PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 15 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated April 6, 1998 Dated May 5, 1998
Rule 424(b)(3)
$5,016,000
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES E
Senior Fixed Rate Notes
8.9% REVERSE EXCHANGEABLE NOTES DUE MAY 19, 2000
Exchangeable at the Option of the Company for Shares of Common Stock of
General Electric Company
The 8.9% Reverse Exchangeable Notes due May 19, 2000 the
"Notes", are Medium-Term Notes, Series E (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 Notes will bear interest at the rate of 8.9% per
annum (the "Stated Coupon Rate") payable annually on May 19 of each year (each
an "Interest Payment Date"), commencing May 19, 1999. The Notes are issued in
minimum denominations of $3,800 ("Par") and will mature on May 19, 2000. The
Notes will not be redeemable at the option of the Company prior to the Maturity
Date other than under the circumstances described under "Description of
Notes-Tax Redemption" in the accompanying Prospectus Supplement.
The Notes will be issued only in bearer form, which form is
further described under "Description of Notes--Forms, Denominations, Exchange
and Transfer" in the accompanying Prospectus Supplement. Notes in bearer form
will not be exchangeable at any time for Notes in registered form.
At maturity, the Company may redeem the Notes, in whole but not
in part, either by paying the par amount of each Note in cash or by exchanging
each $3,800 principal amount of such Note for 50 shares (the "Exchange Ratio")
of the common stock, par value $0.16 per share ("General Electric Stock"), of
General Electric Company ("General Electric"). The Exchange Ratio will be
adjusted for certain corporate events. See "Adjustments to Exchange Ratio"
in this Pricing Supplement. If the Company elects to deliver General Electric
Stock at maturity, the value of the General Electric Stock received by a
holder of a Note at maturity, determined as described herein, will be less
than the principal amount of such Note.
General Electric is neither affiliated with the Company nor
involved in this offering of the Notes. The closing price on the New York
Stock Exchange of the General Electric Stock on the date of this Pricing
Supplement was $83 5/16 (the "Initial Market Price"). See "Historical
Information" in this Pricing Supplement for information on the range of market
prices for General Electric Stock.
The Company will cause any adjustments to the Exchange Ratio to
be determined by the Calculation Agent for The Chase Manhattan 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-4 and PS-5 herein.
------------------------
PRICE $3,800 PER NOTE(1)
------------------------
MORGAN STANLEY DEAN WITTER
(1) Plus accrued interest, if any, from May 5, 1998.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF GENERAL ELECTRIC STOCK.
SPECIFICALLY, THE AGENT MAY OVERALLOT IN CONNECTION WITH THE OFFERING, AND MAY
BID FOR, AND PURCHASE GENERAL ELECTRIC STOCK IN THE OPEN MARKET. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "USE OF PROCEEDS AND HEDGING" AND
"SUPPLEMENTAL INFORMATION CONCERNING PLAN OF DISTRIBUTION."
Capitalized terms not defined herein have the meanings given to such terms in
the accompanying Prospectus Supplement.
Principal Amount.............. $5,016,000
Maturity Date................. May 19, 2000
Stated Coupon Rate............ 8.9% per annum
Interest Payment Dates........ Each May 19, commencing May 19, 1999
Specified Currency............ U.S. Dollars
Issue Price................... $3,800
Original Issue Date
(Settlement Date)........... May 19, 1998
Common Code................... 8721432
ISIN.......................... XS0087214325
Initial Market Price.......... $83 5/16, the closing price on the New
York Stock Exchange of General Electric Stock
on the date of this Pricing Supplement.
Clearing Systems.............. The Notes will be deposited with a common
depositary for the Euroclear Operator and
Cedel Bank, for credit to the account
designated by or on behalf of the subscribers
thereof.
Senior Note or
Subordinated Note........... Senior
Minimum Denominations......... $3,800 and integral multiples thereof
Agent......................... Morgan Stanley & Co. International Limited
Trustee....................... The Chase Manhattan Bank (London Branch)
Payment at Maturity .......... At maturity, the Company may redeem the
Notes, in whole but not in part, either by
paying the par amount of each Note in cash or
by exchanging each $3,800 principal amount of
such Note for 50 shares (the "Exchange
Ratio") of General Electric Stock. If the
Company elects to deliver shares of General
Electric Stock, it will, or will cause the
Calculation Agent to, notify the Trustee, the
Euroclear Operator and Cedel Bank of such
election on or prior to 4:00 p.m. (Brussels
time) on the Company Notice Date. The
Company will, or will cause the Calculation
Agent to, deliver such shares of General
Electric Stock to the Trustee for delivery to
the holders. References to payment "per
Note" refer to each $3,800 principal amount
of any Note.
Company Notice Date........... May 17, 2000
No Fractional Shares ......... If at maturity the Company chooses to deliver
shares of General Electric Stock, the Company
will pay cash in lieu of delivering
fractional shares of General Electric Stock
in an amount equal to the corresponding
fractional Market Price of General Electric
Stock, as determined by the Calculation Agent
on the Company Notice Date.
Exchange Ratio................ 50, subject to adjustment for certain
corporate events. See "Adjustments to
Exchange Ratio" below.
Market Price.................. If General Electric Stock (or any other
security for which a Market Price must be
determined) is listed on a national
securities exchange, is a security of The
Nasdaq National Market ("NASDAQ NMS") or is
included in the OTC Bulletin Board Service
("OTC Bulletin Board") operated by the
National Association of Securities Dealers,
Inc. (the "NASD"), the Market Price for one
share of General Electric Stock (or one unit
of any such other security) on any NYSE
Trading Day means (i) the first reported sale
price, regular way, on such day on the
principal United States securities exchange
registered under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), on
which General Electric Stock (or any other
such security) is listed or admitted to
trading or (ii) if not listed or admitted to
trading on any such securities exchange or if
such first reported sale price is not
obtainable, the first reported sale price on
the over-the-counter market as reported on
the NASDAQ NMS or OTC Bulletin Board on such
day. If the first reported sale price is not
available pursuant to clause (i) or (ii) of
the preceding sentence, the Market Price for
any NYSE Trading Day shall be the mean, as
determined by the Calculation Agent, of the
bid prices for General Electric Stock (or any
such other security) obtained from as many
dealers in such security, but not exceeding
three, as will make such bid prices available
to the Calculation Agent. The term "NASDAQ
NMS security" shall include a security
included in any successor to such system and
the term "OTC Bulletin Board Service" shall
include any successor service thereto.
NYSE Trading Day.............. A day on which trading is generally conducted
in the over-the- counter market for equity
securities in the United States and on the New
York Stock Exchange, as determined by the
Calculation Agent, and on which a Market
Disruption Event (as defined below) has not
occurred.
Business Day.................. Any day, other than a Saturday or a 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 or The City of London.
Calculation Agent............. Morgan Stanley & Co. International Limited
("MSIL")
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. MSIL is
obligated to carry out its duties and
functions as Calculation Agent in good faith
and using its reasonable judgment.
Risk Factors.................. An investment in the Notes entails
significant risks not associated with similar
investments in a conventional debt security,
including the following:
If the Company chooses to redeem the Notes by
delivering General Electric Stock, the market
value of the General Electric Stock delivered
to a holder will be less than the principal
amount of such Notes and an investment in the
Notes would likely result in a loss.
