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Free
Writing Prospectus
Filed
Pursuant to Rule 433
Registration
No. 333−136666
March
14, 2007
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New
Issue
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Indicative
Terms
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THE
BEAR STEARNS COMPANIES INC.
Note
Linked to a Portfolio Assets
Due:
September [l],
2012
INVESTMENT
HIGHLIGHTS
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·
5½ year term to maturity.
· The
Notes are 100% principal protected.
· Issue
is a direct obligation of The Bear Stearns Companies Inc. (Rated
A1 by
Moody's/A+ by S&P).
· Issue
Price: 100.00% of the principal amount ($1,000 per Note) ([99.00]%
for
investors who purchase a principal amount of at least
$1,000,000).
· Linked
to equally-weighted portfolio comprised of four equity indices:
(1) the
S&P 500®
Index; (2) the Dow Jones EURO STOXX 50®
Index; (3) the Nikkei 225™
Stock Index; and (4) the S&P BRIC 40™
Index.
· The
Cash Settlement Value will depend on whether the average closing
level of
the Portfolio over six observation dates during the final six
months of
the Note's term is greater than or less than the Portfolio's
initial level
(with 100% Participation).
· If,
at maturity, the Portfolio Return is greater than zero,
the Cash Settlement Value for each Note will be equal to the
principal
amount of the Note, plus the product of : (i) $1,000 multiplied
by (ii)
the Portfolio return, multiplied by (iii) the Participation
Rate.
· If
at maturity, the Portfolio Return is equal to or less than
zero, the Cash
Settlement Value for each Note will be
$1,000.
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BEAR, STEARNS & CO. INC.
STRUCTURED
PRODUCTS GROUP
(212) 272-6928
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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 offering will
arrange to send you the prospectus if you request it by
calling toll free
1-866-803-9204.
The
Notes will not be listed on any U.S. securities exchange
or quotation
system. Neither the Securities and Exchange Commission nor
any state
securities commission has approved or disapproved of these
securities or
determined that this free writing prospectus is truthful
or complete. Any
representation to the contrary is a criminal offense.
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-1-
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STRUCTURED
PRODUCTS GROUP
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GENERAL
TERMS
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This
free
writing prospectus relates to a Note offering linked to an equally-weighted
portfolio comprised of four equity indices: (1) the S&P 500®
Index (“SPX”); (2) the Dow Jones EURO STOXX 50® Index (“SX5E”); (3)
the Nikkei 225™ Stock Index (“NKY”); and (4) the S&P BRIC 40™ Index (“SBR”).
We reserve the right to withdraw, cancel or modify the offering and
to reject
orders in whole or in part. Defined terms not defined herein shall have
the same meaning as in the Pricing 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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CUSIP
NUMBER:
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073928U76
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ISSUE
PRICE:
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100.00%
of the Principal Amount (99.00% for investors who purchase
a Principal
Amount of at least $1,000,000).
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PRINCIPAL
AMOUNT:
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$[●]
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DENOMINATIONS:
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$1,000
per Note and $1,000 multiples thereafter
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SELLING
PERIOD ENDS:
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March
[●], 2007
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SETTLEMENT
DATE:
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March
[●], 2007
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MATURITY
DATE:
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September
[●], 2012 (for a term of approximately 66 months). The Maturity
Date is
subject to adjustment as described in the Pricing
Supplement.
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CASH
SETTLEMENT VALUE:
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An
amount in cash that depends upon the Portfolio Return. If,
at maturity,
the Portfolio Return is greater than zero, the Cash Settlement
Value is
equal to:
Principal
Amount of Note + [$1,000 x Portfolio Return x Participation
Rate]
If,
at maturity, the Portfolio Return is equal to or less than
zero, the Cash
Settlement Value is equal to the principal amount of the
Notes.
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PORTFOLIO
RETURN:
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An
amount determined by the Calculation Agent and equal to the arithmetic
average of the Index Performances of the four
Components.
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INDEX
PERFORMANCE:
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As
of the Final Valuation Date and with respect to a Component,
the quotient,
expressed as a percentage, of (i) the arithmetic average of the
Observation Levels for that Component as of each Observation
Date minus
the Initial Component Level of that Component divided by (ii)
the Initial
Component Level of that Component.
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FINAL
VALUATION DATE:
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September
[●],
2012. The
Final Valuation Date is subject to adjustment as described in
the Pricing
Supplement.
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OBSERVATION
LEVELS:
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As
of any Observation Date and for each Component, the closing index
level as
reported by the relevant Component Sponsor and displayed on Bloomberg
Page
SPX <Index> <Go> with respect to the SPX, Bloomberg Page SX5E
<Index> <Go> with respect to the SX5E; Bloomberg Page NKY
<Index> <Go> with respect to the NKY; and Bloomberg Page SBR
<Index> <Go> with respect to the
SBR.
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OBSERVATION
DATES:
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April
[●],
2012, May [●],
2012, June [●],
2012, July [●],
2012, August [●],
2012, and September [●],
2012. The Observation Dates are subject to adjustment as described
in the
Pricing Supplement.
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INITIAL
COMPONENT LEVELS:
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[●]
with respect to the SPX; [●]with
respect to the SX5E; [●]with
respect to the NKY; [●]with
respect to the SBR.
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INTEREST:
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The
Notes will not bear interest.
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PARTICIPATION
RATE:
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[100.00]%
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BEAR,
STEARNS & CO. INC.
-2-
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STRUCTURED
PRODUCTS GROUP
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COMPONENTS:
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•
The S&P 500® Index (Bloomberg Ticker: SPX
<Index>) (“SPX”):
-
Standard and Poor’s 500 Index is a capitalization-weighted index of 500
stocks. The index is designed to measure the performance of
the broad
domestic US economy through changes in the aggregate market
value of 500
stocks representing all major industries.
•
The
Dow Jones EURO STOXX 50® Index (Bloomberg
Ticker: SX5E <Index>) (“SX5E”):
-
The Dow Jones EURO STOXX 50 is composed of 50 component stocks
of market
sector leaders from within the Dow Jones EURO STOXXSMIndex,
which includes
stocks selected from the Eurozone. The component stocks have
a high degree
of liquidity and represent the largest companies across all
market sectors
defined by the Dow Jones Global Classification Standard.
•
The Nikkei 225TM Stock Index (Bloomberg Ticker: NKY
<Index>) (“NKY”):
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The Nikkei 225 Stock Index is a modified, price-weighted stock
index
calculated, published and disseminated by Nihon Keizai Shimbun,
Inc. that
measures the composite price performance of 225 selected Japanese
stocks.
It is intended to represent a broad cross-section of Japanese
industries,
and requires that the 75 most liquid issues of the Tokyo Stock
Exchange be
included in the index.
•
The S&P BRIC 40™ Index (Bloomberg Ticker: SBR <Index>)
(“SBR”):
-
The S&P BRIC 40™ Index is published by Standard and Poor’s with the
intention of providing exposure to the 40 largest and most
liquid
companies from the emerging markets of Brazil, Russia, India
and China.
The index uses a modified market capitalization weighting scheme,
with
modifications being to market cap weights, if required, to
reflect
available float, reduce single stock concentration and enhance
index
basket liquidity.
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COMPONENT
SPONSORS:
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Standard
& Poor’s, a division of The McGraw-Hill Companies, Inc. as the sponsor
of the S&P 500® Index and the S&P BRIC 40™ Index, STOXX
Limited, a partnership of Deutsche Börse AG, Dow Jones & Company and
the SWX Group as the sponsors of the Dow Jones EURO STOXX 50®
Index and Nihon Keizai Shimbun, Inc. as the sponsor of the Nikkei
225™
Stock Index.
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BEAR,
STEARNS & CO. INC.
-3-
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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 and prospectus
supplement, each dated August 16, 2006 (the “Prospectus” and “Prospectus
Supplement,” respectively), and the more detailed information contained in the
Pricing Supplement, dated March 14,
2007
(subject to completion) (the “Pricing Supplement”). You should carefully
consider, among other things, the matters set forth in “Risk Factors” in the
Prospectus Supplement and the Pricing 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. You may access the Pricing Supplement, the Prospectus Supplement
and the
Prospectus on the SEC web site as follows:
| · |
Pricing
Supplement dated March 14,
2007 (subject to completion):
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| · |
Prospectus
Supplement dated August 16, 2006:
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| · |
Prospectus
dated August 16, 2006:
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ILLUSTRATIVE
EXAMPLES OF CASH SETTLEMENT VALUE
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The
examples set forth below and the related table depict the hypothetical
Cash
Settlement Value of a Note based on the assumptions below. The examples,
levels
and the related table do not purport to be representative of every possible
scenario concerning increases or decreases in the Index. You should not
construe
these examples or the data included in the table as an indication or
assurance
of the expected performance of the Notes
Assumptions:
| · |
Investor
purchases $1,000 aggregate principal amount of Notes at the initial
public
offering price of $1,000.
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| · |
Investor
holds the Notes to maturity.
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| · |
The
Initial Component Level for the SPX is equal to 1,460.00.
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| · |
The
Initial Component Level for the SX5E is equal to 4,250.00.
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| · |
The
Initial Component Level for the NKY is equal to
18,000.00.
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| · |
The
Initial Component Level for the SBR is equal to
2,150.00.
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| · |
All
returns are based on a 66-month term, pre-tax
basis.
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| · |
No
Market Disruption Events or Events of Default occur during the
term of the
Notes.
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SPX
Initial
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SPX
Avg / Initial
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SX5E
Initial
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SX5E
Avg / Initial
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NKY
Initial
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NKY
Avg/ Initial
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SBR
Initial
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SBR
Avg/ Initial
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Portfolio
Average/ Initial
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Participation
Rate
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Cash
Settlement Value Per $1,000 Note
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1,460.00
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81.45%
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4,250.00
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79.09%
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18,000.00
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85.47%
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2,150.00
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86.41%
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83.11%
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100.00%
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$1,000.00
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1,460.00
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146.33%
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4,250.00
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162.39%
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18,000.00
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139.05%
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2,150.00
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223.63%
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167.85%
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100.00%
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$1,678.53
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1,460.00
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137.74%
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4,250.00
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106.13%
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18,000.00
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79.07%
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2,150.00
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96.82%
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104.94%
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100.00%
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$1,049.39
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1,460.00
|
99.04%
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4,250.00
|
134.68%
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18,000.00
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163.06%
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2,150.00
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109.23%
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126.50%
|
100.00%
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$1,265.03
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BEAR,
STEARNS & CO. INC.
-4-
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STRUCTURED
PRODUCTS GROUP
|
In
this
example, the levels of all four Components increase relative to their
Initial
Component Levels on the related Observation Dates. This example illustrates
how
holders of the Notes would benefit from the increase in the Observation
Level of
each Component relative to its respective Initial Component Level on
each
related Observation Date.
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SPX
|
SX5E
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NKY
|
SBR
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|
Initial
Component Level
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1,460.00
|
4,250.00
|
18,000.00
|
2,150.00
|
|
April
[●], 2012 Observation Value
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1,659.76
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5,464.54
|
20,989.71
|
2,648.69
|
|
May
[●], 2012 Observation Value
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1,905.57
|
5,740.11
|
25,402.46
|
3,679.32
|
|
June
[●], 2012 Observation Value
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2,163.55
|
6,704.82
|
26,431.03
|
3,980.13
|
|
July
[●], 2012 Observation Value
|
2,201.91
|
7,915.44
|
23,933.15
|
6,700.94
|
|
August
[●], 2012 Observation Value
|
2,461.03
|
7,943.48
|
27,532.46
|
6,406.99
|
|
September
[●], 2012 Observation Value
|
2,427.08
|
7,642.31
|
25,889.35
|
5,432.06
|
|
Average
Observation Level
|
2,136.49
|
6,901.78
|
25,029.69
|
4,808.02
|
|
Average
Observation Level as % of Initial Component Level
|
146.33%
|
162.39%
|
139.05%
|
223.63%
|
On
the
Final Valuation Date, the Index Performance for SPX would be 46.33%,
the Index
Performance for SX5E would be 62.39%, the Index Performance for NKY
would be
39.05%, and the Index Performance for SBR would be 123.63%, each as
calculated
pursuant to the below formula:
In
this
example, using the formula below, the Portfolio Return would be greater
than
zero.
Portfolio
Return
The
Cash
Settlement Value, using the formula below, would equal $1,678.50.
Cash
Settlement Value
BEAR,
STEARNS & CO. INC.
-5-
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|
STRUCTURED
PRODUCTS GROUP
|
Example
2: The Portfolio Return might be less than zero.
In
this
example, the Observation Levels of all four Components
decrease relative to
their Initial Component Levels on the related Observation
Dates. As a result,
the Portfolio Return would be less than zero, and holders
of the Notes would
therefor have received only the principal amount of each
Note at maturity.
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SPX
|
SX5E
|
NKY
|
SBR
|
|
|
Initial
Component Level
|
1,460.00
|
4,250.00
|
18,000.00
|
2,150.00
|
|
April
[●],
2012 Observation Value
|
1,396.39
|
5,074.83
|
16,340.55
|
1,763.73
|
|
May
[●],
2012 Observation Value
|
1,343.04
|
3,583.03
|
14,941.97
|
1,529.03
|
|
June
[●],
2012 Observation Value
|
1,227.98
|
3,035.13
|
14,855.81
|
1,688.34
|
|
July
[●],
2012 Observation Value
|
1,077.18
|
3,044.54
|
14,997.51
|
1,861.33
|
|
August
[●],
2012 Observation Value
|
1,094.58
|
2,909.69
|
15,748.70
|
2,125.00
|
|
September
[●],
2012 Observation Value
|
996.06
|
2,521.39
|
15,423.94
|
2,178.84
|
|
Average
Observation Level
|
1,189.20
|
3,361.43
|
15,384.75
|
1,857.71
|
|
Average
Observation Level as % of Initial Component
Level
|
81.45%
|
79.09%
|
85.47%
|
86.41%
|
On
the
Final Valuation Date, the Index Performance for SPX would
be -18.55%, the Index
Performance for SX5E would be -20.91%, the Index Performance
for NKY would be
-14.53%, and the Index Performance for SBR would be -13.59%,
each as calculated
pursuant to the below formula:
Index
Performance
In
this
example, using the formula below, the Portfolio Return
would be less than
zero.
Portfolio
Return
Since
the
Portfolio Return would be less than zero, the Cash Settlement
Value for each
Note would be the principal amount of $1,000.
BEAR,
STEARNS & CO. INC.
-6-
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STRUCTURED
PRODUCTS GROUP
|
Example
3: Some Components move higher while others move lower.
In
this
example, the Observation Levels for some of the Components increase
relative to
the initial Component Levels for those Components, while the Observation
Levels
for other of the Components decrease relative to the Initial Component
Levels
for those Components.
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SPX
|
SX5E
|
NKY
|
SBR
|
|
Initial
Component Level
|
1,460.00
|
4,250.00
|
18,000.00
|
2,150.00
|
|
April
[●],
2012 Observation Value
|
1,573.09
|
4,041.13
|
17,986.77
|
2,354.12
|
|
May
[●],
2012 Observation Value
|
1,732.43
|
4,299.08
|
20,530.07
|
2,716.51
|
|
June
[●],
2012 Observation Value
|
2,096.43
|
4,541.78
|
12,872.44
|
2,265.07
|
|
July
[●],
2012 Observation Value
|
2,039.93
|
4,482.89
|
10,129.13
|
1,895.64
|
|
August
[●],
2012 Observation Value
|
2,196.69
|
4,771.55
|
11,671.66
|
2,106.75
|
|
September
[●],
2012 Observation Value
|
2,427.09
|
4,926.34
|
12,203.64
|
1,152.17
|
|
Average
Observation Level
|
2,010.94
|
4,510.46
|
14,232.29
|
2,081.71
|
|
Average
Observation Level % of Initial Component Level
|
137.74%
|
106.13%
|
79.07%
|
96.82%
|
On
the
Final Valuation Date, the Index Performance for SPX would be 37.74%,
the Index
Performance for SX5E would be 6.13%, the Index Performance for NKY
would be
-20.93%, and the Index Performance for SBR would be -3.18%, each
as calculated
pursuant to the below formula:
Index
Performance
In
this
example, using the formula below, the Portfolio Return would be greater
than
zero.
