Free
Writing Prospectus
Filed
Pursuant to Rule 433
Registration
No. 333−136666
July
20, 2007
|
Ticker
Symbol
|
BSR
|
Exchange
|
NYSE
|
Index
|
Alerian
MLP Select Index
|
Annual
Fee
|
0.85%*
|
Bloomberg
Index Symbol
|
AMZS
Index
|
Issue
Date
|
7/20/2007
|
Reuters
Index Symbol
|
.AMZS
|
Maturity
Date
|
7/20/2027**
|
CUSIP
Number
|
73902835
|
|
|
|
Correlation
|
Annualized
Historical
Volatility
|
1-year
Total
Return
|
3-year
Annualized
Total
Return
|
|||
Alerian
MLP Select Index (AMZS)
|
1.00
|
9.79%
|
26.03%
|
17.93%
|
|||
S&P
500
|
0.24
|
14.93%
|
18.65%
|
11.74%
|
|||
Russell
2000
|
0.27
|
19.51%
|
14.24%
|
14.05%
|
|||
NASDAQ
|
0.18
|
27.86%
|
15.89%
|
8.32%
|
|||
Dow
Jones
|
0.26
|
15.14%
|
19.33%
|
11.04%
|
Issuer:
|
The
Bear Stearns Companies Inc.
|
Issuer's
Rating:
|
A1
/ A+ (Moody's / S&P).
|
Securities
Offered:
|
BearLinxSM
Alerian MLP Select Index ETN
|
Listing:
|
The
Notes are listed on the New York Stock Exchange "NYSE") under the
symbol
BSR.
|
CUSIP
Number:
|
73902835
|
Adp
Number:
|
B014753
|
Lead
Manager/ Calculation Agent:
|
Bear,
Stearns & Co. Inc.
|
Issue
Price:
|
100.00%
of principal $38.8915 Per Note
|
Principal
Amount:
|
$75,039,438
|
Agent's
Discount:
|
0.00%
|
Proceeds
to Issuer:
|
100%
of par, being $75,039,438
|
Selling
Period Ends:
|
July
11, 2007.
|
Initial
Measurement Period:
|
July
12, 2007 to July 19, 2007.
|
Settlement
Date:
|
July
20, 2007.
|
Calculation
Date:
|
July
9, 2027.
|
Final
Measurement Period:
|
July
9, 2027 to July 15, 2027.
|
Maturity
Date:
|
July
20, 2027 (for a term of 20 years).
|
Tracking
Fee:
|
As
of any date of determination, an amount per Note equal to the product
of
0.070834% (representing 0.85% per annum) multiplied by the Current
NAV
|
Current
NAV:
|
As
of any date of determination, an amount per Note equal to the product
of
(i) the Principal Amount multiplied by (ii) a fraction, the numerator
of
which is equal to the VWAP Level as of such date and the denominator
of
which is equal to the Initial VWAP Level, as determined by the Calculation
Agent.
|
Index
Ratio:
|
As
of any date of determination, an amount equal to the quotient of
the Final
VWAP Level divided by the Initial VWAP Level.
|
VWAP
Level:
|
As
of any date of determination and with respect to the Index, the quotient
of (1) the arithmetic mean of the sum of the products of (i) the
volume
weighted-average price of the each Index Component as of such date
multiplied by (ii) the published share weighting of such Index Component
as of such date divided by (2) the Index divisor as determined by
the
Calculation Agent.
|
Cash
Settlement Amount:
|
An
amount per Note payable in U.S. dollars on the Maturity Date equal
to (i)
the Principal Amount multiplied by the Index Ratio minus (ii) the
accrued
Tracking Fee, if any.
|
Coupon:
|
Variable
amount paid monthly on the fifth business day following each Coupon
Valuation Date.
|
Coupon
Valuation Date:
|
First
business day of each month.
|
Early
Redemption:
|
Weekly
Redemption at the option of the holder as described in the prospectus.
