<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) :
October 26, 1999
-------------------------------------------------------------------------------
West Penn Funding LLC
--------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------------------------------------------------------------------
(State or other jurisdiction of incorporation)
333-79619 25-1843349
- ------------------------------- ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
2325B-2 Renaissance Drive, Las Vegas, Nevada 89119
- --------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
(702) 895-6752
---------------------------------------------------
(Registrant's Telephone Number)
<PAGE> 2
2
Item 5. Other Events.
The Registrant registered issuances of Transition Bonds on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, as
amended, by a Registration Statement on Form S-3 (Registration File No.
333-79619). Pursuant to a base prospectus, dated November 3, 1999, and a
prospectus supplement, dated November 3, 1999, the Registrant plans to issue
approximately $600,000,000 in aggregate principal amount of its Transition
Bonds, Series 1999-A, on or about November 16, 1999. This Current Report on Form
8-K discloses the use of Computational Materials (as defined in the Kidder
Peabody Acceptance Corporation I, SEC No-Action Letter, available May 24, 1994)
by the underwriters in connection with the offering of the Transition Bonds,
Series 1999-A. These Computational Materials are filed as Exhibit 99.
Item 7(c). Exhibits
99. Computational Materials as prepared by the underwriters in connection
with the offering of the Transition Bonds, Series 1999-A.
<PAGE> 3
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
WEST PENN FUNDING LLC
Date: November 12, 1999 By: /s/ Kristine Eppes
Name: Kristine Eppes
Title: Vice President and Assistant Secretary
<PAGE> 4
4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
99 Computational Materials as prepared by the underwriters in
connection with the offering of the Transition Bonds.
</TABLE>
<PAGE> 1
- --------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER [GRAPHIC OF CONTINENTS] [LOGO] OCTOBER 26, 1999
Securitized Products Group
- --------------------------------------------------------------------------------
COMPUTATIONAL MATERIALS
[LOGO]
WEST PENN FUNDING LLC
$600,000,000
TRANSITION BONDS SERIES 1999-A
------------------------------------------
NOTE: REDS ARE CURRENTLY AVAILABLE.
WEBSITE AVAILABLE AT: www.alleghenyenergy.com
BLOOMBERG ROADSHOW: TYPE MSRD <<go>>, THEN FOLLOW THE MENUS
------------------------------------------
INVESTOR CONFERENCE CALLS:
FITCH IBCA, THURSDAY, OCTOBER 28, 2:30 PM
STANDARD & POORS, MONDAY, NOVEMBER 1, 2:00 PM
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by WEST PENN
POWER COMPANY with respect to the expected characteristics of the intangible
transition property securing these securities. The actual characteristics and
performance of the intangible transition property will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS TO
THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR
THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and all
liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the intangible transition property contained
herein, shall be deemed superseded, amended and supplemented in their entirety
by such Prospectus and Prospectus Supplement. To Our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited, a
member of the Securities and Futures Authority, and Morgan Stanley Japan Ltd. We
recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY
THE U.K. SECURITIES AND FUTURES AUTHORITY.
<PAGE> 2
- --------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER [GRAPHIC OF CONTINENTS] [LOGO] OCTOBER 26, 1999
Securitized Products Group
- --------------------------------------------------------------------------------
$600 MILLION WEST PENN FUNDING LLC TRANSITION BONDS, SERIES 1999-A
WEST PENN POWER COMPANY
(SERVICER)
TRANSACTION HIGHLIGHTS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Expected
Ratings Average Principal Expected
Tranche (Moody's/S&P/ Life/Modified Payment Expected Legal
Class Size Type Fitch) Duration Window Final Final
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A-1 $ 74,000,000 Sequential Aaa/AAA/AAA 1.0 yrs./0.9 yrs. 16 months 6/25/01 6/25/03
- --------------------------------------------------------------------------------------------------------------
A-2 172,000,000 Sequential Aaa/AAA/AAA 3.0 yrs./2.6 yrs. 31 months 12/26/03 12/26/05
- --------------------------------------------------------------------------------------------------------------
A-3 198,000,000 Sequential Aaa/AAA/AAA 5.5 yrs./4.4 yrs. 34 months 9/25/06 9/25/08
- --------------------------------------------------------------------------------------------------------------
A-4 156,000,000 Sequential Aaa/AAA/AAA 7.8 yrs./5.8 yrs. 22 months 6/25/08 12/26/08
- --------------------------------------------------------------------------------------------------------------
</TABLE>
BOOK-RUNNING MANAGER: MORGAN STANLEY DEAN WITTER
CO-MANAGERS: Goldman, Sachs & Co., Banc of America Securities LLC,
PNC Capital Markets, Pryor, McClendon, Counts & Co.,
Inc.
EXPECTED PRICING: November 3, 1999. Transition Bonds priced to maturity
EXPECTED SETTLEMENT: November 16, 1999, settling flat through DTC, Cedel
and Euroclear
INTEREST PAYMENTS: Quarterly, on the 25th of each March, June,
September, and on the 26th of each December
PRINCIPAL PAYMENTS: Quarterly, on the 25th of each March, June,
September, and on the 26th of each December
FIRST INTEREST PAYMENT: March 27, 2000
FIRST PRINCIPAL PAYMENT: March 27, 2000
DAY COUNT BASIS: 90/360
CREDIT ENHANCEMENT: (i) Mandatory true-up mechanism - enables rates
charged to customers to be adjusted to cover
scheduled debt service, pay expenses, fund
overcollateralization and replenish capital
subaccount
(ii) Capital subaccount (upfront deposit of 0.5%
of initial aggregate principal balance)
(iii) Overcollateralization subaccount: 0.5% of
initial aggregate principal balance
(initially $0, funded in equal increments of
$88,235 over life of Transition Bonds,
reaching an aggregate balance of $3,000,000)
TRUE-UP ADJUSTMENTS: TRUE-UP FREQUENCY ADJUSTMENT DATES
Annually 1/1/01 - 1/1/07
Quarterly 1/1/08 & 4/1/08
Monthly 7/1/08 - 11/1/08
OPTIONAL CLEAN-UP CALL: 5% of initial aggregate principal balance
ERISA ELIGIBILITY: All classes, subject to applicable ERISA exemptions
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by WEST PENN
POWER COMPANY with respect to the expected characteristics of the intangible
transition property securing these securities. The actual characteristics and
performance of the intangible transition property will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS TO
THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR
THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and all
liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the intangible transition property contained
herein, shall be deemed superseded, amended and supplemented in their entirety
by such Prospectus and Prospectus Supplement. To Our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited, a
member of the Securities and Futures Authority, and Morgan Stanley Japan Ltd. We
recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY
THE U.K. SECURITIES AND FUTURES AUTHORITY.
<PAGE> 3
- --------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER [GRAPHIC OF CONTINENTS] [LOGO] OCTOBER 26, 1999
Securitized Products Group
- --------------------------------------------------------------------------------
PROJECTED TRANSITION BOND AMORTIZATION SCHEDULE
West Penn will file true-up requests with the PPUC to adjust ITCs so that the
actual class balance matches the projected class balance by the appropriate
payment date.
<TABLE>
<CAPTION>
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4
- ----------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
Issuance Date 74,000,000 172,000,000 198,000,000 156,000,000
3/25/00 64,378,314 172,000,000 198,000,000 156,000,000
6/25/00 50,629,068 172,000,000 198,000,000 156,000,000
9/25/00 38,444,266 172,000,000 198,000,000 156,000,000
12/25/00 25,860,734 172,000,000 198,000,000 156,000,000
3/25/01 11,044,364 172,000,000 198,000,000 156,000,000
6/25/01 - 168,579,416 198,000,000 156,000,000
9/25/01 - 155,497,629 198,000,000 156,000,000
12/25/01 - 142,022,312 198,000,000 156,000,000
3/25/02 - 124,692,669 198,000,000 156,000,000
6/25/02 - 106,277,673 198,000,000 156,000,000
9/25/02 - 89,309,805 198,000,000 156,000,000
12/25/02 - 71,857,039 198,000,000 156,000,000
3/25/03 - 51,921,758 198,000,000 156,000,000
6/25/03 - 32,361,593 198,000,000 156,000,000
9/25/03 - 14,249,390 198,000,000 156,000,000
12/25/03 - - 193,630,957 156,000,000
3/25/04 - - 173,657,274 156,000,000
6/25/04 - - 154,713,173 156,000,000
9/25/04 - - 137,390,527 156,000,000
12/25/04 - - 119,585,421 156,000,000
3/25/05 - - 100,095,649 156,000,000
6/25/05 - - 81,436,488 156,000,000
9/25/05 - - 64,003,474 156,000,000
12/25/05 - - 46,095,821 156,000,000
3/25/06 - - 26,177,029 156,000,000
6/25/06 - - 6,689,391 156,000,000
9/25/06 - - - 144,393,809
12/25/06 - - - 125,623,469
3/25/07 - - - 104,770,621
6/25/07 - - - 84,216,691
9/25/07 - - - 64,777,621
12/25/07 - - - 44,826,153
3/25/08 - - - 22,527,096
6/25/08 - - - -
</TABLE>
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by WEST PENN
POWER COMPANY with respect to the expected characteristics of the intangible
transition property securing these securities. The actual characteristics and
performance of the intangible transition property will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS TO
THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR
THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and all
liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the intangible transition property contained
herein, shall be deemed superseded, amended and supplemented in their entirety
by such Prospectus and Prospectus Supplement. To Our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited, a
member of the Securities and Futures Authority, and Morgan Stanley Japan Ltd. We
recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY
THE U.K. SECURITIES AND FUTURES AUTHORITY.
