PRICING SUPPLEMENT NO. 49 Rule 424(b)(3) DATED: May 25, 2001 File No. 333-52902 (To Prospectus dated January 11, 2001, and Prospectus Supplement dated January 11, 2001) $9,015,893,162 THE BEAR STEARNS COMPANIES INC. MEDIUM-TERM NOTES, SERIES B Principal Amount: $325,000,000 Floating Rate Notes [x] Book Entry Notes [x] Original Issue Date: 5/30/2001 Fixed Rate Notes [ ] Certificated Notes [ ] Maturity Date: 5/30/2002 CUSIP#: 073928UG6 Option to Extend Maturity: No [x] Yes [ ] Final Maturity Date: Optional Optional Redemption Repayment Repayment Redeemable On Price(s) Date(s) Price(s) ------------- -------------- ------------- ----------- N/A N/A N/A N/A Applicable Only to Fixed Rate Notes: ----------------------------------- Interest Rate: Interest Payment Dates: Applicable Only to Floating Rate Notes: -------------------------------------- Interest Rate Basis: Maximum Interest Rate: N/A [ ] Commercial Paper Rate Minimum Interest Rate: N/A [ ] Federal Funds Rate Interest Reset Date(s): * [ ] Treasury Rate Interest Reset Period: Quarterly [ ] LIBOR Reuters Interest Payment Date(s): ** [x ] LIBOR Telerate [ ] Prime Rate [ ] CMT Rate Initial Interest Rate: 4.05% Interest Payment Period: Quarterly Index Maturity: Three Months Spread (plus or minus): + 0.02% * On the 30th of each August, November, February and May prior to Maturity. ** On the 30th of each August, November, February and May, including the maturity date. The distribution of Notes will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules.