|
Title
of Each Class of Securities Offered
|
|
Maximum
Aggregate
Offering
Price
|
|
Amount
of
Registration
Fee(1)
|
|
Medium-Term
Notes, Series B
|
|
$
|
50,000,000
|
|
$
|
1,535
|
______________
(1)Calculated
in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
The filing fee of $1,535 is being paid in connection with the registration
of
these Medium-Term Notes.
|
PRICING
SUPPLEMENT NO. 19
|
Rule 424(b)(2)
|
|
DATED:
August
7, 2007
|
|
(To
Prospectus dated August 16, 2006,
and
Prospectus Supplement dated August 16, 2006)
THE
BEAR STEARNS COMPANIES INC.
Medium-Term
Notes, Series B
|
Principal
Amount: $50,000,000
|
Floating
Rate Notes x
|
Book
Entry Notes x
|
|
Original
Issue Date: 8/10/2007
|
Fixed
Rate Notes o
|
Certificated
Notes o
|
|
Maturity
Date: 8/10/2012
|
CUSIP#:
073928X81
|
|
|
Option
to Extend Maturity:
|
No
x
Yes
o Final
Maturity Date:
|
|
Redeemable
On
|
|
Redemption
Price(s)
|
|
Optional
Repayment
Date(s)
|
|
Optional
Repayment
Price(s)
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Applicable
Only to Fixed Rate Notes:
Interest
Rate:
Interest
Payment Dates:
Applicable
Only to Floating Rate Notes:
|
Interest
Rate Basis:
|
Maximum
Interest Rate: N/A
|
|
o
Commercial
Paper
Rate
|
Minimum
Interest Rate: N/A
|
|
o
Federal
Funds Effective
Rate
|
|
|
o
Federal
Funds Open Rate
|
Interest
Reset Date(s): *
|
|
o
Treasury
Rate
|
Interest
Reset Period: Quarterly
|
|
x
LIBOR
Rate +
|
Interest
Payment Date(s): **
|
|
o
Prime
Rate
|
|
|
o
CMT
Rate
|
|
Initial
Interest Rate: 7.13%
|
Interest
Payment Period: Quarterly
|
|
Index
Maturity: Three months
|
|
|
Spread
(plus or minus): +1.75%
|
|
| * |
Commencing
November 10, 2007 and on the 10th of each February, May, August and
November thereafter prior to
Maturity.
|
| ** |
Commencing
November 10, 2007 and on the 10th of each February, May, August and
November thereafter up to and including the Maturity
date.
|
| + |
Means
the offered rate for deposits in U.S. dollars having a maturity of
three
months, beginning on the second London Banking Day after each Interest
Determination Date, which appears on Reuters Screen LIBOR01 Page
as of
11:00 a.m., London time, on that
date.
|
In
the
case where no rate appears on Reuters Screen LIBOR01 Page, LIBOR will be
determined based on the rates at approximately 11:00 a.m., London time, on
that
Interest Determination Date at which deposits in U.S. dollars having a
three-month maturity are offered by four major banks in the London interbank
market selected by the Calculation Agent to prime banks in the London interbank
market beginning on the second London Banking Day after that date and in a
principal amount of not less than U.S. $1,000,000 that is representative of
a
single transaction in such market at such time (a ‘‘representative amount’’).
The Calculation Agent will request the principal London office of each such
bank
to provide a quotation of its rate. If at least two such quotations are
provided, the LIBOR rate for that date will be the arithmetic mean of such
quotations.
If
fewer
than two quotations are provided, LIBOR for that date will be the arithmetic
mean of the rates quoted at approximately 11:00 a.m. on such date by three
major
banks in New York City selected by the Calculation Agent for loans in U.S.
dollars to leading European banks having a three-month maturity beginning on
the
second London Banking Day after that date and in a principal amount of not
less
than a representative amount.
Finally,
if the three banks are not quoting as mentioned above, the LIBOR rate will
remain the rate then in effect on such Interest Determination Date.
The
distribution of Notes will conform to the requirements set forth in Rule 2720
of
the NASD Conduct Rules.
We
intend
to treat the Notes as variable rate debt instruments that bear interest that
is
unconditionally payable at least annually at a single qualified floating rate
for U.S. federal income tax purposes.
CERTAIN
ERISA CONSIDERATIONS
Section
4975 of the Code prohibits the borrowing of money, the sale of property and
certain other transactions involving the assets of plans that are qualified
under the Code ("Qualified Plans") or individual retirement accounts ("IRAs")
and persons who have certain specified relationships to them. Section 406 of
ERISA prohibits similar transactions involving employee benefit plans that
are
subject to ERISA ("ERISA Plans"). Qualified Plans, IRAs and ERISA Plans are
referred to as "Plans."
Persons
who have such specified relationships are referred to as "parties in interest"
under ERISA and as "disqualified persons" under the Code. "Parties in interest"
and "disqualified persons" encompass a wide range of persons, including any
fiduciary (for example, an investment manager, trustee or custodian) of a Plan,
any person providing services (for example, a broker) to a Plan, the Plan
sponsor, an employee organization any of whose members are covered by the Plan,
and certain persons related to or affiliated with any of the
foregoing.
