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PRICING
SUPPLEMENT NO. 10A
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Rule 424(b)(3)
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DATED:
May 19, 2005 +
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File
No. 333-121744
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September [ ], 2007 ++
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(To
Prospectus dated February 2, 2005,
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and
Prospectus Supplement dated February 2, 2005)
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$12,410,781,162
THE
BEAR STEARNS COMPANIES INC.
Medium-Term
Notes, Series B
__________________________
Bear
Extendible Notes (BENs)
The
floating rate Bear Extendible Notes described in this Pricing Supplement, which
we refer to as the BENs, will mature on the initial maturity date, unless the
maturity of all or any portion of the principal amount of the BENs is extended
in accordance with the procedures described below. In no event will the maturity
of the BENs be extended beyond the final maturity date.
During
the notice period for each election date, you may elect to extend the maturity
of all or any portion of the principal amount of your BENs so that the maturity
of your BENs will be extended to the date occurring 366 calendar days from
and
including the 15th
day of
the next succeeding month. However, if that 366th
calendar
day is not a Business Day, the maturity of your BENs will be extended to the
immediately preceding Business Day. The election dates will be the
15th
calendar
day of each month from June 2005 to May 2009 inclusive, whether or not any
such
day is a Business Day.
You
may
elect to extend the maturity of all of your BENs or of any portion thereof
having a principal amount of $25,000 or any multiple of $1,000 in excess
thereof. To make your election effective on any election date, you must deliver
a notice of election during the notice period for that election date. The notice
period for each election date will begin on the 5th
Business
Day prior to the election date and end on the election date; however, if that
election date is not a Business Day, the notice period will be extended to
the
following Business Day. Your notice of election must be delivered to the Trustee
for the BENs, through the normal clearing system channels described in more
detail below, no later than the last Business Day of the notice period. Upon
delivery to the Trustee of a notice of election to extend the maturity of the
BENs or any portion thereof during a notice period, that election will be
revocable during each day of such notice period, until 12:00 noon (New York
City
time) on the last Business Day in such notice period, at which time such notice
will become irrevocable.
If
on any
election date you do not make an election to extend the maturity of all or
any
portion of the principal amount of your BENs, the principal amount of the BENs
for which you have failed to make such an election will become due and payable
on the initial maturity date, or any later date to which the maturity of your
BENs has previously been extended. The principal amount of the BENs for which
such election is not exercised will be represented by a note issued on such
election date. The new note so issued will have the same terms as the BENs,
except that it will not be extendible, will have a separate CUSIP number and
its
maturity date will be the date that is 366 calendar days from and including
such
election date or, if such 366th
calendar
day is not a Business Day, the immediately preceding Business Day. The failure
to elect to extend the maturity of all or any portion of the BENs will be
irrevocable and will be binding upon any subsequent holder of such
BENs.
The
BENs
will bear interest from the date of issuance until the principal amount thereof
is paid or made available for payment at a rate determined for each Interest
Reset Period by reference to the Interest Rate Basis, based on the Index
Maturity, plus the applicable Spread for the relevant Interest Reset Date.
We
describe how floating rates are determined and calculated in the section
captioned “Description of Notes - Floating Rate Notes” in the Prospectus
Supplement, subject to and as modified by the provisions described
below.
(continued
on next
page)
Bear,
Stearns & Co. Inc.
The
BENs
will be issued in registered global form and will remain on deposit with The
Depository Trust Company (“DTC”), as depositary for the BENs. Therefore, you
must exercise the option to extend the maturity of your BENs through DTC. To
ensure that DTC will receive timely notice of your election to extend the
maturity of all or a portion of your BENs, so that it can deliver notice of
your
election to the Trustee prior to the close of business on the last Business
Day
in the notice period, you must instruct the direct or indirect participant
through which you hold an interest in the BENs to notify DTC of your election
to
extend the maturity of your BENs in accordance with the then applicable
operating procedures of DTC. Notice of any decision to revoke your election
must
be made through the same clearing system channels.
DTC
must
receive any notice of election from its participants no later than 12:00 noon
(New York City time) on the last Business Day in the notice period for any
election date. Different firms have different deadlines for accepting
instructions from their customers. You should consult the direct or indirect
participant through which you hold an interest in the BENs to ascertain the
deadline for ensuring that timely notice will be delivered to DTC. If the
election date is not a Business Day, notice of your election to extend the
maturity date of your BENs must be delivered to DTC by its participants no
later
than 12:00 noon (New York City time) on the first Business Day following the
election date.
The
BENs
will initially be limited to $625,000,000 in aggregate principal amount. We
may
create and issue additional floating rate extendible notes with the same terms
as the BENs so that such additional floating rate extendible notes will be
combined with this initial issuance of BENs.
For
purposes of your exercise of an election to extend the maturity of all or any
portion of your BENs, “Business Day” means any day that is not a Saturday or
Sunday, and that is neither a legal holiday nor a day on which banking
institutions or trust companies in New York City are authorized or obligated
by
law to close.
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Principal
Amount: $278,000,000 +++
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Floating
Rate Notes [x]
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Book
Entry Notes [x]
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Original
Issue Date: 5/26/2005
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Fixed
Rate Notes [ ]
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Certificated
Notes [ ]
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Initial
Maturity Date: 6/15/2006, or if
such
day is not a Business
Day,
the immediately
preceding
Business Day
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CUSIP#:
073902KC1
New CUSIP numbers
will be assigned to
BENs maturing
prior to
the Final Maturity Date
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Option
to Extend Maturity:
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No
[
]
Yes
[x]
Final
Maturity Date: 6/15/2010, or if
such
day is not a Business Day, the
immediately
preceding Business Day
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Minimum
Denominations:
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$25,000,
increased in multiples of $1,000.
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Redeemable
On
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Redemption
Price(s)
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Optional
Repayment
Date(s)
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Optional
Repayment
Price(s)
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N/A
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N/A
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N/A
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N/A
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Applicable
Only to Fixed Rate Notes:
Interest
Rate:
Interest
Payment Dates:
Applicable
Only to Floating Rate Notes:
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Interest
Rate Basis:
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Maximum
Interest Rate: N/A
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[
] Commercial
Paper Rate
[
] Federal Funds Effective Rate
[
] Federal Funds Open Rate
[
] Treasury Rate
[
] LIBOR Reuters
[x] LIBOR
Telerate
[
] Prime Rate
[
] CMT Rate
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Minimum
Interest Rate: N/A
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+
On
May
19, 2005 (the date of Pricing Supplement No. 10), $625,000,000 principal amount
of BENs were traded.
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The
amendments set forth in this Pricing Supplement No. 10A are effective as of
September 15, 2007.
+++
$278,000,000
principal amount of the $625,000,000 principal amount of the BENs traded on
May
26, 2005, are currently outstanding.
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Interest
Reset Date(s): Commencing June 15, 2005 and on the 15th
day of each month thereafter prior to the relevant maturity date.
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Interest
Reset Period: The first Interest Reset Period will be the period
from and
including June 15, 2005 to but excluding the immediately succeeding
Interest Reset Date. Thereafter, the Interest Reset Periods will
be the
periods from and including an Interest Reset Date to but excluding
the
immediately succeeding Interest Reset Date; provided that the final
Interest Reset Period for the BENs, or any BENs maturing prior to
the
Final Maturity Date, will be the period from and including the Interest
Reset Date in the month immediately preceding the maturity of the
BENs, or
any portion of the BENs, to but excluding the relevant maturity
date.
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Interest
Payment Date(s): Commencing June 15, 2005 and on the 15th
day of each month thereafter, including the Final Maturity Date.
The final
Interest Payment Date for the BENs, or any portion of the BENs maturing
prior to the Final Maturity Date, will be the maturity date, and
interest
for the final Interest Payment Period will accrue from and including
the
Interest Payment Date in the month immediately preceding such maturity
date to but excluding the maturity date.
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Interest
Payment Period: Monthly
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Election
Dates: Commencing June 15, 2005, the election dates shall be the
15th
calendar day of each month from June 2005 to May 2009 inclusive,
whether
or not such day is a Business Day.
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Initial
Interest Rate: 3.10%
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Notice
Period(s): The notice period for each election date will begin on
the
5th
Business Day prior to but not including the election date and end
on the
election date; however, if that election date is not a Business Day,
the
notice period will be extended to the following Business
Day.
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Index
Maturity: One Month
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Spread
(plus or minus): The table below indicates
the applicable Spread for
the Interest
Reset Dates occurring during each of the
indicated
periods. ++++
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For
Interest Reset Dates occurring:
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Spread:
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From
the Original Issue Date to but excluding 6/15/2006:
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+
.01%
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From
and including 6/15/2006 to but excluding 6/15/2007:
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+
.04%
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From
and including 6/15/2007 to but excluding 6/15/2008:
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+
.06%
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From
and including 6/15/2008 to but excluding 6/15/2009:
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+
.08%
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From
and including 6/15/2009 to but excluding 6/15/2010:
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+
.09%
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++++ These
Spreads applied to the BENs from May 26, 2005 to September 14,
2007.
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Spread
(plus or minus): The table below indicates
the applicable Spread for
the Interest
Reset Dates occurring during each of the
indicated
periods. +++++
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For
Interest Reset Dates occurring:
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Spread:
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From
the Original Issue Date to but excluding 6/15/2006:
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+
.01%
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From
and including 6/15/2006 to but excluding 6/15/2007:
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+
.04%
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From
and including 6/15/2007 to but excluding 9/15/2007:
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+
.06%
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From
and including 9/15/2007 to but excluding 6/15/2008:
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+
.16%
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From
and including 6/15/2008 to but excluding 6/15/2009:
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+
.18%
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From
and including 6/15/2009 to but excluding 6/15/2010:
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+
.19%
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+++++ These
Spreads apply to the BENs from and after September 15, 2007.
CERTAIN
US FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion summarizes certain US federal income tax consequences
of
the purchase, beneficial ownership and disposition of the BENs. This discussion
supplements the section captioned “Certain US Federal Income Tax Considerations”
in the Prospectus Supplement dated February 2, 2005. This summary deals only
with a beneficial owner of BENs that is:
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·
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an
individual who is a citizen or resident of the United States for
US
federal income tax purposes;
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·
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a
corporation (or other entity that is treated as a corporation for
US
federal tax purposes) that is created or organized in or under the
laws of
the United States or any state thereof (including the District of
Columbia);
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·
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an
estate whose income is subject to US federal income taxation regardless
of
its source; or
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·
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a
trust if a court within the United States is able to exercise primary
supervision over its administration, and one or more United States
persons
have the authority to control all of its substantial decisions (each,
a
“US Holder”).
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If
a
partnership (or other entity that is treated as a partnership for US federal
tax
purposes) is a beneficial owner of BENs, the treatment of a partner in the
partnership will generally depend upon the status of the partner and upon the
activities of the partnership. A beneficial owner of BENs that is a partnership,
and partners in such a partnership, should consult their tax advisors about
the
US federal income tax consequences of holding and disposing of the
BENs.
