Filed
Pursuant to Rule 433
Registration
No. 333−136666
October
28, 2006
Reverse
Convertible
Note
Securities
BEAR,
STEARNS & CO. INC.
STRUCTURED
PRODUCTS GROUP
(212)
272-6928
STRUCTURED
EQUITY PRODUCTS
|
New
Issue
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Indicative
Terms
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THE
BEAR STEARNS COMPANIES INC.
INVESTMENT
HIGHLIGHTS
6-month
term to maturity
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·
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Note
offering linked to the common stock of Joy Global Inc. (the “Reference
Asset”).
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·
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The
Notes pay a fixed rate coupon of [19.75] % per annum, payable quarterly
in
arrears. Each interest payment will equal one-fourth of the Coupon
Rate
times the principal amount of the Notes.
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·
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The
Notes are a direct obligation of The Bear Stearns Companies Inc.
(Rated A1
by Moody’s / A+ by S&P).
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·
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Issue
price for the Note offering: 100% of principal amount ($1,000);
provided,
however, investors who purchase an aggregate principal amount of
at least
$1,000,000 of this Note offering will be entitled to purchase the
Notes
for 99.50% of the principal amount.
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·
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The
Notes are not principal protected if: (i) the Closing Price of
the
Reference Asset ever equals or falls below the Contingent Protection
Level
on any day from the Pricing Date up to and including the Calculation
Date;
and
(ii) the Final Level of the Reference Asset is less than the Initial
Level
of the Reference Asset.
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|
|
·
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The
Notes do not participate in the upside of the Reference Asset.
Even if the
Final Level of the Reference Asset exceeds the Initial Level of
the
Reference Asset, your return will not exceed the principal amount
invested
plus the coupon payments.
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|
Reference
Asset
|
Symbol
|
Term
to Maturity
|
Coupon
Rate,
per Annum
|
Contingent
Protection Percentage
|
Initial
Public
Offering
Price [1]
|
|
Joy
Global Inc., common stock, traded on the NASDAQ Stock
Market
|
JOYG
|
6
months
|
[19.75]%
|
[70]%
|
100%
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|
The
issuer has filed a registration statement (including a prospectus)
with
the SEC for the offering to which this free writing prospectus
relates.
Before you invest, you should read the prospectus in that registration
statement and other documents the issuer has filed with the SEC
for more
complete information about the issuer and this offering. You may
get these
documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov.
Alternatively, the issuer, any underwriter or any dealer participating
in
the offerings will arrange to send you the prospectus if you request
it by
calling toll free
1-866-803-9204.
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__________________________
1 Investors
who purchase an aggregate principal amount of at least $1,000,000 of the Note
offering will be entitled to purchase the Notes for 99.50% of the principal
amount.
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STRUCTURED
PRODUCTS GROUP
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GENERAL
TERMS FOR THE NOTE
OFFERING
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This
free
writing prospectus relates to the offering of Notes linked to the common stock
of Joy Global Inc. We
reserve
the right to withdraw, cancel or modify the offering and to reject orders in
whole or in part. Although the Note offering relates to the Reference Asset,
you
should not construe that fact as a recommendation as to the merits of acquiring
an investment linked to such Reference Asset or as to the suitability of an
investment in the Note. Defined
terms not defined herein shall have the same meaning as in the Prospectus
Supplement discussed below.
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ISSUER:
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The
Bear Stearns Companies Inc.
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ISSUER’S
RATING:
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A1
/
A+ (Moody’s / S&P)
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PRINCIPAL
AMOUNT OF OFFERING:
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$[●]
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DENOMINATIONS:
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$1,000
per Note and $1,000 multiples thereafter.
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REFERENCE
ASSET:
|
The
common stock of Joy Global Inc., traded on the NASDAQ Stock Market
under
the symbol “JOYG.”
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SELLING
PERIOD ENDS:
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[●],
2006
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PRICING
DATE:
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[●],
2006
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SETTLEMENT
DATE:
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[●],
2006
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CALCULATION
DATE:
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[●],
2007
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MATURITY
DATE:
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[●],
2007
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COUPON
RATE (PER ANNUM):
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[19.75]%
per annum, payable quarterly.
