PROSPECTUS Dated June 2, 1997 Pricing Supplement No. 6 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-27919
Dated June 2, 1997 July 1, 1997
Rule 424(b)(3)
$100,000,000
Morgan Stanley, Dean Witter, Discover & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
1.5% EXCHANGEABLE NOTES DUE JULY 31, 2003
Exchangeable For Shares of Common Stock of
General Electric Company
The 1.5% Exchangeable Notes due July 31, 2003 (the "Notes"),
are Medium-Term Notes, Series C (Senior Fixed Rate Notes) of Morgan
aStanley, 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 1.5% 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 $917.43
(91.743% of the principal amount at maturity) (the "Issue Price"). The
Issue Price, together with interest at the Stated Coupon Rate, represents a
yield to maturity of 3.0% 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"), subject to a call of the Notes by the
Company (as described below). The Notes are issued in minimum
denominations of $1,000 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 11.8248 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 accrual of the original issue discount
("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 October 9, 1997 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 $66.50 (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.
The Notes have been approved for listing on the New York
Stock Exchange ("NYSE"), subject to official notice of issuance. The NYSE
symbol for the Notes is "MSGE 03." 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 91.743% AND ACCRUED INTEREST
------------
<TABLE>
<CAPTION>
Price to Public(1) Agent's Commissions(2) Proceeds to Company(1)
------------------ ---------------------- ----------------------
<S> <C> <C> <C>
Per Note......... 91.743% 0.50% 91.243%
Total............ $91,743,000.00 $500,000.00 $91,243,000.00
</TABLE>
(1) Plus accrued interest, if any, from July 9, 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.............. $100,000,000
Maturity Date................. July 31, 2003
Stated Coupon Rate............ 1.5% per annum
Interest Payment Dates........ January 31 and July 31, beginning January 31,
1998
Specified Currency............ U.S. Dollars
Issue Price................... $917.43 (91.743% of the principal amount at
maturity)
Original Issue Date
(Settlement Date)........... July 9, 1997
CUSIP......................... 617446CN7
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 in an amount equal to
the Call Price 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 11.8248 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................ 11.8248, 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 October 9, 1997 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 Stated OID accrued from the
next preceding date in the table through the
applicable Call Date at a rate of 1.4269% per
annum, but will not include any accrued
coupon at the Stated Coupon Rate. Such
additional accreted amount of Stated OID will
be determined by the Calculation Agent and
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................. $ 950.40
January 3, 2001................. $ 964.01
January 3, 2002................. $ 977.82
January 3, 2003................. $ 991.82
Maturity........................ $1,000.00
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.......... $82.57 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.
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, absence 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.
Alternate Exchange Calculation
in case of an Event of
Default....................... In case an Event of Default with respect to
the Notes shall have occurred and be
continuing, the amount declared due and
payable upon any acceleration of any Note
shall be determined by MS & Co, as
Calculation Agent, and shall be equal to the
Issue Price of a Note plus the accrued Stated
OID and any accrued interest at the Stated
Coupon Rate to but not including the date of
acceleration; provided that if (x) the holder
of a Note has submitted an Official Notice of
Exchange to the Issuer in accordance with the
Exchange Right or (y) the Issuer has called
the Notes, other than a call for cash, in
accordance with the Company Exchange Right,
the amount declared due and payable upon any
such acceleration shall be an amount in cash
for each $1,000 principal amount of a Note
equal to the Exchange Ratio times the Market
Price of one share of General Electric Stock,
determined by the Calculation Agent as of the
Exchange Date or as of the date of
acceleration, respectively, and shall not
include any accrued Stated OID or any accrued
and unpaid interest thereon; provided further
that if the Issuer has called the Notes for
cash in an amount equal to the Call Price, in
accordance with the Company Exchange Right,
the amount declared due and payable upon any
such acceleration shall be an amount in cash
for each $1,000 principal amount of a Note
equal to the applicable Call Price. See
"Call Price" above.
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 July 1, 1997. The Market
Price on July 1, 1997 was $66.50. 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... 67 7/8 48 7/8 .26
Third Quarter
(through
July 1, 1997) ... 66 1/2 66 1/2 --
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 the date of this Pricing Supplement, the
Company, through its subsidiaries and others,
hedged its anticipated exposure in connection
with the Notes by taking positions in General
Electric Stock and other instruments in
connection with such hedging. Such hedging
was carried out in a manner designed to
minimize any impact on the price of General
Electric Stock. Purchase activity could
potentially have increased the prices of
General Electric Stock, and therefore
effectively have increased the level to which
General Electric Stock must rise before a
holder of a Note would 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 had a material impact on the price
of General Electric Stock or such options,
there can be no assurance that the Company
did not, or in the future 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 General Electric
Stock, 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.
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 6.97%, 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 $1,278.94
(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: [On or after October 9, 1997]
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 July 1, 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
-------------