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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 If this Form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section
effective pursuant to General Instruction 12(g) of the Exchange Act and
A.(c), please check the following box. [X] 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
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 (Senior THE NEW YORK STOCK EXCHANGE
Fixed Rate Notes) Due August 15, 2006
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 (Senior Fixed Rate Notes) Due August 15, 2006
(the "Merrill Lynch Exchangeable Notes"). A description of the Merrill Lynch
Exchangeable Notes is set forth under the caption "Description of Debt
Securities" in the prospectus included within the Registration Statement of
Morgan Stanley Dean Witter & 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 Merrill Lynch Exchangeable Notes contained in the pricing
supplement dated August 7, 1998 to be filed pursuant to Rule 424(b) under the
Act, which contains the final terms and provisions of the Merrill Lynch
Exchangeable Notes 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 Merrill Lynch
Exchangeable Notes.
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: August 11, 1998 By: /s/ Ronald T. Carman
__________________________________
Name: Ronald T. Carman
Title: Assistant Secretary
INDEX TO EXHIBITS
Exhibit
No. Page No.
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4.1 Proposed form of Global Note evidencing the Merrill Lynch
Exchangeable Notes A-1
EXHIBIT 4.1
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR U.S.$15,000,000
CUSIP: 617446DA4
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)
EXCHANGEABLE NOTE DUE AUGUST 15, 2006
EXCHANGEABLE FOR SHARES OF COMMON STOCK OF
MERRILL LYNCH & CO.
<TABLE>
<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: N/A ORIGINAL MATURITY
[ ] DATE: See DATE: August 15,
"Company Exchange 2006
Right" below
INTEREST ACCRUAL INITIAL REDEMPTION APPLICABILITY OF OPTIONAL
DATE: N/A PERCENTAGE: See MODIFIED REPAYMENT
"Call Price" below PAYMENT UPON DATE(S): N/A
ACCELERATION:
See "Alternate
Calculation in case
of an Event of
Default" below
TOTAL AMOUNT OF ANNUAL REDEMPTION If yes, state Issue EXCHANGE RATE
OID: N/A PERCENTAGE Price: N/A AGENT: N/A
REDUCTION: See
"Call Price" below
ORIGINAL YIELD TO SPECIFIED CURRENCY:
MATURITY: N/A U.S. Dollars
INITIAL ACCRUAL INTEREST PAYMENT
PERIOD: N/A 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................... $980.204 (98.0204% of the principal amount at
maturity)
Exchange Right................ On any Exchange Date, subject to a prior call
of this Note for cash in an amount equal to
the Call Price by the Issuer as described
under "Company Exchange Right" below, the
holder of this Note shall be entitled upon
(i) completion by the holder and delivery to
the Issuer 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 this Note to the
Trustee, to exchange each $1,000 principal
amount of this Note for 9.13825 shares (the
"Exchange Ratio") of the common stock,
$1.33(1)/(3) par value ("Merrill Lynch
Stock"), of Merrill Lynch & Co. ("Merrill
Lynch"), subject to any adjustment (x) to the
Exchange Ratio or (y) in the stock, other
securities or other property or assets
(including cash) ("Other Exchange Property")
to be delivered instead of or in addition to
such Merrill Lynch Stock as a result of any
corporate event described under "Adjustments
to the Exchange Ratio" below, in each case,
required to be made prior to the close of
business on the second Business Day after any
such Exchange Date. Upon any such exchange,
the Issuer may, at its sole option, deliver
such Merrill Lynch Stock (or such Other
Exchange Property to be delivered instead of
or in addition to such Merrill Lynch Stock as
aforesaid) or pay an amount in cash for each
$1,000 principal amount of this Note equal
to the Exchange Ratio as of the close of
business on such Exchange Date times the
Market Price of one share of Merrill Lynch
Stock (or such Other Exchange Property) on
the Exchange Date, as determined by the
Calculation Agent, in lieu of such Merrill
Lynch Stock (or such Other Exchange
Property). Such delivery or payment shall be
made 3 Business Days after any Exchange Date,
subject to delivery of this Note to the
Trustee on the Exchange Date as aforesaid.
Upon any exercise of the Exchange Right, the
holder of this exchanged Note shall not be
entitled to receive any additional cash
payment representing any accrual of the
original issue discount ("Stated OID").