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CONTINGENT
PROTECTION PERCENTAGE:
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[70]% |
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CONTINGENT
PROTECTION LEVEL:
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$[●]
(Contingent Protection Percentage x Initial Level)
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AGENT’S
DISCOUNT:
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[●]%,
to be disclosed in the final pricing supplement.
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CASH
SETTLEMENT VALUE:
|
We
will pay you 100% of the principal amount of your Notes, in cash,
at
maturity if either
of
the following is true: (i) the Closing Price of the Reference Asset
never
equals or falls below the Contingent Protection Level on any day
from the
Pricing Date up to and including the Calculation Date; or
(ii) the Final Level of the Reference Asset is equal to or greater
than
the Initial Level of the Reference Asset.
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|
However,
if both
of
the following are true, the amount of principal you receive at maturity
will be reduced by the percentage decrease in the Reference Asset:
(i) the
Closing Price of the Reference Asset ever equals or falls below the
Contingent Protection Level on any day from the Pricing Date up to
and
including the Calculation Date; and
(ii) the Final Level of the Reference Asset is less than the Initial
Level
of the Reference Asset. In that event, we, at our option, will either:
(i)
physically deliver to you an amount of the Reference Asset equal
to the
Exchange Ratio plus the Fractional Share Cash Amount (which means
that you
will receive shares with a market value that is less than the full
principal amount of your Notes); or (ii) pay you a cash amount equal
to
the principal amount you invested reduced by the percentage decrease
in
the Reference Asset. It is our intent to physically deliver the Reference
Asset when applicable, but we reserve the right to settle the Notes
in
cash.
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INTEREST
PAYMENT DATE:
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[●],
2007 and [●], 2007.
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INITIAL
LEVEL:
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$[●]
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FINAL
LEVEL:
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The
Closing Price of the Reference Asset on the Calculation
Date.
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EXCHANGE
RATIO:
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[●],
i.e.,
$1,000 divided by the Initial Level (rounded down to the nearest
whole
number, with fractional shares to be paid in cash).
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FRACTIONAL
SHARE CASH AMOUNT:
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An
amount in cash per Note equal to the Final Level multiplied by the
difference between (x) $1,000 divided by the Initial Level (rounded
to the
nearest three decimal places), and (y) the Exchange
Ratio.
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CUSIP:
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[073902LG1]
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LISTING:
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The
Notes will not be listed on any U.S. securities exchange or quotation
system.
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BEAR,
STEARNS & CO. INC.
-2-
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STRUCTURED
PRODUCTS GROUP
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ADDITIONAL
TERMS SPECIFIC TO THE
NOTES
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You
should read this document together with the prospectus, dated August 16,
2006
(the “Prospectus”), as supplemented by the prospectus supplement, dated August
16, 2006 (the “Prospectus Supplement”). You should carefully consider, among
other things, the matters set forth in “Risk Factors” and “Risk Factors -
Additional Risks Relating to Notes with an Equity Security or Equity Index
as
the Reference Asset” in the Prospectus Supplement, as the Notes involve risks
not associated with conventional debt securities. We urge you to consult
your
investment, legal, tax, accounting and other advisers before you invest in
the
Notes. The Prospectus and Prospectus Supplement may be accessed on the SEC
Web
site at www.sec.gov as follows: http://www.sec.gov/Archives/edgar/data/777001/000104746906011011/a2172742z424b5.htm
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SELECTED
RISK CONSIDERATIONS
|
The
following highlights some, but not all, of the risk considerations relevant
to
investing in the Notes. The
following must be read in conjunction with the sections “Risk Factors” and “Risk
Factors - Additional Risks Relating to Notes with an Equity Security or Equity
Index as the Reference Asset,” beginning on pages S-7 and S-14,
respectively, in the Prospectus Supplement.
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·
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Suitability
of Note for Investment — A
person should reach a decision to invest in the Notes after carefully
considering, with his or her advisors, the suitability of the
Notes in
light of his or her investment objectives and the information
set out in
the Prospectus Supplement. Neither the Issuer nor any dealer
participating
in the offering makes any recommendation as to the suitability
of the
Notes for investment.
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·
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Not
Principal Protected —The
Notes are not principal protected. If both
of
the following are true, the amount of principal you receive at
maturity
will be reduced by the percentage decrease in the Reference Asset:
(i) the
Closing Price of the Reference Asset ever equals or falls below
the
Contingent Protection Level on any day from the Pricing Date
up to and
including the Calculation Date; and
(ii) the Final Level of the Reference Asset is less than the
Initial Level
of the Reference Asset. In that event, we, at our option, will
either: (i)
physically deliver to you an amount of the Reference Asset equal
to the
Exchange Ratio plus the Fractional Share Cash Amount (which means
that you
will receive shares with a market value that is less than the
full
principal amount of your Notes); or (ii) pay you a cash amount
equal to
the principal amount you invested reduced by the percentage decrease
in
the Reference Asset.
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·
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Return
Limited to Coupon — Your
return is limited to the principal amount you invested plus the
coupon
payments. You will not participate in any appreciation in the
value of the
Reference Asset.
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·
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No
Secondary Market — Because
the Notes will not be listed on any securities exchange, a secondary
trading market is not expected to develop, and, if such a market
were to
develop, it may not be liquid. Bear, Stearns & Co. Inc. intends under
ordinary market conditions to indicate prices for the Notes on
request.
However, there can be no guarantee that bids for the outstanding
Notes
will be made in the future; nor can the prices of any such bids
be
predicted.
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·
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No
Interest, Dividend or Other Payments —
You will not receive any interest or dividend payments or other
distributions on the stock comprising the Reference Asset; nor
will such
payments be included in the calculation of the Cash Settlement
Value you
will receive at maturity.
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·
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Taxes —
We
intend to treat the Note as a put option written by you in respect
of the
Reference Asset and a deposit with us of cash in an amount equal
to the
issue price of the Note to secure your potential obligation under
the put
option, and we intend to treat the deposit as a short-term obligation
for
U.S. federal income tax purposes. Pursuant to the terms of the
Notes, you
agree to treat the Notes in accordance with this characterization
for all
U.S. federal income tax purposes. However, because there are
no
regulations, published rulings or judicial decisions addressing
the
characterization for U.S. federal income tax purposes of securities
with
terms that are substantially the same as those of the Notes,
other
characterizations and treatments are possible. See “Certain U.S. Federal
Income Tax Considerations” below.
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·
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The
Notes are Subject to Equity Market Risks—
The
Notes involve exposure to price movements in the equity security
to which
they are linked. Equity securities price movements are difficult
to
predict, and equity securities may be subject to volatile increases
or
decreases in value.
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·
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The
Notes May be Affected by Certain Corporate Events and You Will
Have
Limited Antidilution Protection —
Following certain corporate events relating to the underlying
Reference
Asset (where the underlying company is not the surviving entity),
you will
receive at maturity, cash or a number of shares of the common
stock of a
successor corporation to the underlying company, based on the
Closing
Price of such successor’s common stock. The Calculation Agent for the
Notes will adjust the amount payable at maturity by adjusting
the Initial
Level of the Reference Asset, Contingent Protection Percentage,
Contingent
Protection Level and Exchange Ratio for certain events affecting
the
Reference Asset, such as stock splits and stock dividends and
certain
other corporate events involving an underlying company. However,
the
Calculation Agent is not required to make an adjustment for every
corporate event that can affect the Reference Asset. If an event
occurs
that is perceived by the market to dilute the Reference Asset
but that
does not require the Calculation Agent to adjust the amount of
the
Reference Asset payable at maturity, the market value of the
Notes and the
amount payable at maturity may be materially and adversely
affected.
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BEAR,
STEARNS & CO. INC.
-3-
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STRUCTURED
PRODUCTS GROUP
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INTEREST
AND PAYMENT AT MATURITY
|
Interest.
The
interest rate for the Notes is designated on the cover of this free-writing
prospectus. The interest paid will include interest accrued from the Original
Issue Date to, but excluding, the Maturity Date. Interest will be paid to
the
person to whom principal is payable.
Payment
at Maturity.
We will
pay you 100% of the principal amount of your Notes, in cash, at maturity
if
either
of the
following is true: (i) the Closing Price of the Reference Asset never equals
or
falls below the Contingent Protection Level
on any
day from the Pricing Date up to and including the Calculation Date;
or
(ii) the
Final Level of the Reference Asset is equal to or greater than the Initial
Level
of the Reference Asset.
However,
if both
of the
following are true, the amount of principal you receive at maturity will
be
reduced by the percentage decrease in the Reference Asset: (i) the Closing
Price
of the Reference Asset ever equals or falls below the Contingent Protection
Level on any day from the Pricing Date up to and including the Calculation
Date;
and
(ii) the
Final Level of the Reference Asset is less than the Initial Level of the
Reference Asset.
In
that
event, we, at our option, will either: (i) physically deliver to you an amount
of the Reference Asset equal to the Exchange Ratio plus the Fractional Share
Cash Amount (which means that you will receive shares with a market value
that
is less than the full principal amount of your Notes); or (ii) pay you a
cash
amount equal to the principal amount you invested reduced by the percentage
decrease in the Reference Asset. It is our intent to physically deliver the
Reference Asset when applicable, but we reserve the right to settle the Notes
in
cash.
We
will
(i) provide written notice to the Trustee and to the Depositary, on or
prior to the Business Day immediately prior to the Maturity Date of the amount
of cash or number of shares of the Reference Asset (and cash in respect of
coupon and cash in respect of any fractional shares of the Reference Asset),
as
applicable, to be delivered, and (ii) deliver such cash or shares of the
Reference Asset (and cash in respect of coupon and cash in respect of any
fractional shares of the Reference Asset), if applicable, to the Trustee
for
delivery to you. The Calculation Agent shall determine the Exchange
Ratio.
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REFERENCE
ASSET INFORMATION
|
We
urge
you to read the section “Sponsors or Issuers and Reference Asset” on
page S-25 in the Prospectus Supplement. Companies with securities
registered under the Exchange Act are required to file periodically certain
financial and other information specified by the SEC. Information provided
to or
filed with the SEC electronically can be accessed through a website maintained
by the SEC. The address of the SEC’s website is http://www.sec.gov. Information
provided to or filed with the SEC pursuant to the Exchange Act by the company
issuing a Reference Asset can be located by reference to the SEC file number
provided below.
The
summary information below regarding the company issuing the stock comprising
the
Reference Asset comes from the issuer’s SEC filings and has not been
independently verified by us. We do not make any representations as to the
accuracy or completeness of such information or of any filings made by the
issuer of the Reference Asset with the SEC. Investors
are urged to refer to the SEC filings made by the issuer and to other publicly
available information (such as the issuer’s annual report) to obtain an
understanding of the issuer’s business and financial prospects. The summary
information contained below is not designed to be, and should not be interpreted
as, an effort to present information regarding the financial prospects of
the
issuer or any trends, events or other factors that may have a positive or
negative influence on those prospects or as an endorsement of the
issuer.
Joy
Global Inc. (“JOYG”)
Joy
Global Inc.’s common stock, par value $1.00, trades on the NASDAQ Stock market
under the symbol “JOYG.” Joy Global Inc. is a manufacturer and servicer of high
productivity mining equipment for the extraction of coal and other minerals
and
ores. Joy
Global Inc.’s SEC file number is 001-09299.
BEAR,
STEARNS & CO. INC.
-4-
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STRUCTURED
PRODUCTS GROUP
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ILLUSTRATIVE
EXAMPLES & HISTORICAL
TABLES
|
The
following are illustrative examples demonstrating the hypothetical amounts
payable at maturity based on the assumptions outlined below. These examples
do
not purport to be representative of every possible scenario concerning increases
or decreases in the Reference Asset or of the movements that are likely to
occur
with respect to the Reference Asset. You should not construe these examples
or
the data included in the tables set forth below as an indication of the expected
performance of the Notes. Some amounts are rounded and actual returns may
be
different.
Assumptions:
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·
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Investor
purchases $1,000 principal amount of Notes on the Pricing Date
at the
initial offering price of 100% and holds the Notes to maturity.
No Market
Disruption Events or Events of Default occur during the term of
the
Notes.
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·
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Initial
Level: $41.00
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·
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Contingent
Protection Percentage: [70]%
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·
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Contingent
Protection Level: $28.70 ($41.00 x
70%)
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·
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Exchange
Ratio: 24 ($1,000/$41.00)
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·
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Coupon:
[19.75]% per annum, payable
quarterly.
