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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY DEAN WITTER & CO.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3145972
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(State of Incorporation or Organization) (IRS Employer Identification no.)
1585 Broadway, New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. |X|
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. |_|
Securities Act registration statement file number to which this form relates:
333-46935
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Medium-Term Notes, Series C (Dow Jones THE NEW YORK STOCK EXCHANGE
Industrial Average BRoad InDex Guarded
Equity-linked Securities) due April 30, 2004
("BRIDGES")
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of the Registrant's Securities to be Registered.
The title of the class of securities to be registered hereunder is:
"Medium-Term Notes, Series C (Dow Jones Industrial Average BRoad InDex Guarded
Equity-linked Securities) due April 30, 2004 ("BRIDGES"). A description of the
BRIDGES is set forth under the caption "Description of Debt Securities" in the
prospectus included within the Registration Statement of Morgan Stanley Dean
Witter & Co. (formerly Morgan Stanley, Dean Witter, Discover & Co.) (the
"Registrant") on Form S-3 (Registration No. 333-46935) (the "Registration
Statement"), as supplemented by the information under the caption "Description
of Notes" in the prospectus supplement dated March 26, 1998 and filed pursuant
to Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), which
description is incorporated herein by reference, and as further supplemented by
the description of the BRIDGES contained in the pricing supplement dated April
23, 1998 to be filed pursuant to Rule 424(b) under the Act, which contains the
final terms and provisions of the BRIDGES and is hereby deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
4.1 Proposed form of Global Note evidencing the BRIDGES.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
MORGAN STANLEY DEAN WITTER & CO.
(Registrant)
Date: April 23, 1998 By: /s/ Ronald T. Carman
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Name: Ronald T. Carman
Title: Assistant Secretary
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the BRIDGES A-1
Exhibit 4.1
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR USD $
CUSIP: 617446356
Unless this certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.
MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: ORIGINAL MATURITY
April , 1998 DATE: 0.00% DATE: April 30,
2004
INTEREST ACCRUAL INITIAL REDEMPTION APPLICABILITY OF OPTIONAL
DATE: N/A PERCENTAGE: N/A MODIFIED REPAYMENT
PAYMENT UPON DATE(S): N/A
ACCELERATION:
N/A
ANNUAL REDEMPTION If yes, state Issue Price: EXCHANGE RATE
PERCENTAGE AGENT: N/A
REDUCTION: N/A
SPECIFIED CURRENCY:
U.S. Dollars
INTEREST PAYMENT
DATE(S): N/A
APPLICABILITY OF INTEREST PAYMENT
ISSUER'S OPTION PERIOD: N/A
TO EXTEND
ORIGINAL
MATURITY DATE:
N/A
If yes, state Final APPLICABILITY OF
Maturity Date: ANNUAL
INTEREST
PAYMENTS: N/A
OTHER PROVISIONS:
(see below)
</TABLE>
Issue Price............................ $10
Maturity Redemption Amount............. At maturity (including as a result of
acceleration or otherwise), the holder
of this BRIDGES shall receive the
principal amount of this BRIDGES plus
the Supplemental Redemption Amount, if
any.
Supplemental Redemption Amount......... The Supplemental Redemption Amount,
payable with respect to this BRIDGES at
maturity, shall be calculated by the
Calculation Agent on the last of the
Determination Dates (as defined below)
and shall be an amount equal to the
greater of (a) zero and (b) the product
of the principal amount of this BRIDGES
and the DJIA Percent Change.
The Issuer shall cause the Calculation
Agent to provide written notice to the
Trustee at its New York office, on
which notice the Trustee may
conclusively rely, of the Supplemental
Redemption Amount, on or prior to 11:00
a.m. on the Business Day preceding the
Maturity Date.
All percentages resulting from any
calculation with respect to this
BRIDGES shall be rounded to the nearest
one hundred-thousandth of a percentage
point, with five one-millionths of a
percentage point rounded upwards (e.g.,
9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and
all dollar amounts used in or resulting
from such calculation shall be rounded
to the nearest cent with one-half cent
being rounded upwards.
DJIA Percent Change.................... The DJIA Percent Change is a fraction,
the numerator of which shall be the
Final Index Value less the Initial
Index Value and the denominator of
which shall be the Initial Index Value.
The DJIA Percent Change is described by
the following formula:
(Final Index Value - Initial Index Value)
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Initial Index Value
Initial Index Value....................
Index Closing Value.................... The Index Closing Value, on any
Determination Date, shall equal the
closing value of the DJIA or any
Successor Index at the regular official
weekday close of trading on such
Determination Date.
References herein to the DJIA shall be
deemed to include any Successor Index,
unless the context requires otherwise.
Final Index Value...................... The Final Index Value shall equal the
arithmetic average of the Index Closing
Values on each of the Determination
Dates as calculated on the last
Determination Date by the Calculation
Agent and rounded to the nearest one
hundredth of a point with five one
thousandths of a point being rounded
upwards.
Determination Dates.................... The first scheduled Determination Date
shall be _______, 2002; the second
scheduled Determination Date shall be
____________, 2003 and the last
scheduled Determination Date shall be
April 21, 2004.
If either of the first two scheduled
Determination Dates is not a Trading
Day or if a Market Disruption Event
occurs on either such date, such
Determination Date shall be the
immediately succeeding Trading Day
during which no Market Disruption Event
shall have occurred; provided that if a
Market Disruption Event has occurred on
each of the five Trading Days
immediately succeeding either of the
first two scheduled Determination
Dates, then (i) such fifth succeeding
Trading Day shall be deemed to be the
relevant Determination Date,
notwithstanding the occurrence of a
Market Disruption Event on such day and
(ii) with respect to any such fifth
Trading Day on which a Market
Disruption Event occurs, the
Calculation Agent shall determine the
value of the DJIA on such fifth Trading
Day in accordance with the formula for
and method of calculating the DJIA last
in effect prior to the commencement of
the Market Disruption Event, using the
closing price (or, if trading in the
relevant securities has been materially
suspended or materially limited, its
good faith estimate of the closing
price that would have prevailed but for
such suspension or limitation) on such
Trading Day of each security most
recently comprising the DJIA.
If April 21, 2004, the last scheduled
Determination Date is not a Trading Day
or if there is a Market Disruption
Event on such last Determination Date,
such last Determination Date shall be
the immediately succeeding Trading Day
during which no Market Disruption Event
shall have occurred; provided that the
last Determination Date shall be no
later than the second scheduled Trading
Day preceding the Maturity Date, and if
such date is not a Trading Day or if
there is a Market Disruption Event on
such date, the Calculation Agent shall
determine the value of the DJIA on such
last Determination Date in accordance
with clause (ii) of the preceding
paragraph.
Trading Day............................ A day on which trading is generally
conducted on the New York Stock
Exchange ("NYSE"), the American Stock
Exchange, Inc. ("AMEX"), the NASDAQ
National Market ("NASDAQ NMS"), the
Chicago Mercantile Exchange and the
Chicago Board of Options Exchange, as
determined by the Calculation Agent.
Market Disruption Event................ "Market Disruption Event" means, with
respect to the DJIA:
(i) a suspension, absence or material
limitation of trading of 6 or more of
the securities included in the DJIA on
the primary market for such securities
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 of trading on the
primary market for trading in futures
or options contracts related to the
DJIA 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 Issuer or any of its affiliates
to unwind all or a material portion of
the hedge with respect to the Senior
Global Medium-Term Notes, Series C, Dow
Jones Industrial Average BRoad InDex
Guarded Equity-linked Securities due
April 30, 2004 having terms and
conditions identical to this BRIDGES.
For purposes of determining whether a
Market Disruption Event has occurred:
(1) a limitation on the hours or number
of days of trading shall not constitute
a Market Disruption Event if it results
from an announced change in the regular
business hours of the relevant exchange
or market, (2) a decision to
permanently discontinue trading in the
relevant futures or options contract
shall 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 NYSE, 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
suspension, absence or material
limitation of trading, (4) a suspension
of trading in a futures or options
contract on the DJIA by the primary
securities market related to such
contract by reason of (a) a price
change exceeding limits set by such
exchange or market, (b) an imbalance of
orders relating to such contracts or
(c) a disparity in bid and ask quotes
relating to such contracts shall
constitute a suspension or material
limitation of trading in futures or
options contracts related to the DJIA
and (5) a "suspension, absence or
material limitation of trading" on the
primary market on which futures or
options contracts related to the DJIA
are traded shall not include any time
when such market is itself closed for
trading under ordinary circumstances.
Alternative Determination Date
in case of an Event of Default ........ In case an Event of Default with
respect to this BRIDGES shall have
occurred and be continuing, the amount
declared due and payable upon any
acceleration of this BRIDGES shall be
determined by the Calculation Agent and
shall be equal to the principal amount
of this BRIDGES plus the Supplemental
Redemption Amount, if any, determined
as though each Determination Date
scheduled to occur on or after such
date of acceleration were the date of
acceleration.
Calculation Agent...................... Morgan Stanley & Co. Incorporated ("MS
& Co.")
All determinations made by the
Calculation Agent shall be at the sole
discretion of the Calculation Agent and
shall, in the absence of manifest
error, be conclusive for all purposes
and binding on the Issuer and holder of
this BRIDGES.
Discontinuance of the DJIA;
Alteration of Method of Calculation.... If Dow Jones discontinues publication
of the DJIA and Dow Jones or another
entity publishes a successor or
substitute index that the Calculation
Agent determines, in its sole
discretion, to be comparable to the
discontinued DJIA (such index being
referred to herein as a "Successor
Index"), then any subsequent Index
Closing Value shall be determined by
reference to the value of such
Successor Index at the close of trading
on the NYSE, the AMEX, NASDAQ NMS or
the relevant exchange or market for the
Successor Index on the relevant
Determination Date.
Upon any selection by the Calculation
Agent of a Successor Index, the
Calculation Agent shall cause written
notice thereof to be furnished to the
Trustee, to the Issuer and to the
holder of this BRIDGES within three
Trading Days of such selection.
If Dow Jones discontinues publication
of the DJIA prior to, and such
discontinuance is continuing on, any
Determination Date and the Calculation
Agent determines that no Successor
Index is available at such time, then
on such Determination Date, the
Calculation Agent shall determine the
Index Closing Value that would be used
in computing the DJIA Percent Change on
such Determination Date. The Index
Closing Value shall be computed by the
Calculation Agent in accordance with
the formula for and method of
calculating the DJIA last in effect
prior to such discontinuance, using the
closing price (or, if trading in the
relevant securities has been materially
suspended or materially limited, its
good faith estimate of the closing
price that would have prevailed but for
such suspension or limitation) on such
Determination Date of each security
most recently comprising the DJIA.
Notwithstanding these alternative
arrangements, discontinuance of the
publication of the DJIA may adversely
affect the value of this BRIDGES.
If at any time the method of
calculating the DJIA or a Successor
Index, or the value thereof, is changed
in a material respect, or if the DJIA
or a Successor Index is in any other
way modified so that such index does
not, in the opinion of the Calculation
Agent, fairly represent the value of
the DJIA or such Successor Index had
such changes or modifications not been
made, then, from and after such time,
the Calculation Agent shall, at the
close of business in New York City on
each Determination Date make such
calculations and adjustments as, in the
good faith judgment of the Calculation
Agent, may be necessary in order to
arrive at a value of a stock index
comparable to the DJIA or such
Successor Index, as the case may be, as
if such changes or modifications had
not been made, and calculate the
Supplemental Redemption Amount with
reference to the DJIA or such Successor
Index, as adjusted. Accordingly, if the
method of calculating the DJIA or a
Successor Index is modified so that the
value of such index is a fraction of
what it would have been if it had not
been modified (e.g., due to a split in
the index), then the Calculation Agent
shall adjust such index in order to
arrive at a value of the DJIA or such
Successor Index as if it had not been
modified (e.g., as if such split had
not occurred).
Morgan Stanley Dean Witter & Co. (formerly Morgan Stanley, Dean Witter,
Discover & Co.), a Delaware corporation (together with its successors and
assigns, the "Issuer"), for value received, hereby promises to pay to CEDE &
CO., or registered assignees, the principal sum of , on the Original Maturity
Date specified above or, if the maturity hereof is extended in accordance with
the procedures set forth below to an Extended Maturity Date, as defined below,
on such Extended Maturity Date (except to the extent previously redeemed or
repaid) and to pay interest thereon at the Interest Rate per annum specified
above or, if the interest rate hereon is reset or re-established in connection
with an extension of maturity in accordance with the procedures specified on the
reverse hereof, at the interest rate per annum determined pursuant to such
procedures, from and including the Interest Accrual Date specified above until
the principal hereof is paid or duly made available for payment (except as
provided below), monthly, quarterly, semiannually or annually in arrears as
specified above as the Interest Payment Period on each Interest Payment Date (as
specified above) commencing on the Interest Payment Date next succeeding the
Interest Accrual Date specified above, and at maturity (or on any redemption or
repayment date); provided, however, that if the Interest Accrual Date occurs
between a Record Date, as defined below, and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Interest Accrual Date to the registered holder of this Note
on the Record Date with respect to such second Interest Payment Date; and
provided, further, that if this Note is subject to "Annual Interest Payments,"
interest payments shall be made annually in arrears and the term "Interest
Payment Date" shall be deemed to mean the first day of March in each year.
Except as provided above and unless otherwise indicated on the face of this
Note, the Interest Payment Dates for this Note shall be March 1 and September 1.