Prior to 9:30 a.m. on the first Business Day
immediately succeeding any Exchange Date, the
Issuer shall cause the Calculation Agent to
provide written notice to the Trustee at its
New York office and to The Depository Trust
Company, or any successor depositary ("DTC"),
on which notice the Trustee and DTC may
conclusively rely, (i) of its receipt of any
such "Official Notice of Exchange," (ii) of
the Issuer's determination to deliver shares
of Merrill Lynch Stock (or, if applicable, any
Other Exchange Property to be delivered as a
result of any corporate event described in
paragraphs 5 or 6 under "Adjustments to the
Exchange Ratio" below) or to pay cash for
each $1,000 principal amount of this Note and
(iii) if Merrill Lynch Stock (or, if
applicable, any Other Exchange Property) of
the number of shares of Merrill Lynch (or the
amount of such Other Exchange Property) and
of the amount of any cash to be paid in lieu
of fractional shares of Merrill Lynch Stock
(or of any other securities included in Other
Exchange Property, if applicable) or, if cash
is to be paid, of the amount of such cash for
each $1,000 principal amount of this Note.
If, as a result of any corporate event
described under "Adjustments to the Exchange
Ratio" occurring during the period from and
including the Exchange Date to but excluding
the third Business Day following the Exchange
Date, the Calculation Agent makes any
adjustment to the Exchange Ratio and
consequent adjustment to the number of shares
of Merrill Lynch Stock to be delivered or any
adjustment to the quantity of any Other
Exchange Property due to the holder of this
Note, the Calculation Agent shall give prompt
notice of any such adjustments to the Trustee
at its New York office and to DTC, on which
notice the Trustee may conclusively rely. No
adjustments to the Exchange Ratio will be
made after the Exchange Date if the Issuer
has given notice that it will deliver cash
for each $1,000 principal amount of this
Note.
The Issuer shall, or shall cause the
Calculation Agent to, deliver any such
Merrill Lynch Stock (or any Other Exchange
Property) or such cash to the Trustee for
delivery to the holders.
No Fractional Shares ......... If upon any exchange of this Note the Issuer
chooses to deliver Merrill Lynch Stock (and,
if applicable, any other stock or other
securities), the Issuer shall pay cash in lieu
of delivering fractional shares of Merrill
Lynch Stock (and, if applicable, of any other
stock or securities) in an amount equal to
the corresponding fractional Market Price of
such fraction of Merrill Lynch Stock (or, if
applicable, of such other stock or other
securities) as determined by the Calculation
Agent as of either (i) such Exchange Date, or
(ii) the second Business Day prior to the
Call Date or (iii) in the event of a
subsequent adjustment to the Exchange Ratio,
as of the date of such adjustment, as
applicable.
Exchange Ratio................ 9.13825, subject to adjustment for certain
corporate events. See "Adjustments to
Exchange Ratio" below.
Exchange Date................. Any Trading Day that falls during the period
beginning November 9, 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 in an amount equal to
the Call Price as described under "Company
Exchange Right" below, the Company Notice
Date.
Company Exchange Right ....... On or after August 7, 2001, the Issuer may
call this Note, in whole but not in part, for
mandatory exchange into Merrill Lynch Stock
(and, if applicable, any Other Exchange
Property) 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 Issuer shall
pay such applicable Call Price in cash on the
Call Date.
On or after the Company Notice Date, unless
the Issuer has called this Note for cash, the
holder of this Note shall continue to be
entitled to exercise the Exchange Right and
receive any amounts described under "Exchange
Right" above.
On the Company Notice Date, the Issuer shall
give notice of the Issuer's exercise of
the Company Exchange Right (i) to the
holder of this Note by mailing notice of
such exercise by first class mail, postage
prepaid, at least 30 days and not more
than 60 days prior to the date (the "Call
Date") on which the Issuer shall effect
such exchange at the holder's last address
as it shall appear upon the registry
books, (ii) to the Trustee by telephone or
facsimile confirmed by mailing such notice
to the Trustee by first class mail,
postage prepaid, at its New York office
and (iii) to DTC in accordance with the
applicable procedures set forth in the
Letter of Representations related to this
Note. Any notice which is mailed in the
manner herein provided shall be
conclusively presumed to have been duly
given, whether or not the holder of this
Note receives the notice. Failure to give
notice by mail, or any defect in the
notice to the holder of any Note shall not
affect the validity of the proceedings for
the exercise of the Company Exchange Right
with respect to any other Note.
The notice of the Issuer's exercise of the
Company Exchange Right shall specify (i) the
Call Date, (ii) whether Parity on the Trading
Date immediately prior to the Company Notice
Date is less than the Call Price for such
Company Notice Date so that the Issuer will
pay the applicable Call Price in cash on the
Call Date, (iii) the place or places of
payment in cash or, if Parity, as determined
by the Calculation Agent, is equal to or
greater than the Call Price, the place or
places of delivery of the Merrill Lynch
Stock, and, if applicable, of any Other
Exchange Property to be delivered as a result
of any corporate event described in
paragraphs 5 or 6 under "Adjustments to the
Exchange Ratio" (and of any cash to be paid
in lieu of fractional shares of Merrill Lynch
Stock (and, if applicable, of any such other
stock or securities)), (iv) the number of
shares of Merrill Lynch Stock (and, if
applicable, the quantity of any other
Exchange Property) to be delivered per $1,000
principal amount of this Note, (v) that such
delivery will be made upon presentation and
surrender of this Note and (vi) that such
exchange is pursuant to the Company Exchange
Right.