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·
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The
reinvestment rate on any interest payments made during the term
of the
Notes is assumed to be 0%. The six-month total return on a direct
investment in the Reference Asset is calculated below prior to
the
deduction of any brokerage fees or charges. Both a positive reinvestment
rate, or the incurrence of any brokerage fees or charges, would
increase
the total return on the Notes relative to the total return of the
Reference Asset.
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·
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Maturity:
six months.
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·
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Dividend
and dividend yield on the Reference Asset: $0.45 and 1.10% per
annum.
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Example
1
- On the
Calculation Date, the Final Level of $49.20 is greater than the Initial Level,
resulting in a principal payment at maturity of $1,000.00, regardless of
whether
the Contingent Protection Level was ever reached or breached, plus two interest
payments of $49.38, for payments totaling $1,098.76. If you had invested
directly in the Reference Asset for the same six-month period, you would
have
received total cash payments of $1,205.50 (number of shares of the Reference
Asset multiplied by the Final Level, plus the dividend payment), assuming
liquidation of shares at the Final Level. You would have earned a 9.875%
return
with an investment in the Notes and a 20.550% return with a direct investment
in
the Reference Asset.
Example
2
- On the
Calculation Date, the Final Level of $36.90 is below the Initial Level, but
the
Closing Price never equaled or fell below the Contingent Protection Level.
As
discussed in example 1 above, an investor would receive total payment of
$1,098.76, earning a 9.875% return over the term of the Notes. A direct
investment in the Reference Asset during that same six-month time period
would
have generated a return of $905.50 (number of shares of the Reference Asset
multiplied by the Final Level, plus the dividend payment), assuming liquidation
of shares at the Final Level. You would have earned a 9.875% return with
an
investment in the Notes and incurred a loss of 9.450% with a direct investment
in the Reference Asset.
Example
3
- On the
Calculation Date, the Final Level of $22.55 is below the Initial Level and
also
is below the Contingent Protection Level. At our election, an investor would
receive a number of shares equal to the Exchange Ratio, plus the Fractional
Share Cash Amount plus two interest payments of $49.38, which is 24 shares
(worth $22.55 each) plus $8.79 (the Fractional Share Cash Amount) plus $98.76.
The cash equivalent equals $648.75. If you had invested directly in the
Reference Asset for the same six-month period, you would have received total
cash payments of $555.49 (number of shares of the Reference Asset multiplied
by
the Final Level, plus the dividend payment), assuming liquidation of shares
at
the Final Level. An investment in the Notes would have resulted in a loss
of
35.125%, while a direct investment in the Reference Asset would have resulted
in
a loss of 44.450%.
Table
of Hypothetical Cash Settlement Values
Assumes
the Closing Price Never
Equals
or Falls Below the Contingent Protection Level Before the Calculation
Date
|
Investment
in the Notes
|
Direct
Investment in the Reference Asset
|
|||||||
|
Initial
Level
|
Hypothetical
Final Level
|
Cash
Settlement Value
|
Total
Coupon Payments (in % Terms)
|
6-Month
Total Return
|
Percentage
Change in Value of Reference Asset
|
6-Month
Dividend Yield
|
6-Month
Total Return
|
|
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41.00
|
51.25
|
$1,000.00
|
9.875%
|
9.875%
|
25.000%
|
0.550%
|
25.550%
|
|
|
41.00
|
49.20
|
$1,000.00
|
9.875%
|
9.875%
|
20.000%
|
0.550%
|
20.550%
|
|
|
41.00
|
47.15
|
$1,000.00
|
9.875%
|
9.875%
|
15.000%
|
0.550%
|
15.550%
|
|
|
41.00
|
45.10
|
$1,000.00
|
9.875%
|
9.875%
|
10.000%
|
0.550%
|
10.550%
|
|
|
41.00
|
43.05
|
$1,000.00
|
9.875%
|
9.875%
|
5.000%
|
0.550%
|
5.550%
|
|
|
41.00
|
41.00
|
$1,000.00
|
9.875%
|
9.875%
|
0.000%
|
0.550%
|
0.550%
|
|
|
41.00
|
32.80
|
$1,000.00
|
9.875%
|
9.875%
|
-5.000%
|
0.550%
|
-4.450%
|
|
|
41.00
|
30.75
|
$1,000.00
|
9.875%
|
9.875%
|
-10.000%
|
0.550%
|
-9.450%
|
|
BEAR,
STEARNS & CO. INC.
