Subject to Completion, Pricing Supplement dated June 23, 1997
PROSPECTUS Dated June 2, 1997 Pricing Supplement No. 6 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-27919
Dated June 2, 1997 June , 1997
Rule 424(b)(3)
$50,000,000
Morgan Stanley, Dean Witter, Discover & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
% EXCHANGEABLE NOTES DUE JULY 31, 2003
Exchangeable For Shares of Common Stock of
General Electric Company
The % Exchangeable Notes due July 31, 2003 (the "Notes"),
are Medium-Term Notes, Series C (Senior Fixed Rate Notes) of Morgan Stanley,
Dean Witter, Discover & Co. (the "Company"), as further described below and in
the Prospectus Supplement under "Description of Notes--Fixed Rate Notes"
and "--Exchangeable Notes." The Notes will bear interest at the rate of %
per annum (the "Stated Coupon Rate") payable semi-annually on January 31
and July 31 of each year (each an "Interest Payment Date") commencing
January 31, 1998. The issue price of each Note will be $ ( % of the
principal amount at maturity) (the "Issue Price"). The Issue Price
represents a yield to maturity of % per annum computed on a semi-annual
bond-equivalent basis based on the Issue Price calculated from the date of
issuance (the "Original Issue Date"). The Notes are issued in minimum
denominations of $1,000 per Note and will mature on July 31, 2003.
On any Exchange Date (as defined herein), the holder of a Note
will have the right (the "Exchange Right"), subject to a prior call of the
Notes for cash by the Company (as described in the immediately succeeding
paragraph) and upon completion by the holder and delivery to the Company and
the Calculation Agent of an Official Notice of Exchange prior to 11:00 a.m.
New York City time on such date, to exchange each $1,000 principal amount of
such Note for shares (the "Exchange Ratio") of the common stock, par
value $0.16 per share ("General Electric Stock"), of General Electric Company
("General Electric"), subject to the Company's right to pay cash in an amount
equal to the Exchange Ratio times the Market Price (as defined herein) of
General Electric Stock on the Exchange Date in lieu of such shares. The
Exchange Ratio will be adjusted for certain corporate events, but will not be
adjusted to take into account the discounted issue price ("Stated OID") of the
Notes. See "Adjustments to Exchange Ratio" in this Pricing Supplement. Upon
any exchange, the holder will not receive any cash payment representing any
accrued Stated OID. Such accrued Stated OID will be deemed paid by the General
Electric Stock or cash received by the holder upon exercise of the Exchange
Right. An Exchange Date will be any NYSE Trading Day (as defined herein) that
falls during the period beginning 90 days after the Original Issue Date and
ending on the day prior to the earliest of the Maturity Date, the Call Date
(as defined below) and, in the event of a call for cash as described under
"Company Exchange Right" herein, the Company Notice Date (as defined herein).
On or after January 3, 2000, the Company may call the Notes, in
whole but not in part, for mandatory exchange into General Electric Stock at
the Exchange Ratio; provided that, if Parity (as defined herein) as
determined on the NYSE Trading Day immediately prior to the Company Notice
Date is less than the applicable Call Price (as defined herein) for such
Company Notice Date, the Company will pay such applicable Call Price in cash
on the date (the "Call Date") not less than 30 nor more than 60 days after the
Company Notice Date, as specified by the Company. If the Notes are so called
for mandatory exchange, the General Electric Stock or cash to be delivered to
holders of Notes will be delivered on the Call Date.
General Electric is neither affiliated with the Company nor
involved in this offering of the Notes. The Market Price of the General
Electric Stock on the date of this Pricing Supplement was $ (the
"Initial Market Price"). See "Historical Information" in this Pricing
Supplement for information on the range of Market Prices for General Electric
Stock.
The Company will cause Parity and any adjustments to the
Exchange Ratio to be determined by the Calculation Agent for The Chase
Manhattan Bank (formerly known as Chemical Bank) as Trustee under the Senior
Debt Indenture.
An investment in the Notes entails risks not associated with
similar investments in a conventional debt security, as described under " Risk
Factors" on PS-6 and PS-7 herein.
Application will be made to list the Notes on the New York
Stock Exchange ("NYSE"). It is not possible to predict whether the Notes will
trade in the secondary market or if such market will be liquid or illiquid.
-------------
PRICE % AND ACCRUED INTEREST
-------------
<TABLE>
<CAPTION>
Price to Public(1) Agent's Commissions(2) Proceeds to Company(1)
<S> <C> <C> <C>
Per Note............. % % %
Total................ $ $ $
</TABLE>
- -------------
(1) Plus accrued interest, if any, from , 1997.
(2) The Company has agreed to indemnify the Agent against certain liabilities,
including liabilities under the Securities Act of 1933.
MORGAN STANLEY DEAN WITTER
(This page intentionally left blank)
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF GENERAL ELECTRIC STOCK.
SPECIFICALLY, THE AGENT MAY OVERALLOT IN CONNECTION WITH THE OFFERING, AND MAY
BID FOR, AND PURCHASE GENERAL ELECTRIC STOCK IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "USE OF PROCEEDS AND HEDGING" AND
"SUPPLEMENTAL INFORMATION CONCERNING PLAN OF DISTRIBUTION."
Capitalized terms not defined herein have the meanings given to such terms in
the accompanying Prospectus Supplement.
Principal Amount.............. $50,000,000
Maturity Date................. July 31, 2003
Stated Coupon Rate............ % per annum
Interest Payment Dates........ January 31 and July 31, beginning January 31,
1998
Specified Currency............ U.S. Dollars
Issue Price................... $ ( % of the principal amount
at maturity)
Original Issue Date
(Settlement Date)............. , 1997
Book Entry Note or Certificated
Note.......................... Book Entry, DTC
Senior Note or Subordinated
Note.......................... Senior
Minimum Denominations......... $1,000
Agent......................... Morgan Stanley & Co. Incorporated
Trustee....................... The Chase Manhattan Bank
Exchange Right................ On any Exchange Date, subject to a prior call
of the Notes for cash by the Company as
described under "Company Exchange Right"
below, the holders of Notes will be entitled
upon (i) completion by the holder and
delivery to the Company and the Calculation
Agent of an Official Notice of Exchange
(in the form of Annex A attached hereto)
prior to 11:00 a.m. New York City time on
such date and (ii) delivery on such date
of such Notes to the Trustee, to exchange
each $1,000 principal amount of Notes for
shares (the "Exchange Ratio") of General
Electric Stock, subject to adjustment as
described under "Adjustments to the
Exchange Ratio" below. Upon any such
exchange, the Company may, at its sole
option, deliver such shares of General
Electric Stock or pay an amount in cash
equal to the Exchange Ratio times the
Market Price of General Electric Stock on
the Exchange Date, as determined by the
Calculation Agent, in lieu of such shares.
Such delivery or payment will be made 3
Business Days after any Exchange Date,
subject to delivery of such Notes to the
Trustee on the Exchange Date. Upon any
exercise of the Exchange Right, holders of
such exchanged Notes shall not be entitled
to receive accrued but unpaid interest
thereon. If any Notes are exchanged after
a record date for the payment of interest
and prior to the next succeeding Interest
Payment Date, such Notes must be
accompanied by funds equal to the interest
payable on such succeeding Interest
Payment Date on the principal amount so
exchanged.
The Company shall, or shall cause the
Calculation Agent to, deliver such shares of
General Electric Stock or cash to the Trustee
for delivery to the holders.
No Fractional Shares ......... If upon any exchange of the Notes the Company
chooses to deliver shares of General Electric
Stock, the Company will pay cash in lieu of
delivering fractional shares of General
Electric Stock in an amount equal to the
corresponding fractional Market Price of
General Electric Stock as determined by the
Calculation Agent on such Exchange Date.
Exchange Ratio................ , subject to adjustment for
certain corporate events. See "Adjustments
to Exchange Ratio" below.
Exchange Date................. Any NYSE Trading Day that falls during the
period beginning 90 days after the Original
Issue Date and ending on the day prior to the
earliest of (i) the Maturity Date, (ii) the
Call Date and (iii) in the event of a call
for cash as described under "Company Exchange
Right" below, the Company Notice Date.
Company Exchange Right ....... On or after January 3, 2000, the Company may
call the Notes, in whole but not in part, for
mandatory exchange into General Electric
Stock at the Exchange Ratio; provided that,
if Parity on the NYSE Trading Day immediately
preceding the Company Notice Date, as
determined by the Calculation Agent, is less
than the applicable Call Price for such
Company Notice Date, the Company will pay
such applicable Call Price in cash on the
Call Date. If the Notes are so called for
mandatory exchange by the Company, then,
unless a holder subsequently exercises the
Exchange Right (the exercise of which will
not be available to the holder following a
call for cash in an amount equal to the
Call Price), the General Electric Stock or
cash to be delivered to holders of Notes
will be delivered on the Call Date fixed
by the Company and set forth in its notice
of mandatory exchange, upon delivery of
such Notes to the Trustee. Upon an
exchange by the Company (whether payment
is to be made in General Electric Stock or
cash), the holder will not receive any
additional cash payment representing any
accrued Stated OID. Such accrued Stated
OID will be deemed paid by the delivery of
General Electric Stock or cash. The
Company shall, or shall cause the
Calculation Agent to, deliver such shares
of General Electric Stock or cash to the
Trustee for delivery to the holders.
On or after the Company Notice Date (other
than with respect to a call of the Notes
for cash by the Company) holders of the
Notes will continue to be entitled to
exercise the Exchange Right and receive
any amounts described under "Exchange
Right" above.
Company Notice Date........... Any NYSE Trading Day on or after January 3,
2000 on which the Company issues its notice
of mandatory exchange.
Parity........................ With respect to any NYSE Trading Day, an
amount equal to the Exchange Ratio times the
Market Price (as defined below) of General
Electric Stock on such NYSE Trading Day.
Call Price.................... The table below shows indicative Call Prices
for each $1,000 principal amount of Notes on
January 3, 2000 and at each January 3
thereafter to and including the Maturity
Date. The Call Price for each $1,000
principal amount of Notes called for
mandatory exchange on Call Dates between such
indicative dates would include an additional
amount reflecting any additional Stated OID
from the next preceding date in the table
through the applicable Call Date at a rate of
% per annum, but will not include any
accrued coupon at the Stated Coupon Rate.
Such additional accreted amount of Stated
OID, as determined by the Calculation Agent,
will be calculated on a semiannual
bond-equivalent basis based on the Call Price
for the immediately preceding Call Date
indicated in the table below.
Call Date Call Price
--------- ----------
January 3, 2000............ $
January 3, 2001............ $
January 3, 2002............ $
January 3, 2003............ $
Maturity................... $
Market Price.................. If General Electric Stock (or any other
security for which a Market Price must be
determined) is listed on a national
securities exchange, is a security of The
Nasdaq National Market ("NASDAQ NMS") or is
included in the OTC Bulletin Board Service
("OTC Bulletin Board") operated by the
National Association of Securities Dealers,
Inc. (the "NASD"), the Market Price for one
share of General Electric Stock (or one unit
of any such other security) on any NYSE
Trading Day means (i) the last reported sale
price, regular way, on such day on the
principal United States securities exchange
registered under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), on
which General Electric Stock (or any other
such security) is listed or admitted to
trading or (ii) if not listed or admitted to
trading on any such securities exchange or if
such last reported sale price is not
obtainable, the last reported sale price on
the over-the-counter market as reported on
the NASDAQ NMS or OTC Bulletin Board on such
day. If the last reported sale price is not
available pursuant to clause (i) or (ii) of
the preceding sentence, the Market Price for
any NYSE Trading Day shall be the mean, as
determined by the Calculation Agent, of the
bid prices for General Electric Stock (or any
such other security) obtained from as many
dealers in such security, but not exceeding
three, as will make such bid prices available
to the Calculation Agent. The term "NASDAQ
NMS security" shall include a security
included in any successor to such system and
the term "OTC Bulletin Board Service" shall
include any successor service thereto.
NYSE Trading Day.............. A day on which trading is generally conducted
in the over-the-counter market for equity
securities in the United States and on the
New York Stock Exchange, as determined by
the Calculation Agent, and on which a
Market Disruption Event (as defined below)
has not occurred.
Calculation Agent............. Morgan Stanley & Co. Incorporated ("MS & Co.")
Because the Calculation Agent is an affiliate
of the Company, potential conflicts of
interest may exist between the Calculation
Agent and the holders of the Notes, including
with respect to certain determinations and
judgments that the Calculation Agent must make
in making adjustments to the Exchange Ratio
or determining the Market Price or whether a
Market Disruption Event has occurred. See
"Adjustment to the Exchange Ratio" and
"Market Disruption Event" below. MS & Co. is
obligated to carry out its duties and
functions as Calculation Agent in good faith
and using its reasonable judgment.
