|
Filed
Pursuant to Rule 433
Registration
No. 333−136666
March
5,
2008
|
||
 |
STRUCTURED
EQUITY PRODUCTS
|
|
|
New
Issue
|
Indicative
Terms
|
|
 |
||
|
THE
BEAR STEARNS COMPANIES INC.
|
||
|
Notes
each linked to a single Reference Index
|
||
|
INVESTMENT
HIGHLIGHTS
|
||
|
·
The
Notes are not principal protected.
·
This
Free Writing Prospectus relates to three (3) separate Note offerings.
Each
issue of offered Notes is linked to one, and only one, Reference
Index.
You may participate in any of the three (3) Note offerings or,
at your
election, in all of the offerings. This Free Writing Prospectus
does not,
however, allow you to purchase a Note linked to a basket of the
Reference
Indices described below.
·
Issue is a direct obligation of The Bear Stearns
Companies
Inc. (Rated A2 by Moody’s / A by S&P).
·
Issue
Price: 100.00% of the principal amount (99.00% for investors who
purchase
at least $1,000,000 of the Notes).
·
If
the Index Return is greater than zero, the Cash Settlement Value
will be
equal to the $1,000.00 principal amount of the Note plus the product
of
$1,000.00 multiplied by the lesser of (i) the Upside Participation
Rate
(200.00%) multiplied by the Index Return; and (ii) the Maximum
Return for
the Notes as set forth in the chart below.
·
If
the Index Return is less than or equal to zero but greater than
or equal
to the Trigger Level, the Cash Settlement Value will be equal to
the
$1,000.00 principal amount of the Note.
·
If
the Index Return is less than the Trigger Level, then the Cash
Settlement
Value for each Note will be equal to the $1,000.00 principal amount
minus
1.00% of the $1,000.00 principal amount for each percentage point
that the
Index Return is less than the Trigger
Level.
|
||
|
Reference
Index
|
Ticker
Symbol
|
Trigger
Level
|
Maximum
Return
|
CUSIP
|
Calculation
Date
|
Maturity
Date
|
|
The
S&P 500®
Index
|
SPX
|
-10.00%
|
[14-17]%
|
0739282T9
|
April
[l],
2009
|
April
[l],
2009
|
|
The
Nasdaq-100 Index®
|
NDX
|
-10.00%
|
[25-28]%
|
0739282V4
|
September
[l],
2009
|
September
[l],
2009
|
|
The
Dow Jones AIG Commodity IndexSM
|
DJAIG
|
-5.00%
|
[29-32]%
|
0739282W2
|
September
[l],
2009
|
September
[l],
2009
|
|
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
|
||
|
BEAR,
STEARNS & CO. INC.
STRUCTURED
PRODUCTS GROUP
(212)
272-6928
|
-1-
 |
STRUCTURED
PRODUCTS GROUP
|
|
TERMS
OF OFFERING
|
|
ISSUER:
|
The
Bear Stearns Companies Inc.
|
|
ISSUER’S
RATING:
|
A2
/ A (Moody’s / S&P)
|
|
ISSUE
PRICE:
|
100.00%
of the principal amount (99.00% for investors who purchase at
least
$1,000,000 of Notes of that same offering).
|
|
DENOMINATIONS:
|
$1,000.00
per Note and $1,000.00 multiples thereafter.
|
|
SELLING
PERIOD ENDS:
|
March
[l],
2008.
|
|
SETTLEMENT
DATE:
|
March
[l],
2008.
|
|
Reference
Index
|
Ticker
Symbol
|
Trigger
Level
|
Maximum
Return
|
CUSIP
|
Calculation
Date
|
Maturity
Date
|
Initial
Index Level
|
|
The
S&P 500®
Index
|
SPX
|
-10.00%
|
[14-17]%
|
0739282T9
|
April
[l],
2009
|
April
[l],
2009
|
[l]
|
|
The
Nasdaq-100 Index®
|
NDX
|
-10.00%
|
[25-28]%
|
0739282V4
|
September
[l],
2009
|
September
[l],
2009
|
[l]
|
|
The
Dow Jones AIG Commodity IndexSM
|
DJAIG
|
-5.00%
|
[29-32]%
|
0739282W2
|
September
[l],
2009
|
September
[l],
2009
|
[l]
|
|
CASH
SETTLEMENT VALUE:
|
On
the Maturity Date, you will receive the Cash Settlement Value,
an amount
in cash that depends upon the Index Return. The Cash Settlement
Value, per
Note, will be calculated as follows:
|
|
(a) if
the
Index Return is greater than zero, the Cash Settlement Value
will be equal
to the $1,000.00 principal amount of the Note plus the product
of
$1,000.00 multiplied by the lesser of (i) the Upside Participation
Rate
(200.00%) multiplied by the Index Return; and (ii) the Maximum
Return for
the Notes as set forth in the chart above;
|
|
|
(b) if
the
Index Return is less than or equal to zero but greater than
or equal to
the Trigger Level, the Cash Settlement Value will be equal
to the
$1,000.00 principal amount of the Note; or
|
|
|
(c) if
the
Index Return is less than the Trigger Level, then the Cash
Settlement
Value for each Note will be equal to the $1,000.00 principal
amount minus
1.00% of the $1,000.00 principal amount for each percentage
point that the
Index Return is less than the Trigger Level.
|
|
|
INDEX
RETURN:
|
Equals
the quotient of (a) the Final Index Level minus the Initial
Index Level,
divided by (b) the Initial Index Level.
|
|
UPSIDE
PARTICIPATION RATE:
|
200.00%.
|
|
INITIAL
INDEX LEVEL:
|
The
Initial Index Level for each Reference Index is as set forth
in
the
chart above.
|
|
FINAL
INDEX LEVEL:
|
The
Final Index Level will be determined by the Calculation Agent
and will
equal the closing level of the Index on the Calculation Date
as determined
by the Calculation Agent.
|
|
EXCHANGE
LISTING:
|
The
Notes will not be listed on any securities exchange or quotation
system.
|
|
CALCULATION
DATE:
|
The
Calculation Date for each Reference Index is as set forth in
the chart
above unless such date is not an Index Business Day, in which
case the
Calculation Date shall be the next Index Business Day. The
Calculation
Date is subject to adjustment as described in the Pricing Supplement,
dated March [n],
2008 (subject to completion) (the “Pricing Supplement”) under “Description
of the Notes - Market Disruption Events.”
|
|
ISSUE
DATE:
|
March
[l],
2008.
|
|
MATURITY
DATE:
|
The
Notes are expected to mature, for each Reference Index, as
set forth in
the chart above unless such date is not a Business Day, in
which case the
Maturity Date shall be the next Business Day. If the Calculation
Date is
adjusted due to the occurrence of a Market Disruption Event,
the Maturity
Date will be three Business Days following the adjusted Calculation
Date.
|
BEAR,
STEARNS & CO. INC.
-2-
|
STRUCTURED
PRODUCTS GROUP
|
|
EXCHANGE
LISTING:
|
The
Notes will not be listed on any securities exchange or quotation
system.
|
|
INDEX
BUSINESS DAY:
|
Means
any day on which the Relevant Exchange (as defined in the Pricing
Supplement) and each Related Exchange (as defined in the Pricing
Supplement) are scheduled to be open for trading.
|
|
BUSINESS
DAY:
|
Any
day other than a Saturday or Sunday, on which banking institutions
in the
cities of New York, New York and London, England are not authorized
or
obligated by law or executive order to be closed.
|
|
CALCULATION
AGENT:
|
Bear,
Stearns & Co. Inc.
|
BEAR,
STEARNS & CO. INC.
-3-
|
STRUCTURED
PRODUCTS GROUP
|
|
ADDITIONAL
TERMS SPECIFIC TO THE
NOTES
|
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 5,
2008
(subject to completion). 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 5,
2008 (subject to completion):
|
|
|
Prospectus
Supplement dated August 16, 2006:
|
|
·
|
Prospectus
dated August 16, 2006:
|
|
ILLUSTRATIVE
HYPOTHETICAL CASH SETTLEMENT VALUE
TABLE
|
The
following tables and graphs are for illustrative purposes and are not indicative
of the future performance of the Reference Index or the future value of
the
Notes.
Because
the level of the Reference Index may be subject to significant fluctuation
over
the term of the Notes, it is not possible to present a chart or table
illustrating the complete range of all possible Cash Settlement Values.