The notice of the Issuer's exercise of the
Company Exchange Right shall be given by the
Issuer or, at the Issuer's request, by the
Trustee in the name and at the expense of the
Issuer.
If Merrill Lynch Stock (and, if applicable,
any Other Exchange Property) is to be
delivered and, as a result of any corporate
event described under "Adjustments to the
Exchange Ratio" occurring during the period
from and including the Company Notice Date to
the close of business on the second Business
Day prior to the Call Date, the Calculation
Agent makes any adjustment to the Exchange
Ratio and consequent adjustment to the number
of shares of Merrill Lynch Stock to be
delivered or any adjustment to the quantity
of any Other Exchange Property due to the
holder of this Note, the Calculation Agent
shall give prompt notice of any such
adjustments to the Trustee at its New York
office and to DTC, on which notice the
Trustee and DTC may conclusively rely. No
adjustment to the Exchange Ratio shall be
made as a result of any corporate event
occurring after the close of business on the
second Business Day prior to the Call Date.
If this Note is so called for mandatory
exchange by the Issuer, then, unless the
holder subsequently exercises his Exchange
Right (the exercise of which shall not be
available to the holder following a call for
cash in an amount equal to the Call Price),
the Merrill Lynch Stock (and, if applicable,
any Other Exchange Property) or cash to be
delivered to the holder of this Note shall be
delivered on the Call Date fixed by the
Issuer and set forth in its notice of its
exercise of the Company Exchange Right, upon
delivery of this Note to the Trustee. Upon
an exchange by the Issuer (whether payment is
to be made in Merrill Lynch Stock (or any
Other Exchange Property) or cash), the holder
shall not receive any additional cash payment
representing any accrued Stated OID. Such
accrued Stated OID shall be deemed paid by
the delivery of Merrill Lynch Stock or cash.
The Issuer shall, or shall cause the
Calculation Agent to, deliver such shares of
Merrill Lynch Stock or cash to the Trustee
for delivery to the holders.
If this Note is not surrendered for exchange
on the Call Date, it shall be deemed to be no
longer Outstanding under, and as defined in,
the Senior Indenture (as defined below) after
the Call Date, except with respect to the
holder's right to receive Merrill Lynch Stock
(and, if applicable, any Other Exchange
Property) or cash due in connection with the
Company Exchange Right.
Company Notice Date........... Any Trading Day on or after August 7, 2001 on
which the Issuer 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 one share of
Merrill Lynch Stock on such Trading Day.
Call Price.................... The table below shows indicative Call Prices
for each $1,000 principal amount of this Note
on August 7, 2001 and at each August 7
thereafter to and including the Maturity
Date. The Call Price for each $1,000 principal
amount of this Note 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 shall be determined by the
Calculation Agent and shall 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
--------- ----------
August 7, 2001................ $987.53
August 7, 2002................ $990.00
August 7, 2003................ $992.48
August 7, 2004................ $994.96
August 7, 2005................ $997.45
August 7, 2006................ $999.94
Maturity...................... $1,000.00
Market Price.................. If Merrill Lynch 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 Merrill Lynch
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 Merrill Lynch
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 Merrill Lynch Stock (or
any such other security) obtained from as
many dealers in such security, but not
exceeding three, as shall 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.")
Adjustments to the Exchange
Ratio....................... The Exchange Ratio shall be adjusted as
follows:
1. If Merrill Lynch Stock is subject to a
stock split or reverse stock split, then once
such split has become effective, the Exchange
Ratio shall 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 Merrill Lynch Stock.
2. If Merrill Lynch Stock is subject to a
stock dividend (issuance of additional shares
of Merrill Lynch Stock that is given ratably
to all holders of shares of Merrill Lynch
Stock) then once the dividend has become
effective and Merrill Lynch Stock is trading
ex-dividend, the Exchange Ratio shall 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 Merrill Lynch
Stock and (ii) the prior Exchange Ratio.
3. There shall be no adjustments to the
Exchange Ratio to reflect cash dividends or
other distributions paid with respect to
Merrill Lynch Stock other than distributions
described in paragraph 6 below and
Extraordinary Dividends as described below.
A cash dividend or other distribution with
respect to Merrill Lynch Stock shall be
deemed to be an "Extraordinary Dividend" if
such dividend or other distribution exceeds
the immediately preceding non-Extraordinary
Dividend for Merrill Lynch Stock by an amount
equal to at least 10% of the Market Price of
Merrill Lynch 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 Merrill Lynch
Stock, the Exchange Ratio with respect to
Merrill Lynch Stock shall be adjusted on the
ex-dividend date with respect to such
Extraordinary Dividend so that the new
Exchange Ratio shall 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
Merrill Lynch Stock shall 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 Merrill Lynch 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
shall be determined by the Calculation Agent,
whose determination shall be conclusive. A
distribution on the Merrill Lynch 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 Merrill Lynch is being liquidated or is
subject to a proceeding under any applicable
bankruptcy, insolvency or other similar law,
this Note shall continue to be exchangeable
into Merrill Lynch Stock so long as a Market
Price for Merrill Lynch Stock is available.
If a Market Price is no longer available for
Merrill Lynch Stock for whatever reason,
including the liquidation of Merrill Lynch or
the subjection of Merrill Lynch to a
proceeding under any applicable bankruptcy,
insolvency or other similar law, then the
value of Merrill Lynch Stock shall equal zero
for so long as no Market Price is available.
5. If there occurs any reclassification or
change of Merrill Lynch Stock, or if Merrill
Lynch 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 Merrill Lynch as an
entirety or substantially as an entirety, in
each case as a result of which the holders of
Merrill Lynch Stock shall be entitled to
receive stock, other securities or other
property or assets (including cash) with
respect to or in exchange for such Merrill
Lynch Stock, then the holder of this Note
shall be entitled thereafter to exchange this
Note into the kind and amount of shares of
stock, other securities or other property or
assets (including cash) that the holder would
have owned or been entitled to receive upon
such reclassification, change, merger,
combination, consolidation, sale or
conveyance had the holder exchanged this Note
for Merrill Lynch Stock immediately prior to
any such corporate event. At such time, no
adjustment shall be made to the Exchange
Ratio.
6. If Merrill Lynch issues to all of its
shareholders equity securities of an issuer
other than Merrill Lynch (other than in a
transaction described in paragraph 5 above),
then the holder of this Note shall be
entitled to receive such new equity
securities upon exchange of this Note. The
Exchange Ratio for such new equity securities
shall equal the product of the Exchange Ratio
in effect for Merrill Lynch 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
Merrill Lynch Stock.
No adjustments to the Exchange Ratio shall 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 shall be rounded to the
nearest one thousandth with five
ten-thousandths being rounded upward.
No adjustments to the Exchange Ratio shall be
made other than those specified above.
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 shall provide
information as to any adjustments to the
Exchange Ratio upon written request by the
holder of this Note.
Market Disruption Event....... "Market Disruption Event" means, with respect
to Merrill Lynch Stock:
(i) a suspension, absence or material
limitation of trading of Merrill Lynch
Stock on the primary market for Merrill
Lynch 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 Merrill Lynch 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 Issuer or any of its affiliates to
unwind all or a material portion of the
hedge with respect to the Exchangeable
Notes Due August 15, 2006 (Exchangeable
for Shares of Common Stock of Merrill
Lynch & Co.) (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 shall 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 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 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 Merrill Lynch 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 shall
constitute a suspension or material
limitation of trading in options contracts
related to Merrill Lynch Stock and (5) a
"suspension, absence or material limitation
of trading" on the primary securities market
on which options contracts related to Merrill
Lynch Stock are traded shall 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 this Note
shall be determined by MS & Co, as
Calculation Agent, and shall be equal to the
Issue Price of this Note plus the accrued
Stated OID to but not including the date of
acceleration; provided that if (x) the holder
of this Note has submitted an Official Notice
of Exchange to the Issuer in accordance with
the Exchange Right or (y) the Issuer has
called this Note, 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
this Note equal to the Exchange Ratio times
the Market Price of one share of Merrill Lynch
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; provided
further that if the Issuer has called this
Note 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 $1,000 principal
amount of this Note equal to the applicable
Call Price. See "Call Price" above.
Morgan Stanley Dean Witter & Co., a Delaware corporation
(together with its successors and assigns, the "Issuer"), for value received,
hereby promises to pay to CEDE & Co., or registered assignees, the principal
sum of U.S. [$ ] (UNITED STATES DOLLARS [
] MILLION), 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.
ANNEX A
OFFICIAL NOTICE OF EXCHANGE
Dated: [On or after November 9, 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 August 15, 2006 (Exchangeable for Shares of Common
Stock of Merrill Lynch & Co.) of Morgan Stanley Dean Witter & Co. (CUSIP No.
617446DA4) (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) August
15, 2006, (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.
39 dated August 7, 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
Merrill Lynch 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________________________