Amount of Stated OID.......... $ per $1,000 principal amount of
Notes.
Risk Factors.................. An investment in the Notes entails
significant risks not associated with similar
investments in a conventional debt security,
including the following:
The yield to maturity is less than would be
payable on a non-exchangeable debt security
if the Company were to issue such a security
at the same time it issues the Notes.
There can be no assurance as to how the Notes
will trade in the secondary market or whether
such market will be liquid or illiquid. The
market value for the Notes will be affected
by a number of factors independent of the
creditworthiness of the Company and the value
of General Electric Stock, including, but not
limited to, the volatility of General
Electric Stock, the dividend rate on General
Electric Stock, market interest and yield
rates and the time remaining to the first
Exchange Date, any Call Date or the maturity
of the Notes. In addition, the value of
General Electric Stock depends on a number of
interrelated factors, including economic,
financial and political events, over which
the Company has no control. The market value
of the Notes is expected to depend primarily
on the extent of the appreciation, if any, of
the Market Price of General Electric Stock
above the Initial Market Price. The price at
which a holder will be able to sell Notes
prior to maturity may be at a discount, which
could be substantial, from the accreted
principal amount thereof, if, at such time,
the Market Price of General Electric Stock is
below, equal to or not sufficiently above the
Initial Market Price. The historical Market
Prices of General Electric Stock should not
be taken as an indication of General Electric
Stock's future performance during the term of
any Note.
The Company is not affiliated with General
Electric and, although the Company as of the
date of this Pricing Supplement does not have
any material non-public information
concerning General Electric, corporate events
of General Electric, including those
described below in "Adjustments to the
Exchange Ratio," are beyond the Company's
ability to control and are difficult to
predict.
General Electric is not involved in the
offering of the Notes and has no obligations
with respect to the Notes, including any
obligation to take the interests of the
Company or of holders of Notes into
consideration for any reason. General
Electric will not receive any of the proceeds
of the offering of the Notes made hereby and
is not responsible for, and has not
participated in, the determination of the
timing of, prices for or quantities of, the
Notes offered hereby.
Because the Calculation Agent is an affiliate
of the Company, potential conflicts of
interest may exist between the Calculation
Agent and the holders of the Notes, including
with respect to certain adjustments to the
Exchange Ratio that may influence the
determination of Parity or of the amount of
stock or cash receivable upon exercise of the
Exchange Right or the Company Exchange Right.
See "Adjustments to the Exchange Ratio" and
"Market Disruption Event."
It is suggested that prospective investors
who consider purchasing the Notes should
reach an investment decision only after
carefully considering the suitability of the
Notes in light of their particular
circumstances.
Investors should also consider the tax
consequences of investing in the Notes. See
"United States Federal Taxation" below.
Adjustments to the Exchange
Ratio......................... The Exchange Ratio will be adjusted as
follows:
1. If General Electric Stock is subject to a
stock split or reverse stock split, then once
such split has become effective, the Exchange
Ratio will be adjusted to equal the product
of the prior Exchange Ratio and the number of
shares issued in such stock split or reverse
stock split with respect to one share of
General Electric Stock.
2. If General Electric Stock is subject to a
stock dividend (issuance of additional shares
of General Electric Stock) that is given
ratably to all holders of shares of General
Electric Stock, then once the dividend has
become effective and General Electric Stock
is trading ex-dividend, the Exchange Ratio
will be adjusted so that the new Exchange
Ratio shall equal the prior Exchange Ratio
plus the product of (i) the number of shares
issued with respect to one share of General
Electric Stock and (ii) the prior Exchange
Ratio.