-5-
|
|
STRUCTURED
PRODUCTS GROUP
|
Table
of Hypothetical Cash Settlement Values
Assumes
the Closing Price Does
Equal or
Fall Below the Contingent Protection Level Before the Calculation
Date
|
Investment
in the Notes
|
Direct
Investment in the Reference Asset
|
|||||||
|
Initial
Level
|
Hypothetical
Final Level
|
Cash
Settlement Value
|
Total
Coupon Payments (in % Terms)
|
6-Month
Total Return
|
Percentage
Change in Value of Reference Asset
|
6-Month
Dividend Yield
|
6-Month
Total Return
|
|
|
41.00
|
51.25
|
$1,000.00
|
9.875%
|
9.875%
|
25.000%
|
0.550%
|
25.550%
|
|
|
41.00
|
49.20
|
$1,000.00
|
9.875%
|
9.875%
|
20.000%
|
0.550%
|
20.550%
|
|
|
41.00
|
47.15
|
$1,000.00
|
9.875%
|
9.875%
|
15.000%
|
0.550%
|
15.550%
|
|
|
41.00
|
45.10
|
$1,000.00
|
9.875%
|
9.875%
|
10.000%
|
0.550%
|
10.550%
|
|
|
41.00
|
43.05
|
$1,000.00
|
9.875%
|
9.875%
|
5.000%
|
0.550%
|
5.550%
|
|
|
41.00
|
41.00
|
$1,000.00
|
9.875%
|
9.875%
|
0.000%
|
0.550%
|
0.550%
|
|
|
41.00
|
38.95
|
$949.99
|
9.875%
|
4.875%
|
-5.000%
|
0.550%
|
-4.450%
|
|
|
41.00
|
36.90
|
$899.99
|
9.875%
|
-0.125%
|
-10.000%
|
0.550%
|
-9.450%
|
|
|
41.00
|
34.85
|
$849.99
|
9.875%
|
-5.125%
|
-15.000%
|
0.550%
|
-14.450%
|
|
|
41.00
|
32.80
|
$799.99
|
9.875%
|
-10.125%
|
-20.000%
|
0.550%
|
-19.450%
|
|
|
41.00
|
30.75
|
$749.99
|
9.875%
|
-15.125%
|
-25.000%
|
0.550%
|
-24.450%
|
|
|
41.00
|
28.70
|
$699.99
|
9.875%
|
-20.125%
|
-30.000%
|
0.550%
|
-29.450%
|
|
|
41.00
|
26.65
|
$649.99
|
9.875%
|
-25.125%
|
-35.000%
|
0.550%
|
-34.450%
|
|
|
41.00
|
24.60
|
$599.99
|
9.875%
|
-30.125%
|
-40.000%
|
0.550%
|
-39.450%
|
|
|
41.00
|
22.55
|
$549.99
|
9.875%
|
-35.125%
|
-45.000%
|
0.550%
|
-44.450%
|
|
|
41.00
|
20.50
|
$500.00
|
9.875%
|
-40.125%
|
-50.000%
|
0.550%
|
-49.450%
|
|
The
following table sets forth, on a per share basis, the high and low Closing
Prices, as well as end-of-quarter closing prices, for the Reference Asset
during
the periods indicated below. We obtained the information in the table below
from
Bloomberg Financial Markets, without independent verification.
