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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 is
A.(c), please check the following box. [X] 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
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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 (Sony THE AMERICAN STOCK EXCHANGE, INC.
Corporation 3% Currency Protected
Securities Due May 17, 2000) ("CPS")
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 (Sony Corporation 3% Currency Protected
Securities Due May 17, 2000) ("CPS"). A description of the CPS 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 CPS contained in the pricing supplement dated May
12, 1998 to be filed pursuant to Rule 424(b) under the Act, which contains the
final terms and provisions of the CPS 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 CPS.
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: May 12, 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 CPS A-1
EXHIBIT 4.1
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR U.S.$[ ]
CUSIP: 617446349
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)
3% MANDATORILY EXCHANGEABLE NOTE DUE MAY 17, 2000
SONY CORPORATION CURRENCY PROTECTED SECURITIES ("CPS(SM)"
or "SONY CPS" or "NOTES")
<TABLE>
<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: 3% ORIGINAL MATURITY
[ ] DATE: N/A DATE: May 17, 2000
INTEREST ACCRUAL INITIAL REDEMPTION APPLICABILITY OF OPTIONAL
DATE: [ ] PERCENTAGE: N/A MODIFIED REPAYMENT
PAYMENT UPON DATE(S): N/A
ACCELERATION:
N/A
TOTAL AMOUNT OF ANNUAL REDEMPTION If yes, state Issue Price: EXCHANGE RATE
OID: N/A PERCENTAGE AGENT: N/A
REDUCTION: N/A
ORIGINAL YIELD TO SPECIFIED CURRENCY:
MATURITY: N/A U.S. Dollars
INITIAL ACCRUAL INTEREST PAYMENT
PERIOD: N/A DATE(S): Each May
17 and November 16,
beginning November
16, 1998
APPLICABILITY OF INTEREST PAYMENT
ISSUER'S OPTION PERIOD: Semi-
TO EXTEND annual
ORIGINAL
MATURITY DATE:
N/A
If yes, state Final Maturity APPLICABILITY OF
Date: ANNUAL
INTEREST
PAYMENTS: N/A
OTHER PROVISIONS:
(see below)
</TABLE>
Denominations................. $ and integral multiples thereof
Amount Payable at Maturity.... At maturity (including as a result of
acceleration or otherwise) (except as
provided under "Equivalent Share Amount"
below), the Issuer shall, with respect to the
principal amount of this Sony CPS, upon
delivery of this Sony CPS to the Trustee,
deliver either (i) an amount in U.S. Dollars
equal to the product of the principal amount
thereof and the Stock Percentage Change (the
"Cash Amount") or (ii) if the holder so
elects, the Equivalent Share Amount. See
"Right to Receive Equivalent Share Amount"
below.
The Issuer shall, or shall cause the
Calculation Agent to, deliver U.S. Dollars
(or Sony ADRs, if the holder of this Sony CPS
exercises the Right to Receive the Equivalent
Share Amount) to the Trustee for delivery to
the holders. References to payment "per Sony
CPS" refer to each $ principal amount
of this Sony CPS.
Sony Stock.................... Common stock, Yen50 par value per share of
Sony Corporation.
Stock Percentage Change....... The Stock Percentage Change is a fraction,
the numerator of which shall be the Final
Stock Price and the denominator of which
shall be the Initial Stock Price.
Initial Stock Price........... Yen , the Market Price of one share of
Sony Stock on the Pricing Date, as determined
by the Calculation Agent.
Final Stock Price............. The product of the Market Price of one share
of Sony Stock and the Share Ratio, each as
determined on the Determination Date by the
Calculation Agent.
Initial Share Control Amount.. 20
Initial FX Rate............... Japanese Yen per U.S. $1.00, the
Japanese Yen/U.S. dollar exchange rate as of
the Pricing Date.
Pricing Date.................. [ ]
Share Ratio................... The Share Ratio shall initially be set at
1.0, but shall be subject to adjustment, as
determined by the Calculation Agent, upon the
occurrence of certain corporate events
through and including the Determination Date.
See "Antidilution Adjustments" below.
Right to Receive the
Equivalent Share Amount....... On or prior to the fifteenth Business Day
prior to the Maturity Date, the holder of
this Note shall be entitled, upon completion
by the holder and delivery to the Issuer and
the Calculation Agent of an Official Notice
of Instruction to Deliver the Equivalent Share
Amount (in the form of Annex A attached
hereto) prior to 11:00 a.m., New York City
time on such date to elect to receive the
Equivalent Share Amount at maturity, in lieu
of the Cash Amount, unless the Calculation
Agent determines on or prior to the second
Business Day immediately preceding the
Maturity Date that it is not reasonably
practicable at such time for the Calculation
Agent to obtain such Equivalent Share Amount,
in which case the Cash Amount will paid to
the holder of this Sony CPS on the Maturity
Date. If the Calculation Agent determines
that it is not reasonably practicable to
obtain the Equivalent Share Amount, the
Calculation Agent will 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, of
such determination on or prior to 4:00 p.m.
on the second Business Day immediately
preceding the Maturity Date.
Prior to 9:30 a.m. on the first Business Day
immediately preceeding the Maturity 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 Instruction to
Deliver the Equivalent Share Amount," (ii) of
the Issuer's determination to deliver the
Equivalent Share Amount (which determination
shall be deemed made unless the Calculation
Ageny has determined as aforesaid that it is
not reasonably practicable to obtain the
Equivalent Share Amount) and (iii) if Sony
ADRs are to be paid, of the number of Sony
ADRs per Sony CPS and of the amount of any
cash to be paid in lieu of fractional Sony
ADRs.
The Issuer shall, or shall cause the
Calculation Agent to, deliver such Sony ADRs
or cash to the Trustee for delivery to the
holders.
Equivalent Share Amount....... The Equivalent Share Amount for any Sony CPS
means an amount of American Depositary
Shares, as determined by the Calculation
Agent, representing Sony Stock ("Sony ADRs")
equivalent to the Cash Amount otherwise
payable on such Sony CPS determined as
follows. The Equivalent Share Amount shall
be a number of Sony ADRs resulting from the
conversion into Sony ADRs (at the then
current ratio of Sony Stock to Sony ADRs) of
a number of shares of Sony Stock having an
aggregate Market Price on the Determination
Date equal to the Cash Amount multiplied by
the Final FX Rate, provided that the Cash
Amount shall be reduced by the cost of
converting such Sony Stock into Sony ADRs
assessed by Morgan Guaranty Trust Company of
New York, as Depositary for such Sony ADRs
(together with any successor depositary, the
"Sony ADR Depositary") and by any tax or
other governmental charge levied in
connection with such conversion; and provided
further that the Company shall pay cash in
lieu of delivering fractional Sony ADRs, in
an amount to be determined by the Calculation
Agent. The Equivalent Share Amount will be
delivered to the investor on the later of (i)
the Maturity Date and (ii) the first Business
Day when Sony ADRs are available with respect
to shares of Sony Stock submitted to the Sony
ADR Depositary for conversion into Sony ADRs
on the Business Day immediately succeeding
the Determination Date. In the event of
certain Market Disruption Events, the
delivery of such Sony ADRs may be delayed
until after the Maturity Date.
Final FX Rate................. The Japanese Yen/U.S. dollar exchange rate as
of 1:00 p.m. (Tokyo time) on the
Determination Date as determined by reference
to Reuters Screen TKYFX, as determined by the
Calculation Agent on the Determination Date.
Determination Date............ May 9, 2000, or if such day is not a Trading
Day or if there is a Market Disruption Event
on such day, the Determination Date shall be
the immediately succeeding Trading Day during
which no Market Disruption Event shall have
occurred; provided that the Determination
Date will be no later than the second
scheduled Trading Day preceding the Maturity
Date, notwithstanding the occurrence of a
Market Disruption Event on such second
scheduled Trading Day.
Market Price.................. The Market Price for any security for any
date means the official closing price
(afternoon session, as applicable) of such
security as reported by the principal
exchange on which such security is traded on
such date. If the official closing price is
not available for any reason (including,
without limitation, the occurrence of a
Market Disruption Event), the Market Price
for such security for any date shall be the
mean, as determined by the Calculation Agent,
of the bid prices for such security obtained
from as many dealers in such security, but
not exceeding three, as will make such bid
prices available to the Calculation Agent
after 3:00 p.m. (local time in such principal
market) on such date.