Therefore, the examples do not purport to be representative of every possible
scenario concerning increases or decreases in the Reference Index during
the
term of the Notes. You should not construe these examples or the data included
in any table or graph below as an indication or assurance of the expected
performance of the Notes. Numbers used in these examples may be rounded
for ease
of use.
You
can
review the historical levels of the Reference Index in the section of the
Pricing Supplement called “Description of the Reference Indices.” The historical
performance of the Reference Index included in the Pricing Supplement should
not
be taken as an indication of the future performance of the Reference Index
during the term of the Notes. It is impossible to predict whether the Final
Index Level will be greater than or less than the Initial Index
Level.
The
examples demonstrating the hypothetical Cash Settlement Value of a Note
are
based on the following assumptions:
|
·
|
Investor
purchases $1,000.00 aggregate principal amount of Notes at the
initial
public offering price of $1,000.00.
|
|
·
|
Investor
holds the Notes to maturity.
|
|
·
|
The
Initial Index Level is equal to
1,350.00.
|
|
·
|
The
maximum return on the Notes is 23.00%, or $1,230.00 per Note.
|
|
·
|
The
Upside Participation Rate is
200.00%.
|
|
·
|
All
returns are based on a 13-month term; pre-tax
basis.
|
|
·
|
No
Market Disruption Events occur during the term of the
Notes.
|
Example
1: The Index Return is positive and the Cash Settlement Value is capped
at
$1,230.00.
In
this
example, the Reference Index rises over the term of the Notes. On the
Calculation Date, the Final Index Level is 1,890.00, representing an Index
Return of 40.00%, as calculated below:
BEAR,
STEARNS & CO. INC.
-4-
|
STRUCTURED
PRODUCTS GROUP
|
Because
the Index Return is positive, the Cash Settlement Value will be equal to
the
$1,000.00 principal amount of the Notes plus the product of $1,000.00 multiplied
by the lesser of (i) the Upside Participation Rate (200.00%) multiplied
by the
Index Return; and (ii) the Maximum Return for the Notes. In this example,
since
the Index Return is greater than 11.50% and the product of the Index Return
and
200% is greater than the Maximum Index Return, the Cash Settlement Value
on the
Maturity Date would be capped at $1,230.00, which provides the Maximum
Return on
the Notes of 23.00%. This example illustrates the fact that the return
on your
Notes will be limited to the Maximum Return on the Notes of 23.00%.
Example
2: The Index Return is positive and the Cash Settlement Value is not subject
to
the Maximum Return.
In
this
example, the Reference Index rises over the term of the Notes. On the
Calculation Date, the Final Index Level is 1,485.00, representing an Index
Return of 10.00%, as calculated below.
Because
the Index Return is equal to 10.00% (which, after being multiplied by the
Upside
Participation Rate, is less than the Maximum Return of 23.00%), the Cash
Settlement Value would be $1,200.00, as calculated below.
=
$1,000.00 + ($1,000.00 x Upside Participation Rate x Fund Return)
=
$1,000.00 + ($1,000.00 x 200.00% x 10.00%)
=
$1,000.00 + $200.00
=
$1,200.00
In
this
example, the level of the Reference Index rises 10.00% over the term of
the
Notes. However, you would benefit from the Upside Participation Rate and
your
return on investment would be 20.00%.
Example
3: The Index Return is negative, but is greater than -10.00%.
In
this
example, the Reference Index declines over the term of the Notes. On the
Calculation Date, the Final Index Level is 1,242.00, representing an Index
Return of -8.00%, as calculated below.
Since
the
Index Return is negative but is greater than -10.00%, the Cash Settlement
Value
would equal the $1,000.00 principal amount of the Note.
In
this
example, the level of the Reference Index decreases 8.00% over the term
of the
Notes, and your return on investment would be 0.00%.
Example
4: The Index Return is negative and is less than -10.00%.
In
this
example, the Reference Index declines over the term of the Notes. On the
Calculation Date, the Final Index Level is 945.00, representing an Index
Return
of -30.00%, as calculated below:
In
this
example, where the Index Return is less than the Trigger Level of -10.00%,
the
Cash Settlement Value payable at maturity would be $800.00 because the
Cash
Settlement Value for each Note is equal to the $1,000.00 principal amount
minus
1.00% of the $1,000.00 principal amount for each percentage point that
the Index
Return is less than the Trigger Level. In this example, the Index Return
is
-30.00%. Therefore, you will suffer a 20% loss and receive 80% of the principal
amount of your Notes at maturity. This example demonstrates that if the
Index
Return is less than the Trigger Level of -10.00%, you will lose some or
possibly
up to 90.00% of your initial investment in the Notes.
BEAR,
STEARNS & CO. INC.
-5-
|
STRUCTURED
PRODUCTS GROUP
|
Summary
of Examples 1 Through 4
Reflecting
the Cash Settlement Value
|
Example
1
|
Example
2
|
Example
3
|
Example
4
|
||||
|
Initial
Index Level
|
1,350.00
|
1,350.00
|
1,350.00
|
1,350.00
|
|||
|
Hypothetical
Final Index Level
|
1,890.00
|
1,485.00
|
1,242.00
|
945.00
|
|||
|
Value
of Final Index Level relative to the Initial Index Level
|
Higher
|
Higher
|
Lower
|
Lower
|
|||
|
Principal
fully repaid?
|
Yes
|
Yes
|
Yes
|
No
|
|||
|
Cash
Settlement Value per Note
|
$1,230.00
|
$1,200.00
|
$1,000.00
|
$800.00
|
Table
of Hypothetical Cash Settlement Values
|
Initial
Index Level
|
Final
Index Level
|
Index
Return
|
Cash
Settlement Value Per Note
|
Return
if Held to Maturity
|
Initial
Index Level
|
Final
Index Level
|
Index
Return
|
Cash
Settlement Value Per Note
|
Return
if Held to Maturity
|
|
|
1,350.00
|
1,728.00
|
+28.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,336.50
|
-1.00%
|
$1000.00
|
0.00%
|
|
|
1,350.00
|
1,714.50
|
+27.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,327.00
|
-2.00%
|
$1000.00
|
0.00%
|
|
|
1,350.00
|
1,701.00
|
+26.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,309.50
|
-3.00%
|
$1000.00
|
0.00%
|
|
|
1,350.00
|
1,687.50
|
+25.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,296.00
|
-4.00%
|
$1000.00
|
0.00%
|
|
|
1,350.00
|
1,674.00
|
+24.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,282.50
|
-5.00%
|
$1000.00
|
0.00%
|
|
|
1,350.00
|
1,660.50
|
+23.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,269.00
|
-6.00%
|
$1000.00
|
0.00%
|
|
|
1,350.00
|
1,647.00
|
+22.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,255.50
|
-7.00%
|
$1000.00
|
0.00%
|
|
|
1,350.00
|
1,633.50
|
+21.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,242.00
|
-8.00%
|
$1000.00
|
0.00%
|
|
|
1,350.00
|
1,620.00
|
+20.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,228.50
|
-9.00%
|
$1000.00
|
0.00%
|
|
|
1,350.00
|
1,606.50
|
+19.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,215.00
|
-10.00%
|
$1000.00
|
0.00%
|
|
|
1,350.00
|
1,593.00
|
+18.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,201.50
|
-11.00%
|
$990.00
|
-1.00%
|
|
|
1,350.00
|
1,579.50
|
+17.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,188.00
|
-12.00%
|
$980.00
|
-2.00%
|
|
|
1,350.00
|
1,566.00
|
+16.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,174.50
|
-13.00%
|
$970.00
|
-3.00%
|
|
|
1,350.00
|
1,552.50
|
+15.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,161.00
|
-14.00%
|
$960.00
|
-4.00%
|
|
|
1,350.00
|
1,539.00
|
+14.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,147.50
|
-15.00%
|
$950.00
|
-5.00%
|
|
|
1,350.00
|
1,525.50
|
+13.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,134.00
|
-16.00%
|
$940.00
|
-6.00%
|
|
|
1,350.00
|
1,512.00
|
+12.00%
|
$1,230.00
|
23.00%
|
1,350.00
|
1,120.50
|
-17.00%
|
$930.00
|
-7.00%
|
|
|
1,350.00
|
1,498.50
|
+11.00%
|
$1,220.00
|
22.00%
|
1,350.00
|
1,107.00
|
-18.00%
|
$920.00
|
-8.00%
|
|
|
1,350.00
|
1,485.00
|
+10.00%
|
$1,200.00
|
20.00%
|
1,350.00
|
1,093.50
|
-19.00%
|
$910.00
|
-9.00%
|
|
|
1,350.00
|
1,471.50
|
+9.00%
|
$1,180.00
|
18.00%
|
1,350.00
|
1,080.00
|
-20.00%
|
$900.00
|
-10.00%
|
|
|
1,350.00
|
1,458.00
|
+8.00%
|
$1,160.00
|
16.00%
|
1,350.00
|
