PRICING SUPPLEMENT NO. 45 Rule 424(b)(3)
DATED: May 15, 2001 File No. 333-52902
(To Prospectus dated January 11, 2001,
and Prospectus Supplement dated January 11, 2001)
$9,015,893,162
THE BEAR STEARNS COMPANIES INC.
MEDIUM-TERM NOTES, SERIES B
Principal Amount: $15,000,000 Floating Rate Notes [ ] Book Entry Notes [x]
Original Issue Date: 5/18/2001 Fixed Rate Notes [x] Certificated Notes [ ]
Maturity Date: 5/17/2002 CUSIP#: 073928UC5
Option to Extend Maturity: No [x]
Yes [ ] Final Maturity Date:
Optional Optional
Redemption Repayment Repayment
Redeemable On Price(s) Date(s) Price(s)
------------- -------------- ------------- -----------
N/A N/A N/A N/A
Applicable Only to Fixed Rate Notes:
-----------------------------------
Interest Rate: 4.350%
Interest Payment Dates: *
Applicable Only to Floating Rate Notes:
--------------------------------------
Interest Rate Basis: Maximum Interest Rate:
[ ] Commercial Paper Rate Minimum Interest Rate:
[ ] Federal Funds Rate Interest Reset Date(s):
[ ] Treasury Rate Interest Reset Period:
[ ] LIBOR Reuters Interest Payment Date(s):
[ ] LIBOR Telerate
[ ] Prime Rate
[ ] CMT Rate
Initial Interest Rate: Interest Payment Period:
Index Maturity:
Spread (plus or minus):
* On November 17, 2001 and at Maturity.
The distribution of Notes will conform to the requirements set forth in Rule
2720 of the NASD Conduct Rules.