Filed
Pursuant to Rule 433
Registration
No. 333−136666
January
9, 2008
Amends
and Supersedes Free Writing Prospectus dated January 8,
2008
STRUCTURED
EQUITY PRODUCTS
|
||
|
Indicative
Terms
|
|
New
Issue
|
||
THE
BEAR STEARNS COMPANIES INC.
|
||
Principal
Protected Notes Linked to the Strengthening of the Brazilian
Real, Russian
Ruble, Indian Rupee and Chinese Yuan Exchange Rates against
the U.S.
Dollar
Due January
[l],
2010
|
||
INVESTMENT
HIGHLIGHTS
|
·
|
2
year term to maturity.
|
|
·
|
The
Notes are 100% principal protected if held to maturity.
|
|
·
|
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 a principal amount of at least
$1,000,000).
|
|
·
|
Linked
to an equally weighted basket consisting of the currency
exchange rates
between: (1) the U.S. Dollar and the Brazilian Real; (2)
the U.S. Dollar
and the Russian Ruble; (3) the U.S. Dollar and the Indian
Rupee; and (4)
the U.S. Dollar and the Chinese Yuan, each expressed as the
number of
units of the U.S. Dollar, per Brazilian Real, Russian Ruble,
Indian Rupee
or Chinese Yuan (each a “Reference Currency” and collectively the
“Reference Currencies”), as applicable. The
weighting of each Component is fixed at 25% and will not
change, unless
any Component is modified during the term of the Notes.
|
|
·
|
If
the Basket Performance is greater than 0%, the Cash Settlement
Value per
note will equal $1,000 plus the product of: (a) $1,000 multiplied
by (b)
the Participation Rate multiplied by (c) the Basket
Performance.
|
|
·
|
If
the Basket Performance is less than or equal to 0%, the Cash
Settlement
Value per Note will equal $1,000. Because the Notes are 100%
principal
protected if held to maturity, in no event will the Cash
Settlement Value
at maturity be less than $1,000 per Note.
|
|
·
|
The
Participation Rate is [190.00-200.00]%.
|
|
·
|
The
Basket Performance is equal to the quotient (expressed
as a percentage) of
(i) the sum of the four Component Performances divided
by (ii) 4. The
“Component Performance” with respect to each Component is the percentage
resulting from the quotient of (a) the Final Fixing Level
minus the
Initial Fixing Level, divided by (b) the Initial Fixing
Level. For the
avoidance of doubt, the Basket Performance is greater when
the Components,
on average, increase, as increasing Currency Exchange Rates
mean that more
U.S. Dollars are required to purchase units of the respective
Reference
Currency.
|
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 offering will arrange to send you the prospectus if
you request it by
calling toll free 1-866-803-9204.
|
STRUCTURED
PRODUCTS
GROUP
|
GENERAL
TERMS FOR THE NOTE
OFFERING
|
ISSUER:
|
The
Bear Stearns Companies Inc.
|
ISSUER’S
RATING:
|
“A2”
/ “A” (Moody’s / S&P)
|
CUSIP
NUMBER:
|
073928Z71
|
ISSUE
PRICE:
|
100.00%
of the Principal Amount ([99.00]% for investors who purchase
a principal
amount of at least $1,000,000).
|
AGGREGATE
PRINCIPAL AMOUNT:
|
$[●]
|
DENOMINATIONS:
|
$1,000
per Note and $1,000 multiples thereafter.
|
INITIAL
FIXING DATE:
|
January
[●],
2008
|
ISSUE
DATE:
|
January
[●],
2008
|
FINAL
FIXING DATE:
|
January
[●],
2010; provided that, with respect to a Component, (i) if such
date is not
a Component Business Day for that Component, then the Final Fixing
Date
for that Component will be the next succeeding day that is a
Component
Business Day for that Component and (ii) if a Market Disruption
Event
exists for that Component on the Final Fixing Date, the Final
Fixing Date
for that Component will be the next Component Business Day for
that
Component on which a Market Disruption Event does not exist for
that
Component. If the Final Fixing Date for any Component is postponed
for
three consecutive Component Business Days due to the existence
of a Market
Disruption Event, then, notwithstanding the existence of a Market
Disruption Event on that third Component Business Day, that third
Component Business Day will be the Final Fixing Date for that
Component.
If no Market Disruption Event exists with respect to a Component
on the
Final Fixing Date, the determination of that Component’s Final Fixing
Level will be made on the Final Fixing Date, irrespective of
the existence
of a Market Disruption Event with respect to one or more of the
other
Components.
|
MATURITY
DATE:
|
The
Notes are expected to mature on January [●],
2010 unless such date is not a Business Day, in which case the
Maturity
Date shall be the next Business Day. If the Final Fixing Date
is
postponed, the Maturity Date will be three Business Days following
the
Final Fixing Date, as postponed for the last Component for which
a Final
Fixing Level is determined.
|
CASH
SETTLEMENT VALUE:
|
On
the Maturity Date, you will receive the Cash Settlement Value,
an amount
in cash that is based on the Basket Performance:
|
If the
Basket Performance is greater than 0%, the Cash Settlement Value
per note
will equal $1,000 plus the product of: (a) $1,000 multiplied
by (b) the
Participation Rate multiplied by (c) the Basket
Performance.
|
|
If the
Basket Performance is less than or equal to 0%, the Cash Settlement
Value
per Note will equal $1,000. Because the Notes are 100% principal
protected
if held to maturity, in no event will the Cash Settlement Value
at
maturity be less than $1,000 per Note.
|
|
INITIAL
FIXING LEVEL:
|
[●]with
respect to the BRL Exchange Rate; [●] with respect to the RUB Exchange
Rate; [●] with respect to the INR Exchange Rate; and [●] with respect to
the CNY Exchange Rate which, in each case, represents the Currency
Exchange Rate of such Component on the Initial Fixing
Date.
|
FINAL
FIXING LEVEL:
|
With
respect to each Component, the Currency Exchange Rate on the
Final Fixing
Date, as determined by the Calculation
Agent.
|
BEAR,
STEARNS & CO.
INC.
|
STRUCTURED
PRODUCTS
GROUP
|
BASKET:
|
The
Currency Exchange Rates between: (1) the U.S. Dollar and the
Brazilian
Real (the “BRL Exchange Rate”); (2) the U.S. Dollar and the Russian Ruble
(the “RUB Exchange Rate”); (3) the U.S. Dollar and the Indian Rupee (the
“INR Exchange Rate”); and (4) the U.S. Dollar and the Chinese Yuan (the
“CNY Exchange Rate” and, together with the BRL Exchange Rate, the RUB
Exchange Rate and the INR Exchange Rate, each a “Component” and
collectively the “Components”), each expressed as the number of units of
the U.S. Dollar, per Brazilian Real, Russian Ruble, Indian Rupee
or
Chinese Yuan (each a “Reference Currency”), as applicable. The weighting
of each Component is fixed at 25% and will not change, unless
any
Component is modified during the term of the Notes.
|
BASKET
PERFORMANCE:
|
The
quotient (expressed as a percentage) of (i) the sum of the four
Component
Performances divided by (ii) 4.
|
For the
avoidance of doubt, the Basket Performance is greater when
the Components,
on average, increase, as increasing Currency Exchange Rates
mean that more
U.S. Dollars are required to purchase units of the respective
Reference
Currency.
|
|
COMPONENT
PERFORMANCE:
|
With respect
to each Component, is the percentage resulting from the quotient
of (a)
the Final Fixing Level minus the Initial Fixing Level, divided
by (b) the
Initial Fixing Level.
|
PARTICIPATION
RATE:
|
[190.00-200.00]%.
|
CURRENCY
EXCHANGE RATE:
|
With respect
to each Component, the quotient of (i) one divided by (ii) the
number of
units of the applicable Reference Currency which can be exchanged
for one
unit of the U.S. Dollar as stated on the Fixing Page on the Final
Fixing
Date.
|
If,
with respect to a Component, no fixing is published on the Final
Fixing
Date or the Initial Fixing Date, the relevant fixing level shall
be
determined by the Calculation Agent for the Final Fixing Date
or the
Initial Fixing Date, as applicable.
|
|
FIXING
PAGE:
|
With respect
to the BRL Exchange Rate, the ask side exchange rate published
on
Bloomberg page BZFXPTAX <Currency> <Go>; with respect to the
RUB Exchange Rate, the spot exchange rate published on Reuters
page EMTA;
with respect to the INR Exchange Rate, the reference rate published
on
Bloomberg page INRRATE <Currency> <Go>; and with respect to
the CNY Exchange Rate, the reference rate published on Bloomberg
page
CYCFUSD <Currency> <Go>.
|
BUSINESS
DAY:
|
Means
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.
|
COMPONENT
BUSINESS DAY:
|
With
respect to any Component, any day other than a Saturday or Sunday,
on
which banking institutions in the cities of (i) New York, New
York, (ii)
London, England, and (iii) the Local Jurisdiction are not authorized
or
obligated by law or executive order to close.
|
LOCAL
JURISDICTION:
|
With
respect to the BRL Exchange Rate: São Paulo, Brazil; with respect to the
RUB Exchange Rate: Moscow, Russia; with respect to the INR Exchange
Rate:
Mumbai, India; and with respect to the CNY Exchange Rate: Beijing,
China.
|
BEAR,
STEARNS & CO.
INC.
|
STRUCTURED
PRODUCTS
GROUP
|
ADDITIONAL
TERMS SPECIFIC TO THE
NOTES
|
·
|
Pricing
Supplement dated January
9, 2008 (Subject to Completion):
|
·
|
Prospectus
Supplement dated August 16, 2006:
|
·
|
Prospectus
dated August 16, 2006:
|
ILLUSTRATIVE
CASH SETTLEMENT VALUE
TABLES
|
·
|
Investor
purchases $1,000 aggregate principal amount of Notes at the
initial public
offering price of $1,000.
|
·
|
Investor
holds the Notes to maturity.
|
·
|
The
Initial Fixing Level is 0.5750 with respect to the BRL Exchange
Rate;
0.0410 with respect to the RUB Exchange Rate; 0.0255 with
respect to the
INR Exchange Rate; and 0.1375 with respect to the CNY Exchange
Rate.
|
·
|
The
Participation Rate is 198.00%
|
·
|
All
returns are based on a 24-month term; pre-tax
basis.
|
·
|
No
Market Disruption Events or Events of Default occur during
the term of the
Notes.
|
BEAR,
STEARNS & CO.
INC.
|
STRUCTURED
PRODUCTS
GROUP
|
Component
|
Hypothetical
Final
Fixing
Level
|
Component
Performance
|
Weight
|
|||
BRL
Exchange Rate
|
0.6900
|
20.00%
|
25.00%
|
|||
RUB
Exchange Rate
|
0.0550
|
34.15%
|
25.00%
|
|||
INR
Exchange Rate
|
0.0295
|
15.69%
|
25.00%
|
|||
CNY
Exchange Rate
|
0.1400
|
1.82%
|
25.00%
|
Component
|
Hypothetical
Final
Fixing
Level
|
Component
Performance
|
Weight
|
|||
BRL
Exchange Rate
|
0.6900
|
20.00%
|
25.00%
|
|||
RUB
Exchange Rate
|
0.0350
|
-14.63%
|
25.00%
|
|||
INR
Exchange Rate
|
0.0295
|
15.69%
|
25.00%
|
|||
CNY
Exchange Rate
|
0.1300
|
-5.45%
|
25.00%
|
BEAR,
STEARNS & CO.
INC.
|
STRUCTURED
PRODUCTS
GROUP
|
Component
|
Hypothetical
Final
Fixing
Level
|
Component
Performance
|
Weight
|
|||
BRL
Exchange Rate
|
0.4002
|
-30.40%
|
25.00%
|
|||
RUB
Exchange Rate
|
0.0350
|
-14.63%
|
25.00%
|
|||
INR
Exchange Rate
|
0.0200
|
-21.60%
|
25.00%
|
|||
CNY
Exchange Rate
|
0.1300
|
-5.45%
|
25.00%
|
BEAR,
STEARNS & CO.
INC.
