stock to executives of the crippled firm as its largest shareholder resisted the deal.

Dimon made the proposal to several hundred Bear Stearns senior managing directors at a meeting yesterday evening in the securities firm's Manhattan headquarters, according to two people who attended. He said members of the group who are asked to stay after the acquisition is complete will get additional JPMorgan shares, according to the attendees, who asked not to be identified because the meeting was private.

Bear Stearns employees own about a third of its stock, with a large concentration in the hands of senior managing directors. Their support may help JPMorgan counter opposition from billionaire Joseph Lewis, who owns 8.4 percent of Bear Stearns and said yesterday he may seek an alternative to the bank's proposed purchase.

``He's basically bribing them for their votes,'' said Richard Bove, an analyst at Punk Ziegel & Co., referring to Dimon's presentation. ``In this environment, there are no jobs on Wall Street, so he can bribe them by letting them keep their jobs and they'll vote for him.''

JPMorgan spokesman Joe Evangelisti declined to comment.

Bear Stearns climbed 23 percent to $5.91 two days ago on speculation that Dimon may increase his offer to win the support of a majority of shareholders. The third-biggest U.S. bank agreed March 16 to buy Bear Stearns in an all-stock deal that values the securities firm at $2.52 a share, or $366 million, based on today's closing price.

Bondholders Buy

Bear Stearns stock, which peaked at $171.51 last year, closed at $30 two days before the firm was forced to accept JPMorgan's terms or face bankruptcy, after customers and lenders abandoned the broker because of concern about a cash shortage. The Federal Reserve agreed to provide as much as $30 billion to JPMorgan to get the deal done.

Bear Stearns rose 63 cents, or 12 percent, to $5.96 in New York Stock Exchange composite trading today. Bove said the firm's bondholders were buying the shares so they'd have more votes to approve the deal.

Asked during yesterday's meeting whether he would change the offer price, Dimon replied with a flat ``no,'' according to two people who attended. He was accompanied by Steve Black and William Winters, JPMorgan's investment banking co-heads. Alan Schwartz, Bear Stearns chief executive officer, also addressed the group.

`Tsunami Hit'

Dimon, 52, said Bear Stearns employees who stay until the deal is complete will receive cash payouts ranging from 25 percent to 35 percent of their 2006 compensation, the people said. Even those who ultimately don't get a job at JPMorgan are entitled to the payments, so long as they stay until the closing, Dimon told the group.

JPMorgan hasn't indicated how many Bear Stearns employees it will retain. Those who accept jobs at JPMorgan will get shares of the bank equal to their 2007 pay, Dimon said.

He told the Bear Stearns employees he felt sorry for what happened to their company, which he likened to a ``tsunami hit,'' the people who attended yesterday's meeting said. He asked the group to try to rebuild their wealth at JPMorgan.

One Bear Stearns employee lashed out at Dimon during the meeting, comparing the acquisition plan to the rape of a vulnerable victim, attendees said.

Lewis, 71, has seen the value of his Bear Stearns stake evaporate. He paid an average of $103.89 for each of his 12.14 million Bear Stearns shares, according to a regulatory filing yesterday.

`Lewis Blew It'

He started accumulating the stock last July and has lost about $1.19 billion on the investment, or almost half his wealth, which Forbes magazine estimated at $2.5 billion in its 2007 survey. In the filing, he said he may encourage the firm and third parties ``to consider other strategic transactions.''

``Joe Lewis blew it,'' Bove said. ``There's no way he's going to break this deal.''

Lewis and James ``Jimmy'' Cayne, Bear Stearns's 74-year-old former chief executive officer, are trying to recruit investors to counter JPMorgan's offer, the New York Post reported yesterday, citing people familiar with the situation.

The two have approached 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.

Ban on Employees

Bear Stearns employees, directors and lawyers are prohibited from seeking an alternative transaction, according to the merger agreement signed last weekend and filed today with regulators.

``I think it's a derisory offer and I don't think they will get it,'' CNBC quoted Lewis as saying about the JPMorgan bid during a telephone interview on March 17. His spokesman, Douglas McMahon, didn't reply requests for comment. Bear Stearns spokesman Russell Sherman declined to comment.

Bear Stearns brokers with 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.

JPMorgan plans to enlist Bear Stearns employees to build the bank's energy and equities businesses, as well as a prime brokerage catering to hedge funds, Black, JPMorgan's investment banking co-head, said on a March 16 conference call. The firm also plans to add people in mortgage securitization, he said.

``JPMorgan got a great deal and they're going to inherit some great people at bargain prices,'' said Jeanne Branthover, a managing director at Boyden Global Executive Search in New York.

To contact the reporter on this story: Yalman Onaran in New York at yonaran@bloomberg.net.

Last Updated: March 20, 2008 18:32 EDT