<PAGE> 4
- --------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER [GRAPHIC OF CONTINENTS] [LOGO] OCTOBER 26, 1999
Securitized Products Group
- --------------------------------------------------------------------------------
DECREMENT TABLE TO MATURITY
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4
--------- --------- --------- ---------
DISTRIBUTION DATE % % % %
<S> <C> <C> <C> <C>
Issuance Date 100 100 100 100
3/25/00 87 100 100 100
6/25/00 68 100 100 100
9/25/00 52 100 100 100
12/25/00 35 100 100 100
3/25/01 15 100 100 100
6/25/01 - 98 100 100
9/25/01 - 90 100 100
12/25/01 - 83 100 100
3/25/02 - 72 100 100
6/25/02 - 62 100 100
9/25/02 - 52 100 100
12/25/02 - 42 100 100
3/25/03 - 30 100 100
6/25/03 - 19 100 100
9/25/03 - 8 100 100
12/25/03 - - 98 100
3/25/04 - - 88 100
6/25/04 - - 78 100
9/25/04 - - 69 100
12/25/04 - - 60 100
3/25/05 - - 51 100
6/25/05 - - 41 100
9/25/05 - - 32 100
12/25/05 - - 23 100
3/25/06 - - 13 100
6/25/06 - - 3 100
9/25/06 - - - 93
12/25/06 - - - 81
3/25/07 - - - 67
6/25/07 - - - 54
9/25/07 - - - 42
12/25/07 - - - 29
3/25/08 - - - 14
6/25/08 - - - -
</TABLE>
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by WEST PENN
POWER COMPANY with respect to the expected characteristics of the intangible
transition property securing these securities. The actual characteristics and
performance of the intangible transition property will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS TO
THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR
THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and all
liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the intangible transition property contained
herein, shall be deemed superseded, amended and supplemented in their entirety
by such Prospectus and Prospectus Supplement. To Our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited, a
member of the Securities and Futures Authority, and Morgan Stanley Japan Ltd. We
recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY
THE U.K. SECURITIES AND FUTURES AUTHORITY.
<PAGE> 5
- --------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER [GRAPHIC OF CONTINENTS] [LOGO] OCTOBER 26, 1999
Securitized Products Group
- --------------------------------------------------------------------------------
AVERAGE LIFE SENSITIVITY TO DECREASES IN FORECASTED SALES
The following table highlights the sensitivity of the average lives of the
various classes to decreases in forecasted sales.
<TABLE>
<CAPTION>
TARGETED ANNUAL DECLINES IN FORECASTED ENERGY CONSUMPTION
CLASS AVG. LIFE 0% 5% 10% 15%
<S> <C> <C> <C> <C> <C>
A-1 1.0 yr. 1.0 yr. 1.0 yr. 1.1 yr. 1.2 yr.
A-2 3.0 3.0 3.0 3.1 3.2
A-3 5.5 5.5 5.5 5.6 5.7
A-4 7.8 7.8 7.8 7.8 7.9
</TABLE>
This information has been prepared in connection with the issuance of the
securities described herein, and is based on information provided by WEST PENN
POWER COMPANY with respect to the expected characteristics of the intangible
transition property securing these securities. The actual characteristics and
performance of the intangible transition property will differ from the
assumptions used in preparing these materials, which are hypothetical in nature.
Changes in the assumptions may have a material impact on the information set
forth in these materials. No representation is made that any performance or
return indicated herein will be achieved. This information may not be used or
otherwise disseminated in connection with the offer or sale of these or any
other securities, except in connection with the initial offer or sale of these
securities to you to the extent set forth below. NO REPRESENTATION IS MADE AS TO
THE APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR
THE ASSUMPTIONS ON WHICH THEY ARE BASED. The underwriters disclaim any and all
liability relating to this information, including without limitation, any
express or implied representations and warranties for, statements contained in,
and omissions from this information. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS AND PROSPECTUS
SUPPLEMENT PREPARED BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED IN THESE MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. ANY CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND
PROSPECTUS SUPPLEMENT. In the event of any such offering, these materials,
including any description of the intangible transition property contained
herein, shall be deemed superseded, amended and supplemented in their entirety
by such Prospectus and Prospectus Supplement. To Our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited, a
member of the Securities and Futures Authority, and Morgan Stanley Japan Ltd. We
recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY
THE U.K. SECURITIES AND FUTURES AUTHORITY.