|
STRUCTURED
PRODUCTS
GROUP
|
HISTORICAL
DATA ON THE COMPONENTS
|
1998
|
1999
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
|
January
|
0.8902
|
0.4878
|
0.5605
|
0.5071
|
0.4144
|
0.2859
|
0.3408
|
0.3833
|
0.4521
|
0.4708
|
February
|
0.8850
|
0.4914
|
0.5661
|
0.4888
|
0.4231
|
0.2802
|
0.3441
|
0.3865
|
0.4709
|
0.4723
|
March
|
0.8795
|
0.5822
|
0.5760
|
0.4646
|
0.4301
|
0.2983
|
0.3454
|
0.3733
|
0.4621
|
0.4857
|
April
|
0.8739
|
0.6006
|
0.5534
|
0.4545
|
0.4235
|
0.3436
|
0.3409
|
0.3956
|
0.4792
|
0.4914
|
May
|
0.8695
|
0.5811
|
0.5482
|
0.4198
|
0.3979
|
0.3370
|
0.3136
|
0.4154
|
0.4335
|
0.5208
|
June
|
0.8647
|
0.5706
|
0.5537
|
0.4328
|
0.3549
|
0.3516
|
0.3241
|
0.4287
|
0.4619
|
0.5184
|
July
|
0.8598
|
0.5552
|
0.5613
|
0.4054
|
0.2890
|
0.3372
|
0.3293
|
0.4204
|
0.4592
|
0.5313
|
August
|
0.8500
|
0.5211
|
0.5484
|
0.3901
|
0.3327
|
0.3360
|
0.3416
|
0.4243
|
0.4664
|
0.5097
|
September
|
0.8435
|
0.5161
|
0.5423
|
0.3745
|
0.2674
|
0.3448
|
0.3496
|
0.4489
|
0.4610
|
0.5456
|
October
|
0.8384
|
0.5131
|
0.5260
|
0.3709
|
0.2755
|
0.3487
|
0.3500
|
0.4441
|
0.4668
|
0.5762
|
November
|
0.8328
|
0.5200
|
0.5051
|
0.4002
|
0.2737
|
0.3394
|
0.3676
|
0.4538
|
0.4619
|
0.5567
|
December
|
0.8276
|
0.5559
|
0.5128
|
0.4328
|
0.2825
|
0.3458
|
0.3765
|
0.4282
|
0.4683
|
0.5621
|
1998
|
1999
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
|
January
|
0.1661
|
0.0436
|
0.0349
|
0.0352
|
0.0326
|
0.0314
|
0.0351
|
0.0357
|
0.0356
|
0.0378
|
February
|
0.1647
|
0.0433
|
0.0348
|
0.0349
|
0.0323
|
0.0317
|
0.0351
|
0.0361
|
0.0357
|
0.0383
|
March
|
0.1638
|
0.0402
|
0.0349
|
0.0348
|
0.0320
|
0.0319
|
0.0351
|
0.0359
|
0.0361
|
0.0385
|
April
|
0.1631
|
0.0407
|
0.0352
|
0.0346
|
0.0321
|
0.0321
|
0.0345
|
0.0360
|
0.0368
|
0.0389
|
May
|
0.1623
|
0.0404
|
0.0354
|
0.0343
|
0.0319
|
0.0325
|
0.0345
|
0.0354
|
0.0370
|
0.0386
|
June
|
0.1613
|
0.0412
|
0.0356
|
0.0343
|
0.0318
|
0.0329
|
0.0344
|
0.0349
|
0.0373
|
0.0388
|
July
|
0.1603
|
0.0412
|
0.0359
|
0.0341
|
0.0318
|
0.0330
|
0.0344
|
0.0349
|
0.0373
|
0.0391
|
August
|
0.0995
|
0.0399
|
0.0360
|
0.0340
|
0.0316
|
0.0328
|
0.0342
|
0.0351
|
0.0374
|
0.0390
|
September
|
0.0629
|
0.0396
|
0.0360
|
0.0339
|
0.0316
|
0.0327
|
0.0342
|
0.0351
|
0.0373
|
0.0402
|
October
|
0.0601
|
0.0383
|
0.0359
|
0.0336
|
0.0315
|
0.0334
|
0.0348
|
0.0350
|
0.0374
|
0.0406
|
November
|
0.0549
|
0.0375
|
0.0358
|
0.0334
|
0.0314
|
0.0336
|
0.0355
|
0.0347
|
0.0381
|
0.0408
|
December
|
0.0485
|
0.0363
|
0.0355
|
0.0328
|
0.0313
|
0.0342
|
0.0361
|
0.0348
|
0.0380
|
0.0406
|
BEAR,
STEARNS & CO.
INC.
|
STRUCTURED
PRODUCTS
GROUP
|
1998
|
1999
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
|
January
|
0.0258
|
0.0235
|
0.0229
|
0.0216
|
0.0206
|
0.0209
|
0.0221
|
0.0229
|
0.0227
|
0.0226
|
February
|
0.0254
|
0.0235
|
0.0229
|
0.0215
|
0.0205
|
0.0210
|
0.0221
|
0.0229
|
0.0225
|
0.0226
|
March
|
0.0253
|
0.0236
|
0.0229
|
0.0215
|
0.0205
|
0.0211
|
0.0229
|
0.0229
|
0.0224
|
0.0230
|
April
|
0.0252
|
0.0234
|
0.0229
|
0.0214
|
0.0204
|
0.0211
|
0.0225
|
0.0230
|
0.0223
|
0.0243
|
May
|
0.0240
|
0.0233
|
0.0224
|
0.0213
|
0.0204
|
0.0212
|
0.0220
|
0.0229
|
0.0216
|
0.0246
|
June
|
0.0236
|
0.0231
|
0.0224
|
0.0213
|
0.0205
|
0.0215
|
0.0217
|
0.0230
|
0.0217
|
0.0246
|
July
|
0.0235
|
0.0231
|
0.0222
|
0.0212
|
0.0205
|
0.0217
|
0.0215
|
0.0230
|
0.0215
|
0.0247
|
August
|
0.0235
|
0.0230
|
0.0218
|
0.0212
|
0.0206
|
0.0218
|
0.0216
|
0.0227
|
0.0215
|
0.0244
|
September
|
0.0236
|
0.0229
|
0.0217
|
0.0209
|
0.0207
|
0.0219
|
0.0218
|
0.0227
|
0.0218
|
0.0251
|
October
|
0.0236
|
0.0231
|
0.0214
|
0.0208
|
0.0207
|
0.0221
|
0.0220
|
0.0221
|
0.0222
|
0.0254
|
November
|
0.0235
|
0.0230
|
0.0213
|
0.0209
|
0.0207
|
0.0218
|
0.0224
|
0.0218
|
0.0224
|
0.0252
|
December
|
0.0235
|
0.0230
|
0.0214
|
0.0207
|
0.0208
|
0.0219
|
0.0230
|
0.0222
|
0.0226
|
0.0254
|
1998
|
1999
|
2000
|
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
2007
|
|
January
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1241
|
0.1286
|
February
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1244
|
0.1292
|
March
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1247
|
0.1294
|
April
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1248
|
0.1297
|
May
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1247
|
0.1307
|
June
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1251
|
0.1314
|
July
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1234
|
0.1255
|
0.1320
|
August
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1235
|
0.1257
|
0.1325
|
September
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1236
|
0.1265
|
0.1332
|
October
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1237
|
0.1269
|
0.1340
|
November
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1238
|
0.1277
|
0.1351
|
December
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1208
|
0.1239
|
0.1281
|
0.1370
|
BEAR,
STEARNS & CO.
INC.
|
STRUCTURED
PRODUCTS
GROUP
|
SELECTED
RISK CONSIDERATIONS
|
·
|
Suitability
of Notes 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.
|
·
|
Volatility
of the Components - The
Components are volatile and are affected by numerous
factors specific to
each country represented by a Reference Currency.
The value of each
Reference Currency relative to the U.S. Dollar, which
is primarily
affected by the supply and demand for the respective
Reference Currency
and the U.S. Dollar, may be affected by political,
economic, financial,
legal, accounting and tax matters specific to the
country in which the
Reference Currency is the official currency.
|
·
|
No
interest or other payments - During
the term of the Notes, you will not receive any periodic
interest or other
distributions and such payments will not be included
in the calculation of
the Cash Settlement Value payable at maturity.
|
·
|
Secondary market
-
Because the Notes will not be listed on any securities
exchange or
quotation system, 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
outstanding Notes will be made in the future; nor
can the prices of those
bids be predicted.
|
·
|
Components
may not move in tandem — At
a time when the value of one or more of the Reference
Currencies
increases, the value of one or more of the other
Reference Currencies may
decline. Therefore, in calculating the Basket Performance
with respect to
an Observation Date, increases in the value of one
or more of the
Reference Currencies against the U.S. Dollar may
be moderated, or wholly
offset, by lesser increases or declines in the value
of one or more of the
other Reference Currencies against the U.S. Dollar.
|
·
|
Not
subject to the special rules for nonfunctional currency
contingent payment
debt instruments —
We intend to treat the Notes as contingent payment
debt instruments that
are subject to taxation as described under the heading
“Certain U.S.
Federal Income Tax Considerations-U.S. Federal Income
Tax Treatment of the
Notes as Indebtedness for U.S. Federal Income Tax
Purposes-Contingent
Payment Debt Instruments” in the accompanying prospectus
supplement.
|
BEAR,
STEARNS & CO.
INC.
|