There can be no assurance as to how the Notes
will trade in the secondary market or whether
such market will be liquid or illiquid. The
market value for the Notes will be affected
by a number of factors independent of the
creditworthiness of the Company and the value
of General Electric Stock, including, but not
limited to, the volatility of General
Electric Stock, the dividend rate on General
Electric Stock, market interest and yield
rates and the time remaining to the maturity
of the Notes. In addition, the value of
General Electric Stock depends on a number of
interrelated factors, including economic,
financial and political events, over which
the Company has no control. The market value
of the Notes is expected to depend primarily
on market interest and yield rates and the
extent of the depreciation, if any, of the
Market Price of General Electric Stock below
the Initial Market Price. The price at which
a holder will be able to sell Notes prior to
maturity may be at a discount, which could
be substantial, from the accreted principal
amount thereof, if, at such time, the Market
Price of General Electric Stock is below the
Initial Market Price. The historical market
prices of General Electric Stock should not
be taken as an indication of General Electric
Stock's future performance during the term of
any Note.
The Company is not affiliated with General
Electric and, although the Company as of the
date of this Pricing Supplement does not have
any material non-public information
concerning General Electric, corporate events
of General Electric, including those
described below in "Adjustments to the
Exchange Ratio," are beyond the Company's
ability to control and are difficult to
predict.
General Electric is not involved in the
offering of the Notes and has no obligations
with respect to the Notes, including any
obligation to take the interests of the
Company or of holders of Notes into
consideration for any reason. General
Electric will not receive any of the proceeds
of the offering of the Notes made hereby and
is not responsible for, and has not
participated in, the determination of the
timing of, prices for or quantities of, the
Notes offered hereby.
Because the Calculation Agent is an affiliate
of the Company, potential conflicts of
interest may exist between the Calculation
Agent and the holders of the Notes, including
with respect to certain adjustments to the
Exchange Ratio that may influence the amount
of General Electric Stock received by
investors if the Company elects to deliver
General Electric Stock at maturity. 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 through
the NYSE Trading Day preceding the Company
Notice Date as follows:
1. If General Electric Stock is subject to a
stock split or reverse stock split, then once
such split has become effective, the Exchange
Ratio will be adjusted to equal the product
of the prior Exchange Ratio and the number of
shares issued in such stock split or reverse
stock split with respect to one share of
General Electric Stock.
2. If General Electric Stock is subject to a
stock dividend (issuance of additional shares
of General Electric Stock that is given
ratably to all holders of shares of General
Electric Stock), then once the dividend has
become effective and General Electric Stock
is trading ex-dividend, the Exchange Ratio
will be adjusted so that the new Exchange
Ratio shall equal the prior Exchange Ratio
plus the product of (i) the number of shares
issued with respect to one share of General
Electric Stock and (ii) the prior Exchange
Ratio.
3. There will be no adjustments to the Exchange
Ratio to reflect cash dividends or other
distributions paid with respect to General
Electric Stock other than distributions
described in paragraph 6 below and
Extraordinary Dividends as described below. A
cash dividend or other distribution with
respect to General Electric Stock will be
deemed to be an "Extraordinary Dividend" if
such dividend or other distribution exceeds the
immediately preceding non- Extraordinary
Dividend for General Electric Stock by an
amount equal to at least 10% of the Market
Price of General Electric Stock on the NYSE
Trading Day preceding the ex-dividend date for
the payment of such Extraordinary Dividend (the
"ex-dividend date"). If an Extraordinary
Dividend occurs with respect to General
Electric Stock, the Exchange Ratio with respect
to General Electric Stock will be adjusted on
the ex-dividend date with respect to such
Extraordinary Dividend so that the new Exchange
Ratio will equal the product of (i) the then
current Exchange Ratio and (ii) a fraction, the
numerator of which is the Market Price on the
NYSE Trading Day preceding the ex-dividend
date, and the denominator of which is the
amount by which the Market Price on the NYSE
Trading Day preceding the ex-dividend date
exceeds the Extraordinary Dividend Amount. The
"Extraordinary Dividend Amount" with respect to
an Extraordinary Dividend for General Electric
Stock will equal (i) in the case of cash
dividends or other distributions that
constitute quarterly dividends, the amount per
share of such Extraordinary Dividend minus the
amount per share of the immediately preceding
non-Extraordinary Dividend for General Electric
Stock or (ii) in the case of cash dividends or
other distributions that do not constitute
quarterly dividends, the amount per share of
such Extraordinary Dividend. To the extent an
Extraordinary Dividend is not paid in cash, the
value of the non-cash component will be
determined by the Calculation Agent, whose
determination shall be conclusive. A
distribution on the General Electric Stock
described in paragraph 5 below that also
constitutes an Extraordinary Dividend shall
only cause an adjustment to the Exchange Ratio
pursuant to paragraph 5.
4. If General Electric issues rights or
warrants to all holders of General Electric
Stock to subscribe for or purchase General
Electric Stock at an exercise price per share
less than the Market Price of the General
Electric Stock on both (i) the date the
exercise price of such rights or warrants is
determined and (ii) the expiration date of
such rights or warrants, and if the
expiration date of such rights or warrants
precedes the maturity of the Notes, then the
Exchange Ratio will be adjusted to equal the
product of the prior Exchange Ratio and a
fraction, the numerator of which shall be the
number of shares of General Electric Stock
outstanding immediately prior to the issuance
of such rights or warrants plus the number of
additional shares of General Electric Stock
offered for subscription or purchase pursuant
to such rights or warrants and the
denominator of which shall be the number of
shares of General Electric Stock outstanding
immediately prior to the issuance of such
rights or warrants plus the number of
additional shares of General Electric Stock
which the aggregate offering price of the
total number of shares of General Electric
Stock so offered for subscription or purchase
pursuant to such rights or warrants would
purchase at the Market Price on the
expiration date of such rights or warrants,
which shall be determined by multiplying such
total number of shares offered by the
exercise price of such rights or warrants and
dividing the product so obtained by such
Market Price.
5. If (i) there occurs any reclassification of
General Electric Stock, (ii) General Electric
or any surviving entity or subsequent surviving
entity of General Electric (a "General Electric
Successor") has been subject to a merger,
combination or consolidation and is not the
surviving entity, (iii) any statutory exchange
of securities of General Electric or any
General Electric Successor with another
corporation occurs (other than pursuant to
clause (ii) above), (iv) General Electric is
liquidated, (v) General Electric issues to all
of its shareholders equity securities of an
issuer other than General Electric (other than
in a transaction described in clauses (ii),
(iii) or (iv) above) (a "Spin-off Event") or
(vi) a tender or exchange offer is consummated
for all the outstanding shares of General
Electric Stock (any such event in clauses (i)
through (vi) a "Reorganization Event"), the
method of determining the amount payable upon
exchange at maturity for each Note if the
Company elects to deliver shares of General
Electric Stock will be adjusted to provide that
each holder of Notes will receive at maturity,
in respect of each $3,800 principal amount of
each Note, securities, cash or any other assets
distributed in any such Reorganization Event,
including, in the case of a Spin- off Event,
the share of General Electric Stock with
respect to which the spun-off security was
issued (collectively, the "Exchange Property")
in an amount with a value equal to (a) if the
Exchange Ratio has not been adjusted prior to
maturity, the Transaction Value or (b) if the
Exchange Ratio has been adjusted, an amount
equal to the product of the final Exchange
Ratio and the Transaction Value. If Exchange
Property consists of more than one type of
property, holders of Notes will receive at
maturity a pro rata share of each such type of
Exchange Property. "Transaction Value" at any
date means (i) for any cash received in any
such Reorganization Event, the amount of cash
received per share of General Electric Stock,
(ii) for any property other than cash or
securities received in any such Reorganization
Event, the market value, as determined by the
Calculation Agent, as of the date of receipt,
of such Exchange Property received for each
share of General Electric Stock and (iii) for
any security received in any such
Reorganization Event, an amount equal to the
Market Price, as of the date on which the
Transaction Value is determined, per share of
such security multiplied by the quantity of
such security received for each share of
General Electric Stock. The Transaction Value
will be calculated on the Company Notice Date.
