 |
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Filed
Pursuant to Rule 433
Registration
No. 333−136666
January
29, 2008
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New
Issue
|
Indicative
Terms
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 |
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THE
BEAR STEARNS COMPANIES INC.
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INVESTMENT
HIGHLIGHTS
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Reverse
Convertible
Note
Securities
|
·
The
Note offering is linked to the common stock of
Apple Inc. (the “Reference
Asset”). Please note that the Notes have a six-month
term to
maturity.
·
The
Notes pay a fixed rate coupon of [18.00]% per
annum, payable as a single
payment at maturity, equal to one-half of the
Coupon Rate times the
principal amount of the Notes, in arrears. Interest
will be computed using
a 360-day year of twelve 30-day months, unadjusted.
·
The
Notes are a direct obligation of The Bear Stearns
Companies Inc. (Rated A2
by Moody’s / A by S&P / A by DBRS Limited).
·
Issue
price for the Note offering: [100]% of principal
amount ($1,000). However,
investors who purchase an aggregate principal
amount of at least
$1,000,000 of any particular Note offering will
be entitled to purchase
each Note of that particular offering for [99.50]%
of the principal
amount.
·
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.
·
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
Price1
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|
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Apple
Inc., common stock, traded on the NASDAQ
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AAPL
|
6-months
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[18.00]%
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[70]%
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[100]%
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BEAR,
STEARNS & CO. INC.
STRUCTURED
PRODUCTS GROUP
(212)
272-6928
|
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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|
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1 Investors
who purchase an aggregate principal amount of at least $1,000,000
of any
particular Note offering will be entitled to purchase each
Note of that
particular offering for [99.50]% of the principal
amount
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||
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STRUCTURED
PRODUCTS
GROUP
|
|
GENERAL
TERMS FOR THE NOTE
OFFERING
|
This
free
writing prospectus relates to the offering of Notes linked to the common
stock
of Apple 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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A2
/
A / A (Moody’s / S&P/ DBRS Limited)
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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 Apple Inc. (“Apple”), traded on the Nasdaq Stock Market,
Inc. (“NASDAQ”) under the symbol “AAPL.”
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SELLING
PERIOD ENDS:
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January
[●],
2008.
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PRICING
DATE:
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January
[●],
2008.
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SETTLEMENT
DATE:
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February [●],
2008.
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CALCULATION
DATE:
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July
[●],
2008.
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MATURITY
DATE:
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July
[●],
2008.
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COUPON
RATE (PER ANNUM):
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[18.00]%
per annum. Interest will be computed using a 360-day year
of twelve 30-day
months, unadjusted.
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CONTINGENT
PROTECTION PERCENTAGE:
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[70.00]%.
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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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July
[●],
2008.
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INITIAL
LEVEL:
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The
Closing Price of the Reference Asset on the Pricing
Date.
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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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073902QA9.
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LISTING:
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The
Note will not be listed on any U.S. securities exchange
or quotation
system.
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BEAR,
STEARNS & CO.
INC.
|
-2-
|
STRUCTURED
PRODUCTS
GROUP
|
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ADDITIONAL
TERMS FOR THE NOTE
OFFERING
|
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 Note involves 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:
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·
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Prospectus
Supplement, dated August 16, 2006:
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·
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Prospectus,
dated August 16, 2006:
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SELECTED
RISK CONSIDERATIONS
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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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|
·
|
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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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. Recently,
the Internal
Revenue Service ("IRS") and the Treasury Department issued
Notice 2008-2
under which they requested comments as to whether the purchaser
of certain notes (which may include the Notes) should be
required to accrue income during its term under a mark-to-market,
accrual
or other methodology, whether income and gain on such a note
or contract
should be ordinary or capital, and whether foreign holders
should be
subject to withholding tax on any deemed income accrual.
Accordingly, it
is possible that regulations or other guidance could provide
that a U.S.
Holder of a Note is required to accrue income in respect
of the Note prior
to the receipt of payments under the Note or its earlier
sale. Moreover,
it is possible that any such regulations or other guidance
could treat all
income and gain of a U.S. holder in respect of a note as
ordinary income
(including gain on a sale). Finally, it is possible that a Non-U.S.
Holder of the Note could be subject to U.S. withholding tax
in respect
of the Note. It is unclear whether any regulations or other
guidance
would apply to the Notes (possibly on a retroactive basis).
Prospective
investors are urged to consult with their tax advisors regarding
Notice
2008-2 and the possible effect to them of the issuance of
regulations or
other guidance that affects the federal income tax treatment
of the
Notes. See
“Certain U.S. Federal Income Tax Considerations” below.
|
|
BEAR,
STEARNS & CO.
