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Filed
Pursuant to Rule 433
Registration
No. 333−136666
May
3, 2007
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STRUCTURED
EQUITY PRODUCTS
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New
Issue
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Indicative
Terms
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| Accelerated |
THE
BEAR STEARNS COMPANIES INC.
Note
Linked to the Nikkei 225SM
Index
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Market
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Due: November [l], 2008 | |||
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Participation
Securities
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INVESTMENT
HIGHLIGHTS
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·
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18-month
term to maturity.
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·
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The
Notes are not principal protected.
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·
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Issue
is a direct obligation of The Bear Stearns Companies Inc.
(Rated A1 by
Moody’s / A+ by S&P).
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Issue
Price: 100.00% of the Principal Amount (99.00% for investors
who purchase
a Principal Amount of $1,000,000 or greater).
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Linked
to the Nikkei 225SM
Index.
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·
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Depending
upon the value of the Index at Maturity, the Note will
pay 3 times the
percentage increase in the Index, up to a maximum return
of
[30.00]%.
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·
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If
the Index declines in value by the Maturity Date, the Note
will lose value
at a rate of 1.00% for every 1.00% decline in the Index
from the Initial
Index Level.
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BEAR,
STEARNS & CO. INC.
STRUCTURED
PRODUCTS GROUP
(212)
272-6928
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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.
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-1-
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STRUCTURED
PRODUCTS GROUP
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TERMS
OF OFFERING
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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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A1
/ A+ (Moody’s / S&P)
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CUSIP
NUMBER:
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073928V67
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ISSUE
PRICE:
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100.00%
of the Principal Amount (99.00% for investors who purchase
a Principal
Amount of $1,000,000 or greater)
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PRINCIPAL
AMOUNT:
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$[l]
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DENOMINATIONS:
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$1,000.00
per Note and $1,000.00 multiples thereafter
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SELLING
PERIOD ENDS:
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May
[l],
2007
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SETTLEMENT
DATE:
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May
[l],
2007
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CALCULATION
DATE:
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November
[l],
2008 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 under
“Description of the Notes—Market Disruption Events.”
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MATURITY
DATE:
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The
Notes are expected to mature on November [l],
2008 unless such date is not an Index Business Day, in
which case the
Maturity Date shall be the next Index Business Day. If
the Calculation
date is adjusted due to the occurrence of a Market Disruption
Event, the
Maturity Date will be three Index Business Days following
the adjusted
Calculation Date.
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CASH
SETTLEMENT VALUE:
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On
the Maturity Date, you will receive the Cash Settlement
Value, an amount
in cash that depends upon the relation of the Final Index
Level to the
Initial Index Level.
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If,
at maturity, the Final Index Level is greater than or
equal to the Initial
Index Level, the Cash Settlement Value is equal to, per
Note, the
principal amount of the Note, plus the lesser of:
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If,
at maturity, the Final Index Level is less than the Initial
Index Level,
you will receive less and possibly significantly less,
than your initial
investment in the Notes. In this case, the Cash Settlement
Value is equal
to, per Note:
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UPSIDE
PARTICIPATION RATE:
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[300.00]%
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INITIAL
INDEX LEVEL:
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The
closing level of the Index on May [l],
2007.
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FINAL
INDEX LEVEL:
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The
Final Index Level will be determined by the Calculation
Agent and will
equal the closing level of the Index on the Calculation
Date.
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INDEX:
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Nikkei
225SM
Index (ticker “NKY”), as published by Nihon Keizai Shimbun, Inc. (the
“Sponsor”)
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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
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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 May 3, 2007 (subject to completion)
(the
“Pricing Supplement”). 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:
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·
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Pricing
Supplement dated May 3,
2007 (subject to completion):
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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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BEAR,
STEARNS & CO. INC.
-3-
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STRUCTURED
PRODUCTS GROUP
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ILLUSTRATIVE
HYPOTHETICAL CASH SETTLEMENT VALUE
TABLE
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The
following is an illustrative table demonstrating the hypothetical
Cash
Settlement Value based on the assumptions listed below.
Actual returns may
be different.
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ASSUMPTIONS:
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·
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Investor
purchases $1,000.00 principal amount of Notes at the
initial offering
price of $1,000.00.
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·
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Investor
does not sell the Notes and holds the Notes to
maturity.
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·
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The
Initial Index Level is equal to
17,500.00.
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·
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The
Upside Participation Rate is
[300.00]%.
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·
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The
maximum return on the Notes is
[30.00]%.
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·
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All
returns are based on a 18-month term; pre-tax
basis.
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·
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No
Market Disruption Events or Events of Default occur during
the term of the
Notes.
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Initial
Index
Level
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Final
Index
Level
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Percentage
Change
in
Index
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Cash
Settlement
Value
Per
Note
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Return
if
Held
to
Maturity
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Initial
Index
Level
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Final
Index
Level
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Percentage
Change
in
Index
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Cash
Settlement
Value
Per
Note
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Return
if
Held
to
Maturity
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17,500.00
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30,675.75
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75.29%
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$1,300.00
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30.00%
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17,500.00
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17,381.00
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-0.68%
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$993.22
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-0.68%
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17,500.00
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29,489.25
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68.51%
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$1,300.00
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30.00%
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17,500.00
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17,262.00
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-1.36%
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$986.43
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-1.36%
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17,500.00
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28,302.75
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61.73%
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$1,300.00
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30.00%
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17,500.00
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17,144.75
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-2.03%
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$979.65
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-2.03%
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17,500.00
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27,114.50
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54.94%
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$1,300.00
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30.00%
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17,500.00
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17,025.75
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-2.71%
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$972.87
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-2.71%
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17,500.00
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25,928.00
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48.16%
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$1,300.00
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30.00%
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17,500.00
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16,906.75
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-3.39%
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$966.08
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-3.39%
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17,500.00
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24,741.50
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41.38%
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$1,300.00
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30.00%
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17,500.00
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16,787.75
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-4.07%
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$959.30
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-4.07%
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17,500.00
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23,553.25
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34.59%
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$1,300.00
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30.00%
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17,500.00
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16,668.75
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-4.75%
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$952.52
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-4.75%
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17,500.00
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22,366.75
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27.81%
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$1,300.00
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30.00%
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17,500.00
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16,549.75
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-5.43%
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$945.74
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-5.43%
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17,500.00
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21,773.50
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24.42%
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$1,300.00
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30.00%
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17,500.00
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16,432.50
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-6.10%
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$938.95
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-6.10%
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17,500.00
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21,180.25
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21.03%
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$1,300.00
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30.00%
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17,500.00
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16,313.50
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-6.78%
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$932.17
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-6.78%
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17,500.00
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20,587.00
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17.64%
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$1,300.00
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30.00%
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17,500.00
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16,194.50
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-7.46%
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$925.39
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-7.46%