The
purchase and/or holding of Notes by a Plan with respect to which we, Bear
Stearns and/or certain of our affiliates is a fiduciary and/or a service
provider (or otherwise is a "party in interest" or "disqualified person") would
constitute or result in a prohibited transaction under Section 406 of ERISA
or
Section 4975 of the Code, unless such the Notes are acquired or held pursuant
to
and in accordance with an applicable statutory or administrative exemption.
Each
of us, Bear Stearns and Bear Stearns Securities Corp. is considered a
"disqualified person" under the Code or a "party in interest" under ERISA with
respect to many Plans, although neither we nor Bear Stearns can be a "party
in
interest" to any IRA other than certain employer-sponsored IRAs, as only
employer-sponsored IRAs are covered by ERISA.
Applicable
administrative exemptions may include certain prohibited transaction class
exemptions (for example, Prohibited Transaction Class Exemption ("PTCE") 84-14
relating to qualified professional asset managers, PTCE 96-23 relating to
certain in-house asset managers, PTCE 91-38 relating to bank collective
investment funds, PTCE 90-1 relating to insurance company separate accounts
and
PTCE 95-60 relating to insurance company general accounts).
It
should
also be noted that the Pension Protection Act of 2006 contains a statutory
exemption from the prohibited transaction provisions of Section 406 of ERISA
and
Section 4975 of the Code for transactions involving certain parties in interest
or disqualified persons who are such merely because they are a service provider
to a Plan, or because they are related to a service provider. Generally, the
exemption would be applicable if the party to the transaction with the Plan
is a
party in interest or a disqualified person to the Plan but is not (i) an
employer, (ii) a fiduciary who has or exercises any discretionary authority
or
control with respect to the investment of the Plan assets involved in the
transaction, (iii) a fiduciary who renders investment advice (within the meaning
of ERISA and Section 4975 of the Code) with respect to those assets, or (iv)
an
affiliate of (i), (ii) or (iii). Any Plan fiduciary relying on this statutory
exemption (Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code)
and
purchasing Notes on behalf of a Plan will be deemed to represent that (x) the
fiduciary has made a good faith determination that the Plan is paying no more
than, and is receiving no less than, adequate consideration in connection with
the transaction and (y) neither we, Bear Stearns, nor any of our affiliates
directly or indirectly exercises any discretionary authority or control or
renders investment advice (as defined above) with respect to the assets of
the
Plan which such fiduciary is using to purchase the Notes, both of which are
necessary preconditions to utilizing this exemption. Any purchaser that is
a
Plan is encouraged to consult with counsel regarding the application of the
exemption.
A
fiduciary who causes a Plan to engage, directly or indirectly, in a non-exempt
prohibited transaction may be subject to a penalty under ERISA, and may be
liable for any losses to the Plan resulting from such transaction. Code Section
4975 generally imposes an excise tax on disqualified persons who engage,
directly or indirectly, in non-exempt transactions with the assets of Plans
subject to such Section. If an IRA engages in a prohibited transaction, the
assets of the IRA are deemed to have been distributed to the IRA
beneficiaries.
In
accordance with ERISA’s general fiduciary requirements, a fiduciary with respect
to any ERISA Plan who is considering the purchase of Notes on behalf of such
plan should consider the foregoing information and the information set forth
in
the applicable prospectus supplement and any applicable pricing supplement,
and
should determine whether such purchase is permitted under the governing plan
document and is prudent and appropriate for the ERISA Plan in view of its
overall investment policy and the composition and diversification of its
portfolio. Fiduciaries of Plans established with, or for which services are
provided by, us, Bear Stearns, and/or certain of our affiliates should consult
with counsel before making any acquisition. Each purchaser of any Notes, the
assets of which constitute the assets of one or more Plans, and each fiduciary
that directs such purchaser with respect to the purchase or holding of such
Notes, will be deemed to represent that the purchase, holding and disposition
of
the Notes does not and will not constitute a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code for which an exemption is
not
available.
Certain
employee benefit plans, such as governmental plans (as defined in Section 3(32)
of ERISA) and, if no election has been made under Section 410(d) of the Code,
church plans (as defined in Section 3(33) of ERISA), are not subject to Section
406 of ERISA or Section 4975 of the Code. However, such plans may be subject
to
the provisions of applicable federal, state or local law ("Similar Law") similar
to the foregoing provisions of ERISA or the Code. Fiduciaries of such plans
("Similar Law Plans") should consider applicable Similar Law when investing
in
the Notes. Each fiduciary of a Similar Law Plan will be deemed to represent
that
the Similar Law Plan’s (direct or indirect) acquisition and holding of the Notes
will not result in a non-exempt violation of applicable Similar Law.
The
sale
of any Note to a Plan or a Similar Law Plan is in no respect a representation
by
us or any of our affiliates that such an investment meets all relevant legal
requirements with respect to investments by Plans or Similar Law Plans generally
or any particular Plan or Similar Law Plan, or that such an investment is
appropriate for a Plan or a Similar Law Plan generally or any particular Plan
or
Similar Law Plan.