PROSPECTUS Dated June 2, 1997 Amendment No. 1 Dated February 10, 1998 to
PROSPECTUS SUPPLEMENT Pricing Supplement No. 43 to
Dated June 17, 1997 Registration Statement No. 333-27919
Dated February 3, 1998
Rule 424(b)(3)
Morgan Stanley, Dean Witter, Discover & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Senior Euro Fixed Rate Notes Due 2003
The Global Medium-Term Notes, Series D (Senior Euro Fixed Rate Notes Due
2003) described in this Pricing Supplement (the "Notes") will mature on the
Maturity Date. The Notes will not be redeemable at the option of Morgan Stanley,
Dean Witter, Discover & Co. (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.
It is a precondition to the issue of the Notes that they be registered with
the Comissao do Mercado de Valores Mobiliarios in Lisbon. The Global Medium-Term
Notes, Series D of the Company, including the Notes, have been listed on the
London Stock Exchange Limited (the "London Stock Exchange").
The Notes are further described under "Description of Notes--Fixed Rate
Notes" in the accompanying Prospectus Supplement, except that to the extent the
terms described below including, without limitation, the "Company's Option to
Transform Interest Rate," are inconsistent with such description, the terms
described below shall control.
Principal Amount: PTE 7,500,000,000
Maturity Date: March 3, 2003
Date of Issuance and
Settlement Date: March 3, 1998
Interest Accrual Date: March 3, 1998
Issue Price: 100.00% See "Plan of
Distribution" below.
Redemption Price: 100.00%
Interest Rate: 5.20%, subject to the
Company's option to
transform the interest rate
from a fixed rate to a
floating rate commencing on
March 3, 1999. Calculation
of accrued interest will be
made on a 30/360 basis.
See "Other Provisions--
Company's Option to
Transform Interest Rate"
below.
Interest Payment Dates: Each March 3, commencing March 3,
1999, provided that if any such day is
not a Business Day, such Interest
Payment Date will be the next
succeeding day that is a Business
Day, unless such succeeding Business
Day falls in the next succeeding
calendar month, in which case such
Interest Payment Date will be the
immediately preceding day that is a
Business Day. If the Company elects
to transform the interest rate from a
fixed rate to a floating rate
commencing on March 3, 1999,
interest will be paid semi-annually on
the LISBOR Interest Payment Dates.
See "Other Provisions-- Company's
Option to Transform Interest Rate"
below.
Business Days: 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, the
City of London or Lisbon.
Exchange Date: 40 Days after Date of Issuance (at
the earliest)
(continued on next page)
Capitalized terms not defined above have the meanings given to such
terms in the accompanying Prospectus Supplement.
Banco Chemical Finance
Caixa Geral de Depositos
Banco Nacional Ultramarino
Banco Bilbao Viscaya (Portugal)
Banco de Negocios Argentaria
Banco ESSI
Banco Mello de Investimentos Banco Santander de Negocios Portugal
(Continued from previous page)
Total Amount of OID: N/A
Original Yield to Maturity: N/A
Initial Accrual Period OID: N/A
Initial Redemption Date: N/A
Initial Redemption
Percentage: N/A
Annual Redemption
Percentage Reduction: N/A
Applicability of Modified
Payment upon
Acceleration: N/A
If Yes, State Issue Price: N/A
Optional Repayment
Date(s): N/A
Denominations: PTE 1,000,000
Specified Currency: Portuguese Escudo
Principal Paying Agent: The Chase Manhattan Bank
(London Branch)
Portuguese Paying Agent: Banco Chemical Finance, S.A.
Common Code: 008441553
ISIN: XS0084415537
OTHER PROVISIONS:
Company's Option to Transform Interest Rate: At the Company's option, upon
notice on or prior to February 18, 1999, the Notes will bear interest,
commencing on March 3, 1999, at a floating rate equal to the following Base Rate
plus the Spread, as further described below
Base Rate: PTE 6 Month LISBOR as determined on the second Lisbon Banking Day
immediately preceding an Interest Reset Date.
Spread (Plus or Minus): Plus 0.275% per annum
Index Maturity: 6 months
"PTE 6 Month LISBOR" means the 6 month Lisbon Interbank Offered Rate that
appears on the Reporting Service at approximately 11:00 a.m., Lisbon time, on
each Interest Determination Date. If no such rate appears the Calculation Agent
will request the principal Lisbon offices of each of six major reference banks
in the Lisbon interbank market, as selected by the Calculation Agent (after
consultation with the Company), to provide the Calculation Agent with its
offered quotations for loans in Portuguese Escudos for the period of the Index
Maturity, commencing on the second Lisbon Banking Day immediately following such
Interest Determination Date, to prime banks in the Lisbon interbank market at
approximately 11:00 a.m., Lisbon time, on such Interest Determination Date and
in a principal amount equal to an amount of not less than the equivalent of
U.S.$1 million in Portuguese Escudos that is representative of a single
transaction in Portuguese Escudos in such market at such time. If at least two
such quotations are provided, PTE 6 month LISBOR will be the arithmetic mean of
such quotations. If fewer than two quotations are provided, PTE 6 month LISBOR
in respect of that Interest Determination Date will be the arithmetic mean of
the rates quoted by major banks in Lisbon, as selected by the Calculation Agent
(after consultation with the Company), at approximately 11:00 a.m., Lisbon time,
on such Interest Determination Date for loans in Portuguese Escudos to leading
European banks for a period of six months in a principal amount equal to an
amount of not less than the equivalent of U.S.$1 million in Portuguese Escudos.
"Lisbon Banking Day" means any day on which dealings in deposits in Portuguese
Escudos are transacted in the Lisbon interbank market.
"Interest Determination Date" with respect to any Interest Reset Date means the
second Lisbon Banking Day next preceding such Interest Reset Date.
Index Currency: Portuguese Escudo
Reporting Service: Reuters Page LBOA (or such other page as may replace that
page on that service for the purpose of displaying such rate)
LISBOR Interest Payment Dates: Each March 3 and September 3, commencing
September 3, 1999; provided that if any such day is not a Business Day, such
Interest Payment Date will be the next succeeding day that is a Business Day,
unless such succeeding Business Day falls in the next succeeding calendar month,
in which case such Interest Payment Date will be the immediately preceding day
that is a Business Day.
If the Company elects to transform the interest rate from a fixed rate to a
floating rate, calculation of accrued interest will be made on the basis of
actual days elapsed and 365-day years (fixed) from and including March 3, 1999.
LISBOR Interest Payment Period: Semi-annually
Interest Reset Periods: The period from and including an Interest Reset Date to
but excluding the immediately succeeding Interest Reset Date.
Interest Reset Dates: Each Interest Payment Date
Calculation Agent: Chase Manhattan Bank (London Branch)
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Plan of Distribution:
On February 3, 1998, the Company agreed to sell to the managers listed in
this Pricing Supplement (the "Managers"), and the Managers severally agreed to
purchase, the principal amount of Notes set forth opposite their respective
names below at a net price of 99.85%.
Name Principal Amount of
----- -----------------
Banco Chemical Finance, S.A. ........................... PTE 4,200,000,000
Caixa Geral de Depositos, S.A. ........................ 750,000,000
Banco Nacional Ultramarino, S.A. ....................... 550,000,000
Banco Bilbao Viscaya (Portugal), S.A. .................. 500,000,000
Banco de Negocios Argentaria, S.A., sucursal
em Portugal........................................... 500,000,000
Banco ESSI, S.A. ...................................... 500,000,000
Banco Mello de Investimentos, S.A. ..................... 250,000,000
Banco Santander de Negocios Portugal, S.A. ............ 250,000,000
Total............................................ PTE 7,500,000,000
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