This
discussion is based on interpretations of the Internal Revenue Code of 1986,
as
amended (the “Code”), regulations issued there under, and rulings and decisions
currently in effect (or in some cases proposed), all of which are subject to
change. Any such change may be applied retroactively and may adversely affect
the federal income tax consequences described in this Pricing Supplement. This
summary addresses only US Holders that purchase BENs at initial issuance and
beneficially own such BENs as capital assets and not as part of a “straddle,”
“hedge,” “synthetic security” or a “conversion transaction” for federal income
tax purposes, or as part of some other integrated investment. This summary
does
not discuss all of the tax consequences that may be relevant to particular
investors or to investors subject to special treatment under the federal income
tax laws (such as S corporations, banks, thrifts, or other financial
institutions, insurance companies, mutual funds, small business investment
companies, tax-exempt organizations, persons holding in tax-deferred or
tax-advantaged accounts, real estate investment trusts, regulated investment
companies, securities dealers or brokers, traders in securities electing mark
to
market treatment, investors whose functional currency is not the US dollar,
persons subject to the alternative minimum tax, and former citizens or residents
of the United States), and this summary does not discuss the tax consequences
under the laws of any foreign, state or local taxing jurisdictions. Accordingly,
prospective investors are urged to consult their tax advisors with respect
to
the federal, state and local tax consequences of investing in the BENs, as
well
as any consequences arising under the laws of any other taxing jurisdiction
to
which they may be subject.
PROSPECTIVE
PURCHASERS OF BENs SHOULD CONSULT THEIR TAX ADVISORS AS TO THE FEDERAL, STATE,
LOCAL, AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF BENs.
Federal
Income Tax Treatment of US Holders.
General
There
are
no regulations, rulings or other authorities addressing the federal income
tax
treatment of debt instruments with terms that are substantially similar to
the
BENs, and therefore the federal income tax treatment of the BENs is subject
to
some uncertainty. As discussed below, we intend to take the position that the
election by a US Holder to extend the maturity of BENs through the Final
Maturity Date will not be a taxable event for us or the US Holder, and we intend
to take the position that the Final Maturity Date is the maturity date of the
BENs for federal income tax purposes. However, this position is not free from
doubt.
Tax
Treatment of the BENs
Under
the
Treasury regulations governing original issue discount on debt instruments
(the
“OID Regulations”), for purposes of determining the yield and maturity of a debt
instrument, a holder is generally deemed to exercise an option or combination
of
options if the exercise would maximize the yield on the debt instrument. Because
the Spread will periodically increase during the term of the BENs, for purposes
of OID Regulations, as of the issue date, we intend to take the position that
US
Holders should be deemed to elect on each election date, through and including
May 15, 2009, to extend the maturity of the BENs through the Final Maturity
Date, and therefore that the Final Maturity Date is the maturity date of the
BENs for federal income tax purposes.
Under
the
Treasury regulations governing modifications to the terms of debt instruments
(the “Modification Regulations”), the exercise of an option by a holder of a
debt instrument to defer any scheduled payment of principal is a taxable event
if, based on all the facts and circumstances, the deferral is considered
material under the Modification Regulations. The Modification Regulations do
not
specifically address the unique features of the BENs (including their economic
equivalence to a five-year debt instrument containing put options).
Because
we will take the position under the OID Regulations that the Final Maturity
Date
is the maturity date of the BENs, we intend to take the position that the
election by a holder to extend the maturity of BENs through the Final Maturity
Date will not give rise to a taxable event for us or holders. Holders, by
purchasing the BENs, will agree to this treatment and will not take a contrary
treatment unless required by law.
It
is
unclear how the OID Regulations apply in conjunction with the Modification
Regulations, and therefore no assurance can be given that the IRS will accept,
or that the courts will uphold, this position. For example, the IRS may assert
that a holder should not be treated as exercising all options that maximize
its
yield for purposes of the Modification Regulations, and therefore each extension
of BENs is treated as a modification for federal income tax purposes. Under
a
safe harbor in the Modification Regulations, a deferral that extends the
maturity of a debt instrument for the lesser of five years or 50% of the
original term of the debt instrument does not give rise to a taxable event.
Because the BENs mature pursuant to their terms in approximately 385 days,
an
election to extend the maturity of BENs through December 2006 (i.e., 50% of
385
days) should not be treated as a taxable event in any case. However, the IRS
may
view any election to extend the maturity of the BENs by more than 192 days
as
giving rise to a taxable event.
In
this
event, a US Holder would generally be required to recognize any gain inherent
in
the BENs. We do not expect that any such gain would be significant (but the
amount of any such gain recognized will depend upon all the facts and
circumstances present at the time of the taxable event).
In
addition, it is possible that the IRS could assert that the BENs are subject
to
special rules governing “contingent payment debt instruments.” If the IRS were
successful in this assertion, US Holders may be required to accrue original
issue discount income, subject to adjustments, at a “comparable yield” on the
issue price of the BENs and any gain recognized with respect to the BENs
generally would be treated as ordinary income. However, because the BENs bear
a
variable interest rate that is reset periodically throughout the term of the
BENs and provide for current payment of interest, we expect that the adverse
tax
consequences of such treatment, if any, should not be significant. The federal
income tax treatment of contingent payment debt instruments is summarized in
the
Prospectus Supplement dated February 2, 2005 under the caption “Certain US
Federal Income Tax Considerations - Contingent Payment Debt Instruments.” Each
US Holder is urged to consult its tax advisors regarding its tax treatment
in
the event it elects to extend the maturity of the BENs.
The
remainder of this summary assumes that the Final Maturity Date is the maturity
date of the BENs, elections to extend the maturity of all or a portion of the
principal amount of the BENs through the Final Maturity Date will not be taxable
events and that the BENs are not contingent payment debt instruments for US
federal income tax purposes.
Interest
Interest
paid to a US Holder on the BENs will be includible in gross income as ordinary
interest income when paid or accrued in accordance with the US Holder’s usual
method of accounting.
In
addition, any increase on a particular Interest Reset Date in the Spread that
is
added to LIBOR to determine the interest rate for the ensuing interest period
for the BENs should be considered “de minimis” under the original issue discount
rules, and therefore the BENs should not be considered to have original issue
discount for US federal income tax purposes as a result of the increase in
the
Spread.
Sale,
Exchange, Redemption, Repayment or Other Disposition of the
BENs
Upon
the
disposition of BENs by sale, exchange, redemption, repayment or other
disposition, a US Holder will generally recognize taxable gain or loss equal
to
the difference, if any, between (i) the amount realized on the disposition
(other than amounts attributable to accrued but unpaid interest, which would
be
treated as such) and (ii) the US Holder’s adjusted tax basis in the BENs. A US
Holder’s adjusted tax basis in BENs generally will equal the cost of the BENs to
the US Holder. Capital gains of individual taxpayers from the sale, exchange,
redemption, repayment or other disposition of BENs held for more than one year
may be eligible for reduced rates of taxation. The deductibility of a capital
loss realized on the sale, exchange, redemption, repayment or other disposition
of BENs is subject to limitations.
Information
Reporting and Backup Withholding.
Information
reporting will apply to certain payments on BENs (including interest and OID)
and proceeds of the sale of BENs held by a US Holder that is not an exempt
recipient (such as a corporation). Backup withholding may apply to payments
made
to a US Holder if (a) the US Holder has failed to provide its correct taxpayer
identification number on IRS Form W-9, or (b) we have been notified by the
IRS
of an underreporting by the US Holder (underreporting generally refers to a
determination by the IRS that a payee has failed to include in income on its
tax
return any reportable dividend and interest payments required to be shown on
a
tax return for a taxable year).
Backup
withholding is not an additional tax and may be refunded (or credited against
your US federal income tax liability, if any), provided, that certain required
information is furnished. The information reporting requirements may apply
regardless of whether withholding is required.
THE
PRECEDING DISCUSSION IS ONLY A SUMMARY OF CERTAIN OF THE TAX IMPLICATIONS OF
AN
INVESTMENT IN BENs. PROSPECTIVE PURCHASERS ARE URGED TO CONSULT WITH THEIR
TAX
ADVISORS PRIOR TO INVESTING TO DETERMINE THE TAX IMPLICATIONS OF SUCH INVESTMENT
IN LIGHT OF EACH SUCH INVESTOR’S PARTICULAR CIRCUMSTANCES.
* * *
The
distribution of BENs will conform to the requirements set forth in Rule 2720
of
the NASD Conduct Rules.