PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 34 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated April 6, 1998 Dated July 21, 1998
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes
REset Put Securities due 2011 (the "REPS[SM]")
The REset Put Securities due 2011 (Euro Floating Rate Senior
Bearer Notes) (the "REPS[SM]") of Morgan Stanley Dean Witter & Co. (the
"Company") are further described under "Description of Notes--Floating Rate
Notes" in the accompanying Prospectus Supplement, subject to and as modified
by the Coupon Reset Process and other provisions described below.
The REPS will be redeemable in whole, but not in part, at the
option of the Company or its assignee (the "Callholder") upon not less than
15 Business Days notice on August 3, 2001 (the "Coupon Reset Date"). Whether
by operation of the Call Option or the Put Option as described below, holders
of the REPS prior to the Coupon Reset Date will be required to tender their
REPS on such date.
The REPS will be issued only in bearer form, which form is
further described under "Description of the Notes--Forms, Denominations,
Exchange and Transfer" in the accompanying Prospectus Supplement. REPS in
bearer form will not be exchangeable at any time for REPS in registered form
at the option of the holder.
Application has been made to the London Stock Exchange Limited
(the "London Stock Exchange") for the REPS to be admitted on the Official
List. The REPS constitute longer term debt securities issued in accordance
with regulations made under section 4 of the Banking Act 1987.
Principal Amount: Pound Sterling 200,000,000
Maturity Date: August 3, 2011. See "Other Provisions --
Call Option" " -- Put Option" below.
Date of Issuance and
Settlement Date: August 3, 1998
Interest Accrual Date: August 3, 1998
Issue Price: 99.946%
See "Plan of Distribution" below.
Specified Currency: Sterling ("pound")
Redemption Date: Redeemable in whole, but not in part, at the
option of the Callholder upon not less than 15
Business Days notice on the Coupon Reset Date.
See "Other Provisions -- Call Option" below.
Redemption Price: 100.00%
Annual Redemption
Percentage Reduction: N/A
Total Amount of OID: N/A
Original Yield to
Maturity: N/A
Initial Accrual Period
OID: N/A
Base Rate: LIBOR (on an actual/365 (fixed) day count basis) to
but excluding the Coupon Reset Date. See "Other
Provisions" below.
Index Maturity: 3 Month
Index Currency: Sterling
Spread (plus or minus): Plus 0.15% per annum.
Spread Multiplier: N/A
Alternate Rate Spread
Event: N/A
Interest Rate: From and including the Date of Issuance
to but excluding the Coupon Reset Date: 3 month
Sterling LIBOR, plus the Spread. From and
including the Coupon Reset Date to but excluding
the Maturity Date: the Coupon Reset Rate, as
described in "Other Provisions -- Coupon Reset
Process" below and subject to the exercise of the
Call Option and payment of the Call Price, as
described in "Other Provisions -- Call Option"
below.
(continued on next page)
Capitalized terms not defined above have the meanings given to such terms
in the accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
ABN AMRO
BARCLAYS CAPITAL
GREENWICH NATWEST
SOCIETE GENERALE
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES,
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE
OFFERING, AND MAY BID FOR AND PURCHASE, THE NOTES IN THE OPEN MARKET. FOR
A DESCRIPTION OF THESE ACTIVITIES SEE "PLAN OF DISTRIBUTION" HEREIN AND IN
THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PROSPECTUS.
Initial Interest Reset
Date: November 3, 1998
Interest Reset Dates: Each Interest Payment Date from and including
November 3, 1998 to and including the Coupon Reset
Date.
Interest Reset Period: The period from and including an Interest Reset
Date to but excluding the immediately succeeding
Interest Reset Date.
Interest Determination
Dates: Each Interest Reset Date to but excluding the
Coupon Reset Date. See "Other Provisions" below.
Interest Payment Dates: Each February 3, May 3, August 3 and November 3,
commencing November 3, 1998 to and including the
Coupon Reset Date; provided that if any such date
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.
From and excluding the Coupon Reset Date: each
August 3; provided, that if, during any period on
or after the Coupon Reset Date, an Interest
Payment Date would fall on a day that is not a
Business Day, payment of interest or principal
otherwise payable on such date need not be made on
such date, but may be made on the next succeeding
Business Day, and no interest on such payment
shall accrue for the period from and after the
Interest Payment Date to such next succeeding
Business Day.
Coupon Reset Date: August 3, 2001; provided that if any such date is
not a Business Day, the Coupon Reset 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 the
Coupon Reset Date will be the immediately
preceding day that is a Business Day.
Interest Payment Period: Quarterly through the Coupon Reset Date,
then annually.
Reporting Service: Telerate 3750
Optional Repayment
Date(s): See "Other Provisions -- Put Option" below.
Minimum
Denominations: Pound Sterling 100,000
Calculation Agent: ABN AMRO Bank N.V. (London Branch)
Principal Paying Agent: The Chase Manhattan Bank (London Branch)
Exchange Rate Agent: Morgan Stanley & Co. International Limited ("MSIL")
Common Code: 8947821
ISIN: XS0089478217
Business Days: London, New York
(continued on next page)
OTHER PROVISIONS:
Call Option: Upon notice as described below (the "Call
Notice"), the Callholder may call the REPS, in whole but not in part (the
"Call Option"), on the Coupon Reset Date, at a price equal to 100% of the
principal amount thereof (the "Call Price"). The Callholder (if other than
the Company) will not be obligated to pay accrued but unpaid interest to but
excluding the Coupon Reset Date. Such interest will be paid by the Company on
the Coupon Reset Date to the holders of the REPS. The Call Notice shall be
given to the Trustee (with a copy to the Principal Paying Agent), in writing,
prior to 4:00 p.m., London time (11:00 a.m., New York time), no later than 15
Business Days prior to the Coupon Reset Date. The Call Notice may be revoked
by the Callholder at any time prior to 2:00 p.m., London time (9:00 a.m., New
York time), on the Business Day prior to the Coupon Reset Date.
If the Callholder exercises its rights under the Call Option,
unless terminated in accordance with its terms, then (i) not later than 2:00
p.m., London time, on the Business Day prior to the Coupon Reset Date, the
Callholder will deliver the Call Price in immediately available funds to the
Principal Paying Agent for payment of the Call Price on the Coupon Reset Date
and (ii) the holders of REPS will be required to deliver and will be deemed to
have delivered the REPS to the Callholder against payment of the Call Price
thereof on the Coupon Reset Date through the facilities of a common depositary
(the "Depositary") for the Euroclear Operator and Cedel Bank. No holder of
any REPS or any interest therein will have any right or claim against the
Callholder as a result of the Callholder's decision whether or not to exercise
the Call Option or performance or nonperformance of its obligations with
respect thereto or against the Callholder with respect to any failure by the
Company to pay the interest above on the Coupon Reset Date or any other date.
Except as otherwise specified in clause (i) below, the Call
Option will automatically and immediately terminate, no payment will be due
thereunder from the Callholder and the Coupon Reset Process will terminate, if
any of the following occurs: (i) an Event of Default occurs under Section 5.1
clauses (a), (b), (c), (f), (g) or (h) of the Senior Indenture (in such event,
termination is at the Callholder's option) or under Section 5.1 clauses (d) or
(e) of the Senior Indenture (in such event, termination is automatic); (ii)
the Callholder fails to deliver the Call Notice to the Trustee prior to 4:00
p.m., London time (11:00 a.m., New York time), on the fifteenth Business Day
prior to the Coupon Reset Date or revokes the Call Notice as aforesaid; (iii)
on the Bid Date, fewer than two Dealers submit timely Bids (each as defined
below) substantially as provided below; or (iv) the Callholder fails to pay
the Call Price by 2:00 p.m., London time, on the Business Day prior to the
Coupon Reset Date. See "Other Provisions -- Coupon Reset Process" below.
Upon any termination of the Call Option (as set forth above),
notice of such termination will be promptly given in writing to the Trustee by
the Callholder (with respect to clause (ii) or (iv) above), by the Calculation
Agent (with respect to clause (iii) above) or by the Company (with respect to
clause (i) above). If the Call Option is not exercised or the Call Option
otherwise terminates, the Trustee will be required to exercise the Put Option
described below.
Immediately following the Settlement Date of the REPS, the
"Callholder" will be ABN AMRO Bank N.V. (London Branch). Thereafter, the
Callholder from time to time may assign all (but not less than all) its rights
and obligations under the Call Option to a substitute Callholder, in each case
without notice to or consent of the holders of the REPS but with notice to the
Trustee (with a copy to the Principal Paying Agent).
Put Option: If the Call Option is not exercised or the Call
Option otherwise terminates, the Trustee will be obligated to exercise the
right of the holders of the REPS to require the Company to purchase the REPS,
in whole but not in part (the "Put Option"), on the Coupon Reset Date at a
price equal to 100% of the principal amount thereof (the "Put Price"), plus
accrued but unpaid interest to but excluding such Coupon Reset Date, such
interest to be paid by the Company on the Coupon Reset Date to the holders of
the REPS as of the most recent record date. If the Trustee exercises the Put
Option, then the Company shall deliver the Put Price in immediately available
funds to the Principal Paying Agent by no later than 3:00 p.m., London time
(10:00 a.m., New York time), on the Coupon Reset Date, and the holders of the
REPS will be required to deliver and will be deemed to have delivered the REPS
to the Company against payment of the Put Price thereof on the Coupon Reset
Date through the facilities of the Depositary. REPS that have been paid
pursuant to the Put Option shall be canceled and no REPS may be issued in lieu
of or in exchange therefor. By its purchase of REPS, each holder irrevocably
agrees that the Trustee shall exercise the Put Option for or on behalf of such
holder as provided herein. No holder of any REPS or any interest therein has
the right to consent or object to the exercise of the Trustee's duties under
the Put Option. If the Call Option is not exercised or otherwise terminates,
the Put Option shall be deemed exercised by the Trustee without any
requirement of notice to or consent of the Company or the holders of the REPS.
The transactions described above will be executed on the Coupon
Reset Date through the Depositary in accordance with the procedures of the
Depositary and of the Euroclear Operator and Cedel Bank.
Notice to Holders by Trustee: In anticipation of the required
exercise of the Call Option or the Put Option on the Coupon Reset Date, the
Trustee will notify the holders of the REPS, not less than 30 days nor more
than 60 days prior to the Coupon Reset Date, that all REPS shall be delivered
on the Coupon Reset Date through the facilities of the Depositary against
payment of the Call Price by the Callholder under the Call Option or payment
of the Put Price by the Company under the Put Option.
Coupon Reset Process: In the event the Call Option has been
exercised with respect to the REPS, the interest rate to be paid on the REPS
from and including the Coupon Reset Date to but excluding the Maturity Date
(provided that the Call Price has been paid) will be determined in accordance
with the provisions described below (the "Coupon Reset Process"). The Company
and the Calculation Agent will use reasonable efforts to complete the Coupon
Reset Process in as timely a manner as possible.
(a) No later than seven Business Days prior to the Coupon Reset
Date, the Company will provide the Calculation Agent with (i) a list (the
"Dealer List"), containing the names and addresses of three dealers, none of
which shall be an affiliate of the Company, from which the Company wishes the
Calculation Agent to obtain Bids for the purchase of the REPS and (ii) such
other material as may reasonably be requested by the Calculation Agent to
facilitate a successful Coupon Reset Process. For U.S. federal tax income
purposes, the dealers will not be United States persons and will not act
through a branch in the United States.