3. There will be no adjustments to the
Exchange Ratio to reflect cash dividends or
other distributions paid with respect to
General Electric Stock other than
distributions described in paragraph 6 below
and Extraordinary Dividends as described
below. A cash dividend or other distribution
with respect to General Electric Stock will
be deemed to be an "Extraordinary Dividend"
if such dividend or other distribution
exceeds the immediately preceding non-
Extraordinary Dividend for General
Electric Stock by an amount equal to at
least 10% of the Market Price of General
Electric Stock on the NYSE Trading Day
preceding the ex-dividend date for the
payment of such Extraordinary Dividend
(the "ex-dividend date"). If an
Extraordinary Dividend occurs with respect
to General Electric Stock, the Exchange
Ratio with respect to General Electric
Stock will be adjusted on the ex-dividend
date with respect to such Extraordinary
Dividend so that the new Exchange Ratio
will equal the product of (i) the then
current Exchange Ratio and (ii) a
fraction, the numerator of which is the
Market Price on the NYSE Trading Day
preceding the ex-dividend date, and the
denominator of which is the amount by
which the Market Price on the NYSE Trading
Day preceding the ex-dividend date exceeds
the Extraordinary Dividend Amount. The
"Extraordinary Dividend Amount" with
respect to an Extraordinary Dividend for
General Electric Stock will equal (i) in
the case of cash dividends or other
distributions that constitute quarterly
dividends, the amount per share of such
Extraordinary Dividend minus the amount
per share of the immediately preceding
non-Extraordinary Dividend for General
Electric Stock or (ii) in the case of cash
dividends or other distributions that do
not constitute quarterly dividends, the
amount per share of such Extraordinary
Dividend. To the extent an Extraordinary
Dividend is not paid in cash, the value of
the non-cash component will be determined
by the Calculation Agent, whose
determination shall be conclusive. A
distribution on the General Electric Stock
described in paragraph 6 below that also
constitutes an Extraordinary Dividend
shall only cause an adjustment to the
Exchange Ratio pursuant to paragraph 6.
4. If General Electric is being liquidated or
is subject to a proceeding under any
applicable bankruptcy, insolvency or other
similar law, the Notes will continue to be
exchangeable into General Electric Stock so
long as a Market Price for General Electric
Stock is available. If a Market Price is no
longer available for General Electric Stock
for whatever reason, including the
liquidation of General Electric or the
subjection of General Electric to a
proceeding under any applicable
bankruptcy, insolvency or other similar
law, then the value of General Electric
Stock will equal zero for so long as no
Market Price is available.
5. If there occurs any reclassification or
change of General Electric Stock, or if
General Electric has been subject to a
merger, combination or consolidation and
is not the surviving entity, or if there
occurs a sale or conveyance to another
corporation of the property and assets of
General Electric as an entirety or
substantially as an entirety, in each case
as a result of which the holders of
General Electric Stock shall be entitled
to receive stock, other securities or
other property or assets (including cash)
with respect to or in exchange for such
General Electric Stock, then the holders
of the Notes then outstanding will be
entitled thereafter to exchange such Notes
into the kind and amount of shares of
stock, other securities or other property
or assets that they would have owned or
been entitled to receive upon such
reclassification, change, merger,
combination, consolidation, sale or
conveyance had such holders exchanged such
Notes for General Electric Stock
immediately prior to any such corporate
event. At such time, no adjustment will
be made to the Exchange Ratio of General
Electric Stock.
6. If General Electric issues to all of its
shareholders equity securities of an issuer
other than General Electric (other than in a
transaction described in paragraph 5 above),
then the holders of the Notes then
outstanding will be entitled to receive such
new equity securities upon exchange of such
Notes. The Exchange Ratio for such new
equity securities will equal the product of
the Exchange Ratio in effect for General
Electric Stock at the time of the issuance
of such new equity securities times the
number of shares of the new equity securities
issued with respect to one share of General
Electric Stock.
No adjustments to the Exchange Ratio will be
required unless such adjustment would require
a change of at least 0.1% in the Exchange
Ratio then in effect. The Exchange Ratio
resulting from any of the adjustments
specified above will be rounded to the
nearest one thousandth with five
ten-thousandths being rounded upward.
No adjustments to the Exchange Ratio will be
made other than those specified above. The
adjustments specified above do not cover all
events that could affect the Market Price of
the General Electric Stock.
The Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to the
Exchange Ratio and of any related
determinations and calculations with
respect to any distributions of stock,
other securities or other property or
assets (including cash) in connection with
any corporate event described in paragraph
5 or 6 above, and its determinations and
calculations with respect thereto shall be
conclusive.
The Calculation Agent will provide
information as to any adjustments to the
Exchange Ratio upon written request by any
holder of the Notes.
Market Disruption Event....... "Market Disruption Event" means, with respect
to General Electric Stock:
(i) a suspension, absence or material
limitation of trading of General Electric
Stock on the primary market for General
Electric Stock for more than two hours of
trading or during the one-half hour period
preceding the close of trading in such
market; or the suspension or material
limitation on the primary market for
trading in options contracts related to
General Electric Stock, if available,
during the one-half hour period preceding
the close of trading in the applicable
market, in each case as determined by the
Calculation Agent in its sole discretion;
and
(ii) a determination by the Calculation
Agent in its sole discretion that the
event described in clause (i) above
materially interfered with the ability of
the Company or any of its affiliates to
unwind all or a material portion of the
hedge with respect to the Notes.
For purposes of determining whether a Market
Disruption Event has occurred: (1) a
limitation on the hours or number of days of
trading will not constitute a Market
Disruption Event if it results from an
announced change in the regular business
hours of the relevant exchange, (2) a
decision to permanently discontinue trading
in the relevant contract will not constitute
a Market Disruption Event, (3) limitations
pursuant to New York Stock Exchange Rule 80A
(or any applicable rule or regulation enacted
or promulgated by the New York Stock
Exchange, any other self-regulatory
organization or the Securities and Exchange
Commission of similar scope as determined by
the Calculation Agent) on trading during
significant market fluctuations shall
constitute a Market Disruption Event, (4) a
suspension of trading in an options contract
on General Electric Stock by the primary
securities market trading in such options, if
available, by reason of (x) a price change
exceeding limits set by such securities
exchange or market, (y) an imbalance of orders
relating to such contracts or (z) a disparity
in bid and ask quotes relating to such
contracts will constitute a suspension or
material limitation of trading in options
contracts related to General Electric Stock
and (5) a "suspension, absence or material
limitation of trading" on the primary
securities market on which options contracts
related to General Electric Stock are traded
will not include any time when such
securities market is itself closed for
trading under ordinary circumstances.
General Electric Stock;
Public Information............ General Electric is a large and diversified
industrial corporation. General Electric
engages in developing, manufacturing and
marketing a variety of products for the
generation, transmission, distribution,
control and utilization of electricity.
General Electric Stock is registered under
the Exchange Act. Companies with securities
registered under the Exchange Act are
required to file periodically certain
financial and other information specified by
the Securities and Exchange Commission (the
"Commission"). Information provided to or
filed with the Commission can be inspected
and copied at the public reference facilities
maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C.
20549 or at its Regional Offices located at
Suite 1400, Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661 and at Seven
World Trade Center, 13th Floor, New York, New
York 10048, and copies of such material can
be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
In addition, information provided to or filed
with the Commission electronically can be
accessed through a Website maintained by the
Commission. The address of the Commission's
Website is http:/www.sec.gov. Information
provided to or filed with the Commission by
General Electric pursuant to the Exchange Act
of 1934 can be located by reference to
Commission file number 1-35. In addition,
information regarding General Electric may be
obtained from other sources including, but
not limited to, press releases, newspaper
articles and other publicly disseminated
documents. The Company makes no
representation or warranty as to the accuracy
or completeness of such reports.
THIS PRICING SUPPLEMENT RELATES ONLY TO THE
NOTES OFFERED HEREBY AND DOES NOT RELATE TO
GENERAL ELECTRIC STOCK OR OTHER SECURITIES OF
GENERAL ELECTRIC. ALL DISCLOSURES CONTAINED
IN THIS PRICING SUPPLEMENT REGARDING GENERAL
ELECTRIC ARE DERIVED FROM THE PUBLICLY
AVAILABLE DOCUMENTS DESCRIBED IN THE
PRECEDING PARAGRAPH. NEITHER THE COMPANY NOR
THE AGENT HAS PARTICIPATED IN THE PREPARATION
OF SUCH DOCUMENTS OR MADE ANY DUE DILIGENCE
INQUIRY WITH RESPECT TO GENERAL ELECTRIC IN
CONNECTION WITH THE OFFERING OF THE NOTES.
NEITHER THE COMPANY NOR THE AGENT MAKES ANY
REPRESENTATION THAT SUCH PUBLICLY AVAILABLE
DOCUMENTS OR ANY OTHER PUBLICLY AVAILABLE
INFORMATION REGARDING GENERAL ELECTRIC ARE
ACCURATE OR COMPLETE. FURTHERMORE, THERE CAN
BE NO ASSURANCE THAT ALL EVENTS OCCURRING
PRIOR TO THE DATE HEREOF (INCLUDING EVENTS
THAT WOULD AFFECT THE ACCURACY OR
COMPLETENESS OF THE PUBLICLY AVAILABLE
DOCUMENTS DESCRIBED IN THE PRECEDING
PARAGRAPH) THAT WOULD AFFECT THE TRADING
PRICE OF GENERAL ELECTRIC STOCK (AND
THEREFORE THE INITIAL MARKET PRICE AND THE
EXCHANGE RATIO) HAVE BEEN PUBLICLY DISCLOSED.
SUBSEQUENT DISCLOSURE OF ANY SUCH EVENTS OR
THE DISCLOSURE OF OR FAILURE TO DISCLOSE
MATERIAL FUTURE EVENTS CONCERNING GENERAL
ELECTRIC COULD AFFECT THE VALUE RECEIVED ON
ANY EXCHANGE DATE OR CALL DATE WITH RESPECT
TO THE NOTES AND THEREFORE THE TRADING PRICES
OF THE NOTES.
NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES
MAKES ANY REPRESENTATION TO ANY PURCHASER OF
NOTES AS TO THE PERFORMANCE OF GENERAL
ELECTRIC STOCK.
The Company or its affiliates may presently
or from time to time engage in business with
General Electric including extending loans
to, or making equity investments in, General
Electric or providing advisory services to
General Electric, including merger and
acquisition advisory services. In the course
of such business, the Company or its
affiliates may acquire non-public information
with respect to General Electric and, in
addition, one or more affiliates of the
Company may publish research reports with
respect to General Electric. The statement
in the preceding sentence is not intended to
affect the rights of holders of the Notes
under the securities laws. Any prospective
purchaser of a Note should undertake an
independent investigation of General Electric
as in its judgment is appropriate to make an
informed decision with respect to an
investment in General Electric Stock.
Historical Information........ The following table sets forth the high and
low Market Price during 1994, 1995, 1996 and
during 1997 through June 20, 1997. The
Market Price on June 20, 1997 was $67(7)/(8).
The Market Prices listed below were obtained
from Bloomberg Financial Markets. The
Company believes all such information to be
accurate. The historical prices of General
Electric Stock should not be taken as an
indication of future performance, and no
assurance can be given that the price of
General Electric Stock will increase
sufficiently to cause the beneficial owners
of the Notes to receive an amount in excess
of the principal amount on any Exchange Date
or Call Date.
Dividends
General Electric High Low per Share
---------------- ---- --- ---------
(CUSIP # 36960410)
1994
First Quarter..... $27 7/16 $24 11/16 $.18
Second Quarter.... 25 1/16 22 7/8 .18
Third Quarter..... 25 11/16 23 3/16 .18
Fourth Quarter.... 25 13/16 22 13/16 .18
1995
First Quarter..... 27 11/16 25 1/8 .205
Second Quarter.... 29 9/16 26 15/16 .205
Third Quarter..... 32 3/16 28 17/32 .205
Fourth Quarter.... 36 5/16 31 1/16 .205
1996
First Quarter..... 39 7/8 35 1/8 .23
Second Quarter.... 43 7/8 37 11/16 .23
Third Quarter..... 45 3/4 39 11/16 .23
Fourth Quarter.... 52 1/2 45 5/16 .23
1997
First Quarter..... 53 3/4 48 13/16 .26
Second Quarter (through
June 20, 1997)... 67 7/8 48 7/8 .26
Historical prices have been adjusted for two
2 for 1 stock splits of General Electric
Stock, which became effective in the second
quarter of 1994 and the second quarter of
1997, respectively.
The Company makes no representation as to the
amount of dividends, if any, that General
Electric will pay in the future. In any
event, holders of the Notes will not be
entitled to receive dividends, if any, that
may be payable on General Electric Stock.
Use of Proceeds and Hedging... The net proceeds to be received by the
Company from the sale of the Notes will be
used for general corporate purposes and, in
part, by the Company or one or more of its
affiliates in connection with hedging the
Company's obligations under the Notes. See
also "Use of Proceeds" in the accompanying
Prospectus.
On or prior to the date of this Pricing
Supplement, the Company, through its
subsidiaries and others, may hedge its
anticipated exposure in connection with the
Notes by taking positions in General Electric
Stock, in options contracts on General
Electric Stock listed on major securities
markets or positions in any other instruments
that it may wish to use in connection with
such hedging. In the event that the Company
pursues such a hedging strategy, the price at
which the Company is able to purchase such
positions may be a factor in determining the
Exchange Ratio. Purchase activity could
potentially increase the prices of General
Electric Stock, and therefore effectively
increase the level to which General Electric
Stock must rise before a holder of a Note
will receive more than the accreted principal
amount on any Exchange Date or Call Date.
