Filed
Pursuant to Rule 433
Registration
No. 333−136666
March
21, 2007
 |
New
Issue
|
STRUCTURED
EQUITY PRODUCTS
Indicative
Terms
|
 |
|
THE
BEAR STEARNS COMPANIES INC.
INVESTMENT
HIGHLIGHTS
|
|
|
3-month
term to maturity
|
|
|
Reverse
Convertible
Note
Securities
|
· Note
offering linked to the common stock of The Ryland Group, Inc. (the
“Reference Asset”).
· The
Notes pay a fixed rate coupon of [19.25]% per annum, payable as a
single
cash payment at maturity equal to one-quarter of the Coupon Rate
times the
principal amount of the Notes.
· The
Notes are a direct obligation of The Bear Stearns Companies Inc.
(Rated A1
by Moody’s / A+ by S&P).
· 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 this Note offering will be entitled to purchase each
Note
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
|
|
The
Ryland Group, Inc., common stock, traded on the NYSE
|
RYL
|
3
months
|
[19.25]%
|
[80]%
|
[100]%
|
|
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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|||||
_____________
1 Investors
who purchase an aggregate principal amount of at least $1,000,000 of this
Note
offering will be entitled to purchase each Note for [99.50]% of the principal
amount.
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|
STRUCTURED
PRODUCTS GROUP
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|
GENERAL
TERMS FOR THE NOTE
OFFERING
|
This
free
writing prospectus relates to the offering of Notes linked to the common
stock
of The Ryland Group, 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.
|
ISSUER:
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The
Bear Stearns Companies Inc.
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|
|
ISSUER’S
RATING:
|
A1
/
A+ (Moody’s / S&P).
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PRINCIPAL
AMOUNT OF OFFERING:
|
[●]
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DENOMINATIONS:
|
$1,000
per Note and $1,000 multiples thereafter.
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REFERENCE
ASSET:
|
The
common stock of The Ryland Group, Inc. (“Ryland”), traded on the New York
Stock Exchange, Inc. (“NYSE”) under the symbol “RYL.”
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SELLING
PERIOD ENDS:
|
March
[27], 2007.
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PRICING
DATE:
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March
[27], 2007.
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SETTLEMENT
DATE:
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March
[30], 2007.
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CALCULATION
DATE:
|
June
[27], 2007.
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MATURITY
DATE:
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[July
2], 2007.
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COUPON
RATE (PER ANNUM):
|
[19.25]%
per annum, payable at maturity.
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CONTINGENT
PROTECTION PERCENTAGE:
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[80.00%].
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CONTINGENT
PROTECTION LEVEL:
|
[●]
(Contingent Protection Percentage x Initial Level).
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AGENT’S
DISCOUNT:
|
[●]%
,
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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||
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INTEREST
PAYMENT DATE:
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The
Maturity Date.
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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:
|
[●],
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:
|
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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[073902LW6].
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LISTING:
|
The
Note will not be listed on any U.S. securities exchange or
quotation
system.
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BEAR,
STEARNS & CO. INC.
-2-
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STRUCTURED
PRODUCTS GROUP
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ADDITIONAL
TERMS SPECIFIC TO THE
NOTES
|
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
Note. The Prospectus and Prospectus Supplement may be accessed on the SEC
Web
site at www.sec.gov as follows:
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·
|
Prospectus
Supplement, dated August 16, 2006:
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|
·
|
Prospectus,
dated August 16, 2006:
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|
SELECTED
RISK CONSIDERATIONS
|
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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|
·
|
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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|
|
·
|
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.
|
|
|
·
|
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.
|
|
|
·
|
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.
|
|
|
·
|
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. Moreover, 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. See “Certain U.S. Federal
Income Tax Considerations” below.
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|
|
·
|
The
Notes Are Subject to Equity Market Risks—
The
Notes involve exposure to price movements in the equity
securities to
which they are respectively linked. Equity securities price
movements are
difficult to predict, and equity securities may be subject
to volatile
increases or decreases in value.
|
|
|
·
|
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 an 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.
|
BEAR,
STEARNS & CO. INC.
-3-
|
|
STRUCTURED
PRODUCTS GROUP
|
|
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 will be payable
to the
person to whom principal is payable.
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:
|
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.
|
BEAR,
STEARNS & CO. INC.
-4-
|
|
STRUCTURED
PRODUCTS GROUP
|
|
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.
|
|
Scenario
4
The
price of the underlying shares declines below the Contingent
Protection
Level, but ultimately recovers to finish above its Initial
Level.
|
|
 |
|
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.
|
|
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.
BEAR,
STEARNS & CO. INC.
