PRICING SUPPLEMENT NO. 49 Rule 424(b)(3) DATED: January 13, 2003 File No. 333-76894 (To Prospectus dated January 25, 2002, and Prospectus Supplement dated January 25, 2002) $10,006,693,162 THE BEAR STEARNS COMPANIES INC. Medium-Term Notes, Series B Principal Amount: Floating Rate Notes [x] Book Entry Notes [x] $175,000,000 Original Issue Date: Fixed Rate Notes [ ] Certificated Notes [ ] 1/16/2003 Maturity Date: 2/13/2004 CUSIP#: 073928YG2 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): Daily [ ] Treasury Rate Interest Reset Period: Daily [ ] LIBOR Reuters Interest Payment Date(s): * [ ] LIBOR Telerate [x] Prime Rate + [ ] CMT Rate Initial Interest Rate: TBA% Interest Payment Period: Quarterly Index Maturity: N/A Spread (plus or minus): -2.86% + Prime Rate as reported on Telerate Page 5 under the heading "Bank Rates/Prime." * On the 13th of February, May, August, November and at Maturity. The distribution of Notes will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules.