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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 securities
Section 12(b) of the Exchange Act and is pursuant to Section 12(g) of the
effective pursuant to General Exchange Act and is effective
Instruction A.(c), please check the pursuant to General Instruction
following box. [X] A.(d), please check the following
box. [ ]
Securities Act registration statement file number to which this form relates:
333-46935
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Medium-Term Notes, Series C (Senior THE NEW YORK STOCK EXCHANGE
Fixed Rate Notes) Due March 2, 2006
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of the Registrant's Securities to be
Registered.
The title of the class of securities to be registered hereunder
is: Medium-Term Notes, Series C (Senior Fixed Rate Notes), Exchangeable Notes
Due March 2, 2006 (the "MCI WorldCom, Inc. Exchangeable Notes"). A
description of the MCI WorldCom, Inc. Exchangeable Notes is set forth under
the caption "Description of Debt Securities" in the prospectus included within
the Registration Statement of Morgan Stanley Dean Witter & Co. (the
"Registrant") on Form S-3 (Registration No. 333-46935) (the "Registration
Statement"), as supplemented by the information under the caption "Description
of Notes" in the prospectus supplement dated March 26, 1998 and filed pursuant
to Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), which
description is incorporated herein by reference, and as further supplemented
by the description of the MCI WorldCom, Inc. Exchangeable Notes contained in
the pricing supplement dated February 25, 1999 to be filed pursuant to Rule
424(b) under the Act, which contains the final terms and provisions of the MCI
WorldCom, Inc. Exchangeable Notes and is hereby deemed to be incorporated by
reference into this Registration Statement and to be a part hereof.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
4.1 Proposed form of Global Note evidencing the MCI WorldCom,
Inc. Exchangeable Notes.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
MORGAN STANLEY DEAN WITTER & CO.
(Registrant)
Date: February 26, 1999 By: /s/ Ronald T. Carman
-------------------------------
Name: Ronald T. Carman
Title: Assistant Secretary
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the MCI WorldCom, Inc. A-1
Exchangeable Notes
EXHIBIT 4.1
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR U.S.$
CUSIP: 617446DG1
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co.
or such other name as requested by an authorized representative of The
Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.
MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
EXCHANGEABLE NOTE DUE MARCH 2, 2006
EXCHANGEABLE FOR SHARES OF COMMON STOCK OF
MCI WORLDCOM, INC.
<TABLE>
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<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: N/A ORIGINAL MATURITY
[ ], 1999 DATE: See DATE: March 2,
"Company Call 2006
Right" below
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INTEREST ACCRUAL INITIAL REDEMPTION APPLICABILITY OF OPTIONAL
DATE: N/A PERCENTAGE: See MODIFIED REPAYMENT
"Call Price" below PAYMENT UPON DATE(S): N/A
ACCELERATION:
See "Alternate
Calculation in case of
an Event of Default"
below
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TOTAL AMOUNT OF ANNUAL REDEMPTION If yes, state Issue Price: EXCHANGE RATE
OID: N/A PERCENTAGE N/A AGENT: N/A
REDUCTION: See
"Call Price" below
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ORIGINAL YIELD TO SPECIFIED CURRENCY:
MATURITY: N/A U.S. Dollars
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INITIAL ACCRUAL INTEREST PAYMENT
PERIOD: N/A DATE(S): N/A
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APPLICABILITY OF INTEREST PAYMENT
ISSUER'S OPTION PERIOD: N/A
TO EXTEND
ORIGINAL
MATURITY DATE:
N/A
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If yes, state Final Maturity APPLICABILITY OF
Date: ANNUAL
INTEREST
PAYMENTS: N/A
- ----------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
(see below)
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
Issue Price................... $ ( % of the principal
amount at maturity)
Exchange Right................ On any Exchange Date, subject to a prior call
of this Note for cash in an amount equal to
the Call Price by the Issuer (as a result of
the fact that Parity, on the Trading Day
prior to the Company Notice Date, is less
than the applicable Call Price) as described
under "Company Call Right" below, the holder
of this Note shall be entitled upon (i)
completion by the holder and delivery to the
Issuer and the Calculation Agent of an
Official Notice of Exchange (in the form of
Annex A attached hereto) prior to 11:00 a.m.
New York City time on such date and (ii)
delivery on such date of this Note to the
Trustee, to exchange each $1,000 principal
amount of this Note for ________ shares (the
"Exchange Ratio") of the common stock, $.01
par value ("MCI WorldCom Stock"), of MCI
WorldCom, Inc. ("MCI WorldCom"), subject
to any adjustment (x) to the Exchange
Ratio or (y) in the stock, other
securities or other property or assets
(including, without limitation, cash or
other classes of stock of MCI WorldCom)
("Other Exchange Property") to be
delivered instead of or in addition to
such MCI WorldCom Stock as a result of any
corporate event described under
"Antidilution Adjustments" below, in each
case, required to be made prior to the
close of business on the second Business
Day after any such Exchange Date. Upon
any such exchange, the Issuer may, at its
sole option, either deliver such MCI
WorldCom Stock (or such Other Exchange
Property to be delivered instead of or in
addition to such MCI WorldCom Stock as
aforesaid) or pay an amount in cash for
each $1,000 principal amount of this Note
equal to the Exchange Ratio as of the
close of business on such Exchange Date
times the Market Price of one share of MCI
WorldCom Stock (or such Other Exchange
Property) on the Exchange Date, as
determined by the Calculation Agent, in
lieu of such MCI WorldCom Stock (or such
Other Exchange Property). Such delivery
or payment shall be made 3 Business Days
after any Exchange Date, subject to
delivery of this Note to the Trustee on
the Exchange Date as aforesaid. Upon any
exercise of the Exchange Right, the holder
of this exchanged Note shall not be
entitled to receive any cash payment
representing any accrual of the original
issue discount ("Stated OID"). Such
accrued Stated OID will be deemed paid by
the MCI WorldCom Stock or cash received by
the holder of this Note upon exercise of
the Exchange Right.
Prior to 9:30 a.m. on the first Business Day
immediately succeeding any Exchange Date, the
Issuer shall cause the Calculation Agent to
provide written notice to the Trustee at its
New York office and to The Depository Trust
Company, or any successor depositary ("DTC"),
on which notice the Trustee and DTC may
conclusively rely, (i) of its receipt of any
such "Official Notice of Exchange," (ii) of
the Issuer's determination to deliver shares
of MCI WorldCom Stock (or, if applicable, any
Other Exchange Property to be delivered as a
result of any corporate event described in
paragraphs 5 or 6 under "Antidilution
Adjustments" below) or to pay cash for each
$1,000 principal amount of this Note and
(iii) if MCI WorldCom Stock (or, if
applicable, any Other Exchange Property) of
the number of shares of MCI WorldCom Stock
(or the amount of such Other Exchange
Property) and of the amount of any cash to be
paid in lieu of fractional shares of MCI
WorldCom Stock (or of any other securities
included in Other Exchange Property, if
applicable) or, if cash is to be paid, of the
amount of such cash for each $1,000 principal
amount of this Note. If, as a result of any
corporate event described under "Antidilution
Adjustments" occurring during the period from
and including the Exchange Date to but
excluding the third Business Day following
the Exchange Date, the Calculation Agent
makes any adjustment to the Exchange Ratio
and consequent adjustment to the number of
shares of MCI WorldCom Stock to be delivered
or any adjustment to the quantity of any
Other Exchange Property due to the holder of
this Note, the Calculation Agent shall give
prompt notice of any such adjustments to the
Trustee at its New York office and to DTC, on
which notice the Trustee may conclusively
rely. No adjustments to the Exchange Ratio
will be made after the Exchange Date if the
Issuer has given notice that it will deliver
cash for each $1,000 principal amount of this
Note.
The Issuer shall, or shall cause the
Calculation Agent to, deliver any such MCI
WorldCom Stock (or any Other Exchange
Property) or such cash to the Trustee for
delivery to the holders.
No Fractional Shares ......... If upon any exchange of this Note the Issuer
chooses to deliver MCI WorldCom Stock (and,
if applicable, any other stock or other
securities), the Issuer shall pay cash in
lieu of delivering fractional shares of MCI
WorldCom Stock (and, if applicable, of any
other stock or securities) in an amount
equal to the corresponding fractional Market
Price of such fraction of MCI WorldCom Stock
(or, if applicable, of such other stock or
other securities) as determined by the
Calculation Agent as of either (i) such
Exchange Date, or (ii) the second Business
Day prior to the Call Date or (iii) in the
event of a subsequent adjustment to the
Exchange Ratio, as of the date of such
adjustment, as applicable.
Exchange Ratio................ , subject to adjustment for
certain corporate events relating to MCI
WorldCom, Inc. See "Antidilution
Adjustments" below.
Exchange Date................. Any Trading Day that falls during the period
beginning May 25, 1999 and ending on the day
prior to the earliest of (i) the Maturity
Date, (ii) the Call Date and (iii) in the
event of a call for cash in an amount equal
to the Call Price as described under "Company
Call Right" below, the Company Notice Date.
Company Call Right ........... On or after February 25, 2002, the Issuer may
call this Note, in whole but not in part, for
mandatory exchange into MCI WorldCom Stock
(and, if applicable, any Other Exchange
Property) at the Exchange Ratio; provided
that, if Parity on the Trading Day
immediately preceding the Company Notice
Date, as determined by the Calculation Agent,
is less than the applicable Call Price for
the Call Date specified in our notice of
mandatory exchange, the Issuer shall
(under those circumstances only) pay such
applicable Call Price in cash on the Call
Date.
On or after the Company Notice Date, unless
the Issuer has called this Note for cash, the
holder of this Note shall continue to be
entitled to exercise the Exchange Right and
receive any amounts described under "Exchange
Right" above.
On the Company Notice Date, the Issuer shall
give notice of the Issuer's exercise of the
Company Call Right (i) to the holder of this
Note by mailing notice of such exercise by
first class mail, postage prepaid, at least
30 days and not more than 60 days prior to
the date (the "Call Date") on which the
Issuer shall effect such exchange at the
holder's last address as it shall appear upon
the registry books, (ii) to the Trustee by
telephone or facsimile confirmed by mailing
such notice to the Trustee by first class
mail, postage prepaid, at its New York office
and (iii) to DTC in accordance with the
applicable procedures set forth in the Letter
of Representations related to this Note. Any
notice which is mailed in the manner herein
provided shall be conclusively presumed to
have been duly given, whether or not the
holder of this Note receives the notice.
Failure to give notice by mail, or any defect
in the notice to the holder of any Note shall
not affect the validity of the proceedings
for the exercise of the Company Call Right
with respect to any other Note.
The notice of the Issuer's exercise of the
Company Call Right shall specify (i) the Call
Date, (ii) whether Parity on the Trading Date
immediately prior to the Company Notice Date
is less than the Call Price for such Company
Notice Date so that the Issuer will pay the
applicable Call Price in cash on the Call
Date, (iii) the place or places of payment in
cash or, if Parity, as determined by the
Calculation Agent, is equal to or greater
than the Call Price, the place or places of
delivery of the MCI WorldCom Stock, and, if
applicable, of any Other Exchange Property to
be delivered as a result of any corporate
event described in paragraphs 5 or 6 under
"Antidilution Adjustments" (and of any cash
to be paid in lieu of fractional shares of
MCI WorldCom Stock (and, if applicable, of
any such other stock or securities)), (iv) the
number of shares of MCI WorldCom Stock (and,
if applicable, the quantity of any other
Exchange Property) to be delivered per $1,000
principal amount of this Note, (v) that such
delivery will be made upon presentation and
surrender of this Note and (vi) that such
exchange is pursuant to the Company Call
Right.
The notice of the Issuer's exercise of the
Company Call Right shall be given by the
Issuer or, at the Issuer's request, by the
Trustee in the name and at the expense of the
Issuer.
If MCI WorldCom Stock (and, if applicable,
any Other Exchange Property) is to be
delivered and, as a result of any corporate
event described under "Antidilution
Adjustments" occurring during the period from
and including the Company Notice Date to the
close of business on the second Business Day
prior to the Call Date, the Calculation Agent
makes any adjustment to the Exchange Ratio
and consequent adjustment to the number of
shares of MCI WorldCom Stock to be delivered
or any adjustment to the quantity of any
Other Exchange Property due to the holder of
this Note, the Calculation Agent shall give
prompt notice of any such adjustments to the
Trustee at its New York office and to DTC, on
which notice the Trustee and DTC may
conclusively rely. No adjustment to the
Exchange Ratio shall be made as a result of
any corporate event occurring after the close
of business on the second Business Day prior
to the Call Date.
If this Note is so called for mandatory
exchange by the Issuer, then, unless the
holder subsequently exercises his Exchange
Right (the exercise of which shall not be
available to the holder following a call for
cash in an amount equal to the Call Price),
the MCI WorldCom Stock (and, if applicable,
any Other Exchange Property) or (in the event
of a call for cash, as described above) cash
to be delivered to the holder of this Note
shall be delivered on the Call Date fixed by
the Issuer and set forth in its notice of its
exercise of the Company Call Right, upon
delivery of this Note to the Trustee. Upon an
exchange by the Issuer (whether payment is to
be made in MCI WorldCom Stock (or any Other
Exchange Property) or cash), the holder shall
not receive any additional cash payment
representing any accrued Stated OID. Such
accrued Stated OID shall be deemed paid by
the delivery of MCI WorldCom Stock or cash.
The Issuer shall, or shall cause the
Calculation Agent to, deliver such shares of
MCI WorldCom Stock or cash to the Trustee for
delivery to the holders.
If this Note is not surrendered for exchange
on the Call Date, it shall be deemed to be no
longer Outstanding under, and as defined in,
the Senior Indenture (as defined below) after
the Call Date, except with respect to the
holder's right to receive MCI WorldCom Stock
(and, if applicable, any Other Exchange
Property) or cash due in connection with the
Company Call Right.
Company Notice Date........... The scheduled Trading Day on which the Issuer
issues its notice of mandatory exchange,
which must be at least 30 but no more than 60
days prior to the Call Date.
Call Date..................... The scheduled Trading Day on or after
February 25, 2002 specified by the Issuer in
its notice of mandatory exchange on which the
Issuer shall deliver MCI WorldCom Stock or
cash to holders of the Notes for mandatory
exchange.
Parity........................ With respect to any Trading Day, an amount
equal to the Exchange Ratio times the Market
Price (as defined below) of MCI WorldCom
Stock on such Trading Day.
Call Price.................... The table below shows indicative Call Prices
for each $1,000 principal amount of this Note
on February 25, 2002 and at each February 25
thereafter to and including the Maturity
Date. The Call Price for each $1,000
principal amount of this Note called for
mandatory exchange on Call Dates between such
indicative dates would include an additional
amount reflecting Stated OID accrued from the
next preceding date in the table through the
applicable Call Date at a rate of % per
annum. Such additional accreted amount of
Stated OID shall be determined by the
Calculation Agent and shall be calculated on
a semiannual bond-equivalent basis based on
the Call Price for the immediately preceding
Call Date indicated in the table below.
Call Date Call Price
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February 25, 2002............. $
February 25, 2003............. $
February 25, 2004............. $
February 25, 2005............. $
Maturity...................... $1,000.00
Market Price.................. If MCI WorldCom Stock (or any other security
for which a Market Price must be determined)
is listed on a U.S. securities exchange
registered under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), is
a security of The Nasdaq National Market
("NASDAQ NMS") or is included in the OTC
Bulletin Board Service ("OTC Bulletin Board")
operated by the National Association of
Securities Dealers, Inc. (the "NASD"), the
Market Price for one share of MCI WorldCom
Stock (or one unit of any such other
security) on any Trading Day means (i) the
last reported sale price, regular way, on such
day on the principal securities exchange on
which MCI WorldCom Stock (or any such other
security) is listed or admitted to trading or
(ii) if not listed or admitted to trading on
any such securities exchange or if such last
reported sale price is not obtainable, the
last reported sale price on the
over-the-counter market as reported on the
NASDAQ NMS or OTC Bulletin Board on such day.
If the last reported sale price is not
available pursuant to clause (i) or (ii) of
the preceding sentence, the Market Price for
any Trading Day shall be the mean, as
determined by the Calculation Agent, of the
bid prices for MCI WorldCom Stock (or any
such other security) obtained from as many
dealers in such security (which may include
MS & Co. or any of our other subsidiaries or
affiliates), but not exceeding three, as
shall make such bid prices available to the
Calculation Agent. A "security of the NASDAQ
NMS" shall include a security included in any
successor to such system and the term "OTC
Bulletin Board Service" shall include any
successor service thereto.
Trading Day................... A day, as determined by the Calculation
Agent, on which trading is generally
conducted on the New York Stock Exchange,
Inc. ("NYSE"), the American Stock Exchange,
Inc., the NASDAQ NMS, the Chicago Mercantile
Exchange, the Chicago Board of Options
Exchange, and in the over-the-counter market
for equity securities in the United States
and on which a Market Disruption Event (as
defined below) has not occurred.
Calculation Agent............. Morgan Stanley & Co. Incorporated and its
successors ("MS & Co.")
Antidilution Adjustments...... The Exchange Ratio shall be adjusted as
follows:
1. If MCI WorldCom Stock is subject to a
stock split or reverse stock split, then once
such split has become effective, the Exchange
Ratio shall be adjusted to equal the product
of the prior Exchange Ratio and the number
of shares issued in such stock split or
reverse stock split with respect to one share
of MCI WorldCom Stock.
2. If MCI WorldCom Stock is subject (i) to a
stock dividend (issuance of additional shares
of MCI WorldCom Stock) that is given ratably
to all holders of shares of MCI WorldCom
Stock or (ii) to a distribution of MCI
WorldCom Stock as a result of the triggering
of any provision of the corporate charter of
MCI WorldCom, then once the dividend has
become effective and MCI WorldCom Stock is
trading ex-dividend, the Exchange Ratio shall
be adjusted so that the new Exchange Ratio
shall equal the prior Exchange Ratio plus the
product of (i) the number of shares issued
with respect to one share of MCI WorldCom
Stock and (ii) the prior Exchange Ratio.
3. There shall be no adjustments to the
Exchange Ratio to reflect cash dividends or
other distributions paid with respect to MCI
WorldCom Stock other than distributions
described in paragraph 6 below and
Extraordinary Dividends as described below.
A cash dividend or other distribution with
respect to MCI WorldCom Stock shall be deemed
to be an "Extraordinary Dividend" if such
dividend or other distribution exceeds the
immediately preceding non-Extraordinary
Dividend for MCI WorldCom Stock (as adjusted
for any subsequent corporate event requiring
an adjustment hereunder, such as a stock
split or reverse stock split) by an amount
equal to at least 10% of the Market Price of
MCI WorldCom 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 MCI
WorldCom Stock, the Exchange Ratio with
respect to MCI WorldCom Stock shall be
adjusted on the ex-dividend date with
respect to such Extraordinary Dividend so
that the new Exchange Ratio shall equal
the product of (i) the then current
Exchange Ratio and (ii) a fraction, the
numerator of which is the Market Price on
the Trading Day preceding the ex-dividend
date, and the denominator of which is the
amount by which the Market Price on the
Trading Day preceding the ex-dividend date
exceeds the Extraordinary Dividend Amount.
The "Extraordinary Dividend Amount" with
respect to an Extraordinary Dividend for
MCI WorldCom 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 MCI
WorldCom 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 MCI WorldCom Stock
described in paragraph 6 below that also
constitutes an Extraordinary Dividend
shall only cause an adjustment to the
Exchange Ratio pursuant to paragraph 6.
4. If MCI WorldCom is being liquidated or is
subject to a proceeding under any applicable
bankruptcy, insolvency or other similar law,
this Note shall continue to be exchangeable
into MCI WorldCom Stock so long as a Market
Price for MCI WorldCom Stock is available.
If a Market Price is no longer available for
MCI WorldCom Stock for whatever reason,
including the liquidation of MCI WorldCom or
the subjection of MCI WorldCom to a
proceeding under any applicable bankruptcy,
insolvency or other similar law, then the
value of MCI WorldCom Stock shall equal zero
for so long as no Market Price is available.
5. If there occurs any reclassification or
change of MCI WorldCom Stock, or if MCI
WorldCom has been subject to a merger,
combination or consolidation and is not the
surviving entity, or if there occurs a sale
or conveyance to another corporation of the
property and assets of MCI WorldCom as an
entirety or substantially as an entirety, in
each case as a result of which the holders of
MCI WorldCom Stock shall be entitled to
receive Other Exchange Property with respect
to or in exchange for such MCI WorldCom
Stock, then the holder of this Note shall be
entitled thereafter to exchange this Note
into the kind and amount of Other Exchange
Property that the holder would have owned or
been entitled to receive upon such
reclassification, change, merger, combination,
consolidation, sale or conveyance had the
holder exchanged this Note for MCI WorldCom
Stock immediately prior to any such corporate
event, but without interest thereon. At such
time, no adjustment shall be made to the
Exchange Ratio.
6. If MCI WorldCom issues to all of its
shareholders equity securities of an issuer
other than MCI WorldCom (other than in a
transaction described in paragraph 5 above),
then the holder of this Note shall be
entitled to receive such new equity
securities upon exchange of this Note. The
Exchange Ratio for such new equity securities
shall equal the product of the Exchange Ratio
in effect for MCI WorldCom Stock at the time
of the issuance of such new equity securities
times the number of shares of the new equity
securities issued with respect to one share of
MCI WorldCom Stock.
7. No adjustments to the Exchange Ratio shall
be required other than those specified above.
However, the Issuer may, at its sole
discretion, cause the Calculation Agent to
make additional changes to the Exchange Ratio
to reflect changes occurring in relation to
the MCI WorldCom Stock (or Other Exchange
Property) in other circumstances where the
Issuer determines in good faith that it is
appropriate, but only to reflect such
changes, and not with the aim of spreading
investment risk.
No adjustments to the Exchange Ratio shall be
required unless such adjustment would require
a change of at least 0.1% in the Exchange
Ratio then in effect. The Exchange Ratio
resulting from any of the adjustments
specified above shall be rounded to the
nearest one hundred-thousandth with five-
millionths being rounded upward.
The Exchange Ratio will not be adjusted to
take into account the accrual of Stated OID.
The Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to the
Exchange Ratio and of any related
determinations and calculations with respect
to any distributions of stock, other
securities or other property or assets
(including cash) in connection with any
corporate event described in paragraph 5 or 6
above, and its determinations and
calculations with respect thereto shall be
conclusive.
The Calculation Agent shall provide
information as to any adjustments to the
Exchange Ratio upon written request by the
holder of this Note.
Market Disruption Event....... "Market Disruption Event" means, with respect
to MCI WorldCom Stock:
(i) a suspension, absence or material
limitation of trading of MCI WorldCom
Stock on the primary market for MCI
WorldCom Stock for more than two hours of
trading or during the one-half hour period
preceding the close of trading in such
market; or a breakdown or failure in the
price and trade reporting systems of the
primary market for MCI WorldCom Stock as a
result of which the reported trading prices
for MCI WorldCom Stock during the last
one-half hour preceding the closing of
trading in such market are materially
inaccurate; or the suspension, absence or
material limitation on the primary market
for trading in options contracts related
to MCI WorldCom Stock, if available,
during the one-half hour period preceding
the close of trading in the applicable
market, in each case as determined by the
Calculation Agent in its sole discretion;
and
(ii) a determination by the Calculation
Agent in its sole discretion that the
event described in clause (i) above
materially interfered with the ability of
the Issuer or any of its affiliates to
unwind all or a material portion of the
hedge with respect to this Note.
For purposes of determining whether a Market
Disruption Event has occurred: (1) a
limitation on the hours or number of days of
trading shall not constitute a Market
Disruption Event if it results from an
announced change in the regular business
hours of the relevant exchange, (2) a
decision to permanently discontinue trading
in the relevant option contract shall not
constitute a Market Disruption Event, (3)
limitations pursuant to New York Stock
Exchange Rule 80A (or any applicable rule or
regulation enacted or promulgated by the
NYSE, any other self-regulatory organization
or the Securities and Exchange Commission of
similar scope as determined by the
Calculation Agent) on trading during
significant market fluctuations shall
constitute a suspension, absence or material
limitation of trading, (4) a suspension of
trading in an options contract on MCI
WorldCom 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, absence or
material limitation of trading in options
contracts related to MCI WorldCom Stock and
(5) a suspension, absence or material
limitation of trading on the primary
securities market on which options contracts
related to MCI WorldCom Stock are traded
shall not include any time when such
securities market is itself closed for trading
under ordinary circumstances.
Alternate Exchange Calculation
in case of an Event of Default In case an Event of Default with respect to
the Notes shall have occurred and be
continuing, the amount declared due and
payable upon any acceleration of this Note
shall be determined by MS & Co, as
Calculation Agent, and shall be equal to the
Issue Price of this Note plus the accrued
Stated OID to but not including the date of
acceleration; provided that if (x) the holder
of this Note has submitted an Official Notice
of Exchange to the Issuer in accordance with
the Exchange Right or (y) the Issuer has
called this Note, other than a call for the
cash Call Price, in accordance with the
Company Call Right, the amount declared due
and payable upon any such acceleration shall
be an amount in cash for each $1,000
principal amount of this Note equal to the
Exchange Ratio times the Market Price of one
share of MCI WorldCom Stock, determined by
the Calculation Agent as of the Exchange Date
or as of the date of acceleration,
respectively, and shall not include any
accrued Stated OID thereon; provided further
that if the Issuer has called this Note for
cash in an amount equal to the Call Price, in
accordance with the Company Call Right, the
amount declared due and payable upon any such
acceleration shall be an amount in cash for
each $1,000 principal amount of this Note
equal to the applicable Call Price. See
"Call Price" above.
Morgan Stanley Dean Witter & Co., a Delaware corporation
(together with its successors and assigns, the "Issuer"), for value received,
hereby promises to pay to CEDE & Co., or registered assignees, the principal
sum of U.S. [$ ] (UNITED STATES DOLLARS [ ] MILLION), on
the Original Maturity Date specified above or, if the maturity hereof is
extended in accordance with the procedures set forth below to an Extended
Maturity Date, as defined below, on such Extended Maturity Date (except to
the extent previously redeemed or repaid) and to pay interest thereon at
the Interest Rate per annum specified above or, if the interest rate hereon
is reset or re-established in connection with an extension of maturity in
accordance with the procedures specified on the reverse hereof, at the
interest rate per annum determined pursuant to such procedures, from and
including the Interest Accrual Date specified above until the principal
hereof is paid or duly made available for payment (except as provided
below), monthly, quarterly, semiannually or annually in arrears as
specified above as the Interest Payment Period on each Interest Payment
Date (as specified above) commencing on the Interest Payment Date next
succeeding the Interest Accrual Date specified above, and at maturity (or
on any redemption or repayment date); provided, however, that if the
Interest Accrual Date occurs between a Record Date, as defined below, and
the next succeeding Interest Payment Date, interest payments will commence
on the second Interest Payment Date succeeding the Interest Accrual Date to
the registered holder of this Note on the Record Date with respect to such
second Interest Payment Date; and provided, further, that if this Note is
subject to "Annual Interest Payments," interest payments shall be made
annually in arrears and the term "Interest Payment Date" shall be deemed to
mean the first day of March in each year. Except as provided above and
unless otherwise indicated on the face of this Note, the Interest Payment
Dates for this Note shall be March 1 and September 1.
Interest on this Note will accrue from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for, or, if no interest has been paid or duly provided for, from and including
the Interest Accrual Date, until, but excluding the date the principal hereof
has been paid or duly made available for payment (except as provided below).
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, subject to certain exceptions described herein, be
paid to the person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the date 15 calendar days prior to
such Interest Payment Date (whether or not a Business Day) (each such date a
"Record Date"); provided, however, that interest payable at maturity,
redemption or repayment will be payable to the person to whom the principal
hereof shall be payable. As used herein, "Business Day" means any day, other
than a Saturday or Sunday, that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close
in The City of New York and (i) with respect to Notes denominated in a
Specified Currency other than U.S. dollars, Australian dollars or European
Currency Units ("ECUs"), in the principal financial center of the country of
the Specified Currency, (ii) with respect to Notes denominated in Australian
dollars, in Sydney and (iii) with respect to Notes denominated in ECUs, that
is not a non-ECU clearing day, as determined by the ECU Banking Association in
Paris.
Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date), unless this
Note is denominated in a Specified Currency other than U.S. dollars and is to
be paid in whole or in part in such Specified Currency, will be made in
immediately available funds upon surrender of this Note at the office or
agency of the Paying Agent, as defined on the reverse hereof, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such
other paying agency as the Issuer may determine, in U.S. dollars. U.S. dollar
payments of interest, other than interest due at maturity or on any date of
redemption or repayment, will be made by U.S. dollar check mailed to the
address of the person entitled thereto as such address shall appear in the
Note register. A holder of U.S. $10,000,000 or more in aggregate principal
amount of Notes having the same Interest Payment Date, the interest on which
is payable in U.S. dollars, shall be entitled to receive payments of interest,
other than interest due at maturity or on any date of redemption or repayment,
by wire transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than
15 calendar days prior to the applicable Interest Payment Date.
