PRICING SUPPLEMENT NO. 31A Rule 424(b)(3)
DATED: September 1, 2004+ File No. 333-109793
October 27, 2004++
(To Prospectus dated November 17, 2003,
and Prospectus Supplement dated November 17, 2003)
$10,668,950,162
THE BEAR STEARNS COMPANIES INC.
Medium-Term Notes, Series B
Principal Amount: $450,000,000 Floating Rate Notes [x] Book Entry Notes [x]
Original Issue Date: 9/9/2004^ Fixed Rate Notes [ ] Certificated Notes [ ]
11/1/2004^^
Initial Public Offering Price: 100%>
100.033%>>
Maturity Date: 9/9/2009 CUSIP#: 073928G56
Euroclear and Clearstream Common Code: 020066784
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 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
[ ] Commercial Paper Rate Minimum Interest Rate: N/A
[ ] Federal Funds Effective Rate
[ ] Federal Funds Open Rate Interest Reset Date(s): *
[ ] Treasury Rate Interest Reset Period: Quarterly
[ ] LIBOR Reuters Interest Payment Date(s): **
[x] LIBOR Telerate
[ ] Prime Rate
[ ] CMT Rate
Initial Interest Rate: 2.13% Interest Payment Period: Quarterly
Index Maturity: Three Months
Spread (plus or minus): +0.27%
+ $400,000,000 was traded on September 1, 2004.
++ $50,000,000 was traded on October 27, 2004.
^ $400,000,000 was issued on September 9, 2004.
^^ $50,000,000 was issued on November 1, 2004. These Notes will have interest
accrued from September 9, 2004 for the Interest Payment Date on December
9, 2004.
> The Notes issued on September 9, 2004 had an Initial Public Offering Price
of 100%.
>> The Notes issued on November 1, 2004 had an Initial Public Offering Price
of 100.033%.
* On the 9th of each December, March, June and September prior to Maturity.
** On the 9th of each December, March, June and September, including the
maturity date.
CERTAIN US FEDERAL INCOME TAX CONSIDERATIONS
The following discussion supplements the section captioned "Certain
US Federal Income Tax Considerations" in the Prospectus Supplement dated
November 17, 2003.
Qualified Reopening
We will treat the Notes issued on November 1, 2004 as part of the same
issue as the Notes issued on September 9, 2004 (the "Original Notes") for US
federal income tax purposes. Accordingly, for purposes of the Treasury
regulations governing original issue discount on debt instruments (the "OID
Regulations"), we will treat the Notes issued on November 1, 2004 as having the
same issue date, the same issue price and, with respect to holders, the same
adjusted issue price as the Original Notes. Consequently, the "issue price" of
the Notes issued on November 1, 2004 for US federal income tax purposes will be
the first price at which a substantial amount of the Original Notes were sold to
the public (excluding sales to bond houses, brokers, or similar persons or
organizations acting in the capacity of underwriters, placement agents, or
wholesalers). The purchase price for the Notes issued on November 1, 2004 will
reflect interest accrued from September 9, 2004 ("pre-issuance accrued
interest"), which will be included in accrued interest to be paid on December 9,
2004. In accordance with the OID Regulations, we will exclude pre-issuance
accrued interest from the issue price of the Notes issued on November 1, 2004.
Accordingly, US Holders of the Notes issued on November 1, 2004 should treat a
corresponding portion of the interest payable on December 9, 2004 as a return of
the excluded pre-issuance accrued interest, rather than as an amount payable on
the Notes issued on November 1, 2004.
The distribution of Notes will conform to the requirements set forth in Rule
2720 of the NASD Conduct Rules.
-2-