Filed Pursuant to Rule 433
Registration No. 333-136666
January 16, 2008
[LETTERHEAD OF THE BEAR STEARNS COMPANIES INC.]
10 YEAR NON-CALL 1 YEAR
NON INVERSION NOTE
Principal Protected at Maturity
Preliminary Terms as of January 16, 2008
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Preliminary Terms of Note
Issuer: The Bear Stearns Companies Inc.
Programme Rating: A2/A
Issue Amount: [USD 1,000,000]
Trade Date: [January 18, 2008]
Issue Date: [January 31, 2008]
Final Maturity Date: [January 31, 2018 (10 years)]
Issue Price: [negotiated prices agreed to from time to time]
Redemption Price: [100%]
Coupon: [Year 1: 7.50%]
[Year 2-10: 10.00% 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
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.
[LOGO OP BEAR STEARNS COMPANIES INC.] Preliminary Terms
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Securities Business Day, the Accrual Provision
for the immediately preceding U.S. Government
Securities Business Day shall apply. The CMS
Spread observed for the period after the Rate
Cut Off Date through to the end of such
Calculation Period shall be deemed to be the
CMS Spread as observed on the Rate Cut Off Date
for that Calculation 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 Calculation Period.
CMS Spread: [30 Year CMS - 10 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
10 Year CMS: The rate for U.S. Dollar swaps with a maturity
of ten (10) 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 last calendar day of each
January, April, July and October, starting on
April 30, 2008, subject to Early Redemption, in
accordance with the Business Day Convention]
Coupon Period End Dates: [Quarterly on the last calendar day of each
January, April, July and October, starting on
April 30, 2008, subject to Early Redemption]
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
note in whole but not in part at 100% of the
Issue Amount on each Coupon Payment Date
starting on January 31, 2009 by providing five
(5) Business Days prior written notice]
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[LOGO OP BEAR STEARNS COMPANIES INC.] Preliminary Terms
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Day Count Fraction: [30/360 unadjusted]
Business Days: [New York, London]
Business Day Convention: [Modified Following]
Form: [MTN Registered]
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
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 Note. 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 Note
may decrease and an investor may receive
substantially less than 100% of the issue price
if the investor chooses to sell its Note at
that time.
Credit and Principal. The Note is an unsecured
senior unsubordinated obligation of the Issuer.
The Note is principal protected only at
maturity and, if called by the Issuer, on the
relevant Early Redemption Date.
Liquidity Risk. Neither Bear Stearns nor the
Issuer makes any representation as to the
existence of a secondary market for the Note.
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 also be affected by
many factors including, but not limited to: the
remaining term of the Notes, the general level
of interest rates, 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
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[LOGO OP BEAR STEARNS COMPANIES INC.] Preliminary Terms
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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.
Preliminary Terms of Swap
Counterparty A: Bear Stearns Capital Markets
Counterparty B: The Bear Stearns Companies Inc.
Notional: USD 5,000,000
Trade Date: November 15, 2007
Effective Date: November 28, 2007
Termination Date: The sooner of the Early Swap Termination Date
or November 28, 2022
Early Swap Termination Dates: Counterparty A shall have the right to
terminate the Swap in whole but not in part, at
zero cost, on each Formula Rate Payment Date
starting on November 28, 2008 by providing ten
(10) Business Days prior written notice
Calculation Agent: Counterparty A
Payment Currency: USD
Counterparty A Formula Rate Terms
Formula Rate: 9.25% x n/N per annum, subject to Accrual
Provision
Minimum Formula Rate: 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 Formula 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 CMS Spread observed for
the period after the Rate Cut Off Date through
to the end of such Calculation Period shall be
deemed to be the CMS Spread as observed on the
Rate Cut Off Date for that Calculation Period.
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[LOGO OP BEAR STEARNS COMPANIES INC.] Preliminary Terms
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Where:
n = number of days in the Formula Rate period
for which the Accrual Provision is
fulfilled
N = actual number of days in the Formula Rate
period
Rate Cut Off Date: Two (2) US Government Securities Business Days
prior to the Formula Rate Payment Date for the
relevant Calculation Period.
CMS Spread: 30 Year CMS - 10 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
Formula Rate Payment Dates: Quarterly on the 28th calendar day of each
February, May, August and November, starting on
February 28, 2008, subject to Early Swap
Termination, in accordance with the Business
Day Convention
Formula Rate Period End Dates: Quarterly on the 28th calendar day of each
February, May, August and November, starting on
February 28, 2008, subject to Early Swap
Termination
Formula Rate Period: Each period from, and including, one Formula
Rate Period End Date to, but excluding, the
next following Formula Rate Period End Date,
except that the initial Formula Rate Period
will commence on, and include, the Effective
Date
Day Count Fraction: 30/360 unadjusted
Business Days: New York
Business Day Convention: Modified Following
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[LOGO OP BEAR STEARNS COMPANIES INC.] Preliminary Terms
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Counterparty B Floating Rate Terms
Floating Rate (Years "Y"): Y1-Y6: USD LIBOR + 1.50%
Y7-Y9: USD LIBOR + 1.60%
Y10-Y15: USD LIBOR + 1.70%
USD LIBOR: The rate for deposits in U.S. Dollars for a
period of one (1) month which appears on the
Telerate Page 3750 as of 11.00 a.m., London
time, on the day that is two (2) London Banking
Days preceding that Interest Reset Date
Interest Reset Dates: Monthly on the 28th calendar day of each month,
starting on the Effective Date
Floating Rate Payment Dates: Monthly on the 28th calendar day of each month,
starting on December 28, 2007, subject to Early
Swap Termination, in accordance with the
Business Day Convention
Floating Rate Period End Dates: Monthly on the 28th calendar day of each month,
starting on December 28, 2007, subject to Early
Swap Termination
Floating Rate Period: Each period from, and including, one Floating
Rate Period End Date to, but excluding, the
next following Floating Rate Period End Date,
except that the initial Floating Rate Period
will commence on, and include, the Effective
Date
Day Count Fraction: Actual/360 adjusted
Business Days: New York and London
Business Day Convention: Modified Following
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