|
Early
Redemption fee:
|
0.125%
|
Early
Redemption Fee Amount:
|
As
of any date of determination, an amount per Note in U.S. dollars
equal to
the product of the Redemption Fee multiplied by the applicable Cash
Settlement Amount.
|
Initial
VWAP Level:
|
388.915,
representing the arithmetic mean of the VWAP Levels measured daily
during
the Initial Measurement Period.
|
Final
VWAP Level:
|
To
be determined by the Calculation Agent; equals the arithmetic mean
of the
VWAP Levels measured daily during the Final Measurement Period.
|
Clearing:
|
DTC
|
Company
Name
|
Ticker
|
Price
|
Market
Cap
|
Float
Adjust
|
Weight
|
Alliance
Holdings GP LP
|
AHGP
|
$30.47
|
$1,824.03
|
$365.64
|
0.55%
|
Alliance
Resource Partners LP
|
ARLP
|
$43.83
|
$1,602.02
|
$905.83
|
1.36%
|
AmeriGas
Partners LP
|
APU
|
$37.31
|
$2,120.05
|
$1,192.03
|
1.79%
|
Atlas
Pipeline Partners LP
|
APL
|
$54.00
|
$706.34
|
$603.72
|
0.91%
|
Boardwalk
Pipeline Partners LP
|
BWP
|
$34.56
|
$4,017.60
|
$1,012.68
|
1.52%
|
Buckeye
GP Holdings LP
|
BGH
|
$28.05
|
$793.82
|
$294.53
|
0.44%
|
Buckeye
Partners LP
|
BPL
|
$50.64
|
$2,085.85
|
$1,954.59
|
2.94%
|
Copano
Energy LLC
|
CPNO
|
$42.09
|
$1,845.79
|
$1,584.44
|
2.38%
|
Crosstex
Energy Inc
|
XTXI
|
$29.85
|
$1,372.40
|
$849.37
|
1.28%
|
Crosstex
Energy LP
|
XTEX
|
$33.96
|
$1,473.59
|
$483.19
|
0.73%
|
Dorchester
Minerals LP
|
DMLP
|
$22.50
|
$635.41
|
$558.63
|
0.84%
|
Eagle
Rock Energy Partners LP
|
EROC
|
$23.91
|
$1,341.68
|
$321.69
|
0.48%
|
Enbridge
Energy Partners LP
|
EEP
|
$54.28
|
$4,158.45
|
$2,938.40
|
4.42%
|
Energy
Transfer Equity LP
|
ETE
|
$40.73
|
$9,075.88
|
$851.05
|
1.28%
|
Energy
Transfer Partners LP
|
ETP
|
$60.50
|
$8,287.14
|
$4,298.81
|
6.46%
|
Enterprise
Products Partners LP
|
EPD
|
$31.03
|
$13,435.93
|
$8,680.51
|
13.05%
|
Ferrellgas
Partners LP
|
FGP
|
$24.07
|
$1,515.39
|
$901.18
|
1.36%
|
Hiland
Holdings GP LP
|
HPGP
|
$31.76
|
$686.02
|
$222.70
|
0.33%
|
Inergy
LP
|
NRGY
|
$35.80
|
$1,778.56
|
$1,115.29
|
1.68%
|
Kinder
Morgan Energy Partners LP
|
KMP
|
$54.30
|
$9,129.84
|
$7,895.34
|
11.87%
|
Kinder
Morgan Management LLC
|
KMR
|
$51.83
|
$3,579.16
|
$3,037.43
|
4.57%
|
Linn
Energy LLC
|
LINE
|
$34.70
|
$2,274.94
|
$918.53
|
1.38%
|
Magellan
Midstream Holdings LP
|
MGG
|
$29.28
|
$1,834.29
|
$644.10
|
0.97%
|
Magellan
Midstream Partners LP