(b) Within one Business Day following receipt by the
Calculation Agent of the Dealer List, the Calculation Agent will provide to
each dealer ( a "Dealer") on the Dealer List (i) a copy of the Pricing
Supplement dated July 21, 1998, together with the Prospectus Supplement dated
April 6, 1998 and Prospectus dated March 26, 1998, relating to the offering of
the REPS (collectively, the "Pricing Supplement"), (ii) a copy of the form of
REPS and (iii) a written request that each Dealer submit a Bid to the
Calculation Agent by 2:30 p.m., London time, on the third Business Day prior to
the Coupon Reset Date (the "Bid Date"). "Bid" means an irrevocable written
offer given by a Dealer for the purchase of all of the REPS, settling on the
Coupon Reset Date, and shall be quoted by such Dealer as a stated yield to
maturity on the REPS ("Yield to Maturity"). Within one Business Day following
receipt by the Calculation Agent of the Dealer List, each Dealer shall also be
provided by the Calculation Agent with (i) the name of the Company, (ii) an
estimate of the Purchase Price (which shall be stated as a U.K. Sterling
amount and be calculated by the Calculation Agent in accordance with paragraph
(c) below), (iii) the principal amount and maturity of the REPS and (iv) the
method by which interest will be calculated on the REPS.
(c) The purchase price for the REPS in connection with the
exercise of the Call Option (the "Purchase Price") shall be equal to (i) the
principal amount of the outstanding REPS, plus (ii) a premium (the "REPS
Premium") which shall be equal to the excess, if any, of (A) the discounted
present value to the Coupon Reset Date of a bond with a maturity of August 3,
2011 which has an interest rate of 6.461% per annum, annual 30/360 interest
payments on each August 3, commencing August 3, 2002 and a principal amount
equal to the principal amount of the outstanding REPS, and assuming a discount
rate equal to the Sterling Swap Rate over (B) the principal amount of the
outstanding REPS. The "Sterling Swap Rate" means the annual 30/360 equivalent,
as calculated by the Calculation Agent (see below), of the 10-year Sterling
Swap Rate (mid-market, semi-annual, actual/365) on the Bid Date. The "10-
year Sterling Swap Rate" will be calculated by the Calculation Agent and
will be the arithmetic mean of the mid-market quotations on a 10-year
Sterling Swap obtained from five reference dealers in the Sterling Swap
Market at 2:00 p.m., London time, on the Bid Date, excluding the highest
and the lowest rates from the calculation; provided that, if the
Calculation Agent, using its best efforts, cannot obtain at least four such
rates by 3:00 p.m., London time, then the Calculation Agent shall determine
the 10-year Sterling Swap Rate using its best judgment and in good faith.
The annual 30/360 equivalent of the 10-year Sterling Swap Rate will be
calculated by the Calculation Agent and will be equal to the product of 1)
100 and 2) the number represented by the following formula:
( 1 + 10-year Sterling Swap Rate )^2
( ------------------------------ ) - 1
( 200 )
(d) The Calculation Agent will provide written notice to the
Company by 3:00 p.m., London time (10:00 a.m., New York time), on the Bid
Date, setting forth (i) the names of each of the Dealers from whom the
Calculation Agent received Bids on the Bid Date, (ii) the Bid submitted by
each such Dealer and (iii) the Purchase Price as determined pursuant to
paragraph (c) above. Except as provided below, the Calculation Agent will
thereafter select from the Bids received the Bid with the lowest Yield to
Maturity (the "Selected Bid"); provided, however, that (i) if the Calculation
Agent has not received a Bid from a Dealer by 3:00 p.m., London time on the
Bid Date, the Selected Bid shall be the lowest of all Bids received by such
time, (ii) if any two or more of the lowest Bids submitted are equivalent, the
Company shall in its sole discretion select any of such equivalent Bids (and
such selected Bid shall be the Selected Bid) and (iii) the Callholder or any
of its affiliates (so long as any such affiliate, for U.S. federal income tax
purposes, is neither a (A) United States person nor a (B) foreign person
acting through a branch, office, agent or permanent establishment in the
United States) will have the right to match the Bid with the lowest Yield to
Maturity, in which case such Bid shall be the Selected Bid. The Calculation
Agent will set the Coupon Reset Rate equal to the interest rate that will
amortize the REPS Premium fully over the term of the REPS at the Yield to
Maturity indicated by the Selected Bid. The Calculation Agent will notify the
Dealer that submitted the Selected Bid by 4:00 p.m., London time, on the Bid
Date.