-5-
|
|
STRUCTURED
PRODUCTS GROUP
|
The
Ryland Group, Inc. (“RYL”)
The
Ryland Group, Inc. (“Ryland”) common stock, par value $1.00 per share, trades on
the NYSE under the symbol “RYL.” Ryland is a homebuilder and mortgage-finance
company consisting of six segments: four geographically-determined
homebuilding
regions, financial services, and corporate. Ryland’s operations span all
significant aspects of the homebuying process—from design, construction and sale
to mortgage origination, title insurance, escrow and insurance
services.
Ryland’s
SEC file number is 001-08029.
|
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 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: $45.00
|
|
·
|
Contingent
Protection Percentage: 80%
|
|
·
|
Contingent
Protection Level: $36.00 ($45.00 x
80%)
|
|
·
|
Exchange
Ratio: 22 ($1,000/$45.00)
|
|
·
|
Coupon:
19.25% per annum, paid as a single cash payment at
maturity.
|
|
·
|
The
reinvestment rate on any interest payments made during
the term of the
Notes is assumed to be 0%. The three-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:
Three months.
|
|
·
|
Dividend
and dividend yield on the Reference Asset: $0.48 and
1.07% per annum.
|
Example
1
- On the
Calculation Date, the Final Level of $54.00 is greater than the
Initial Level,
resulting in a payment at maturity of the principal of $1,000,
regardless of
whether the Contingent Protection Level was ever reached or breached,
plus one
interest payment of $48.13, for payments totaling $1,048.13.
If you had invested
directly in the Reference Asset for the same three-month period,
you would have
received total cash payments of $1,202.68 (number of shares of
the Reference
Asset multiplied by the Final Level, plus the dividend payments),
assuming
liquidation of shares at the Final Level. You would have earned
a 4.81% return
with an investment in the Notes and a 20.27% return with a direct
investment in
the Reference Asset.
Example
2
- On the
Calculation Date, the Final Level of $40.50 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
$1,048.13, earning a 4.81% return over the term of the Notes.
A direct
investment in the Reference Asset during that same three-month
time period would
have generated a return of $902.68 (number of shares of the Reference
Asset
multiplied by the Final Level, plus the dividend payments), assuming
liquidation
of shares at the Final Level. You would have earned a 4.81% return
with an
investment in the Notes and incurred a loss of 9.73% with a direct
investment in
the Reference Asset.
Example
3
- On the
Calculation Date, the Final Level of $31.50 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 $699.99 plus one interest
payment of
$48.13, for payments totaling $748.12. If you had invested directly
in the
Reference Asset for the same three-month period, you would have
received total
cash payments of $702.68 (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
25.19%, while a direct investment in the Reference Asset would
have resulted in
a loss of 29.73%.
BEAR,
STEARNS & CO. INC.
-6-
|
|
STRUCTURED
PRODUCTS GROUP
|
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)
|
3-month
Total Return
|
Percentage
Change in Value of Reference Asset
|
Dividend
Yield
|
3-month
Total Return
|
|
|
45.00
|
58.50
|
$1,000.00
|
4.81%
|
4.81%
|
|
30.00%
|
0.27%
|
30.27%
|
|
45.00
|
56.25
|
$1,000.00
|
4.81%
|
4.81%
|
|
25.00%
|
0.27%
|
25.27%
|
|
45.00
|
54.00
|
$1,000.00
|
4.81%
|
4.81%
|
|
20.00%
|
0.27%
|
20.27%
|
|
45.00
|
51.75
|
$1,000.00
|
4.81%
|
4.81%
|
|
15.00%
|
0.27%
|
15.27%
|
|
45.00
|
49.50
|
$1,000.00
|
4.81%
|
4.81%
|
|
10.00%
|
0.27%
|
10.27%
|
|
45.00
|
47.25
|
$1,000.00
|
4.81%
|
4.81%
|
|
5.00%
|
0.27%
|
5.27%
|
|
45.00
|
45.00
|
$1,000.00
|
4.81%
|
4.81%
|
|
0.00%
|
0.27%
|
0.27%
|
|
45.00
|
42.75
|
$1,000.00
|
4.81%
|
4.81%
|
|
-5.00%
|
0.27%
|
-4.73%
|
|
45.00
|
40.50
|
$1,000.00
|
4.81%
|
4.81%
|
|
-10.00%
|
0.27%
|
-9.73%
|
|
45.00
|
38.25
|
$1,000.00
|
4.81%
|
4.81%
|
|
-15.00%
|
0.27%
|
-14.73%
|
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)
|
3-month
Total Return
|
Percentage
Change in Value of Reference Asset
|
Dividend
Yield
|
3-month
Total Return
|
|
|
45.00
|
56.25
|
$1,000.00
|
4.81%
|
4.81%
|
|
25.00%
|
0.27%
|
25.27%
|
|
45.00
|
54.00
|
$1,000.00
|
4.81%
|
4.81%
|
|
20.00%
|
0.27%
|
20.27%
|
|
45.00
|
51.75
|
$1,000.00
|
4.81%
|
4.81%
|
|
15.00%
|
0.27%
|
15.27%
|
|
45.00
|
49.50
|
$1,000.00
|
4.81%
|
4.81%
|
|
10.00%
|
0.27%
|
10.27%
|
|
45.00
|
47.25
|
$1,000.00
|
4.81%
|
4.81%
|
|
5.00%
|
0.27%
|
5.27%
|
|
45.00
|
45.00
|
$1,000.00
|
4.81%
|
4.81%
|
|
0.00%
|
0.27%
|
0.27%
|
|
45.00
|
42.75
|
$950.00
|
4.81%
|
-0.19%
|
|
-5.00%
|
0.27%
|
-4.73%
|
|
45.00
|
40.50
|
$900.00
|
4.81%
|
-5.19%
|
|
-10.00%
|
0.27%
|
-9.73%
|
|
45.00
|
38.25
|
$850.00
|
4.81%
|
-10.19%
|
|
-15.00%
|
0.27%
|
-14.73%
|
|
45.00
|
36.00
|
$800.00
|
4.81%
|
-15.19%
|
|
-20.00%
|
0.27%
|
-19.73%
|
|
45.00
|
33.75
|
$750.00
|
4.81%
|
-20.19%
|
|
-25.00%
|
0.27%
|
-24.73%
|
|
45.00
|
31.50
|
$700.00
|
4.81%
|
-25.19%
|
|
-30.00%
|
0.27%
|
-29.73%
|
|
45.00
|
29.25
|
$650.00
|
4.81%
|
-30.19%
|
|
-35.00%
|
0.27%
|
-34.73%
|
|
45.00
|
27.00
|
$600.00
|
4.81%
|
-35.19%
|
|
-40.00%
|
0.27%
|
-39.73%
|
|
45.00
|
24.75
|
$550.00
|
4.81%
|
-40.19%
|
|
-45.00%
|
0.27%
|
-44.73%
|
|
45.00
|
22.50
|
$500.00
|
4.81%
|
-45.19%
|
|
-50.00%
|
0.27%
|
-49.73%
|
|
45.00
|
20.25
|
$450.00
|
4.81%
|
-50.19%
|
|
-55.00%
|
0.27%
|
-54.73%
|
The
following table sets forth on a per share basis the
high and low closing 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.
BEAR,
STEARNS & CO. INC.
-7-
|
|
STRUCTURED
PRODUCTS GROUP
|
|
Quarter
Ending
|
Quarterly
High |
Quarterly
Low |
Quarterly
Close |
Quarter
Ending
|
Quarterly
High |
Quarterly
Low |
Quarterly
Close |
|
|
December
31, 2001
|
18.96
|
11.03
|
18.30
|
|
September
30, 2004
|
47.30
|
34.40
|
46.33
|
|
March
29, 2002
|
24.43
|
16.39
|
22.55
|
|
December
31, 2004
|
58.25
|
42.18
|
57.54
|
|
June
28, 2002
|
29.44
|
22.13
|
24.88
|
|
March
31, 2005
|
71.90
|
53.71
|
62.02
|
|
September
30, 2002
|
26.24
|
17.30
|
18.59
|
|
June
30, 2005
|
78.50
|
57.63
|
75.87
|
|
December
31, 2002
|
22.00
|
15.50
|
16.68
|
|
September
30, 2005
|
83.25
|
65.76
|
68.42
|
|
March
31, 2003
|
22.41
|
16.64
|
21.60
|
|
December
30, 2005
|
77.33
|
60.89
|
72.13
|
|
June
30, 2003
|
39.00
|
21.35
|
34.70
|
|
March
31, 2006
|
83.15
|
64.38
|
69.40
|
|
September
30, 2003
|
39.50
|
31.34
|
36.56
|
|
June
30, 2006
|
73.60
|
40.93
|
43.57
|
|
December
31, 2003
|
47.15
|
36.33
|
44.32
|
|
September
29, 2006
|
47.80
|
33.86
|
43.21
|
|
March
31, 2004
|
46.74
|
35.18
|
44.42
|
|
December
29, 2006
|
57.38
|
42.54
|
54.62
|
|
June
30, 2004
|
44.83
|
35.62
|
39.10
|
|
January
3, 2007 to
March 20, 2007 |
60.13
|
42.28
|
44.97
|
|
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.
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
|
|
The
Ryland Group, Inc.
|
3
months
|
[19.25]%
|
[●]%
|
[●]%
|
BEAR,
STEARNS & CO. INC.
-8-