6. If more than one of the events set out
above occurs, the adjustments to the Exchange
Ratio for the second and subsequent events
shall be to the Exchange Ratio as adjusted
for preceding events.
For purposes of paragraph 5 above, in the
case of a consummated tender or exchange
offer for all Exchange Property of a
particular type, Exchange Property shall be
deemed to include the amount of cash or other
property paid by the offeror in the tender or
exchange offer with respect to such Exchange
Property (in an amount determined on the
basis of the rate of exchange in such tender
or exchange offer). In the event of a tender
or exchange offer with respect to Exchange
Property in which an offeree may elect to
receive cash or other property, Exchange
Property shall be deemed to include the kind
and amount of cash and other property received
by offerees who elect to receive cash.
No adjustments to the Exchange Ratio will be
required unless such adjustment would require
a change of at least 0.1% in the Exchange
Factor then in effect. The Exchange Ratio
resulting from any of the adjustments
specified above will be rounded to the
nearest one hundred-thousandth with five
one-millionths being rounded upward.
No adjustments to the Exchange Factor or
method of calculating the Exchange Ratio will
be made other than those specified above. The
adjustments specified above do not cover all
events that could affect the Market Price of
the General Electric Stock, including, without
limitation, a partial tender or exchange
offer for the General Electric Stock.
The Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to the Exchange
Ratio and of any related determinations and
calculations with respect to any
distributions of stock, other securities or
other property or assets (including cash) in
connection with any corporate event described
in paragraph 5 above, and its determinations
and calculations with respect thereto shall
be conclusive.
The Calculation Agent will provide
information as to any adjustments to the
Exchange Ratio upon written request by any
holder of the Notes.
Market Disruption Event....... "Market Disruption Event" means, with respect
to General Electric Stock:
(i) a suspension, absence or material
limitation of trading of General Electric
Stock on the primary market for General
Electric Stock for more than two hours of
trading or during the one-half hour period
preceding the close of trading in such
market; or the suspension, absence or
material limitation on the primary market
for trading in options contracts related to
General Electric Stock, if available,
during the one-half hour period preceding
the close of trading in the applicable
market, in each case as determined by the
Calculation Agent in its sole discretion;
and
(ii) a determination by the Calculation
Agent in its sole discretion that the
event described in clause (i) above
materially interfered with the ability of
the Company or any of its affiliates to
unwind all or a material portion of the
hedge with respect to the Notes.
For purposes of determining whether a Market
Disruption Event has occurred: (1) a
limitation on the hours or number of days of
trading will not constitute a Market
Disruption Event if it results from an
announced change in the regular business
hours of the relevant exchange, (2) a
decision to permanently discontinue trading
in the relevant contract will not constitute
a Market Disruption Event, (3) limitations
pursuant to New York Stock Exchange Rule 80A
(or any applicable rule or regulation enacted
or promulgated by the New York Stock
Exchange, any other self-regulatory
organization or the Securities and Exchange
Commission of similar scope as determined by
the Calculation Agent) on trading during
significant market fluctuations will
constitute a suspension or material
limitation of trading, (4) a suspension of
trading in an options contract on General
Electric Stock by the primary securities
market trading in such options, if available,
by reason of (x) a price change exceeding
limits set by such securities exchange or
market, (y) an imbalance of orders relating
to such contracts or (z) a disparity in bid
and ask quotes relating to such contracts
will constitute a suspension or material
limitation of trading in options contracts
related to General Electric Stock and (5) a
"suspension, absence or material limitation of
trading" on the primary securities market on
which options contracts related to General
Electric Stock are traded will not include
any time when such securities market is
itself closed for trading under ordinary
circumstances.
Alternate Exchange
Calculation in case
of an Event of Default...... In case an Event of Default with respect to
the Notes shall have occurred and be
continuing, the amount declared due and
payable upon any acceleration of any Note
shall be determined by MSIL, as Calculation
Agent, and shall be equal to the Issue Price
of a Note plus any accrued interest at the
Interest Rate to but not including the date
of acceleration.