Although the Company has no reason to believe
that its hedging activity will have a
material impact on the price of General
Electric Stock or such options, there can be
no assurance that the Company will not affect
such prices as a result of its hedging
activities. The Company, through its
subsidiaries, is likely to modify its hedge
position throughout the life of the Notes by
purchasing and selling the securities and
instruments listed above and other available
securities and instruments.
Supplemental Information
Concerning Plan of
Distribution.................. In order to facilitate the offering of the
Notes, the Agent may engage in transactions
that stabilize, maintain or otherwise affect
the price of the Notes or the General
Electric Stock. Specifically, the Agent may
overallot in connection with the offering,
creating a short position in the Notes for
its own account. In addition, to cover
allotments or to stabilize the price of the
Notes, the Agent may bid for, and purchase,
the Notes or the General Electric Stock in
the open market. See "Use of Proceeds and
Hedging" above.
The Notes may be offered to investors outside
the United States. The Agent has further
agreed that any offers and sales made outside
the United States will be made in compliance
with any selling restrictions applicable in
the jurisdictions where such offers and sales
are made.
United States Federal Taxation The Notes are Optionally Exchangeable Notes
and investors should refer to the discussion
under "United States Federal
Taxation--Notes--Optionally Exchangeable
Notes" in the accompanying Prospectus
Supplement. In connection with the
discussion thereunder, the Company has
determined that the "comparable yield" is an
annual rate of %, compounded semi-
annually. Based on the Company's
determination of the comparable yield, the
"projected payment schedule" for a Note
(assuming a par amount of $1,000 or with
respect to each integral multiple thereof)
consists of the semi-annual coupon
payments and an additional projected
amount due at maturity, equal to $ (the
"Projected Amount").
THE COMPARABLE YIELD, THE PROJECTED PAYMENT
SCHEDULE AND THE PROJECTED AMOUNT ARE NOT
PROVIDED FOR ANY PURPOSE OTHER THAN THE
DETERMINATION OF UNITED STATES HOLDERS'
INTEREST ACCRUALS AND ADJUSTMENTS IN RESPECT
OF THE NOTES, AND THE COMPANY MAKES NO
REPRESENTATION REGARDING THE ACTUAL AMOUNTS
OF THE PAYMENTS ON A NOTE.
ANNEX A
OFFICIAL NOTICE OF EXCHANGE
Dated: [At least 90 days after the Original Issue Date]
Morgan Stanley, Dean Witter, Discover & Co.
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. Incorporated, as
Calculation Agent
1585 Broadway
New York, New York 10036
Fax No.: (212) 761-0674
(Attn: Lily Lam)
Dear Sirs:
The undersigned holder of the Medium Term Notes, Series C,
Senior Fixed Rate Notes due July 31, 2003 (Exchangeable for Shares of Common
Stock of General Electric Company) of Morgan Stanley, Dean Witter, Discover
& Co. (the "Notes") hereby irrevocably elects to exercise with respect to the
principal amount of the Notes indicated below, as of the date hereof (or, if
this letter is received after 11:00 a.m. on any NYSE Trading Day, as of the
next NYSE Trading Day, provided that such day is prior to the earliest of (i)
July 31, 2003, (ii) the Call Date and (iii) in the event of a call for cash,
the Company Notice Date), the Exchange Right as described in Pricing
Supplement No. 6 dated June , 1997 (the "Pricing Supplement") to the
Prospectus Supplement dated June 2, 1997 and the Prospectus dated June 2, 1997
related to Registration Statement No. 333-27919. Capitalized terms not
defined herein have the meanings given to such terms in the Pricing
Supplement. Please date and acknowledge receipt of this notice in the place
provided below on the date of receipt, and fax a copy to the fax number
indicated, whereupon the Company will deliver, at its sole option, shares of
the Common Stock of General Electric or cash 3 Business Days after the
Exchange Date in accordance with the terms of the Notes, as described in the
Pricing Supplement.
Very truly yours,
------------------------------------
[Name of Holder]
By:
---------------------------------
[Title]
------------------------------------
[Fax No.]
$
----------------------------------
Principal Amount of Notes
surrendered for exchange
Receipt of the above Official
Notice of Exchange is hereby acknowledged
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO., as Issuer
MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By:
-------------------------------------
Title:
Date and time of acknowledgment
--------