INC.
|
-3-
|
STRUCTURED
PRODUCTS
GROUP
|
|
·
|
The
Notes Are Subject to Equity Market Risks—
The
Notes involve exposure to price movements in the equity securities
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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|
·
|
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 Level,
Contingent
Protection Percentage and Exchange Ratio for certain events
affecting the
Reference Asset, such as stock splits and stock dividends
and certain
other corporate events involving the 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.
|
|
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 payable on
the
Maturity Date will be payable to the person to whom principal is payable.
Interest will be computed using a 360-day year of twelve 30-day months,
unadjusted.
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.
The
following scenarios and graphs generally illustrate how the Cash Settlement
Value of the Reverse Convertible Note Securities is determined:
|
BEAR,
STEARNS & CO.
INC.
|
-4-
|
STRUCTURED
PRODUCTS
GROUP
|
|
Scenario
1
The
price of the underlying shares generally increases
over the term of the
Note. The Contingent Protection Level is never
breached.
|
 |
 |
|
Outcome
The
Cash Settlement Value equals 100% of the principal
amount of the Notes.
The share price generally increased over the
term of the Note and never
breached the Contingent Protection Level.
|
|
Scenario
2
The
price of the underlying shares generally declines
over the term of the
Note. The Contingent Protection Level is never
breached.
|
|
 |
|
Outcome
The
Cash Settlement Value equals 100% of the principal
amount of the Notes.
The share price decreased over the term of the
Note and at maturity was
below the Initial Level, but never breached the
Contingent Protection
Level.
|
|
Scenario
3
The
price of the underlying shares declines over
the term of the Note. The
Contingent Protection Level is breached.
|
|
 |
|
Outcome
The
Cash Settlement Value is less than the principal
amount of the Notes,
reflecting the percentage decline in the underlying
shares below the
Initial Level. The Contingent Protection Level
is breached so there is no
principal protection.
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|
Scenario
4
The
price of the underlying shares declines below
the Contingent Protection
Level, but ultimately recovers to finish above
its Initial Level.
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|
 |
|
Outcome
The
Cash Settlement Value equals 100% of the principal
amount of the Notes.
Even though the share price decreased below the
Contingent Protection
Level during the term of the Note, by the Calculation
Date the underlying
share price was above the Initial Level.
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|
BEAR,
STEARNS & CO.
INC.
|
-5-
|
STRUCTURED
PRODUCTS
GROUP
|
|
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 the 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 such 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.
Apple
Inc. (“AAPL”)
Apple
Inc. (“Apple”) common stock, no par value, trades on the NASDAQ under the symbol
“AAPL.” Apple is a designer, manufacturer and marketer of personal computers,
portable digital music players, and mobile communication devices and
sells a
variety of related software, services, peripherals, and networking
solutions
through its online stores, its retail stores, its direct sales force,
and
third-party wholesalers and resellers. Apple’s
SEC file number is 000- 10030.
|
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 any of the Notes. Some amounts are rounded and actual
returns may
be different.
Assumptions:
|
·
|
Investor
purchases $1,000.00 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.
|
|
·
|
Initial
Level: $ 130.00
|
|
·
|
Contingent
Protection Percentage: 70%
|
|
·
|
Contingent
Protection Level: $ 91.00($130.00 x
70%)
|
|
·
|
Exchange
Ratio: 7 ($1,000.00/$130.00)
|
|
·
|
Coupon:
18.00% per annum, as a single payment at maturity equal to
one-half of the
coupon, in arrears.
|
|
·
|
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.
|
|
·
|
Assumes
cash settlement at maturity.
|
|
·
|
Maturity:
Six months.
|
|
·
|
Dividend
and dividend yield on the Reference Asset: No dividend distributed.
|
Example
1
- On the
Calculation Date, the Final Level of $156.00 is greater than the Initial
Level,
resulting in a payment at maturity of $1,000.00, regardless of whether
the
Contingent Protection Level was ever reached or breached, plus one
interest
payment of $90.00, for payments totaling $1,090.00. If you had invested
directly
in the Reference Asset for the six-month period, you would have received
total
cash payments of $1,200.00 (number of shares of the Reference Asset
multiplied
by the Final Level), assuming liquidation of shares at the Final Level.
You
would have earned a 9.00 % return with an investment in the Notes and
a 20.00%
return with a direct investment in the Reference Asset.
|
BEAR,
STEARNS & CO.
INC.
|
-6-
|
STRUCTURED
PRODUCTS
GROUP
|
Example
2
- On the
Calculation Date, the Final Level of $117.00 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 payments
of
$1,090.00, earning a 9.00% 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 $900.00 (number of shares of the Reference
Asset
multiplied by the Final Level), assuming liquidation of shares at the
Final
Level. You would have earned a 9.00% return with an investment in the
Notes and
incurred a loss of 10.00% with a direct investment in the Reference
Asset.
Example
3
- On the
Calculation Date, the Final Level of $78.00 is below the Initial Level
and also
is below the Contingent Protection Level. At our election, an investor
would
receive a cash payment in the amount of $599.98 plus one interest payment
of
$90.00, for payments totaling $689.98. If you had invested directly
in the
Reference Asset for the same six-month period, you would have received
total
cash payments of $600.00 (number of shares of the Reference Asset multiplied
by
the Final Level, plus the dividend payments), assuming liquidation
of shares at
the Final Level. An investment in the Notes would have resulted in
a loss of
31.00%, while a direct investment in the Reference Asset would have
resulted in
a loss of 40.00%.
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
|
Dividend
Yield
|
6-Month
Total
Return
|
|
|
130.00
|
169.00
|
$1,000.00
|
9.00%
|
9.00%
|
30.00%
|
0.00%
|
30.00%
|
|
|
130.00
|
162.50
|
$1,000.00
|
9.00%
|
9.00%
|
25.00%
|
0.00%
|
25.00%
|
|
|
130.00
|
156.00
|
$1,000.00
|
9.00%
|
9.00%
|
20.00%
|
0.00%
|
20.00%
|
|
|
130.00
|
149.50
|
$1,000.00
|
9.00%
|
9.00%
|
15.00%
|
0.00%
|
15.00%
|
|
|
130.00
|
143.00
|
$1,000.00
|
9.00%
|
9.00%
|
10.00%
|
0.00%
|
10.00%
|
|
|
130.00
|
136.50
|
$1,000.00
|
9.00%
|
9.00%
|
5.00%
|
0.00%
|
5.00%
|
|
|
130.00
|
130.00
|
$1,000.00
|
9.00%
|
9.00%
|
0.00%
|
0.00%
|
0.00%
|
|
|
130.00
|
123.50
|
$1,000.00
|
9.00%
|
9.00%
|
-5.00%
|
0.00%
|
-5.00%
|
|
|
130.00
|
117.00
|
$1,000.00
|
9.00%
|
9.00%
|
-10.00%
|
0.00%
|
-10.00%
|
|
|
130.00
|
110.50
|
$1,000.00
|
9.00%
|
9.00%
|
-15.00%
|
0.00%
|
-15.00%
|
|
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
|
Dividend
Yield
|
6-Month
Total
Return
|
|
|
130.00
|
162.50
|
$1,000.00
|
9.00%
|
9.00%
|
25.00%
|
0.00%
|
25.00%
|
|
|
130.00
|
156.00
|
$1,000.00
|
9.00%
|
9.00%
|
20.00%
|
0.00%
|
20.00%
|
|
|
130.00
|
149.50
|
$1,000.00
|
9.00%
|
9.00%
|
15.00%
|
0.00%
|
15.00%
|
|
|
130.00
|
143.00
|
$1,000.00
|
9.00%
|
9.00%
|
10.00%
|
0.00%
|
10.00%
|
|
|
130.00
|
136.50
|
$1,000.00
|
9.00%
|
9.00%
|
5.00%
|
0.00%
|
5.00%
|
|
|
130.00
|
130.00
|
$1,000.00
|
9.00%
|
9.00%
|
0.00%
|
0.00%
|
0.00%
|
|
|
130.00
|
123.50
|
$950.00
|
9.00%
|
4.00%
|
-5.00%
|
0.00%
|
-5.00%
|
|
|
130.00
|
117.00
|
$900.00
|
9.00%
|
-1.00%
|
-10.00%
|
0.00%
|
-10.00%
|
|
|
130.00
|
110.50
|
$850.00
|
9.00%
|
-6.00%
|
-15.00%
|
0.00%
|
-15.00%
|
|
|
130.00
|
104.00
|
$800.00
|
9.00%
|
-11.00%
|
-20.00%
|
0.00%
|
-20.00%
|
|
|
130.00
|
97.50
|
$750.00
|
9.00%
|
-16.00%
|
-25.00%
|
0.00%
|
-25.00%
|
|
|
130.00
|
91.00
|
$700.00
|
9.00%
|
-21.00%
|
-30.00%
|
0.00%
|
-30.00%
|
|
|
130.00
|
84.50
|
$650.00
|
9.00%
|
-26.00%
|
-35.00%
|
0.00%
|
-35.00%
|
|
|
130.00
|
78.00
|
$600.00
|
9.00%
|
-31.00%
|
-40.00%
|
0.00%
|
-40.00%
|
|
|
130.00
|
71.50
|
$550.00
|
9.00%
|
-36.00%
|
-45.00%
|
0.00%
|
-45.00%
|
|
|
130.00
|
65.00
|
$500.00
|
9.00%
|
-41.00%
|
-50.00%
|
0.00%
|
-50.00%
|
|
|
130.00
|
58.50
|
$450.00
|
9.00%
|
-46.00%
|
-55.00%
|
0.00%
|
-55.00%
|
|
|
BEAR,
STEARNS & CO.
