PRICING SUPPLEMENT NO. 5 Rule 424(b)(3) DATED: May 19, 2003 File No. 333-104455 (To Prospectus dated April 24, 2003, and Prospectus Supplement dated April 24, 2003) $10,227,293,162 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: 5/22/2003 Fixed Rate Notes [ ] Certificated Notes [ ] Maturity Date: 5/22/2006 CUSIP#: 073928ZM8 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: 1.5% Interest Payment Period: Quarterly Index Maturity: Three Months Spread (plus or minus): +0.22% * On the 22nd of each August, November, February and May prior to Maturity. ** On the 22nd of each August, November, February and May, including the maturity date. The distribution of Notes will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules.