PRICING SUPPLEMENT NO. 22A Rule 424(b)(3) DATED: February 28, 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: $50,000,000 Floating Rate Notes [ ] Book Entry Notes [x] Original Issue Date: Fixed Rate Notes [x] Certificated Notes [ ] 3/21/2001 Maturity Date: 3/21/2016 CUSIP#: 073928TD5 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 Applicable Only to Fixed Rate Notes: ----------------------------------- Interest Rate: 7.00% Interest Payment Dates: ** Applicable Only to Floating Rate Notes: -------------------------------------- Interest Rate Basis: Maximum Interest Rate: N/A [ ] Commercial Paper Rate Minimum Interest Rate: N/A [ ] 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): *Commencing March 21, 2004 and on the interest payment dates thereafter until Maturity, the Notes may be called in whole at par at the option of the Company on eight calendar days notice. **Commencing September 21, 2001 and on each March 21st and September 21st thereafter until Maturity or until the Notes are called. The distribution of Notes will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules.