PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 37 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated March 26, 1998 Dated July 23, 1998
Rule 424(b)(3)
$10,000,000
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
EXCHANGEABLE NOTES DUE JULY 29, 2005
Exchangeable For Shares of Common Stock of
Cisco Systems, Inc.
The Exchangeable Notes due July 29, 2005 (the "Notes"), are
Medium-Term Notes, Series C (Senior Fixed Rate Notes) of Morgan Stanley Dean
Witter & Co. (the "Company"), as further described below and in the Prospectus
Supplement under "Description of Notes--Fixed Rate Notes" and "--
Exchangeable Notes." The issue price of each Note will be $982.67 (98.267)%
of the principal amount at maturity) (the "Issue Price"), and there will
be no periodic payments of interest. The Issue Price represents a yield to
maturity of 0.25% 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 29, 2005.
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 8.3446 shares (the "Exchange Ratio") of the common stock without
par value ("Cisco Stock"), of Cisco Systems, Inc. ("Cisco"), 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 Cisco 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 Cisco Stock or cash received by
the holder upon exercise of the Exchange Right. An Exchange Date will be any
Trading Day (as defined herein) that falls during the period beginning October
30, 1998 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 23 , 2001, the Company may call the Notes,
in whole but not in part, for mandatory exchange into Cisco Stock at the
Exchange Ratio; provided that, if Parity (as defined herein) as determined on
the 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 Cisco Stock or cash to be delivered to holders of Notes will be
delivered on the Call Date.
Cisco is neither affiliated with the Company nor involved in
this offering of the Notes. The Market Price of the Cisco Stock on the date
of this Pricing Supplement was $99.125 (the "Initial Market Price"). See
"Historical Information" in this Pricing Supplement for information on the
range of Market Prices for Cisco 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 American Stock
Exchange, Inc. ("AMEX"), subject to official notice of issuance. The AMEX
symbol for the Notes is "MCU.A." 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 98.267%
-----------------
Price to Public Agent's Commissions(2) Proceeds to Company
--------------- ---------------------- -------------------
Per Note... 98.267% 0.25% 98.017%
Total...... $9,826,700 $25,000 $9,801,700
(1) The Company has agreed to indemnify the Agent against certain liabilities,
including liabilities under the Securities Act of 1933.
MORGAN STANLEY DEAN WITTER
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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF CISCO STOCK.
SPECIFICALLY, THE AGENT MAY OVERALLOT IN CONNECTION WITH THE OFFERING, AND MAY
BID FOR, AND PURCHASE CISCO STOCK IN THE OPEN MARKET. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "USE OF PROCEEDS AND HEDGING" IN THIS PRICING SUPPLEMENT
AND "PLAN OF DISTRIBUTION" IN THE ACCOMPANYING PROSPECTUS SUPPLEMENT.
Capitalized terms not defined herein have the meanings given to such terms in
the accompanying Prospectus Supplement.
Principal Amount.............. $10,000,000
Maturity Date................. July 29, 2005
Specified Currency............ U.S. Dollars
Issue Price................... $982.67 (98.267% of the principal amount at
maturity)
Original Issue Date
(Settlement Date)............ July 30, 1998
CUSIP......................... 617446CY3
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 8.3446 shares (the
"Exchange Ratio") of Cisco 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 Cisco Stock or
pay an amount in cash equal to the Exchange
Ratio times the Market Price of Cisco 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.
The Company shall, or shall cause the
Calculation Agent to, deliver such shares of
Cisco 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 Cisco Stock, the
Company will pay cash in lieu of delivering
fractional shares of Cisco Stock in an amount
equal to the corresponding fractional Market
Price of Cisco Stock as determined by the
Calculation Agent on such Exchange Date.
Exchange Ratio................ 8.3446, subject to adjustment for certain
corporate events. See "Adjustments to
Exchange Ratio" below.
Exchange Date................. Any Trading Day that falls during the period
beginning October 30, 1998 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 23, 2001, the Company may
call the Notes, in whole but not in part, for
mandatory exchange into Cisco Stock at the
Exchange Ratio; provided that, if Parity on
the 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 Cisco
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
Cisco 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 Cisco Stock or cash. The Company
shall, or shall cause the Calculation Agent
to, deliver such shares of Cisco 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 Trading Day on or after January 23, 2001
on which the Company issues its notice of
mandatory exchange.
Parity........................ With respect to any Trading Day, an amount
equal to the Exchange Ratio times the Market
Price (as defined below) of Cisco Stock on
such Trading Day.
Call Price.................... The table below shows indicative Call Prices
for each $1,000 principal amount of Notes on
January 23, 2001 and at each January 23
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 0.25% per annum. 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 23, 2001.............. $ 988.78
January 23, 2002.............. $ 991.25
January 23, 2003.............. $ 993.73
January 23, 2004.............. $ 996.22
January 23, 2005.............. $ 998.71
Maturity...................... $ 1,000.00
Market Price.................. If Cisco 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 Cisco Stock (or one
unit of any such other security) on any
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 Cisco 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 Trading Day shall be the
mean, as determined by the Calculation
Agent, of the bid prices for Cisco 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.
Trading Day................... A day on which trading is generally conducted
on the New York Stock Exchange ("NYSE"), the
AMEX, the NASDAQ NMS, the Chicago Mercantile
Exchange and the Chicago Board of Options
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.
All percentages resulting from any
calculation on the Notes will 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 will be rounded to the nearest
one hundredth of a cent with five one
thousandths of a cent being rounded upwards
(e.g., $.09875 would be rounded to $.0988).
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 Cisco Stock, including, but not limited
to, the volatility of Cisco Stock, the
dividend rate on Cisco 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 Cisco 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 Cisco 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 Cisco Stock is below, equal to or
not sufficiently above the Initial Market
Price. The historical Market Prices of Cisco
Stock should not be taken as an indication of
Cisco Stock's future performance during the
term of any Note.
The Company is not affiliated with Cisco and,
although the Company as of the date of this
Pricing Supplement does not have any material
non-public information concerning Cisco,
corporate events of Cisco, including those
described below in "Adjustments to the
Exchange Ratio," are beyond the Company's
ability to control and are difficult to
predict.
Cisco 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.
Cisco 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 Cisco 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 Cisco
Stock.
2. If Cisco Stock is subject to a stock
dividend (issuance of additional shares of
Cisco Stock that is given ratably to all
holders of shares of Cisco Stock), then once
the dividend has become effective and Cisco
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
Cisco 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
Cisco Stock other than distributions
described in paragraph 6 below and
Extraordinary Dividends as described below.
A cash dividend or other distribution with
respect to Cisco Stock will be deemed to be
an "Extraordinary Dividend" if such dividend
or other distribution exceeds the immediately
preceding non-Extraordinary Dividend for
Cisco Stock by an amount equal to at least
10% of the Market Price of Cisco Stock on the
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
Cisco Stock, the Exchange Ratio with respect
to Cisco 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 Trading Day preceding the
ex-dividend date, and the denominator of
which is the amount by which the Market
Price on the Trading Day preceding the ex-
dividend date exceeds the Extraordinary
Dividend Amount. The "Extraordinary
Dividend Amount" with respect to an
Extraordinary Dividend for Cisco 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 Cisco 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 Cisco 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 Cisco 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 Cisco Stock so long as a Market Price
for Cisco Stock is available. If a Market
Price is no longer available for Cisco Stock
for whatever reason, including the
liquidation of Cisco or the subjection of
Cisco to a proceeding under any applicable
bankruptcy, insolvency or other similar law,
then the value of Cisco Stock will equal zero
for so long as no Market Price is available.
5. If there occurs any reclassification or
change of Cisco Stock, or if Cisco 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 Cisco as an entirety
or substantially as an entirety, in each case
as a result of which the holders of Cisco
Stock shall be entitled to receive stock,
other securities or other property or assets
(including cash) with respect to or in
exchange for such Cisco 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 Cisco Stock immediately prior
to any such corporate event. At such time,
no adjustment will be made to the Exchange
Ratio.
6. If Cisco issues to all of its shareholders
equity securities of an issuer other than
Cisco (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
Cisco 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 Cisco 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 Cisco 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 Cisco Stock:
(i) a suspension, absence or material
limitation of trading of Cisco Stock on
the primary market for Cisco 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 Cisco 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 option 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 suspension, absence or material
limitation of trading, (4) a suspension of
trading in an options contract on Cisco 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 Cisco Stock and (5) a "suspension,
absence or material limitation of trading" on
the primary securities market on which
options contracts related to Cisco 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 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 Cisco 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 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.