|
MMP
|
$45.42
|
$3,022.53
|
$2,953.82
|
4.44%
|
MarkWest
Energy Partners LP
|
MWE
|
$35.49
|
$1,295.38
|
$913.31
|
1.37%
|
Natural
Resource Partners LP
|
NRP
|
$38.01
|
$2,034.96
|
$925.95
|
1.39%
|
NuStar
Energy LP
|
NS
|
$66.15
|
$3,096.46
|
$2,371.95
|
3.57%
|
NuStar
GP Holdings LLC
|
NSH
|
$36.22
|
$1,539.35
|
$1,352.64
|
2.03%
|
ONEOK
Partners LP
|
OKS
|
$68.19
|
$5,652.36
|
$3,067.14
|
4.61%
|
Penn
Virginia Resource Partners LP
|
PVR
|
$30.96
|
$1,427.45
|
$795.32
|
1.20%
|
Plains
All American Pipeline LP
|
PAA
|
$61.35
|
$6,712.01
|
$5,040.35
|
7.58%
|
Regency
Energy Partners LP
|
RGNC
|
$25.25
|
$1,203.94
|
$538.95
|
0.81%
|
Star
Gas Partners LP
|
SGU
|
$4.64
|
$351.59
|
$290.64
|
0.44%
|
Suburban
Propane Partners LP
|
SPH
|
$48.33
|
$1,579.15
|
$1,467.99
|
2.21%
|
TC
Pipelines LP
|
TCLP
|
$39.82
|
$1,387.97
|
$600.60
|
0.90%
|
TEPPCO
Partners LP
|
TPP
|
$43.30
|
$3,888.55
|
$3,106.74
|
4.67%
|
Williams
Partners LP
|
WPZ
|
$47.63
|
$1,874.66
|
$1,452.08
|
2.18%
|
BEARLINX
NOTE SUMMARY
|
|
Ticker
Symbol
|
BSR
|
Index
|
Alerian
MLP Select Index
|
Bloomberg
Index Symbol
|
AMZS
Index
|
Reuters
Index Symbol
|
.AMZS
|
CUSIP
Number
|
073902835
|
Exchange
|
NYSE
|
Annual
Fee
|
0.85%*
|
Issue
Date
|
7/20/2007
|
Maturity
Date
|
7/20/2027**
|
ISSUER
DETAILS
|
|
Issuer
|
The
Bear Stearns Companies Inc.
|
Issuer’s
Ticker Symbol
|
BSC
|
Issuer’s
Rating1
|
A1
by Moody’s
|
A+
by S&P
|
Correlation
|
Annualized
Historical
Volatility
|
1-year
Total
Return*
|
3-year
Annualized
Total
Return*
|
|
Alerian
MLP Select Index (AMZS)
|
1.00
|
9.79%
|
26.03%
|
17.93%
|
S&P
500
|
0.24
|
14.93%
|
18.65%
|
11.74%
|
Russell
2000
|
0.27
|
19.51%
|
14.24%
|
14.05%
|
NASDAQ
|
0.18
|
27.86%
|
15.89%
|
8.32%
|
Dow
Jones
|
0.26
|
15.14%
|
19.33%
|
11.04%
|
TOP
TEN CONSTITUENTS OF THE INDEX
|
||
Ticker
|
Name
|
%
Weight
in
the Index
|
EPD
|
Enterprise
Products Partners LP
|
13.05%
|
KMP
|
Kinder
Morgan Energy Partners LP
|
11.87%
|
PAA
|
Plains
All American Pipeline LP
|
7.58%
|
ETP
|
Energy
Transfer Partners LP
|
6.46%
|
TPP
|
TEPPCO
Partners LP
|
4.67%
|
OKS
|
ONEOK
Partners LP
|
4.61%
|
KMR
|
Kinder
Morgan Management LLC
|
4.57%
|
MMP
|
Magellan
Midstream Partners LP
|
4.44%
|
EEP
|
Enbridge
Energy Partners LP
|
4.42%
|
NS
|
NuStar
Energy LP
|
3.57%
|
Source:
S&P, as of 6/15/07. Subject to change.
|