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17,500.00
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19,992.00
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14.24%
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$1,300.00
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30.00%
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17,500.00
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16,075.50
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-8.14%
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$918.60
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-8.14%
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17,500.00
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19,398.75
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10.85%
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$1,300.00
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30.00%
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17,500.00
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15,956.50
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-8.82%
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$911.82
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-8.82%
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17,500.00
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19,279.75
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10.17%
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$1,300.00
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30.00%
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17,500.00
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15,837.50
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-9.50%
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$905.04
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-9.50%
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17,500.00
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19,162.50
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9.50%
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$1,284.89
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28.49%
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17,500.00
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15,720.25
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-10.17%
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$898.25
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-10.17%
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17,500.00
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19,043.50
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8.82%
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$1,264.54
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26.45%
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17,500.00
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15,601.25
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-10.85%
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$891.47
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-10.85%
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17,500.00
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18,924.50
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8.14%
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$1,244.19
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24.42%
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17,500.00
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15,008.00
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-14.24%
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$857.56
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-14.24%
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17,500.00
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18,805.50
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7.46%
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$1,223.84
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22.38%
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17,500.00
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14,413.00
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-17.64%
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$823.64
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-17.64%
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17,500.00
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18,686.50
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6.78%
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$1,203.49
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20.35%
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17,500.00
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13,819.75
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-21.03%
|
$789.72
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-21.03%
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17,500.00
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18,567.50
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6.10%
|
$1,183.14
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18.31%
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17,500.00
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13,226.50
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-24.42%
|
$755.81
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-24.42%
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|
17,500.00
|
18,450.25
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5.43%
|
$1,162.79
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16.28%
|
17,500.00
|
12,633.25
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-27.81%
|
$721.89
|
-27.81%
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|
|
17,500.00
|
18,331.25
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4.75%
|
$1,142.44
|
14.24%
|
17,500.00
|
11,446.75
|
-34.59%
|
$654.06
|
-34.59%
|
|
|
17,500.00
|
18,212.25
|
4.07%
|
$1,122.10
|
12.21%
|
17,500.00
|
10,258.50
|
-41.38%
|
$586.23
|
-41.38%
|
|
|
17,500.00
|
18,093.25
|
3.39%
|
$1,101.75
|
10.17%
|
17,500.00
|
9,072.00
|
-48.16%
|
$518.40
|
-48.16%
|
|
|
17,500.00
|
17,974.25
|
2.71%
|
$1,081.40
|
8.14%
|
17,500.00
|
7,885.50
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-54.94%
|
$450.57
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-54.94%
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|
|
17,500.00
|
17,855.25
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2.03%
|
$1,061.05
|
6.10%
|
17,500.00
|
6,697.25
|
-61.73%
|
$382.74
|
-61.73%
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|
17,500.00
|
17,738.00
|
1.36%
|
$1,040.70
|
4.07%
|
17,500.00
|
5,510.75
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-68.51%
|
$314.91
|
-68.51%
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|
17,500.00
|
17,619.00
|
0.68%
|
$1,020.35
|
2.03%
|
17,500.00
|
4,324.25
|
-75.29%
|
$247.08
|
-75.29%
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|
|
17,500.00
|
17,500.00
|
0.00%
|
$1,000.00
|
0.00%
|
17,500.00
|
0.00
|
-100.00%
|
$0.00
|
-100.00%
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BEAR,
STEARNS & CO. INC.
-4-
|
STRUCTURED
PRODUCTS GROUP
|
The
graph
below depicts the hypothetical Cash Settlement Values for the
Note structure as
the level of the Index changes.
BEAR,
STEARNS & CO. INC.
-5-
|
STRUCTURED
PRODUCTS GROUP
|
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SELECTED
RISK CONSIDERATIONS
|
|
·
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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 Pricing 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 the Final Index Level
is less than
the Initial Index Level, there will be no principal protection
on the
Notes and the Cash Settlement Value you will receive will
be less than the
initial offering price in proportion to the percentage
decline in the
Index. In that case, you will receive less, and possibly
significantly
less, than your initial investment in the Notes.
|
|
|
·
|
Maximum
return of [30.00]%
— You will not receive more than the maximum return
of [30.00]%
at maturity. Because the maximum return on the Notes is
[30.00]%, the
maximum Cash Settlement Value is $[1,300.00]. Therefore,
the Cash
Settlement Value will not reflect the increase in the value
of the Notes
if the Initial Index Level increases by more than
[10.00]%.
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·
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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.
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·
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No
interest, dividend or other payments —
You will not receive any interest, dividend payments or
other
distributions on the stocks underlying the Index, nor will
such payments
be included in the calculation of the Cash Settlement Value
you will
receive at maturity.
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·
|
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 value of the
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).
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BEAR,
STEARNS & CO. INC.
-6-