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Filed
Pursuant to Rule 433
Registration
No. 333−136666
March
6, 2008
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New
Issue
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Indicative
Terms
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Accelerated
Market
Participation
Securities
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THE
BEAR STEARNS COMPANIES INC.
Note
Linked to the Nikkei 225SM
Index
Due:
January [l],
2010
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INVESTMENT
HIGHLIGHTS
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·
22-month
term to maturity.
·
The Notes are not principal protected.
·
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 $1,000,000 or
greater).
·
Linked to the Nikkei 225SM
Index.
·
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 [40.00]%.
·
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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A2
/ A (Moody’s / S&P)
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CUSIP
NUMBER:
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0739283D3
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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 $1,000.00 multiples thereafter
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SELLING
PERIOD ENDS:
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March
[l],
2008
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SETTLEMENT
DATE:
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March
[l],
2008
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CALCULATION
DATE:
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January
[l],
2010 unless such date is not an Index Business Day,
in which case the
Calculation Date shall be the next Index Business Day.
The Calculation
Date is subject to adjustment as described in the Pricing
Supplement under
“Description of the Notes—Market Disruption Events.”
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MATURITY
DATE:
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The
Notes are expected to mature on January [l],
2010 unless such date is not an Index Business Day,
in which case the
Maturity Date shall be the next Index Business Day.
If the Calculation
date is adjusted due to the occurrence of a Market
Disruption Event, the
Maturity Date will be three Index Business Days following
the adjusted
Calculation Date.
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CASH
SETTLEMENT VALUE:
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On
the Maturity Date, you will receive the Cash Settlement
Value, an amount
in cash that depends upon the relation of the Final
Index Level to the
Initial Index Level.
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If,
at maturity, the Final Index Level is greater than
or equal to the Initial
Index Level, the Cash Settlement Value is equal to,
per Note, the
principal amount of the Note, plus the lesser of:
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$[400.00].
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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 March [l],
2008.
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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.
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-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 March 6, 2008 (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 March 6,
2008 (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.
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-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.
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
14,000.00.
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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
40.00%.
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·
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All
returns are based on a 22-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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14,000.00
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21,000.00
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+50.00%
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$1,400.00
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40.00%
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14,000.00
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13,750.00
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-1.79%
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$982.14
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-1.79%
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14,000.00
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20,750.00
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+48.21%
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$1,400.00
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40.00%
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14,000.00
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13,500.00
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-3.57%
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$964.29
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-3.57%
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14,000.00
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20,500.00
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+46.43%
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$1,400.00
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40.00%
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14,000.00
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13,250.00
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-5.36%
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$946.43
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-5.36%
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14,000.00
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20,250.00
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+44.64%
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$1,400.00
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40.00%
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14,000.00
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13,000.00
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-7.14%
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$928.57
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-7.14%
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14,000.00
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20,000.00
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+42.86%
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$1,400.00
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40.00%
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14,000.00
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12,750.00
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-8.93%
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$910.71
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-8.93%
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14,000.00
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19,750.00
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+41.07%
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$1,400.00
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40.00%
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14,000.00
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12,500.00
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-10.71%
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$892.86
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-10.71%
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14,000.00
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19,500.00
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+39.29%
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$1,400.00
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40.00%
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14,000.00
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12,250.00
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-12.50%
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$875.00
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-12.50%
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14,000.00
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19,250.00
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+37.50%
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$1,400.00
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40.00%
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14,000.00
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12,000.00
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-14.29%
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$857.14
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-14.29%
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|
14,000.00
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19,000.00
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+35.71%
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$1,400.00
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40.00%
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14,000.00
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11,750.00
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-16.07%
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$839.29
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-16.07%
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|
14,000.00
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18,750.00
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+33.93%
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$1,400.00
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40.00%
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|
14,000.00
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11,500.00
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-17.86%
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$821.43
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-17.86%
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|
14,000.00
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18,500.00
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+32.14%
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$1,400.00
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40.00%
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14,000.00
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11,250.00
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-19.64%
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$803.57
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-19.64%
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14,000.00
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18,250.00
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+30.36%
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$1,400.00
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40.00%
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|
14,000.00
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11,000.00
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-21.43%
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$785.71
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-21.43%
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|
14,000.00
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18,000.00
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+28.57%
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$1,400.00
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40.00%
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14,000.00
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10,750.00
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-23.21%
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$767.86
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-23.21%
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|
14,000.00
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17,750.00
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+26.79%
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$1,400.00
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40.00%
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|
14,000.00
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10,500.00
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-25.00%
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$750.00
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-25.00%
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|
14,000.00
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17,500.00
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+25.00%
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$1,400.00
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40.00%
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|
14,000.00
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10,250.00
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-26.79%
|
$732.14
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-26.79%
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|
14,000.00
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17,250.00
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+23.21%
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$1,400.00
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40.00%
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|
14,000.00
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10,000.00
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-28.57%
|
$714.29
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-28.57%
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|
14,000.00
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17,000.00
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+21.43%
|
$1,400.00
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40.00%
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|
14,000.00
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9,750.00
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-30.36%
|
$696.43
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-30.36%
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|
14,000.00
|
16,750.00
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+19.64%
|
$1,400.00
|
40.00%
|
|
14,000.00
|
9,500.00
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-32.14%
|
$678.57
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-32.14%
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|
14,000.00
|
16,500.00
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+17.86%
|
$1,400.00
|
40.00%
|
|
14,000.00
|
9,250.00
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-33.93%
|
$660.71
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-33.93%
|
|
14,000.00
|
16,250.00
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+16.07%
|
$1,400.00
|
40.00%
|
|
14,000.00
|
9,000.00
|
-35.71%
|
$642.86
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-35.71%
|
|
14,000.00
|
16,000.00
|
+14.29%
|
$1,400.00
|
40.00%
|
|
14,000.00
|
8,750.00
|
-37.50%
|
$625.00
|
-37.50%
|
|
14,000.00
|
15,750.00
|
+12.50%
|
$1,375.00
|
37.50%
|
|
14,000.00
|
8,500.00
|
-39.29%
|
$607.14
|
-39.29%
|
|
14,000.00
|
15,500.00
|
+10.71%
|
$1,321.43
|
32.14%
|
|
14,000.00
|
8,250.00
|
-41.07%
|
$589.29
|
-41.07%
|
|
14,000.00
|
15,250.00
|
+8.93%
|
$1,267.86
|
26.79%
|
|
14,000.00
|
8,000.00
|
-42.86%
|
$571.43
|
-42.86%
|
|
14,000.00
|
15,000.00
|
+7.14%
|
$1,214.29
|
21.43%
|
|
14,000.00
|
7,750.00
|
-44.64%
|
$553.57
|
-44.64%
|
|
14,000.00
|
14,750.00
|
+5.36%
|
$1,160.71
|
16.07%
|
|
14,000.00
|
7,500.00
|
-46.43%
|
$535.71
|
-46.43%
|
|
14,000.00
|
14,500.00
|
+3.57%
|
$1,107.14
|
10.71%
|
|
14,000.00
|
7,250.00
|
-48.21%
|
$517.86
|
-48.21%
|
|
14,000.00
|
14,250.00
|
+1.79%
|
$1,053.57
|
5.36%
|
|
14,000.00
|
7,000.00
|
-50.00%
|
$500.00
|
-50.00%
|
|
14,000.00
|
14,000.00
|
0.00%
|
$1,000.00
|
0.00%
|
|
14,000.00
|
6,750.00
|
-51.79%
|
$482.14
|
-51.79%
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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.
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BEAR,
STEARNS & CO.
INC.
|
-5-
|
STRUCTURED
PRODUCTS
GROUP
|
|
SELECTED
RISK CONSIDERATIONS
|
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·
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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 [40.00]%
—
You will not receive more than the maximum
return of [40.00]%
at maturity. Because the maximum return
on the Notes is
[40.00]%, the maximum Cash Settlement Value
is $[1,400.00].
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
[13.33]%.
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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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|
·
|
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-