Portfolio
Return
The
Cash
Settlement Value, using the formula below, will equal $1,049.40.
Cash
Settlement Value
BEAR,
STEARNS & CO. INC.
-7-
|
|
STRUCTURED
PRODUCTS GROUP
|
Example
4: The Components could move drastically.
In
this
example the Observation Levels of each of the Components increases
and decreases
between each relative Observation Date. This example demonstrates
the averaging
effect of the Portfolio Return and Cash Settlement Value formulae.
|
|
SPX
|
SX5E
|
NKY
|
SBR
|
|
Initial
Component Level
|
1,460.00
|
4,250.00
|
18,000.00
|
2,150.00
|
|
April
[●],
2012 Observation Value
|
1,062.36
|
4,767.18
|
22,467.67
|
1,659.02
|
|
May
[●],
2012 Observation Value
|
1,331.05
|
5,410.71
|
28,059.12
|
2,409.84
|
|
June
[●],
2012 Observation Value
|
1,580.96
|
4,959.85
|
33,645.52
|
2,248.67
|
|
July
[●],
2012 Observation Value
|
1,645.45
|
5,452.00
|
29,976.19
|
2,235.03
|
|
August
[●],
2012 Observation Value
|
1,506.44
|
7,023.66
|
29,909.19
|
2,699.37
|
|
September
[●],
2012 Observation Value
|
1,549.83
|
6,731.03
|
32,044.70
|
2,838.79
|
|
Average
Observation Level
|
1,446.01
|
6,868.69
|
29,350.40
|
2,348.45
|
|
Average
Observation Level as % of Initial Component Level
|
99.04%
|
134.68%
|
163.06%
|
109.23%
|
On
the
Final Valuation Date, the Index Performance for would be SPX -0.96%,
the Index
Performance for SX5E would be 34.68%, the Index Performance for NKY
would be
63.06%, and the Index Performance for SBR would be 9.23%, each as
calculated
pursuant to the below formula:
Index
Performance
In
this
example, using the formula below, the Portfolio Return is greater
than
zero.
Portfolio
Return
The
Cash
Settlement Value, using the formula below, will equal $1,265.00.
Cash
Settlement Value
BEAR,
STEARNS & CO. INC.
-8-
|
|
STRUCTURED
PRODUCTS GROUP
|
Summary
of Examples 1-4 Reflecting the Cash Settlement Value
|
Example
1
|
Example
2
|
Example
3
|
Example
4
|
|
|
Hypothetical
Initial Component Level for SPX
|
1,460.00
|
1,460.00
|
1,460.00
|
1,460.00
|
|
Hypothetical
average Observation Level for SPX
|
2,163.5
|
6,901.8
|
25,029.69
|
4,808.02
|
|
Hypothetical
Initial Component Level for SX5E
|
4,250.00
|
4,250.00
|
4,250.00
|
4,250.00
|
|
Hypothetical
average Observation Level for SX5E
|
6,901.80
|
3,361.40
|
4,510.40
|
6,868.90
|
|
Hypothetical
Initial Component Level for NKY
|
18,000.00
|
18,000.00
|
18,000.00
|
18,000.00
|
|
Hypothetical
average Observation Level for NKY
|
25,029.69
|
15,384.75
|
14,232.29
|
29,350.40
|
|
Hypothetical
Initial Component Level for SBR
|
2,150.00
|
2,150.00
|
2,150.00
|
2,150.00
|
|
Hypothetical
average Observation Level for SBR
|
4,808.02
|
1,857.71
|
2,081.71
|
2,348.45
|
|
Portfolio
Return
|
Positive
|
Negative
|
Positive
|
Positive
|
|
Principal
protected?
|
Yes
|
Yes
|
Yes
|
Yes
|
|
Cash
Settlement Value per Note
|
$1,678.53
|
$1,000.00
|
$1,049.39
|
$1,265.03
|
The
following tables set forth the month-end closing index levels for
each of the
SPX, the SX5E, the NKY and the SBR for each month in the period
from January
2002 through January 2007. The closing index levels listed below
were obtained
from the Bloomberg, without independent verification by the Company.
The
historical values of each of the Components should not be taken
as an indication
of future performance, and no assurance can be given that the level
of any
Component will increase relative to its the Initial Component Level
during the
term of the Notes.
|
S&P
500® Index
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
||||||
|
January
|
1,130.20
|
855.70
|
1131.13
|
1,181.27
|
1,280.08
|
1,438.24
|
||||||
|
February
|
1,106.73
|
841.15
|
1144.94
|
1,203.60
|
1,280.66
|
|||||||
|
March
|
1,147.39
|
848.18
|
1126.21
|
1,180.59
|
1,294.83
|
|||||||
|
April
|
1,076.92
|
916.92
|
1107.3
|
1,156.85
|
1,310.61
|
|||||||
|
May
|
1,067.14
|
963.59
|
1120.68
|
1,191.50
|
1,270.09
|
|||||||
|
June
|
989.82
|
974.50
|
1140.84
|
1,191.33
|
1,270.20
|
|||||||
|
July
|
911.62
|
990.31
|
1101.72
|
1,234.18
|
1,276.66
|
|||||||
|
August
|
916.07
|
1,008.01
|
1104.24
|
1,220.33
|
1,303.82
|
|||||||
|
September
|
815.28
|
995.97
|
1114.58
|
1,228.81
|
1,335.85
|
|||||||
|
October
|
885.76
|
1,050.71
|
1130.2
|
1,207.01
|
1,377.94
|
|||||||
|
November
|
936.31
|
1,058.20
|
1173.82
|
1,249.48
|
1,400.63
|
|||||||
|
December
|
879.82
|
1,111.92
|
1211.92
|
1,248.29
|
1,418.30
|
|
Dow
Jones EURO STOXX 50®
Index
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
||||||
|
January
|
3,670.26
|
2,248.17
|
2,839.13
|
2,984.59
|
3,691.41
|
4,178.54
|
||||||
|
February
|
3,624.74
|
2,140.73
|
2,893.18
|
3,058.32
|
3,774.51
|
|||||||
|
March
|
3,784.05
|
2,036.86
|
2,787.49
|
3,055.73
|
3,853.74
|
|||||||
|
April
|
3,574.23
|
2,324.23
|
2,787.48
|
2,930.10
|
3,839.90
|
|||||||
|
May
|
3,425.79
|
2,330.06
|
2,749.62
|
3,076.70
|
3,637.17
|
|||||||
|
June
|
3,133.39
|
2,419.51
|
2,811.08
|
3,181.54
|
3,648.92
|
|||||||
|
July
|
2,685.79
|
2,519.79
|
2,720.05
|
3,326.51
|
3,691.87
|
|||||||
|
August
|
2,709.29
|
2,556.71
|
2,670.79
|
3,263.78
|
3,808.70
|
|||||||
|
September
|
2,204.39
|
2,395.87
|
2,726.30
|
3,428.51
|
3,899.41
|
|||||||
|
October
|
2,518.99
|
2,575.04
|
2,811.72
|
3,320.15
|
4,004.80
|
|||||||
|
November
|
2,656.85
|
2,630.47
|
2,876.39
|
3,447.07
|
3,987.23
|
|||||||
|
December
|
2,386.41
|
2,760.66
|
2,951.01
|
3,578.93
|
4,119.94
|
BEAR,
STEARNS & CO. INC.