If this Note is denominated in a Specified Currency other than
U.S. dollars, and the holder does not elect (in whole or in part) to receive
payment in U.S. dollars pursuant to the next succeeding paragraph, payments of
interest, principal or any premium with regard to this Note will be made by
wire transfer of immediately available funds to an account maintained by the
holder hereof with a bank located outside the United States if appropriate
wire transfer instructions have been received by the Paying Agent in writing
not less than 15 calendar days prior to the applicable payment date; provided
that, if such wire transfer instructions are not received, such payments will
be made by check payable in such Specified Currency mailed to the address of
the person entitled thereto as such address shall appear in the Note register;
and provided, further, that payment of the principal of this Note, any premium
and the interest due at maturity (or on any redemption or repayment date) will
be made upon surrender of this Note at the office or agency referred to in the
preceding paragraph.
If so indicated on the face hereof, the holder of this Note, if
denominated in a Specified Currency other than U.S. dollars, may elect to
receive all or a portion of payments on this Note in U.S. dollars by
transmitting a written request to the Paying Agent, on or prior to the Record
Date or at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be. Such election shall remain
in effect unless such request is revoked by written notice to the Paying Agent
as to all or a portion of payments on this Note at least five Business Days
prior to such Record Date or at least ten days prior to the Maturity Date or
any redemption or repayment date, as the case may be.
If the holder elects to receive all or a portion of payments of
principal of and any premium and interest on this Note, if denominated in a
Specified Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate
Agent will convert such payments into U.S. dollars. In the event of such an
election, payment in respect of this Note will be based upon the exchange rate
as determined by the Exchange Rate Agent based on the highest bid quotation in
The City of New York received by such Exchange Rate Agent at approximately
11:00 a.m., New York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent unless such Exchange Rate Agent is an
affiliate of the Issuer), for the purchase by the quoting dealer of U.S.
dollars for the Specified Currency for settlement on such payment date in the
amount of the Specified Currency payable in the absence of such election to
such holder and at which the applicable dealer commits to execute a contract.
If such bid quotations are not available, such payment will be made in the
Specified Currency. All currency exchange costs will be borne by the holder
of this Note by deductions from such payments.
Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.
DATED: [ ] MORGAN STANLEY DEAN WITTER & CO.
By:
---------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned
Senior Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
----------------------------
Authorized Officer
REVERSE OF SECURITY
This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer. The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Senior Indenture dated as of May 15, 1991 and a Second
Supplemental Senior Indenture dated as of April 15, 1996 between Morgan
Stanley Group Inc. (as predecessor of the Issuer) and The Chase Manhattan
Bank (formerly known as Chemical Bank), as Trustee (the "Trustee," which term
includes any successor trustee under the Senior Indenture) as further
supplemented by a Third Supplemental Senior Indenture dated as of June 1, 1997
and a Fourth Supplemental Senior Indenture dated as of March 1, 1998 between
the Issuer and the Trustee (as so supplemented and as further supplemented
from time to time, the "Senior Indenture"), to which Senior Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities of the
Issuer, the Trustee and holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered. The Issuer has
appointed The Chase Manhattan Bank (formerly known as Chemical Bank) at its
corporate trust office in The City of New York as the paying agent (the
"Paying Agent," which term includes any additional or successor Paying Agent
appointed by the Issuer) with respect to the Notes. The terms of individual
Notes may vary with respect to interest rates, interest rate formulas, issue
dates, maturity dates, or otherwise, all as provided in the Senior Indenture.
To the extent not inconsistent herewith, the terms of the Senior Indenture are
hereby incorporated by reference herein.
Unless otherwise provided on the face of this Note, this Note
will not be subject to any sinking fund and, unless otherwise provided on the
face hereof in accordance with the provisions of the following two paragraphs,
will not be redeemable or subject to repayment at the option of the holder
prior to maturity.
If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below). If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of
redemption (except as provided below). Notice of redemption shall be mailed
to the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 days prior to the date fixed for redemption, subject to all the
conditions and provisions of the Senior Indenture. In the event of redemption
of this Note in part only, a new Note or Notes for the amount of the unredeemed
portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.
Notwithstanding the foregoing, this Note may be redeemed in
accordance with the terms of any Extension Notice, as defined below, sent to
the holder hereof as described below.
If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein. On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below). For this Note to be repaid at the
option of the holder hereof, the Paying Agent must receive at its corporate
trust office in the Borough of Manhattan, The City of New York, at least 15
but not more than 30 days prior to the date of repayment, (i) this Note with
the form entitled "Option to Elect Repayment" below duly completed or (ii) a
telegram, telex, facsimile transmission or a letter from a member of a
national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or a trust company in the United States
setting forth the name of the holder of this Note, the principal amount
hereof, the certificate number of this Note or a description of this Note's
tenor and terms, the principal amount hereof to be repaid, a statement that
the option to elect repayment is being exercised thereby and a guarantee that
this Note, together with the form entitled "Option to Elect Repayment" duly
completed, will be received by the Paying Agent not later than the fifth
Business Day after the date of such telegram, telex, facsimile transmission or
letter; provided, that such telegram, telex, facsimile transmission or letter
shall only be effective if this Note and form duly completed are received by
the Paying Agent by such fifth Business Day. Unless the Issuer exercises its
option to extend the Original Maturity Date hereof for one or more periods as
specified on the face hereof (and as described in the fourth succeeding
paragraph below) or unless otherwise indicated on the face of this Note,
exercise of such repayment option by the holder hereof shall be irrevocable.
In the event of repayment of this Note in part only, a new Note or Notes for
the amount of the unpaid portion hereof shall be issued in the name of the
holder hereof upon the cancellation hereof.
If so indicated on the face of this Note, the Issuer has the
option to extend the Original Maturity Date hereof for one or more periods of
one or more whole years (each an "Extension Period") up to but not beyond the
Final Maturity Date specified on the face hereof and in connection therewith
to establish a new interest rate and new redemption provisions for the
Extension Period.
The Issuer may exercise such option by notifying the Paying
Agent of such exercise at least 45 but not more than 60 days prior to the
Original Maturity Date or, if the maturity hereof has already been extended,
prior to the maturity date then in effect (an "Extended Maturity Date"), such
notice to be accompanied by the form of the Extension Notice referred to
below. No later than 38 days prior to the Original Maturity Date or an
Extended Maturity Date, as the case may be (each, a "Maturity Date"), the
Paying Agent will mail to the holder hereof a notice (the "Extension Notice")
relating to such Extension Period, first class mail, postage prepaid, setting
forth (a) the election of the Issuer to extend the maturity of this Note; (b)
the new Extended Maturity Date; (c) the interest rate applicable to the
Extension Period; and (d) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which, the period or periods
during which and the price or prices at which such redemption may occur during
the Extension Period. Upon the mailing by the Paying Agent of an Extension
Notice to the holder of this Note, the maturity hereof shall be extended
automatically, and, except as modified by the Extension Notice and as
described in the next paragraph, this Note will have the same terms it had
prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 10:00 a.m., New
York City time, on the twentieth calendar day prior to the Maturity Date in
effect immediately preceding the mailing of the applicable Extension Notice
(or if such day is not a Business Day, not later than 10:00 a.m., New York
City time, on the immediately succeeding Business Day), the Issuer may, at its
option, revoke the interest rate provided for in such Extension Notice and
establish a higher interest rate for the Extension Period by causing the
Paying Agent to send notice of such higher interest rate to the holder of this
Note by first class mail, postage prepaid, or by such other means as shall be
agreed between the Issuer and the Paying Agent. Such notice shall be
irrevocable. All Notes with respect to which the Maturity Date is extended in
accordance with an Extension Notice will bear such higher interest rate for
the Extension Period, whether or not tendered for repayment.
If the Issuer elects to extend the maturity hereof, the holder
of this Note will have the option to require the Issuer to repay this Note on
the Maturity Date in effect immediately preceding the mailing of the
applicable Extension Notice at a price equal to the principal amount hereof
plus any accrued and unpaid interest to such date. In order for this Note to
be so repaid on such Maturity Date, the holder hereof must follow the
procedures set forth above for optional repayment, except that the period for
delivery of this Note or notification to the Paying Agent shall be at least 25
but not more than 35 days prior to the Maturity Date in effect immediately
preceding the mailing of the applicable Extension Notice and except that if
the holder hereof has tendered this Note for repayment pursuant to this
paragraph he may, by written notice to the Paying Agent, revoke any such
tender for repayment until 3:00 p.m., New York City time, on the twentieth
calendar day prior to the Maturity Date then in effect (or, if such day is not
a Business Day, until 3:00 p.m., New York City time, on the immediately
succeeding Business Day).
Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Unless otherwise provided
on the face hereof, interest payments for this Note will be computed and paid
on the basis of a 360-day year of twelve 30-day months.
In the case where the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a Business Day,
payment of interest, premium, if any, or principal otherwise payable on such
date need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or on the Maturity Date (or any redemption or repayment date), and no
interest on such payment shall accrue for the period from and after the
Interest Payment Date or the Maturity Date (or any redemption or repayment
date) to such next succeeding Business Day.
This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if denominated in U.S. dollars, is issuable only in denominations of U.S.
$1,000 and any integral multiple of U.S. $1,000 in excess thereof. If this
Note is denominated in a Specified Currency other than U.S. dollars, then,
unless a higher minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S. $1,000 (rounded to an
integral multiple of 1,000 units of such Specified Currency), or any amount in
excess thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any successor
publication, on the Business Day immediately preceding the date of issuance.
The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms
and conditions set forth herein; provided, however, that the Trustee will not
be required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions. All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.
In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.
If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration," then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of declaration, which amortization shall be
calculated using the "interest method" (computed in accordance with generally
accepted accounting principles in effect on the date of declaration), (ii) for
the purpose of any vote of securityholders taken pursuant to the Senior
Indenture prior to the acceleration of payment of this Note, the principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote and (iii) for the purpose of any
vote of securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated
as set forth in clause (i) above.
The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of the
holders of each series so affected; provided that the Issuer and the Trustee
may not, without the consent of the holder of each outstanding debt security
affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption or
repayment thereof, or change the currency of payment thereof, or impair or
affect the rights of any holder to institute suit for the payment thereof
without the consent of the holder of each debt security so affected or (b)
reduce the aforesaid percentage in principal amount of debt securities the
consent of the holders of which is required for any such supplemental
indenture.
Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of the
Market Exchange Rate on the date of such payment or, if the Market Exchange
Rate is not available on such date, as of the most recent practicable date;
provided, however, that if the euro has been substituted for such Specified
Currency, the Issuer may at its option (or shall, if so required by applicable
law) without the consent of the holder of this Note effect the payment of
principal of, premium, if any, or interest on, any Note denominated in such
Specified Currency in euro in lieu of such Specified Currency in conformity
with legally applicable measures taken pursuant to, or by virtue of, the
treaty establishing the European Community (the "EC"), as amended by the
treaty on European Union (as so amended, the "Treaty"). Any payment made
under such circumstances in U.S. dollars or euro where the required payment is
in an unavailable Specified Currency will not constitute an Event of Default.
Subject to the provisions below, the value of the ECU, in which
the Notes may be denominated or may be payable, is equal to the value of the
ECU that is from time to time used as the unit of account of the EC. If the
ECU becomes a currency in its own right in accordance with the Treaty, all
references to ECU in the Notes shall be construed as references to such
currency.
