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Free
Writing Prospectus Filed Pursuant to Rule 433
Registration
No. 333−136666
March
15, 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 common stock of SanDisk
Corporation
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Market
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Due: April [l], 2008 | |||
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Participation
Securities
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INVESTMENT
HIGHLIGHTS
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·
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13-month
term to maturity.
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·
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The
Notes are not principal protected.
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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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·
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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 common stock of SanDisk Corporation.
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·
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Depending
upon the value of the Reference Share at maturity, the Note
will pay 2
times the percentage increase in the Reference Share, up
to a maximum
return of [43.00]%.
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·
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If
the Reference Share declines in value by the Maturity Date,
the Note will
lose value at a rate of 1% for every 1% decline in the Reference
Share
from the Initial Share
Price.
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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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073928V34
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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
per Note and $1,000 multiples thereafter
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SELLING
PERIOD ENDS:
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March
[l],
2007
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SETTLEMENT
DATE:
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March
[l],
2007
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CALCULATION
DATE:
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April
[l,
2008 unless such date is not an Reference Share Business
Day, in which
case the Calculation Date shall be the next Reference Share
Business Day.
The Calculation Date is subject to adjustment as described
in the Pricing
Supplement under “Description of the Notes—Market Disruption
Events.”
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MATURITY
DATE:
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The
Notes are expected to mature on April [l],
2008 unless such date is not an Reference Share Business
Day, in which
case the Maturity Date shall be the next Reference Share
Business Day. If
the Calculation date is adjusted due to the occurrence
of a Market
Disruption Event, the Maturity Date will be three Reference
Share Business
Days following the adjusted Calculation Date.
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CASH
SETTLEMENT VALUE:
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On
the Maturity Date, you will receive the Cash Settlement
Value, an amount
in cash depending upon the relation of the Final Share
Price to the
Initial Share Price.
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If,
at maturity, the Final Share Price is greater than or equal
to the Initial
Share Price, the Cash Settlement Value is equal to, per
Note, the lesser
of:
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$[1,430.00].
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If,
at maturity, the Final Share Price is less than the Initial
Share Price,
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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[200.00]%
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INITIAL
SHARE PRICE:
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The
closing price of the Reference Share on March [l],
2007.
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FINAL
SHARE PRICE:
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The
closing price of the Reference Share on the Calculation
Date.
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REFERENCE
ISSUER:
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SanDisk
Corporation (NASDAQ: SNDK)
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REFERENCE
SHARE:
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The
common stock of SanDisk Corporation
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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 March 15, 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 March 15,
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 principal amount of Notes at the initial
offering price
of $1,000.
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·
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Investor
does not sell the Notes and holds the Notes to
maturity.
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·
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The
Initial Share Price is equal to
40.00.
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·
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The
Upside Participation Rate is
[200.00]%.
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·
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The
maximum return on the Notes is
[43.00]%.
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·
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All
returns are based on a 13-month term; pre-tax
basis.
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| · |
No
Market Disruption Events or Events of Default occur during
the term of the
Notes.
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Initial
Share
Price
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Final
Share
Price
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Percentage
Change
in
Reference
Share
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Cash
Settlement
Value
Per
Note
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Return
if
Held
to
Maturity
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Initial
Share
Price
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Final
Share
Price
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Percentage
Change
in
Reference
Share
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Cash
Settlement
Value
Per
Note
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Return
if
Held
to
Maturity
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40.00
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68.00
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+70.00%
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$
1,430.00
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43.00%
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40.00
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39.00
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-2.50%
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$
975.00
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-2.50%
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40.00
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67.00
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+67.50%
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$
1,430.00
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43.00%
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40.00
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38.00
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-5.00%
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$
950.00
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-5.00%
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40.00
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66.00
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+65.00%
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$
1,430.00
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43.00%
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40.00
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37.00
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-7.50%
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$
925.00
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-7.50%
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40.00
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65.00
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+62.50%
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$
1,430.00
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43.00%
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40.00
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36.00
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-10.00%
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$
900.00
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-10.00%
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40.00
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64.00
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+60.00%
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$
1,430.00
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43.00%
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40.00
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35.00
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-12.50%
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$
875.00
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-12.50%
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40.00
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63.00
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+57.50%
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$
1,430.00
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43.00%
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40.00
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34.00
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-15.00%
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$
850.00
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-15.00%
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40.00
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62.00
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+55.00%
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$
1,430.00
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43.00%
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40.00
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33.00
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-17.50%
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$
825.00
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-17.50%
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40.00
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61.00
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+52.50%
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$
1,430.00
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43.00%
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40.00
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32.00
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-20.00%
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$
800.00
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-20.00%
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40.00
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60.00
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+50.00%
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$
1,430.00
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43.00%
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40.00
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31.00
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-22.50%
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$
775.00
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-22.50%
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40.00
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59.00
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+47.50%
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$
1,430.00
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43.00%
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40.00
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30.00
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-25.00%
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$
750.00
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-25.00%
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40.00
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58.00
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+45.00%
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$
1,430.00
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43.00%