INC.
|
-7-
|
STRUCTURED
PRODUCTS
GROUP
|
The
following table sets forth, on a per share basis, the quarterly high
and low
trading prices as well as end-of-quarter closing prices, for the Reference
Asset
during the periods indicated below. We obtained the information in
the tables
below from Bloomberg Financial Markets, without independent
verification.
|
Quarter
Ending
|
Quarterly
High
|
Quarterly
Low
|
Quarterly
Close
|
Quarter
Ending
|
Quarterly
High
|
Quarterly
Low
|
Quarterly
Close
|
|
|
December
31, 2002
|
8.69
|
6.68
|
7.17
|
September
30, 2005
|
54.56
|
36.29
|
53.61
|
|
|
March
31, 2003
|
7.69
|
6.78
|
7.07
|
December
30, 2005
|
75.46
|
47.87
|
71.89
|
|
|
June
30, 2003
|
9.85
|
6.36
|
9.53
|
March
31, 2006
|
86.40
|
57.67
|
62.72
|
|
|
September
30, 2003
|
11.66
|
9.26
|
10.36
|
June
30, 2006
|
73.80
|
55.41
|
57.27
|
|
|
December
31, 2003
|
12.51
|
9.63
|
10.69
|
September
29, 2006
|
77.78
|
50.16
|
76.98
|
|
|
March
31, 2004
|
14.07
|
10.59
|
13.52
|
December
29, 2006
|
93.16
|
72.60
|
84.84
|
|
|
June
30, 2004
|
17.10
|
12.75
|
16.27
|
March
30, 2007
|
97.80
|
81.90
|
92.91
|
|
|
September
30, 2004
|
19.64
|
14.37
|
19.38
|
June
29, 2007
|
127.61
|
89.60
|
122.04
|
|
|
December
31, 2004
|
34.79
|
18.83
|
32.20
|
September
28, 2007
|
155.00
|
111.62
|
153.47
|
|
|
March
31, 2005
|
45.44
|
31.30
|
41.67
|
December
31, 2007
|
202.96
|
150.63
|
198.08
|
|
|
June
30, 2005
|
44.45
|
33.11
|
36.81
|
January
2, 2008 to
January
28, 2008
|
200.26
|
126.14
|
130.98
|
|
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.
|
BEAR,
STEARNS & CO.
INC.
|
-8-
|
STRUCTURED
PRODUCTS
GROUP
|
Recently,
the Internal Revenue Service ("IRS") and the Treasury Department issued
Notice
2008-2 under which they requested comments as to whether the purchaser
of certain notes (which may include the Notes) should be required
to accrue income during its term under a mark-to-market, accrual or
other
methodology, whether income and gain on such a note or contract should
be
ordinary or capital, and whether foreign holders should be subject
to
withholding tax on any deemed income accrual. Accordingly, it is possible
that
regulations or other guidance could provide that a U.S. Holder of a
Note is
required to accrue income in respect of the Note prior to the receipt
of
payments under the Note or its earlier sale. Moreover, it is possible
that any
such regulations or other guidance could treat all income and gain
of a U.S.
holder in respect of a note as ordinary income (including gain on a
sale).
Finally, it is possible that a Non-U.S. Holder of the Note could be
subject to
U.S. withholding tax in respect of the Note. It is unclear whether any
regulations or other guidance would apply to the Notes (possibly on
a
retroactive basis). Prospective investors are urged to consult with
their tax
advisors regarding Notice 2008-2 and the possible effect to them of
the issuance
of regulations or other guidance that affects the federal income tax
treatment
of the Notes.
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
|
|
Apple
Inc.
|
6
months
|
[18.00]%
|
[4.08]%
|
[13.92]%
|
|
BEAR,
STEARNS & CO.
INC.
|
-9-