1,066.50
|
-21.00%
|
$890.00
|
-11.00%
|
|
|
1,350.00
|
1,444.50
|
+7.00%
|
$1,140.00
|
14.00%
|
1,350.00
|
1,053.00
|
-22.00%
|
$880.00
|
-12.00%
|
|
|
1,350.00
|
1,431.00
|
+6.00%
|
$1,120.00
|
12.00%
|
1,350.00
|
1,039.50
|
-23.00%
|
$870.00
|
-1300%
|
|
|
1,350.00
|
1,417.50
|
+5.00%
|
$1,100.00
|
10.00%
|
1,350.00
|
1,026.00
|
-24.00%
|
$860.00
|
-14.00%
|
|
|
1,350.00
|
1,404.00
|
+4.00%
|
$1,080.00
|
8.00%
|
1,350.00
|
1,012.50
|
-25.00%
|
$850.00
|
-15.00%
|
|
|
1,350.00
|
1,390.50
|
+3.00%
|
$1,060.00
|
6.00%
|
1,350.00
|
999.00
|
-26.00%
|
$840.00
|
-16.00%
|
|
|
1,350.00
|
1,377.00
|
+2.00%
|
$1,040.00
|
4.00%
|
1,350.00
|
985.50
|
-27.00%
|
$830.00
|
-17.00%
|
|
|
1,350.00
|
1,363.50
|
+1.00%
|
$1,020.00
|
2.00%
|
1,350.00
|
972.00
|
-28.00%
|
$820.00
|
-18.00%
|
|
|
1,350.00
|
1,350.00
|
0.00%
|
$1,000.00
|
0.00%
|
1,350.00
|
958.50
|
-29.00%
|
$810.00
|
-19.00%
|
BEAR,
STEARNS & CO. INC.
-6-
|
STRUCTURED
PRODUCTS GROUP
|
BEAR,
STEARNS & CO. INC.
-7-
|
STRUCTURED
PRODUCTS GROUP
|
|
SELECTED
RISK
CONSIDERATIONS
|
|
·
|
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 Pricing Supplement. Neither the Issuer nor any dealer participating
in
the offering makes any recommendation as to the suitability of
the Notes
for investment.
|
|
·
|
Possible
loss of principal -
The Notes are not principal protected. If, on the Maturity Date,
the Index
Return is less than the Trigger Level, there will be no principal
protection on the Notes and the Cash Settlement Value you will
receive
will be less than your initial investment in the
Notes.
|
|
·
|
The
return on the Notes is capped -
You
will not receive more than the Maximum Return on the notes at maturity,
as
specified in the chart above, regardless of the positive percentage
increase of the Final Index Level over the Initial Index
Level.
|
|
·
|
No
interest, dividend or other payments -
You
will not receive any interest, dividend payments or other distributions
on
the constituents comprising the Reference Index, 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 or quotation
system,
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 or quotation
system, 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 upon 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.
|
|
·
|
Taxes
- The
U.S. federal income tax consequences of an investment in the Notes
are
complex and uncertain. We intend to treat the Notes for all tax
purposes
as pre-paid cash-settled executory contracts linked to the level
of the
Reference Index and, where required, to file information returns
with the
Internal Revenue Service in accordance with such treatment. Prospective
investors are urged to consult their tax advisors regarding the
U.S.
federal income tax consequences of an investment in the Notes.
Assuming
the Notes are treated as pre-paid cash-settled executory contracts,
you
should be required to recognize capital gain or loss to the extent
that
the cash you receive on the Maturity Date or upon a sale or exchange of
the Notes prior to the Maturity Date differs from your tax basis
on the
Notes (which will generally be the amount you paid for the Notes).
You
should review the discussion under the section entitled “Certain U.S.
Federal Income Tax Considerations” in the Pricing
Supplement.
|
BEAR,
STEARNS & CO. INC.
-8-