General Electric Stock;
Public Information............ General Electric is a large and diversified
industrial corporation. General Electric
engages in developing, manufacturing and
marketing a variety of products for the
generation, transmission, distribution,
control and utilization of electricity.
General Electric Stock is registered under
the Exchange Act. Companies with securities
registered under the Exchange Act are
required to file periodically certain
financial and other information specified by
the Securities and Exchange Commission (the
"Commission"). Information provided to or
filed with the Commission can be inspected
and copied at the public reference facilities
maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C.
20549 or at its Regional Offices located at
Suite 1400, Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661 and at Seven
World Trade Center, 13th Floor, New York, New
York 10048, and copies of such material can
be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
In addition, information provided to or filed
with the Commission electronically can be
accessed through a Website maintained by the
Commission. The address of the Commission's
Website is http:/www.sec.gov. Information
provided to or filed with the Commission by
General Electric pursuant to the Exchange Act
of 1934 can be located by reference to
Commission file number 1-35. In addition,
information regarding General Electric may be
obtained from other sources including, but
not limited to, press releases, newspaper
articles and other publicly disseminated
documents. The Company makes no
representation or warranty as to the accuracy
or completeness of such reports.
THIS PRICING SUPPLEMENT RELATES ONLY TO THE
NOTES OFFERED HEREBY AND DOES NOT RELATE TO
GENERAL ELECTRIC STOCK OR OTHER SECURITIES OF
GENERAL ELECTRIC. ALL DISCLOSURES CONTAINED
IN THIS PRICING SUPPLEMENT REGARDING GENERAL
ELECTRIC ARE DERIVED FROM THE PUBLICLY
AVAILABLE DOCUMENTS DESCRIBED IN THE
PRECEDING PARAGRAPH. NEITHER THE COMPANY NOR
THE AGENT HAS PARTICIPATED IN THE PREPARATION
OF SUCH DOCUMENTS OR MADE ANY DUE DILIGENCE
INQUIRY WITH RESPECT TO GENERAL ELECTRIC IN
CONNECTION WITH THE OFFERING OF THE NOTES.
NEITHER THE COMPANY NOR THE AGENT MAKES ANY
REPRESENTATION THAT SUCH PUBLICLY AVAILABLE
DOCUMENTS OR ANY OTHER PUBLICLY AVAILABLE
INFORMATION REGARDING GENERAL ELECTRIC ARE
ACCURATE OR COMPLETE. FURTHERMORE, THERE CAN
BE NO ASSURANCE THAT ALL EVENTS OCCURRING
PRIOR TO THE DATE HEREOF (INCLUDING EVENTS
THAT WOULD AFFECT THE ACCURACY OR
COMPLETENESS OF THE PUBLICLY AVAILABLE
DOCUMENTS DESCRIBED IN THE PRECEDING
PARAGRAPH) THAT WOULD AFFECT THE TRADING
PRICE OF GENERAL ELECTRIC STOCK (AND
THEREFORE THE INITIAL MARKET PRICE AND THE
EXCHANGE RATIO) HAVE BEEN PUBLICLY DISCLOSED.
SUBSEQUENT DISCLOSURE OF ANY SUCH EVENTS OR
THE DISCLOSURE OF OR FAILURE TO DISCLOSE
MATERIAL FUTURE EVENTS CONCERNING GENERAL
ELECTRIC COULD AFFECT THE VALUE RECEIVED ON
ANY EXCHANGE DATE OR CALL DATE WITH RESPECT
TO THE NOTES AND THEREFORE THE TRADING PRICES
OF THE NOTES.
NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES
MAKES ANY REPRESENTATION TO ANY PURCHASER OF
NOTES AS TO THE PERFORMANCE OF GENERAL
ELECTRIC STOCK.
The Company or its affiliates may presently
or from time to time engage in business with
General Electric including extending loans
to, or making equity investments in, General
Electric or providing advisory services to
General Electric, including merger and
acquisition advisory services. In the course
of such business, the Company or its
affiliates may acquire non-public information
with respect to General Electric and, in
addition, one or more affiliates of the
Company may publish research reports with
respect to General Electric. The statement
in the preceding sentence is not intended to
affect the rights of holders of the Notes
under the securities laws. Any prospective
purchaser of a Note should undertake an
independent investigation of General Electric
as in its judgment is appropriate to make an
informed decision with respect to an
investment in General Electric Stock.
Historical Information........ The following table sets forth the high and
low closing price on the New York Stock
Exchange of General Electric Stock during
1995, 1996, 1997 and during 1998 through May
5, 1998. The closing price on the New York
Stock Exchange of General Electric Stock on
May 5, 1998 was $83 5/16. The closing
prices on the New York Stock Exchange of
General Electric Stock listed below were
obtained from Bloomberg Financial Markets.
The Company believes all such information to
be accurate. The historical prices of
General Electric Stock should not be taken as
an indication of future performance, and no
assurance can be given that the price of
General Electric Stock will increase
sufficiently to cause the beneficial owners
of the Notes to receive an amount in excess
of the principal amount on any Exchange Date
or Call Date.
<TABLE>
<CAPTION>
Dividends
General Electric High Low per Share
- ---------------- ---- --- ---------
<S> <C> <C> <C>
(CUSIP # 36960410)
1995
First Quarter....... 27 11/16 25 1/8 .205
Second Quarter...... 29 9/16 26 15/16 .205
Third Quarter....... 32 3/16 28 17/32 .205
Fourth Quarter...... 36 5/16 3 11/16 .205
1996
First Quarter....... 39 7/8 35 1/8 .23
Second Quarter...... 43 7/8 37 11/16 .23
Third Quarter....... 45 3/4 39 11/16 .23
Fourth Quarter...... 52 1/2 45 5/16 .23
1997
First Quarter....... 53 3/4 48 13/16 .26
Second Quarter...... 67 7/8 48 7/8 .26
Third Quarter....... 74 60 1/4 .26
Fourth Quarter...... 75 3/8 61 15/16 .26
1998
First Quarter....... 86 3/16 72 7/16 .30
Second Quarter
through
May 5, 1998....... 87 3/4 81 1/8 .30
</TABLE>
Historical prices have been adjusted for two
2 for 1 stock splits of General Electric
Stock, which became effective in the second
quarter of 1994 and the second quarter of
1997, respectively.
The Company makes no representation as to the
amount of dividends, if any, that General
Electric will pay in the future. In any
event, holders of the Notes will not be
entitled to receive dividends, if any, that
may be payable on General Electric Stock.
Use of Proceeds and Hedging... The net proceeds to be received by the
Company from the sale of the Notes will be
used for general corporate purposes and, in
part, by the Company or one or more of its
affiliates in connection with hedging the
Company's obligations under the Notes. See
also "Use of Proceeds" in the accompanying
Prospectus.
On or prior to the date of this Pricing
Supplement, the Company, through its
subsidiaries, hedged its anticipated exposure
in connection with the Notes by taking
positions in options contracts on General
Electric Stock listed on major securities
markets and positions in other instruments
that it deemed appropriate in connection with
such hedging. The Company, through its
subsidiaries, is likely to modify its hedge
position throughout the life of the Notes by
purchasing and selling General Electric Stock,
options contracts on General Electric Stock
listed on major securities markets or
positions in any other instruments that it
may wish to use in connection with such
hedging. Although the Company has no reason
to believe that its hedging activity will
have a material impact on the price of
General Electric Stock, there can be no
assurance that the Company will not affect
the price of General Electric Stock as a
result of its hedging activities.
United States Federal Taxation.. See "United States Federal Taxation" in the
accompanying Prospectus Supplement for the
principal United States federal income and
estate tax consequences of ownership and
disposition of the Notes.