(e) Immediately after calculating the Coupon Reset Rate for the
REPS, the Calculation Agent will provide written notice to the Company and the
Trustee, setting forth the Coupon Reset Rate. The Coupon Reset Rate for the
REPS will be effective from and including the Coupon Reset Date to but
excluding the Maturity Date.
(f) Unless the Callholder or one of its affiliates submitted
the Selected Bid, the Callholder will sell the REPS to the Dealer that made
the Selected Bid at the Purchase Price, such sale to be settled on the Coupon
Reset Date in immediately available funds.
The Calculation Agency Agreement provides that the Calculation Agent for the
REPS may resign at any time as Calculation Agent, such resignation to be
effective ten Business Days after the delivery to the Company and the Trustee
of notice of such resignation. In such case, the Company may appoint a
successor Calculation Agent for the REPS.
The Calculation Agent, in its individual capacity, may buy, sell, hold and
deal in the REPS and may exercise any vote or join in any action which any
holder of the REPS may be entitled to exercise or take as if it were not the
Calculation Agent. The Calculation Agent, in its individual capacity, may also
engage in any transaction with the Company as if it were not the Calculation
Agent.
UNITED STATES FEDERAL TAXATION:
The terms of the REPS provide that the Company and all holders of the REPS
agree to treat the REPS as maturing on the Coupon Reset Date for United States
federal income tax purposes. A remarketing of the REPS after the Coupon Reset
Date will comply with the limitations on offers, sales or delivery to United
States persons or persons in the United States or its possessions pursuant to
Section 163(f)(2)(B) of the Internal Revenue Code of 1986, as amended, and
applicable regulations. The investor should refer to the discussion under
"United States Federal Taxation" in the accompanying Prospectus Summary.
PLAN OF DISTRIBUTION:
The Company has agreed to sell to the underwriters listed below (the
"Underwriters"), and the Underwriters have severally agreed to purchase, the
principal amount of REPS set forth opposite their respective names below at a
net price of 99.771%. In addition, in consideration for the assignment of the
Call Option, as described above, ABN AMRO Bank N.V. (London Branch) will pay
to the Company, on the Settlement Date, an amount equal to 3.97% of the
principal amount of the REPS. Consequently, the net proceeds to the Company
will be 207,482,000, or 103.741% of the principal amount of the REPS.
Principal Amount of
Name REPS
---- -------------------
Morgan Stanley & Co. International Limited..... Pound 188,000,000
ABN AMRO Bank N.V.............................. Pound 3,000,000
Barclays de Zoete Wedd Limited................. Pound 3,000,000
NatWest Capital Markets Limited
(as agent for National Westminster Bank Plc).. Pound 3,000,000
Societe Generale............................... Pound 3,000,000
-------------------
Total.......................................... Pound 200,000,000
===================
The REPS are a new issue of securities with no established trading market.
While the Company has been advised by the Underwriters that the Underwriters
intend to make a market in the REPS, the Underwriters are not obligated to do
so. Thus, there can be no assurance as to whether there will be a secondary
market in the REPS or if there were to be such a secondary market, whether
such market would be liquid or illiquid.
In connection with the offering, the Underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of the REPS.
Specifically, the Underwriters may overallot in connection with the offering,
creating a syndicate short position. In addition, the Underwriters may bid
for, and purchase, REPS in the open market to cover such syndicate short
positions or stabilize the price of the REPS. Finally, the underwriting
syndicate may reclaim selling concessions allowed for distributing the REPS in
the offering if the syndicate repurchases previously distributed REPS in
syndicate covering transactions, in stabilization transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the REPS
above independent market levels. The Underwriters are not required to engage
in these activities, and may end any of these activities at any time.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute
to payments the Underwriters may be required to make in respect thereof.