Cisco Stock;
Public Information............ Cisco develops, manufactures, markets and
supports multiprotocol internetworking
systems that link geographically dispersed
local-area and wide-area networks to form a
single information infrastructure. Cisco
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
Cisco pursuant to the Exchange Act of 1934
can be located by reference to Commission
file number 0-18225. In addition, information
regarding Cisco 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
CISCO STOCK OR OTHER SECURITIES OF CISCO. ALL
DISCLOSURES CONTAINED IN THIS PRICING
SUPPLEMENT REGARDING CISCO 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 CISCO 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 CISCO 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 CISCO 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 CISCO 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 CISCO STOCK.
The Company or its affiliates may presently
or from time to time engage in business with
Cisco including extending loans to, or making
equity investments in, Cisco or providing
advisory services to Cisco, 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 Cisco and, in addition, one or
more affiliates of the Company may publish
research reports with respect to Cisco. 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
Cisco as in its judgment is appropriate to
make an informed decision with respect to an
investment in Cisco Stock.
Historical Information........ The following table sets forth the high and
low Market Price during 1995, 1996, 1997 and
during 1998 through July 23, 1998. The
Market Price on July 23, 1998 was $99.125.
The Market Prices listed below were obtained
from Bloomberg Financial Markets. The
Company believes all such information to be
accurate. The historical prices of Cisco
Stock should not be taken as an indication of
future performance, and no assurance can be
given that the price of Cisco 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.
Cisco High Low
------------------------------ ---- ---
(CUSIP # 17275R102)
1995
First Quarter............... 13 3/64 10 55/64
Second Quarter.............. 17 19/64 12 7/8
Third Quarter............... 24 3/64 16 51/64
Fourth Quarter.............. 29 19/64 21 31/64
1996
First Quarter............... 33 21/64 21 51/64
Second Quarter.............. 38 11/64 29 35/64
Third Quarter............... 42 1/4 31 27/64
Fourth Quarter.............. 45 3/4 38 27/64
1997
First Quarter............... 49 59/64 31 27/64
Second Quarter.............. 47 1/8 30 59/64
Third Quarter .............. 54 5/8 45 35/64
Fourth Quarter.............. 60 19/64 48 35/64
1998
First Quarter............... 69 9/16 54 1/4
Second Quarter.............. 92 1/16 66 1/2
Third Quarter (through July
23, 1998)................. 103 3/16 92 5/8
Historical prices have been adjusted for a 2
for 1 stock split of Cisco Stock, which
became effective in the first quarter of 1996
and a 3 for 2 stock split of Cisco Stock
which became effective in the fourth quarter
of 1997.
Cisco has not paid cash dividends on Cisco
Stock to date. The Company makes no
representation as to the amount of dividends,
if any, that Cisco 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 Cisco 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 Cisco
Stock and positions in other instruments in
connection with such hedging. Such hedging
was carried out in a manner designed to
minimize any impact on the price of Cisco
Stock. Purchase activity could potentially
have increased the price of Cisco Stock, and
therefore effectively have increased the
level to which Cisco Stock must rise before a
holder of a Note would receive more than the
accreted principal amount on any Exchange
Date or Call Date. The Company, through its
subsidiaries, may modify the hedge position
noted above throughout the life of the Notes.
Although the Company has no reason to believe
that its hedging activity has had or will
have a material impact on the price of Cisco
Stock, there can be no assurance that the
Company has not or will not affect such price
as a result of its hedging activities.
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 6.06%, 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 a projected amount due at
maturity, equal to $1,492.20.
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 30, 1998]
Morgan Stanley Dean Witter & 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 29, 2005 (Exchangeable for Shares of
Common Stock of Cisco Systems, Inc.) of Morgan Stanley Dean Witter & Co.
(CUSIP No. 617446CY3) (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
Trading Day, as of the next Trading Day), provided that such day is prior
to the earliest of (i) July 29, 2005, (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. 37 dated July 23, 1998 (the "Pricing
Supplement") to the Prospectus Supplement dated March 26, 1998 and the
Prospectus dated March 26, 1998 related to Registration Statement No. 333-
46935. 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 Cisco 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 & 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
---------------
