PRICING SUPPLEMENT NO. 28 Rule 424(b)(3)
DATED: July 30, 2002 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: $25,000,000 Floating Rate Notes [x] Book Entry Notes [x]
Original Issue Date: 7/31/2002 Fixed Rate Notes [ ] Certificated Notes [ ]
Maturity Date: 7/31/2003 CUSIP#: 073928XJ7
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: 1.88% Interest Payment Period: Quarterly
Index Maturity: N/A
Spread (plus or minus): -2.87%
+ Prime Rate as reported on Telerate Page 5 under the heading "Bank
Rates/Prime ."
* On the 31st of October, January, April and at Maturity.
The distribution of Notes will conform to the requirements set forth in Rule
2720 of the NASD Conduct Rules.