Interest on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from and including the
Interest Accrual Date, until, but excluding the date the principal hereof has
been paid or duly made available for payment (except as provided below). The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, subject to certain exceptions described herein, be paid to
the person in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on the date 15 calendar days prior to
such Interest Payment Date (whether or not a Business Day) (each such date a
"Record Date"); provided, however, that interest payable at maturity, redemption
or repayment will be payable to the person to whom the principal hereof shall be
payable. As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law or regulation to close in The City of New York
and (i) with respect to Notes denominated in a Specified Currency other than
U.S. dollars, Australian dollars or European Currency Units ("ECUs"), in the
principal financial center of the country of the Specified Currency, (ii) with
respect to Notes denominated in Australian dollars, in Sydney and (iii) with
respect to Notes denominated in ECUs, that is not a non-ECU clearing day, as
determined by the ECU Banking Association in Paris.
Payment of the principal of this Note, any premium and the interest due at
maturity (or on any redemption or repayment date), unless this Note is
denominated in a Specified Currency other than U.S. dollars and is to be paid in
whole or in part in such Specified Currency, will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that purpose in
the Borough of Manhattan, The City of New York, or at such other paying agency
as the Issuer may determine, in U.S. dollars. U.S. dollar payments of interest,
other than interest due at maturity or on any date of redemption or repayment,
will be made by U.S. dollar check mailed to the address of the person entitled
thereto as such address shall appear in the Note register. A holder of U.S.
$10,000,000 or more in aggregate principal amount of Notes having the same
Interest Payment Date, the interest on which is payable in U.S. dollars, shall
be entitled to receive payments of interest, other than interest due at maturity
or on any date of redemption or repayment, by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received by
the Paying Agent in writing not less than 15 calendar days prior to the
applicable Interest Payment Date.
If this Note is denominated in a Specified Currency other than U.S.
dollars, and the holder does not elect (in whole or in part) to receive payment
in U.S. dollars pursuant to the next succeeding paragraph, payments of interest,
principal or any premium with regard to this Note will be made by wire transfer
of immediately available funds to an account maintained by the holder hereof
with a bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than 15
calendar days prior to the applicable payment date; provided that, if such wire
transfer instructions are not received, such payments will be made by check
payable in such Specified Currency mailed to the address of the person entitled
thereto as such address shall appear in the Note register; and provided,
further, that payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date) will be made
upon surrender of this Note at the office or agency referred to in the preceding
paragraph.
If so indicated on the face hereof, the holder of this Note, if denominated
in a Specified Currency other than U.S. dollars, may elect to receive all or a
portion of payments on this Note in U.S. dollars by transmitting a written
request to the Paying Agent, on or prior to the Record Date or at least ten
Business Days prior to the Maturity Date or any redemption or repayment date, as
the case may be. Such election shall remain in effect unless such request is
revoked by written notice to the Paying Agent as to all or a portion of payments
on this Note at least five Business Days prior to such Record Date or at least
ten days prior to the Maturity Date or any redemption or repayment date, as the
case may be.
If the holder elects to receive all or a portion of payments of principal
of and any premium and interest on this Note, if denominated in a Specified
Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate Agent will
convert such payments into U.S. dollars. In the event of such an election,
payment in respect of this Note will be based upon the exchange rate as
determined by the Exchange Rate Agent based on the highest bid quotation in The
City of New York received by such Exchange Rate Agent at approximately 11:00
a.m., New York City time, on the second Business Day preceding the applicable
payment date from three recognized foreign exchange dealers (one of which may be
the Exchange Rate Agent unless such Exchange Rate Agent is an affiliate of the
Issuer), for the purchase by the quoting dealer of U.S. dollars for the
Specified Currency for settlement on such payment date in the amount of the
Specified Currency payable in the absence of such election to such holder and at
which the applicable dealer commits to execute a contract. If such bid
quotations are not available, such payment will be made in the Specified
Currency. All currency exchange costs will be borne by the holder of this Note
by deductions from such payments.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Senior Indenture, as defined on the
reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.
DATED: MORGAN STANLEY DEAN WITTER & CO.
By:
---------------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned
Senior Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
-------------------------------
Authorized Officer
REVERSE OF SECURITY
This Note is one of a duly authorized issue of Senior Global Medium-Term
Notes, Series C, having maturities more than nine months from the date of issue
(the "Notes") of the Issuer. The Notes are issuable under a Senior Indenture,
dated as of April 15, 1989, as supplemented by a First Supplemental Senior
Indenture dated as of May 15, 1991 and a Second Supplemental Senior Indenture
dated as of April 15, 1996 between Morgan Stanley Group Inc. (as predecessor of
the Issuer) and The Chase Manhattan Bank (formerly known as Chemical Bank), as
Trustee (the "Trustee," which term includes any successor trustee under the
Senior Indenture) as further supplemented by a Third Supplemental Senior
Indenture dated as of June 1, 1997 and a Fourth Supplemental Senior Indenture
dated as of March 1, 1998 between the Issuer and the Trustee (as so supplemented
and as further supplemented from time to time, the "Senior Indenture"), to which
Senior Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered. The Issuer
has appointed The Chase Manhattan Bank (formerly known as Chemical Bank) at its
corporate trust office in The City of New York as the paying agent (the "Paying
Agent," which term includes any additional or successor Paying Agent appointed
by the Issuer) with respect to the Notes. The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture. To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby incorporated
by reference herein.
Unless otherwise provided on the face of this Note, this Note will not be
subject to any sinking fund and, unless otherwise provided on the face hereof in
accordance with the provisions of the following two paragraphs, will not be
redeemable or subject to repayment at the option of the holder prior to
maturity.
If so indicated on the face of this Note, this Note may be redeemed in
whole or in part at the option of the Issuer on or after the Initial Redemption
Date specified on the face hereof on the terms set forth on the face hereof,
together with interest accrued and unpaid hereon to the date of redemption
(except as provided below). If this Note is subject to "Annual Redemption
Percentage Reduction," the Initial Redemption Percentage indicated on the face
hereof will be reduced on each anniversary of the Initial Redemption Date by the
Annual Redemption Percentage Reduction specified on the face hereof until the
redemption price of this Note is 100% of the principal amount hereof, together
with interest accrued and unpaid hereon to the date of redemption (except as
provided below). Notice of redemption shall be mailed to the registered holders
of the Notes designated for redemption at their addresses as the same shall
appear on the Note register not less than 30 nor more than 60 days prior to the
date fixed for redemption, subject to all the conditions and provisions of the
Senior Indenture. In the event of redemption of this Note in part only, a new
Note or Notes for the amount of the unredeemed portion hereof shall be issued in
the name of the holder hereof upon the cancellation hereof.
Notwithstanding the foregoing, this Note may be redeemed in accordance with
the terms of any Extension Notice, as defined below, sent to the holder hereof
as described below.
If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
$1,000 or, if this Note is denominated in a Specified Currency other than U.S.
dollars, in increments of 1,000 units of such Specified Currency (provided that
any remaining principal amount hereof shall not be less than the minimum
authorized denomination hereof) at the option of the holder hereof at a price
equal to 100% of the principal amount to be repaid, together with interest
accrued and unpaid hereon to the date of repayment (except as provided below).
For this Note to be repaid at the option of the holder hereof, the Paying Agent
must receive at its corporate trust office in the Borough of Manhattan, The City
of New York, at least 15 but not more than 30 days prior to the date of
repayment, (i) this Note with the form entitled "Option to Elect Repayment"
below duly completed or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company
in the United States setting forth the name of the holder of this Note, the
principal amount hereof, the certificate number of this Note or a description of
this Note's tenor and terms, the principal amount hereof to be repaid, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note, together with the form entitled "Option to Elect
Repayment" duly completed, will be received by the Paying Agent not later than
the fifth Business Day after the date of such telegram, telex, facsimile
transmission or letter; provided, that such telegram, telex, facsimile
transmission or letter shall only be effective if this Note and form duly
completed are received by the Paying Agent by such fifth Business Day. Unless
the Issuer exercises its option to extend the Original Maturity Date hereof for
one or more periods as specified on the face hereof (and as described in the
fourth succeeding paragraph below) or unless otherwise indicated on the face of
this Note, exercise of such repayment option by the holder hereof shall be
irrevocable. In the event of repayment of this Note in part only, a new Note or
Notes for the amount of the unpaid portion hereof shall be issued in the name of
the holder hereof upon the cancellation hereof.
If so indicated on the face of this Note, the Issuer has the option to
extend the Original Maturity Date hereof for one or more periods of one or more
whole years (each an "Extension Period") up to but not beyond the Final Maturity
Date specified on the face hereof and in connection therewith to establish a new
interest rate and new redemption provisions for the Extension Period.
The Issuer may exercise such option by notifying the Paying Agent of such
exercise at least 45 but not more than 60 days prior to the Original Maturity
Date or, if the maturity hereof has already been extended, prior to the maturity
date then in effect (an "Extended Maturity Date"), such notice to be accompanied
by the form of the Extension Notice referred to below. No later than 38 days
prior to the Original Maturity Date or an Extended Maturity Date, as the case
may be (each, a "Maturity Date"), the Paying Agent will mail to the holder
hereof a notice (the "Extension Notice") relating to such Extension Period,
first class mail, postage prepaid, setting forth (a) the election of the Issuer
to extend the maturity of this Note; (b) the new Extended Maturity Date; (c) the
interest rate applicable to the Extension Period; and (d) the provisions, if
any, for redemption during the Extension Period, including the date or dates on
which, the period or periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the mailing by the Paying
Agent of an Extension Notice to the holder of this Note, the maturity hereof
shall be extended automatically, and, except as modified by the Extension Notice
and as described in the next paragraph, this Note will have the same terms it
had prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 10:00 a.m., New York City
time, on the twentieth calendar day prior to the Maturity Date in effect
immediately preceding the mailing of the applicable Extension Notice (or if such
day is not a Business Day, not later than 10:00 a.m., New York City time, on the
immediately succeeding Business Day), the Issuer may, at its option, revoke the
interest rate provided for in such Extension Notice and establish a higher
interest rate for the Extension Period by causing the Paying Agent to send
notice of such higher interest rate to the holder of this Note by first class
mail, postage prepaid, or by such other means as shall be agreed between the
Issuer and the Paying Agent. Such notice shall be irrevocable. All Notes with
respect to which the Maturity Date is extended in accordance with an Extension
Notice will bear such higher interest rate for the Extension Period, whether or
not tendered for repayment.
If the Issuer elects to extend the maturity hereof, the holder of this Note
will have the option to require the Issuer to repay this Note on the Maturity
Date in effect immediately preceding the mailing of the applicable Extension
Notice at a price equal to the principal amount hereof plus any accrued and
unpaid interest to such date. In order for this Note to be so repaid on such
Maturity Date, the holder hereof must follow the procedures set forth above for
optional repayment, except that the period for delivery of this Note or
notification to the Paying Agent shall be at least 25 but not more than 35 days
prior to the Maturity Date in effect immediately preceding the mailing of the
applicable Extension Notice and except that if the holder hereof has tendered
this Note for repayment pursuant to this paragraph he may, by written notice to
the Paying Agent, revoke any such tender for repayment until 3:00 p.m., New York
City time, on the twentieth calendar day prior to the Maturity Date then in
effect (or, if such day is not a Business Day, until 3:00 p.m., New York City
time, on the immediately succeeding Business Day).
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Unless otherwise provided on
the face hereof, interest payments for this Note will be computed and paid on
the basis of a 360-day year of twelve 30-day months.
In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest on such
payment shall accrue for the period from and after the Interest Payment Date or
the Maturity Date (or any redemption or repayment date) to such next succeeding
Business Day.
This Note and all the obligations of the Issuer hereunder are direct,
unsecured obligations of the Issuer and rank without preference or priority
among themselves and pari passu with all other existing and future unsecured and
unsubordinated indebtedness of the Issuer, subject to certain statutory
exceptions in the event of liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or exchange hereof,
is issuable only in fully registered form, without coupons, and, if denominated
in U.S. dollars, is issuable only in denominations of U.S. $1,000 and any
integral multiple of U.S. $1,000 in excess thereof. If this Note is denominated
in a Specified Currency other than U.S. dollars, then, unless a higher minimum
denomination is required by applicable law, it is issuable only in denominations
of the equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units
of such Specified Currency), or any amount in excess thereof which is an
integral multiple of 1,000 units of such Specified Currency, as determined by
reference to the noon dollar buying rate in New York City for cable transfers of
such Specified Currency published by the Federal Reserve Bank of New York (the
"Market Exchange Rate") on the Business Day immediately preceding the date of
issuance; provided, however, in the case of ECUs, the Market Exchange Rate shall
be the rate of exchange determined by the Commission of the European Communities
(or any successor thereto) as published in the Official Journal of the European
Communities, or any successor publication, on the Business Day immediately
preceding the date of issuance.
The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal aggregate
principal amount having identical terms and provisions. All such exchanges and
transfers of Notes will be free of charge, but the Issuer may require payment of
a sum sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and executed by the
registered holder in person or by the holder's attorney duly authorized in
writing. The date of registration of any Note delivered upon any exchange or
transfer of Notes shall be such that no gain or loss of interest results from
such exchange or transfer.
In case any Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the Issuer
in exchange for the Note so mutilated or defaced, or in lieu of the Note so
destroyed or lost or stolen, but, in the case of any destroyed or lost or stolen
Note, only upon receipt of evidence satisfactory to the Trustee and the Issuer
that such Note was destroyed or lost or stolen and, if required, upon receipt
also of indemnity satisfactory to each of them. All expenses and reasonable
charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Note shall be borne by the owner of the
Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that, (a) if an Event of Default (as defined
in the Senior Indenture) due to the default in payment of principal of, premium,
if any, or interest on, any series of debt securities issued under the Senior
Indenture, including the series of Senior Medium-Term Notes of which this Note
forms a part, or due to the default in the performance or breach of any other
covenant or warranty of the Issuer applicable to the debt securities of such
series but not applicable to all outstanding debt securities issued under the
Senior Indenture shall have occurred and be continuing, either the Trustee or
the holders of not less than 25% in principal amount of the debt securities of
each affected series (voting as a single class) may then declare the principal
of all debt securities of all such series and interest accrued thereon to be due
and payable immediately and (b) if an Event of Default due to a default in the
performance of any other of the covenants or agreements in the Senior Indenture
applicable to all outstanding debt securities issued thereunder, including this
Note, or due to certain events of bankruptcy, insolvency and reorganization of
the Issuer, shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of all debt securities issued
under the Senior Indenture then outstanding (treated as one class) may declare
the principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in payment
of principal (or premium, if any) or interest on such debt securities) by the
holders of a majority in principal amount of the debt securities of all affected
series then outstanding.
If the face hereof indicates that this Note is subject to "Modified Payment
upon Acceleration," then (i) if the principal hereof is declared to be due and
payable as described in the preceding paragraph, the amount of principal due and
payable with respect to this Note shall be limited to the aggregate principal
amount hereof multiplied by the sum of the Issue Price specified on the face
hereof (expressed as a percentage of the aggregate principal amount) plus the
original issue discount amortized from the Interest Accrual Date to the date of
declaration, which amortization shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting principles in effect
on the date of declaration), (ii) for the purpose of any vote of securityholders
taken pursuant to the Senior Indenture prior to the acceleration of payment of
this Note, the principal amount hereof shall equal the amount that would be due
and payable hereon, calculated as set forth in clause (i) above, if this Note
were declared to be due and payable on the date of any such vote and (iii) for
the purpose of any vote of securityholders taken pursuant to the Senior
Indenture following the acceleration of payment of this Note, the principal
amount hereof shall equal the amount of principal due and payable with respect
to this Note, calculated as set forth in clause (i) above.
The Senior Indenture permits the Issuer and the Trustee, with the consent
of the holders of not less than a majority in aggregate principal amount of the
debt securities of all series issued under the Senior Indenture then outstanding
and affected (voting as one class), to execute supplemental indentures adding
any provisions to or changing in any manner the rights of the holders of each
series so affected; provided that the Issuer and the Trustee may not, without
the consent of the holder of each outstanding debt security affected thereby,
(a) extend the final maturity of any such debt security, or reduce the principal
amount thereof, or reduce the rate or extend the time of payment of interest
thereon, or reduce any amount payable on redemption or repayment thereof, or
change the currency of payment thereof, or impair or affect the rights of any
holder to institute suit for the payment thereof without the consent of the
holder of each debt security so affected or (b) reduce the aforesaid percentage
in principal amount of debt securities the consent of the holders of which is
required for any such supplemental indenture.
Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Issuer will be entitled to satisfy its obligations to the holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is not
available on such date, as of the most recent practicable date; provided,
however, that if the euro has been substituted for such Specified Currency, the
Issuer may at its option (or shall, if so required by applicable law) without
the consent of the holder of this Note effect the payment of principal of,
premium, if any, or interest on, any Note denominated in such Specified Currency
in euro in lieu of such Specified Currency in conformity with legally applicable
measures taken pursuant to, or by virtue of, the treaty establishing the
European Community (the "EC"), as amended by the treaty on European Union (as so
amended, the "Treaty"). Any payment made under such circumstances in U.S.
dollars or euro where the required payment is in an unavailable Specified
Currency will not constitute an Event of Default.
Subject to the provisions below, the value of the ECU, in which the Notes
may be denominated or may be payable, is equal to the value of the ECU that is
from time to time used as the unit of account of the EC. If the ECU becomes a
currency in its own right in accordance with the Treaty, all references to ECU
in the Notes shall be construed as references to such currency.
With respect to each due date for the payment of principal of, or interest
on, the Notes on or after the first business day in Brussels on which the ECU
ceases to be used as the unit of account of the EC, and has not become a
currency in its own right replacing all or some of the currencies of the member
States of the EC, the Issuer shall choose a substitute currency (the "Chosen
Currency"), which may be any currency which was, on the last day on which the
ECU was used as the unit of account of the EC, a component currency of the ECU
or U.S. dollars, in which all payments due on or after that date with respect to
the Notes and coupons shall be made. Notice of the Chosen Currency so selected
shall be provided by first class mail to each holder at the address of such
holder which appears on the books maintained by the registrar and to the Paying
Agent. The amount of each payment in such Chosen Currency shall be computed on
the basis of the equivalent of the ECU in that currency, determined as described
below, as of the fourth business day in Brussels prior to the date on which such
payment is due.
On the first business day in Brussels on which the ECU ceases to be used as
the unit of account of the EC, and has not become a currency in its own right
replacing all or some of the currencies of the member States of the EC, the
Issuer shall select a Chosen Currency in which all payments with respect to
Notes and coupons having a due date prior thereto but not yet presented for
payment are to be made. The amount of each payment in such Chosen Currency shall
be computed on the basis of the equivalent of the ECU in that currency,
determined as described below, as of such first business day.
The equivalent of the ECU in the relevant Chosen Currency as of any date
(the "Day of Valuation") shall be determined by, or on behalf of, the Exchange
Rate Agent on the following basis. The amounts and components composing the ECU
for this purpose (the "Components") shall be the amounts and components that
composed the ECU as of the last date on which the ECU was used as the unit of
account of the EC. The equivalent of the ECU in the Chosen Currency shall be
calculated by, first, aggregating the U.S. dollar equivalents of the Components;
and then, in the case of a Chosen Currency other than U.S. dollars, using the
rate used for determining the U.S. dollar equivalent of the Components in the
Chosen Currency as set forth below, calculating the equivalent in the Chosen
Currency of such aggregate amount in U.S. dollars.
The "Exchange Rate Agent" shall be Morgan Stanley & Co. Incorporated,
unless otherwise indicated on the face hereof.
The U.S. dollar equivalent of each of the Components shall be determined
by, or on behalf of, the Exchange Rate Agent on the basis of the middle spot
delivery quotations prevailing at 2:30 p.m., Brussels time, on the Day of
Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from one or
more major banks, as selected by the Issuer, in the country of issue of the
component currency in question.
If for any reason no direct quotations are available for a Component as of
a Day of Valuation from any of the banks selected for this purpose, in computing
the U.S. dollar equivalent of such Component, the Exchange Rate Agent shall
(except as provided below) use the most recent direct quotations for such
Component obtained by it or on its behalf, provided that such quotations were
prevailing in the country of issue not more than two Business Days before such
Day of Valuation. If such most recent quotations were so prevailing in the
country of issue more than two Business Days before such Day of Valuation, the
Exchange Rate Agent shall determine the U.S. dollar equivalent of such Component
on the basis of cross rates derived from the middle spot delivery quotations for
such component currency and for the U.S. dollar prevailing at 2:30 p.m.,
Brussels time, on such Day of Valuation, as obtained by, or on behalf of, the
Exchange Rate agent from one or more major banks, as selected by the Issuer, in
a country other than the country of issue of such component currency.
Notwithstanding the foregoing, the Exchange Rate Agent shall determine the U.S.
dollar equivalent of such Component on the basis of such cross rates if the
Issuer or such agent judges that the equivalent so calculated is more
representative than the U.S. dollar equivalent calculated as provided in the
first sentence of this paragraph. Unless otherwise specified by the Issuer, if
there is more than one market for dealing in any component currency by reason of
foreign exchange regulations or for any other reason, the market to be referred
to in respect of such currency shall be that upon which a non-resident issuer of
securities denominated in such currency would purchase such currency in order to
make payments in respect of such securities.
Payments in the Chosen Currency will be made at the specified office of a
paying agent in the country of the Chosen Currency, or, if none, or at the
option of the holder, at the specified office of any Paying Agent either by a
check drawn on, or by transfer to an account maintained by the holder with, a
bank in the principal financial center of the country of the Chosen Currency.
All determinations referred to above made by, or on behalf of, the Issuer
or by, or on behalf of, the Exchange Rate Agent shall be at such entity's sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and binding on holders of Notes and coupons.
So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the Notes.
The Issuer may designate other agencies for the payment of said principal,
premium and interest at such place or places (subject to applicable laws and
regulations) as the Issuer may decide. So long as there shall be such an agency,
the Issuer shall keep the Trustee advised of the names and locations of such
agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the Trustee or any
Paying Agent for payment of the principal of or interest or premium, if any, on
any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee or such Paying Agent
shall notify the holders of such Notes that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting in
any way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.
No provision of this Note or of the Senior Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the time, place, and
rate, and in the coin or currency, herein prescribed unless otherwise agreed
between the Issuer and the registered holder of this Note.
Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of, premium, if
any, or the interest on this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Senior Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior Indenture and
not otherwise defined herein shall have the meanings assigned to them in the
Senior Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - _________________________ Custodian____________
(Minor) (Cust)
Under Uniform Gifts to Minors Act______________________________________
(State)
Additional abbreviations may also be used though not in the above list.
_______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.
Dated: _________________________
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Issuer to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
Optional Repayment Date, to the undersigned at
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid: ;
and specify the denomination or denominations (which shall not be less than the
minimum authorized denomination) of the Notes to be issued to the holder for the
portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid): .
Dated:_____________________________ _________________________________________
NOTICE: The signature on this Option to
Elect Repayment must correspond with the
name as written upon the face of the
within instrument in every particular
without alteration or enlargement.
