Filed Pursuant to Rule 433
Registration No. 333-136666
February 22, 2008
[BEAR STEARNS LOGO]
15 YEAR NON INVERSION NOTE NON-CALLABLE IN YEAR ONE
Bear, Stearns & Co. Inc
383 Madison Avenue
New York, NY 10179 Principal Protected at Maturity
TELEPHONE: 212 272 5215
FACSIMILE: 212 272 9758
Preliminary Terms as of February 22, 2008
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Preliminary Terms of Note
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Issuer: The Bear Stearns Companies Inc.
Program Rating: A2/A
Issue Amount: [ ]
Trade Date: [February 25, 2008]
Issue Date: [March 6, 2008]
Final Maturity Date: [March 6, 2023 (15 years)]
Issue Price: [The Dealer may offer to sell the Notes to
purchasers at individually negotiated prices,
which may vary among different purchases of the
Notes]
Redemption Price: [100%]
Coupon: [9.50% x n/N per annum, subject to Accrual
Provision]
Minimum Coupon: 0.00%
Accrual Provision: The Accrual Provision is fulfilled for each day
that the CMS Spread is greater than or equal to
the Range Minimum. On any day that the CMS
Spread is not greater than or equal to the Range
Minimum, then the Accrual Provision is not
fulfilled for that day and interest accrues at
the Minimum Coupon rate. On any day that is not
a U.S. Government Securities Business Day, the
Accrual Provision for the immediately preceding
U.S. Government Securities Business Day shall
apply. The
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 LOGO] Preliminary Terms
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CMS Spread observed for the period after the
Rate Cut Off Date through to the end of such
Coupon Period shall be deemed to be the CMS
Spread as observed on the Rate Cut Off Date for
that Coupon Period.
Where:
n = number of days in the Coupon Period for
which the Accrual Provision is fulfilled
N = actual number of days in the Coupon Period
Rate Cut Off Date: Two (2) US Government Securities Business Days
prior to the Coupon Payment Date for the
relevant Coupon Period.
CMS Spread: [30 Year CMS - 2 Year CMS]
Range Minimum: [0.00%]
30 Year CMS: The rate for U.S. Dollar swaps with a maturity
of thirty (30) years, expressed as a percentage,
which appears on the Reuters Screen ISDAFIX1
Page as of 11:00a.m., New York City time, on the
day that is two (2) U.S. Government Securities
Business Days preceding that Reset Date.
2 Year CMS: The rate for U.S. Dollar swaps with a maturity
of two (2) years, expressed as a percentage,
which appears on the Reuters Screen ISDAFIX1
Page as of 11:00a.m., New York City time, on the
day that is two (2) U.S. Government Securities
Business Days preceding that Reset Date.
Coupon Payment Dates: [Quarterly on the 6th calendar day of each
March, June, September and December, starting on
June 6, 2008, subject to Early Redemption, in
accordance with the Business Day Convention.]
Coupon Period End Dates: [Quarterly on the 6th calendar day of each
March, June, September and December, starting on
June 6, 2008, subject to Early Redemption, in
accordance with the Business Day Convention.]
Coupon Period: Each period from, and including, one Coupon
Period End Date to, but excluding, the next
following Coupon Period End Date, except that
the initial Coupon Period will commence on, and
include, the Issue Date.
Early Redemption: [The Issuer shall have the right to call the
Notes in whole but not in part at 100% of the
Issue Amount on each Coupon Payment Date
starting on March 6, 2009 by providing ten (10)
Business Days prior written notice.]
Day Count Fraction: [30/360 unadjusted]
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[BEAR STEARNS LOGO] Preliminary Terms
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Business Days: [New York]
Business Day Convention: [Modified Following]
US Government Securities
Business Day: Any day that US Government Securities are traded
in the dealer market in New York City.
Form: [SEC Registered Medium Term Note]
Clearing: DTC
Minimum Denominations: [USD 1,000]
Payment and Delivery: Delivery of the Note in full on the Issue Date
to Bear Stearns through DTC, against payment.
Governing Law: New York
Calculation Agent: Bear, Stearns & Co. Inc. ("Bear Stearns")
Selling Dealer: Oppenheimer & Co. Inc. ("Oppenheimer")
Risk Factors: Coupon Risk. For each day during the Coupon
Period that the CMS Spread is less than the
Range Minimum, the Issuer will not pay any
interest on the Notes. It is possible that the
CMS Spread will be less than the Range Minimum
for so many days during any Coupon Period that
the interest payment for that Coupon Period will
be zero or less than the amount that would have
been paid on an ordinary debt security. To the
extent that the CMS Spread remains below the
Range Minimum, the market value of the Notes may
decrease and you may receive substantially less
than 100% of the issue price if you choose to
sell your Notes at that time.
Early Redemption Risk. The Issuer may, at its
option, redeem the Notes in whole, but not in
part, on each Coupon Payment Date, commencing on
or after March 6, 2009 with not less than 10
Business Days prior written notice, at a price
equal to 100% of the initial principal amount of
the Notes. If the Issuer elects to redeem the
Notes, you will also receive the interest
payable on such Coupon Payment Date. No further
interest payments will be made after the Issuer
redeems the Notes. If the Notes are redeemed,
you may not be able to reinvest the redemption
proceeds in a comparable security at an
effective interest rate as high as the interest
rate on the Notes being redeemed.
Credit and Principal. The Notes are an unsecured
senior unsubordinated obligation of the Issuer.
The Notes are principal
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[BEAR STEARNS LOGO] Preliminary Terms
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protected only at maturity and, if called by the
Issuer, on the relevant Call Date.
Liquidity Risk. Neither Bear Stearns, nor
Oppenheimer nor the Issuer makes any
representation as to the existence of a
secondary market for the Notes. The market value
can be expected to fluctuate significantly and
investors should be prepared to assume the
market risks associated with these Notes.
However, under ordinary market conditions, Bear
Stearns will offer to repurchase part or all of
the Notes outstanding, although there can be no
assurance at which price such a bid would be
made. The price given, if any, may be affected
by many factors including, but not limited to:
the remaining term of the Notes, the general
level of interest rates, prevailing market
prices, implied volatility and the cost to the
Issuer of unwinding any related hedging activity
or any funding arrangement.
No Investment Advice: In creating this term sheet Bear Stearns is not
providing you with investment advice or a
personal recommendation. In the event Bear
Stearns is deemed to have provided you with
investment advice, you acknowledge and agree
that Bear Stearns has only done so to the extent
that you have provided Bear Stearns with your
investment objectives with respect to the Notes
and only such investment objectives have been
taken into account when assessing the
suitability of the Notes for your purposes.
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