-9-
|
|
STRUCTURED
PRODUCTS GROUP
|
|
Nikkei
225™
Stock
Index
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
||||||
|
January
|
9,997.80
|
8,339.94
|
10,783.61
|
11,387.59
|
16,649.82
|
17,383.42
|
||||||
|
February
|
10,587.83
|
8,363.04
|
11,041.92
|
11,740.60
|
16,205.43
|
|||||||
|
March
|
11,024.94
|
7,972.71
|
11,715.39
|
11,668.95
|
17,059.66
|
|||||||
|
April
|
11,492.54
|
7,831.42
|
11,761.79
|
11,008.90
|
16,906.23
|
|||||||
|
May
|
11,763.70
|
8,424.51
|
11,236.37
|
11,276.59
|
15,467.33
|
|||||||
|
June
|
10,621.84
|
9,083.11
|
11,858.87
|
11,584.01
|
15,505.18
|
|||||||
|
July
|
9,877.94
|
9,563.21
|
11,325.78
|
11,899.60
|
15,456.81
|
|||||||
|
August
|
9,619.30
|
10,343.55
|
11,081.79
|
12,413.60
|
16,140.76
|
|||||||
|
September
|
9,383.29
|
10,219.05
|
10,823.57
|
13,574.30
|
16,127.58
|
|||||||
|
October
|
8,640.48
|
10,559.59
|
10,771.42
|
13,606.50
|
16,399.39
|
|||||||
|
November
|
9,215.56
|
10,100.57
|
10,899.25
|
14,872.15
|
16,274.33
|
|||||||
|
December
|
8,578.95
|
10,676.64
|
11,488.76
|
16,111.43
|
17,225.83
|
|
S&P
BRIC 40™ Index
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
||||||
|
January
|
541.56
|
474.87
|
867.75
|
961.09
|
1,575.05
|
2,098.12
|
||||||
|
February
|
558.94
|
480.23
|
930.92
|
1,074.02
|
1,599.68
|
|||||||
|
March
|
583.39
|
478.05
|
929.27
|
1,002.04
|
1,614.88
|
|||||||
|
April
|
588.99
|
534.21
|
788.05
|
966.65
|
1,743.36
|
|||||||
|
May
|
581.15
|
577.00
|
792.05
|
1,009.56
|
1,558.56
|
|||||||
|
June
|
518.70
|
613.99
|
801.02
|
1,066.05
|
1,630.68
|
|||||||
|
July
|
451.64
|
622.48
|
802.64
|
1,134.86
|
1,694.62
|
|||||||
|
August
|
479.35
|
691.47
|
838.89
|
1,200.43
|
1,722.80
|
|||||||
|
September
|
419.63
|
717.72
|
902.36
|
1,337.18
|
1,715.35
|
|||||||
|
October
|
456.02
|
743.64
|
908.55
|
1,231.71
|
1,847.16
|
|||||||
|
November
|
473.49
|
763.45
|
952.32
|
1,317.51
|
2,003.46
|
|||||||
|
December
|
470.45
|
866.07
|
973.47
|
1,354.94
|
2,181.25
|
BEAR,
STEARNS & CO. INC.
-10-
|
|
STRUCTURED
PRODUCTS GROUP
|
|
SELECTED
RISK CONSIDERATIONS
|
| · |
No
current income—We
will not pay any interest on the Notes. The yield on the
Notes therefore
may be less than the overall return you would earn if you
purchased a
conventional debt security at the same time and with the
same
maturity.
|
| · |
No
interest, dividend or other payments—You
will not receive any interest, dividend payments or other
distributions on
the stocks underlying the Components; nor will such payments
be included
in the calculation of the Cash Settlement Value you will
receive at
maturity.
|
| · |
Not
exchange-listed—The
Notes will not be listed on any securities exchange and
we do not expect a
trading market to develop, which may affect the price that
you receive for
your Notes upon any sale prior to maturity. If you sell
the Notes prior to
maturity, you may receive less, and possibly significantly
less, than your
initial investment in the Notes.
|
| · |
Liquidity—Because
the Notes will not be listed on any securities exchange,
we do not expect
a trading market to develop, and, if such a market were
to develop, it may
not be liquid. Our subsidiary, Bear, Stearns & Co. Inc. has advised us
that they intend under ordinary market conditions to indicate
prices for
the Notes on request. However, we cannot guarantee that
bids for
outstanding Notes will be made in the future; nor can we
predict the price
at which those bids will be made. In any event, Notes will
cease trading
as of the close of business on the Maturity Date.
|
| · |
The
Components may not move in tandem—At
a time when the level of one or more of the Components
increases, the
level of one or more of the other Components may decline.
Therefore, in
calculating the Portfolio Return, increases in the level
of one or more of
the Components may be moderated, or wholly offset, by lesser
increases or
declines in the level of one or more of the other
Components.
|
|
LICENSE
AGREEMENTS
|
S&P
500® Index and S&P
BRIC 40™ Index
The
Company entered into a non-exclusive license agreement with Standard
&
Poor’s providing for the license to us, in exchange for a fee, of the
right to
use each of the SPX and the SBR, which are owned and published
by Standard &
Poor’s, in connection with certain securities, including the Notes.
The
license agreement between Standard & Poor’s and us provides that the
following language must be set forth in this pricing supplement.
“The
Notes are not sponsored, endorsed, sold or promoted by Standard
& Poor’s.
Standard & Poor’s makes no representation or warranty, express or implied,
to the owners of the Notes or any member of the public regarding
the
advisability of investing in securities generally or in the Notes
particularly.
Standard & Poor’s only relationship to us is the licensing of certain
trademarks, trade names and service marks of Standard & Poor’s, the SPX and
the SBR, which is determined, composed and calculated by Standard
& Poor’s
without regard to us or the Notes. Standard & Poor’s has no obligation to
take our needs or the needs of holders of the Notes into consideration
in
determining, composing, or calculating the SPX or the SBR. Standard
& Poor’s
is not responsible for and has not participated in the determination
of the
timing of, prices at which Notes are sold, or quantities of the
Notes to be
issued or in the determination or calculation of the amount payable
at maturity.
Standard & Poor’s has no obligation or liability in connection with the
administration, marketing, or trading of the Notes.
Standard
& Poor’s does not guarantee the accuracy and/or the completeness of the
SPX,
the SBR or any data included therein and Standard & Poor’s shall have no
liability for any errors, omissions, or interruptions therein.
Standard &
Poor’s makes no warranty, express or implied, as to results to be obtained
by
us, owners of the Notes, or any other person or entity from the
use of the SPX,
the SBR or any data included therein. Standard & Poor’s makes no express or
implied warranties, and expressly disclaims all warranties of merchantability
or
fitness for a particular purpose or use with respect to the SPX,
the SBR or any
data included therein. Without limiting any of the foregoing, in
no event shall
Standard & Poor’s have any liability for any lost profits or indirect,
punitive, special, or consequential damages or losses, even if
notified of the
possibility thereof. There are no third party beneficiaries or
any agreements or
arrangements between Standard & Poor’s and the Company.”
Dow
Jones EURO STOXX 50® Index
The
Company has entered or expects to enter into non-exclusive license
agreement
with EURO STOXX 50®, whereby the Company and its affiliates, in exchange for a
fee, will be permitted to use the SX5E in connection with the offer
and sale of
the Notes.
BEAR,
STEARNS & CO. INC.
-11-
|
|
STRUCTURED
PRODUCTS GROUP
|
Nikkei
225™ Stock Index
The
Company has entered or expects to enter into non-exclusive
license agreement
with Nihon Keizai Shimbun, Inc. (“Nihon Keizai”), whereby the Company and its
affiliates, in exchange for a fee, will be permitted to use
the NKY in
connection with the offer and sale of the Notes.
The
copyright relating to the NKY and intellectual property rights
as to “Nikkei”
(including in combination with other words) and the NKY and
any other rights
will belong to Nihon Keizai.
Nihon
Keizai will be entitled to change the details of the NKY and
to suspend the
announcement thereof.
All
the
businesses and implementation relating to the use of the NKY
and related
intellectual property rights will be conducted exclusively
at the risk of the
Company and Nihon Keizei assumes no obligation or responsibility
therefor.
All
disclosures contained in this pricing supplement regarding
each Component,
including its make-up, method of calculation and changes in
its components, are
derived from publicly available information prepared the Sponsor
of each
respective Component. None of us, Bear Stearns or the Trustee
assumes any
responsibility for the accuracy or completeness of such
information.
BEAR,
STEARNS & CO. INC.
-12-