With respect to each due date for the payment of principal of,
or interest on, the Notes on or after the first business day in Brussels on
which the ECU ceases to be used as the unit of account of the EC, and has not
become a currency in its own right replacing all or some of the currencies of
the member States of the EC, the Issuer shall choose a substitute currency
(the "Chosen Currency"), which may be any currency which was, on the last day
on which the ECU was used as the unit of account of the EC, a component
currency of the ECU or U.S. dollars, in which all payments due on or after
that date with respect to the Notes and coupons shall be made. Notice of the
Chosen Currency so selected shall be provided by first class mail to each
holder at the address of such holder which appears on the books maintained by
the registrar and to the Paying Agent. The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of the fourth business day in
Brussels prior to the date on which such payment is due.
On the first business day in Brussels on which the ECU ceases
to be used as the unit of account of the EC, and has not become a currency in
its own right replacing all or some of the currencies of the member States of
the EC, the Issuer shall select a Chosen Currency in which all payments with
respect to Notes and coupons having a due date prior thereto but not yet
presented for payment are to be made. The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of such first business day.
The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined by, or on behalf of, the
Exchange Rate Agent on the following basis. The amounts and components
composing the ECU for this purpose (the "Components") shall be the amounts and
components that composed the ECU as of the last date on which the ECU was used
as the unit of account of the EC. The equivalent of the ECU in the Chosen
Currency shall be calculated by, first, aggregating the U.S. dollar
equivalents of the Components; and then, in the case of a Chosen Currency
other than U.S. dollars, using the rate used for determining the U.S. dollar
equivalent of the Components in the Chosen Currency as set forth below,
calculating the equivalent in the Chosen Currency of such aggregate amount in
U.S. dollars.
The "Exchange Rate Agent" shall be Morgan Stanley & Co.
Incorporated, unless otherwise indicated on the face hereof.
The U.S. dollar equivalent of each of the Components shall be
determined by, or on behalf of, the Exchange Rate Agent on the basis of the
middle spot delivery quotations prevailing at 2:30 p.m., Brussels time, on the
Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent
from one or more major banks, as selected by the Issuer, in the country of
issue of the component currency in question.
If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent shall (except as provided below) use the most recent
direct quotations for such Component obtained by it or on its behalf, provided
that such quotations were prevailing in the country of issue not more than two
Business Days before such Day of Valuation. If such most recent quotations
were so prevailing in the country of issue more than two Business Days before
such Day of Valuation, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates derived from the
middle spot delivery quotations for such component currency and for the U.S.
dollar prevailing at 2:30 p.m., Brussels time, on such Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate agent from one or more major
banks, as selected by the Issuer, in a country other than the country of issue
of such component currency. Notwithstanding the foregoing, the Exchange Rate
Agent shall determine the U.S. dollar equivalent of such Component on the
basis of such cross rates if the Issuer or such agent judges that the
equivalent so calculated is more representative than the U.S. dollar
equivalent calculated as provided in the first sentence of this paragraph.
Unless otherwise specified by the Issuer, if there is more than one market for
dealing in any component currency by reason of foreign exchange regulations or
for any other reason, the market to be referred to in respect of such currency
shall be that upon which a non-resident issuer of securities denominated in
such currency would purchase such currency in order to make payments in
respect of such securities.
Payments in the Chosen Currency will be made at the specified
office of a paying agent in the country of the Chosen Currency, or, if none,
or at the option of the holder, at the specified office of any Paying Agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.
All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at such
entity's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on holders of Notes and coupons.
So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer. Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, on this Note
as the same shall become due.
No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ____________________ Custodian ____________________
(Minor) (Cust)
Under Uniform Gifts to Minors Act _____________________________
(State)
Additional abbreviations may also be used though not in the
above list.
------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
- ---------------------------------------
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.
Dated:
--------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid: _____________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid): __________________.
Dated:
---------------------------- --------------------------------
NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as
written upon the face of the
within instrument in every
particular without alteration or
enlargement.
ANNEX A
OFFICIAL NOTICE OF EXCHANGE
Dated: [On or after May 25, 1999]
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. Incorporated, as
Calculation Agent
1585 Broadway
New York, New York 10036
Fax No.: (212) 761-0674
(Attn: Lily Lam)
Dear Sirs:
The undersigned holder of the Medium Term Notes, Series C,
Senior Fixed Rate Notes, Exchangeable Notes due March 2, 2006 (Exchangeable
for Shares of Common Stock of MCI WorldCom) of Morgan Stanley Dean Witter &
Co. (CUSIP No. 617446DG1) (the "Notes") hereby irrevocably elects to exercise
with respect to the principal amount of the Notes indicated below, as of the
date hereof (or, if this letter is received after 11:00 a.m. on any Trading
Day, as of the next Trading Day), provided that such day is prior to the
earliest of (i) March 2, 2006, (ii) the Call Date and (iii) in the event of a
call for cash, the Company Notice Date, the Exchange Right as described in
Pricing Supplement No. 58 dated February 25, 1999 (the "Pricing Supplement")
to the Prospectus Supplement dated March 26, 1998 and the Prospectus dated
March 26, 1998 related to Registration Statement No. 333-46935. Capitalized
terms not defined herein have the meanings given to such terms in the Pricing
Supplement. Please date and acknowledge receipt of this notice in the place
provided below on the date of receipt, and fax a copy to the fax number
indicated, whereupon the Company will deliver, at its sole option, shares of
the Common Stock of MCI WorldCom or cash 3 Business Days after the Exchange
Date in accordance with the terms of the Notes, as described in the Pricing
Supplement.
Very truly yours,
--------------------------------
[Name of Holder]
By:
----------------------------
[Title]
--------------------------------
[Fax No.]
$
------------------------------
Principal Amount of Notes
surrendered for exchange
Receipt of the above Official
Notice of Exchange is hereby acknowledged
MORGAN STANLEY DEAN WITTER & CO., as Issuer
MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By:
----------------------------
Title:
Date and time of
acknowledgment
-----------------------