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40.00
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29.00
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-27.50%
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$
725.00
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-27.50%
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40.00
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57.00
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+42.50%
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$
1,430.00
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43.00%
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40.00
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28.00
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-30.00%
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$
700.00
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-30.00%
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40.00
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56.00
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+40.00%
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$
1,430.00
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43.00%
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40.00
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27.00
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-32.50%
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$
675.00
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-32.50%
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40.00
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55.00
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+37.50%
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$
1,430.00
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43.00%
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40.00
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26.00
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-35.00%
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$
650.00
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-35.00%
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40.00
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54.00
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+35.00%
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$
1,430.00
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43.00%
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40.00
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25.00
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-37.50%
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$
625.00
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-37.50%
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40.00
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53.00
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+32.50%
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$
1,430.00
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43.00%
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40.00
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24.00
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-40.00%
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$
600.00
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-40.00%
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40.00
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52.00
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+30.00%
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$
1,430.00
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43.00%
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40.00
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23.00
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-42.50%
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$
575.00
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-42.50%
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40.00
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51.00
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+27.50%
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$
1,430.00
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43.00%
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40.00
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22.00
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-45.00%
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$
550.00
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-45.00%
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40.00
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50.00
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+25.00%
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$
1,430.00
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43.00%
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40.00
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21.00
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-47.50%
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$
525.00
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-47.50%
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40.00
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49.00
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+22.50%
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$
1,430.00
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43.00%
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40.00
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20.00
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-50.00%
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$
500.00
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-50.00%
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40.00
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48.00
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+20.00%
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$
1,400.00
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40.00%
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40.00
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19.00
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-52.50%
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$
475.00
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-52.50%
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40.00
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47.00
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+17.50%
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$
1,350.00
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35.00%
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40.00
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18.00
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-55.00%
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$
450.00
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-55.00%
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|
40.00
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46.00
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+15.00%
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$
1,300.00
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30.00%
|
40.00
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17.00
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-57.50%
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$
425.00
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-57.50%
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|
40.00
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45.00
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+12.50%
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$
1,250.00
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25.00%
|
40.00
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16.00
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-60.00%
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$
400.00
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-60.00%
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40.00
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44.00
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+10.00%
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$
1,200.00
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20.00%
|
40.00
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15.00
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-62.50%
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$
375.00
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-62.50%
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40.00
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43.00
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+7.50%
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$
1,150.00
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15.00%
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40.00
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14.00
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-65.00%
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$
350.00
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-65.00%
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40.00
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42.00
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+5.00%
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$
1,100.00
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10.00%
|
40.00
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13.00
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-67.50%
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$
325.00
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-67.50%
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40.00
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41.00
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+2.50%
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$
1,050.00
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5.00%
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40.00
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12.00
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-70.00%
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$
300.00
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-70.00%
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40.00
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40.00
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0.00%
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$
1,000.00
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0.00%
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40.00
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11.00
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-72.50%
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$
275.00
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-72.50%
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BEAR,
STEARNS & CO. INC.
-4-
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Structured
Products Group
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The
graph
below depicts the hypothetical Cash Settlement Values for the
Note structure as
the price of the Reference Share changes.
BEAR,
STEARNS & CO. INC.
-5-
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Structured
Products Group
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SELECTED
RISK CONSIDERATIONS
|
|
·
|
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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|
|
·
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Not
Principal Protected - The
Notes are not principal protected. If the Final Share Price
is less than
the Initial Share Price, 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
Reference Share. In that case, you will receive less, and
possibly
significantly less, than your initial investment in the
Notes.
|
|
|
·
|
Maximum
return of [43.00]%
—
You will not receive more than the maximum return of
[43.00]% at maturity.
Because the maximum return on the Notes is
[43.00]%, the maximum Cash Settlement Value is $[1,430.00].
Therefore, the Cash Settlement Value will not reflect
the increase in the
value of the Notes if the Initial Share Price increases
by more than
[21.50]%.
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·
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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 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 Reference Share, nor will such payments
be included
in the calculation of the Cash Settlement Value you will
receive at
maturity.
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·
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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 forward contracts linked to the
price of the
Reference Share 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 forward
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-