|
Quarter
Ending
|
Quarterly
High
|
Quarterly
Low
|
Quarterly
Close
|
Quarter
Ending
|
Quarterly
High
|
Quarterly
Low
|
Quarterly
Close
|
|
|
March
28, 2002
|
7.95
|
6.27
|
7.24
|
September
30, 2004
|
15.28
|
12.54
|
15.28
|
|
|
June
28, 2002
|
7.71
|
6.65
|
7.71
|
December
31, 2004
|
19.73
|
14.72
|
19.30
|
|
|
September
30, 2002
|
7.32
|
3.69
|
3.69
|
March
31, 2005
|
26.03
|
17.58
|
23.37
|
|
|
December
31, 2002
|
5.33
|
3.46
|
5.00
|
June
30, 2005
|
25.03
|
20.59
|
22.39
|
|
|
March
31, 2003
|
5.64
|
4.47
|
4.81
|
September
30, 2005
|
33.64
|
22.39
|
33.64
|
|
|
June
30, 2003
|
7.19
|
5.17
|
6.57
|
December
30, 2005
|
41.49
|
28.56
|
40.00
|
|
|
September
30, 2003
|
7.63
|
6.36
|
7.08
|
March
31, 2006
|
60.62
|
43.18
|
59.77
|
|
|
December
31, 2003
|
11.84
|
7.70
|
11.62
|
June
30, 2006
|
71.68
|
45.72
|
52.09
|
|
|
March
31, 2004
|
12.93
|
11.36
|
12.47
|
September
29, 2006
|
53.41
|
32.80
|
37.57
|
|
|
June
30, 2004
|
13.31
|
10.72
|
13.31
|
October
2, 2006 to
October 27, 2006 |
41.91
|
36.40
|
40.88
|
BEAR,
STEARNS & CO. INC.
-6-
|
|
STRUCTURED
PRODUCTS GROUP
|
|
CERTAIN
U.S. FEDERAL INCOME TAX
CONSIDERATIONS
|
This
summary supplements the section entitled “Certain U.S. Federal Income Tax
Considerations” in the prospectus supplement and supersedes it to the extent
inconsistent therewith but is subject to the limitations and qualifications
set
forth therein. In the opinion of Cadwalader, Wickersham & Taft LLP, special
U.S. tax counsel to us, the following discussion, when read together with
the
section entitled, “Certain U.S. Federal Income Tax Considerations” in the
prospectus supplement, summarizes certain of the material U.S. federal income
tax consequences of the purchase, beneficial ownership, and disposition of
the
Notes.
There
are
no statutory provisions, regulations, published rulings or judicial decisions
addressing the characterization for U.S. federal income tax purposes of
securities with terms that are substantially the same as those of the Notes.
Under one approach, the Note should be treated as a put option written by
you
(the “Put Option”) that permits us to (1) sell the Reference Assets to you at
maturity for an amount equal to the principal amount of the Note, or (2)
“cash
settle” the Put Option (i.e., require you to pay to us at maturity the
difference between the principal amount of the Note and the value of the
Reference Assets otherwise deliverable under the Put Option), and a deposit
with
us of cash (the “Deposit”) in an amount equal to the “issue price” (as described
in the prospectus supplement) of your Notes to secure your potential obligation
under the Put Option. We intend to treat the Notes consistent with this approach
and pursuant to the terms of the Notes, you agree to treat the Notes under
this
approach for all U.S. federal income tax purposes. The description below
of the
Reference Asset includes a chart that indicates the portion of each interest
payment that represents the yield on the Deposit and the Put Premium, assuming
that the issue price of the Notes is par. You may contact Bill Bamber at
(212)
272-6635 for the issue price of the Notes.
We
also
intend to treat the Deposits as “short-term obligations” for U.S. federal income
tax purposes. See “Certain U.S. Federal Income Tax Considerations —Tax Treatment
of the Deposit on Notes with a Term of One Year or Less” in the prospectus
supplement for certain U.S. federal income tax considerations applicable
to
short-term obligations.
Because
there are no statutory provisions, regulations, published rulings or judicial
decisions addressing the characterization for U.S. federal income tax purposes
of securities with terms that are substantially the same as those of the
Notes,
other characterizations and treatments are possible and the timing and character
of income in respect of the Notes might differ from the treatment described
above. For example, the Notes could be treated as short-term obligations
rather
than a Put Option and a Deposit.
PROSPECTIVE
PURCHASERS OF NOTES SHOULD CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL,
STATE,
LOCAL, AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF NOTES.
|
Reference
Asset
|
Term
to Maturity
|
Coupon
Rate, per Annum
|
Yield
on the Deposit, per Annum
|
Put
Premium, per Annum
|
|
Joy
Global Inc.
|
6-month
|
[19.75]%
|
[●]%
|
[●]%
|
BEAR,
STEARNS & CO. INC.
-7-