Trading Day................... A day on which trading is generally conducted
on the Tokyo Stock Exchange ("TSE"), and in
the over-the-counter market for equity
securities in the United States and Japan, as
determined by the Calculation Agent.
Business Day.................. 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 or in Tokyo.
Calculation Agent............. Morgan Stanley & Co. Incorporated ("MS & Co.")
All percentages resulting from any
calculation on the this Sony CPS shall be
rounded to the nearest one hundred-thousandth
of a percentage point, with five
one-millionths of a percentage point rounded
upwards e.g., 9.876545% (or .09876545) would
be rounded to 9.87655% (or .0987655), and all
dollar amounts used in or resulting from such
calculation shall be rounded to the nearest
cent with one-half cent being rounded upwards.
Antidilution Adjustments...... The Share Ratio (and, in the case of
paragraph 5 below, the determination of the
Cash Amount) shall be adjusted by the
Calculation Agent as follows:
1. If Sony Stock is subject to a stock split
or reverse stock split, then once such split
has become effective, the Share Ratio shall be
adjusted to equal the product of the prior
Share Ratio and the number of shares issued in
such stock split or reverse stock split with
respect to one share of Sony Stock.
2. If Sony Stock is subject (i) to a stock
dividend (issuance of additional shares of Sony
Stock) that is given ratably to all holders of
shares of Sony Stock or (ii) to a distribution
of Sony Stock as a result of the triggering of
any provision of the corporate charter of Sony
by any shareholder that is not a holder of the
Sony CPS, then once the dividend has become
effective and Sony Stock is trading
ex-dividend, the Share Ratio shall be adjusted
so that the new Share Ratio shall equal the
prior Share Ratio plus the product of (i) the
number of shares issued with respect to one
share of Sony Stock and (ii) the prior Share
Ratio.
3. There shall be no adjustments to the Share
Ratio to reflect cash dividends or other
distributions paid with respect to Sony Stock
other than distributions described in clause
(v) of paragraph 5 below and Extraordinary
Dividends as described below. A cash dividend
or other distribution with respect to Sony
Stock will be deemed to be an "Extraordinary
Dividend" if such dividend or other
distribution exceeds the immediately preceding
non- Extraordinary Dividend for Sony Stock by
an amount equal to at least 10% of the Market
Price of Sony 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 Sony Stock, the
Share Ratio with respect to Sony Stock shall be
adjusted on the ex-dividend date with respect
to such Extraordinary Dividend so that the new
Share Ratio shall equal the product of (i) the
then current Share 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 Sony 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 Sony 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 Sony Stock described in
clause (v) of paragraph 5 below that also
constitutes an Extraordinary Dividend shall
cause an adjustment to the Share Ratio pursuant
only to clause (v) of paragraph 5.
4. If Sony issues rights or warrants to all
holders of Sony Stock to subscribe for or
purchase Sony Stock at an exercise price per
share less than the Market Price of the Sony
Stock on (i) the date the exercise price of
such rights or warrants is determined and (ii)
the expiration date of such rights or warrants,
and if the expiration date of such rights or
warrants precedes the maturity of the Sony CPS,
then the Share Ratio shall be adjusted to equal
the product of the prior Share Ratio and a
fraction, the numerator of which shall be the
number of shares of Sony Stock outstanding
immediately prior to such issuance plus the
number of additional shares of Sony Stock
offered for subscription or purchase pursuant
to such rights or warrants and the denominator
of which shall be the number of shares of Sony
Stock outstanding immediately prior to such
issuance plus the number of additional shares
of Sony Stock which the aggregate offering
price of the total number of shares of Sony
Stock so offered for subscription or purchase
pursuant to such rights or warrants would
purchase at the Market Price on the expiration
date of such rights or warrants, which shall be
determined by multiplying such total number of
shares offered by the exercise price of such
rights or warrants and dividing the product so
obtained by such Market Price.
5. If (i) there occurs any reclassification
or change of Sony Stock, (ii) Sony, or any
surviving entity or subsequent surviving entity
of Sony (a "Sony Successor") has been subject
to a merger, combination or consolidation and
is not the surviving entity, (iii) any
statutory exchange of securities of Sony or any
Sony Successor with another corporation occurs
(other than pursuant to clause (ii) above),
(iv) Sony is liquidated, (v) Sony issues to all
of its shareholders equity securities of an
issuer other than Sony (other than in a
transaction described in clauses (ii), (iii) or
(iv) above) (a "Spin-off Event") or (vi) a
tender or exchange offer is consummated for all
the outstanding shares of Sony Stock (any such
event in clauses (i) through (vi) a
"Reorganization Event"), the method of
determining the amount payable at maturity for
each Sony CPS shall be adjusted to provide that
each holder of this Sony CPS shall receive at
maturity, in respect of the principal amount of
each Sony CPS and in lieu of the Cash Amount,
U.S. Dollars in an amount equal to the
Transaction Value (as defined below); provided
that, if the Exchange Property (as defined
below) received in any such Reorganization
Event consists only of cash, the maturity date
of the this Sony CPS shall be deemed to be
accelerated to the date on which such cash is
distributed to holders of Sony Stock. "Exchange
Property" means the securities, cash or any
other assets distributed in any such
Reorganization Event, including, in the case of
a Spin-off Event, the share of Sony Stock with
respect to which the spun-off security was
issued. "Transaction Value" means (i) for any
cash received in any such Reorganization Event,
the amount of cash received per share of Sony
Stock multiplied by the product of the Initial
Share Control Amount and the then current Share
Ratio divided by the Initial FX Rate, (ii) for
any property other than cash or securities
received in any such Reorganization Event, the
market value (as determined by the Calculation
Agent) of such Exchange Property received for
each share of Sony Stock at the date of the
receipt of such Exchange Property multiplied by
the product of the Initial Share Control Amount
and the then current Share Ratio divided by the
Initial FX Rate and (iii) for any security
received in any such Reorganization Event, an
amount equal to the Market Price per share of
such security on the Determination Date
multiplied by the quantity of such security
received for each share of Sony Stock
multiplied by the product of the Initial Share
Control Amount and the then current Share Ratio
divided by the Initial FX Rate.
6. In the event of a general revaluation of
the Japanese Yen pursuant to any governmental
action by Japan, the Share Ratio shall be
adjusted by the Calculation Agent so that the
new Share Ratio will reflect the effect of such
revaluation on the Japanese Yen /U.S. dollar
exchange rate. For example, if Japan were to
revalue the Yen by the issuance of a new
currency (the "New Currency") whose value per
currency unit against the U.S. dollar was
equivalent to a multiple or fraction of the
then prevailing Japanese Yen/U.S. dollar rate
(and the price of Sony Stock was to be quoted
in such New Currency), the Market Price shall
be determined by reference to the market price
of Sony Stock as quoted in such New Currency
and the Share Ratio shall be adjusted by such
multiple or fraction so that the US dollar
value of the Sony CPS would remain constant
i.e. the Cash Amount, if determined immediately
after such revaluation would be the same as the
Cash Amount as determined immediately prior to
such revaluation.
For purposes of paragraph 5 above, in the
case of a consummated tender or exchange
offer for all Exchange Property of a
particular type, Exchange Property shall be
deemed to include the amount of cash or other
property paid by the offeror in the tender or
exchange offer with respect to such Exchange
Property (in an amount determined on the
basis of the rate of exchange in such tender
or exchange offer). In the event of a tender
or exchange offer with respect to Exchange
Property in which an offeree may elect to
receive cash or other property, Exchange
Property shall be deemed to include the kind
and amount of cash and other property
received by offerees who elect to receive
cash.
No adjustments to the Share Ratio will be
required unless such Share Ratio adjustment
would require a change of at least 0.1% in
the Share Ratio then in effect. The Share
Ratio resulting from any of the adjustments
specified above will be rounded to the nearest
one thousandth with five ten-thousandths
being rounded upward.
No adjustments to the Share Ratio or to the
amount payable at maturity of this Sony CPS
will be required other than those specified
above. However, the Company may, at its sole
discretion, cause the Calculation Agent to
make additional adjustments to the Share
Ratio to reflect changes occurring in
relation to the Sony Stock or any other
Exchange Property in other circumstances
where the Company determines that it is
appropriate, but only to reflect such
changes, and not with the aim of spreading
investment risk. The required adjustments
specified above do not cover all events that
could affect the Market Price of the Sony
Stock, including, without limitation, a
partial tender or exchange offer for the Sony
Stock.
The Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to the Share
Ratio and of any related determinations and
calculations with respect to any
distributions of stock, other securities or
other property or assets (including cash) in
connection with any corporate event described
in paragraph 5 above, and its determinations
and calculations with respect thereto shall be
conclusive.
The Calculation Agent will provide
information as to any adjustments to the
Share Ratio upon written request by any holder
of this Sony CPS.
Market Disruption Event....... "Market Disruption Event" means:
(i) a suspension, absence (including the
absence of an official closing price) or
material limitation of trading of Sony
Stock on the Tokyo Stock Exchange for more
than two hours of trading or during the
one-half hour period preceding or at the
close of trading in such market; or the
suspension or material limitation on the
primary market for trading in options
contracts related to Sony Stock, if
available, during the one-half hour period
preceding or at 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 3% Mandatorily
Exchangeable Notes Due May 17, 2000 (Sony
Corporation Currency Protected Securities)
("Sony CPS") or to purchase Sony Stock for
the purpose of delivering the Equivalent
Share Amount.
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 any rule or regulation
enacted or promulgated by the Tokyo Stock
Exchange (or other regulatory organization in
Japan with jurisdiction over the Tokyo Stock
Exchange) on trading during significant
market fluctuations shall constitute a
suspension or material limitation of trading
in Sony Stock, (4) a suspension of trading in
an options contract on Sony 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 Sony Stock and (5) a suspension,
absence or material limitation of trading on
the primary securities market on which options
contracts related to Sony Stock are traded
shall not include any time when such
securities market is itself closed for
trading under ordinary circumstances.
Alternative Determination Date
in case of an Event of Default.. In case an Event of Default with respect to
any Sony CPS shall have occurred and be
continuing, the amount declared due and
payable upon any acceleration of this Sony
CPS will be determined by the Calculation
Agent and shall be equal to the Cash Amount
determined as though the Determination Date
were the date of acceleration plus any
accrued but unpaid interest to but not
including the date of acceleration.
Treatment of Notes for
United States Federal Income
Tax Purposes.................. The Issuer, by its sale of this Sony CPS and
every holder of this Sony CPS (and any
successor holder of this Sony CPS), by its
respective purchase thereof, agree (in the
absence of an administrative determination or
judicial ruling to the contrary) to
characterize this Sony CPS for all tax
purposes as an investment unit consisting of
the following components (the "Components"):
(i) a contract (the "Forward Contract") and
(ii) a deposit with the Issuer of a fixed
amount of cash to secure the Holder's
obligation under the Forward Contract.
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. [$25,000,000] (UNITED STATES DOLLARS [TWENTY-FIVE] 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: Alexander C. Frank
Title: Assistant Treasurer
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 EXERCISE OF RIGHT TO
RECEIVE EQUIVALENT SHARE AMOUNT
SONY CORPORATION 3% CURRENCY PROTECTED SECURITIES ("CPS")[SM]
DUE MAY 17, 2000
MEDIUM-TERM NOTES
Dated: [On or prior to the fifteenth
Business Day prior to May 17, 2000]
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: Chance Steinberg)
Dear Sirs:
The undersigned holder of the Sony Corporation 3% Currency
Protected Securities ("CPS")[SM] Due May 17, 2000 of Morgan Stanley Dean
Witter & Co. (the "Sony CPS") hereby irrevocably elects to exercise with
respect to the number of Sony CPS indicated below, as of the date hereof,
provided that such day is prior to the fifteenth Business Day prior to May 17,
2000, the Right to Receive the Equivalent Share Amount as described in Pricing
Supplement No. 12 dated , 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 Sony ADRs, in accordance with
the terms of the Sony CPS described in the Pricing Supplement.
Very truly yours,
______________________________________
[Name of Holder]
By:___________________________________
[Title]
______________________________________
[Fax No.]
$____________________________________
Number of Sony CPS 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__________________
