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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 If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
Securities Act registration statement file number to which this form relates:
333-75289
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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 THE NEW YORK STOCK EXCHANGE
(Senior Fixed Rate Notes)
2.0% Exchangeable Notes Due July 7, 2006
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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<PAGE>
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), 2.0% Exchangeable Notes
Due July 7, 2006 (the "Wells Fargo & Company Exchangeable Notes"). A description
of the Wells Fargo & Company 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. 333-75289) (the "Registration Statement"), as
supplemented by the information under the caption "Description of Notes" in the
prospectus supplement dated May 6, 1999 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 Wells Fargo & Company Exchangeable Notes contained in the pricing
supplement dated July 1, 1999 to be filed pursuant to Rule 424(b) under the Act,
which contains the final terms and provisions of the Wells Fargo & Company
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 Wells Fargo & Company
Exchangeable Notes.
Page 2 of 4
<PAGE>
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: July 6, 1999 By: /s/ Martin M. Cohen
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Name: Martin M. Cohen
Title: Assistant Secretary
Page 3 of 4
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the A-1
Wells Fargo & Company Exchangeable Notes
Page 4 of 4
<PAGE>
EXHIBIT 4.1
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR U.S.$
CUSIP: 617446DL0
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.
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<PAGE>
MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
EXCHANGEABLE NOTE DUE JULY 7, 2006
EXCHANGEABLE FOR SHARES OF COMMON STOCK OF
WELLS FARGO & COMPANY
<TABLE>
<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: MATURITY DATE:
, 1999 DATE: See 2.0% per annum July 7, 2006
"Company Call
Right" below
INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: PERCENTAGE: N/A DATE(S): REPAYMENT
DATE(S): N/A
SPECIFIED CURRENCY: ANNUAL REDEMPTION INTEREST PAYMENT APPLICABILITY OF
U.S. Dollars PERCENTAGE PERIOD: MODIFIED
REDUCTION: N/A PAYMENT UPON
ACCELERATION:
See "Alternate
Calculation in case of
an Event of Default"
below
IF SPECIFIED REDEMPTION NOTICE APPLICABILITY OF If yes, state Issue Price:
CURRENCY PERIOD: N/A ANNUAL
OTHER THAN INTEREST
U.S. DOLLARS, PAYMENTS: N/A
OPTION TO
ELECT
PAYMENT IN
U.S. DOLLARS:
N/A
EXCHANGE RATE ORIGINAL YIELD TO
AGENT: N/A MATURITY:
OTHER PROVISIONS:
See below
</TABLE>
Exchange Right................ On any Exchange Date, subject to a prior call
of this Note for cash in an amount equal to
the Call Price by the Issuer as described
under "Company 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
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<PAGE>
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 ("Wells
Fargo Stock") of Wells Fargo & Company ("Wells
Fargo"), 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 Wells Fargo) ("Other
Exchange Property") to be delivered instead of
or in addition to such Wells Fargo 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 Wells Fargo Stock (or such Other Exchange
Property to be delivered instead of or in
addition to such Wells Fargo 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 Wells Fargo Stock (or such Other
Exchange Property) on the Exchange Date, as
determined by the Calculation Agent, in lieu of
such Wells Fargo 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
accrued but unpaid interest on this Note.
If this Note is exchanged after a record date
for the payment of interest and prior to the
next succeeding Interest Payment Date, this
Note must be accompanied by funds equal to the
interest payable on such succeeding Interest
Payment Date on the principal amount so
exchanged.
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
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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
Wells Fargo 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 Wells Fargo Stock
(or, if applicable, any Other Exchange
Property) of the number of shares of Wells
Fargo 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
Wells Fargo 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 Wells
Fargo 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 Wells
Fargo 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 Wells Fargo Stock (and, if
applicable, any other stock or other
securities), the Issuer shall pay cash in lieu
of delivering fractional shares of Wells Fargo
Stock (and, if applicable, of any other stock
or securities) in an
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amount equal to the corresponding fractional
Market Price of such fraction of Wells Fargo
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 Wells Fargo. See
"Antidilution Adjustments" below.
Exchange Date................. Any Trading Day that falls during the period
beginning October 1, 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 July 7, 2002, the Issuer may call
this Note, in whole but not in part, for
mandatory exchange into Wells Fargo 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 Call Price,
the Issuer shall (under those circumstances
only) pay the 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
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<PAGE>
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 so that the Issuer
will pay the 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 Wells Fargo 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 Wells Fargo Stock
(and, if applicable, of any such other stock or
securities)), (iv) the number of shares of
Wells Fargo 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 Wells Fargo 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
A- 6
<PAGE>
Date, the Calculation Agent makes any
adjustment to the Exchange Ratio and consequent
adjustment to the number of shares of Wells
Fargo 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 Wells Fargo 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. The Issuer shall, or shall cause the
Calculation Agent to, deliver such shares of
Wells Fargo 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 Wells Fargo 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 July 7,
2002 specified by the Issuer in its notice of
mandatory exchange on which the Issuer shall
deliver Wells Fargo
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<PAGE>
Stock or cash to the holder of this Note 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 Wells Fargo Stock
on such Trading Day.
Call Price....................
Market Price................. If Wells Fargo Stock (or any other security for
which a Market Price must be determined) is
listed on a national securities exchange, is a
security of The Nasdaq National Market 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
Wells Fargo Stock (or one unit of any such
other security) on any Trading Day means (i)
the last reported sale price, regular way, on
such day on the principal United States
securities exchange registered under the
Securities Exchange Act of 1934, as amended
(the "Exchange Act"), on which Wells Fargo
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 (even if Wells Fargo Stock (or
other such security) is listed or admitted to
trading on such securities exchanges), the last
reported sale price on the over-the-counter
market as reported on the Nasdaq National
Market 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 because of a Market Disruption Event
or otherwise, the Market Price for any Trading
Day shall be the mean, as determined by the
Calculation Agent, of the bid prices for Wells
Fargo 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 National Market" shall include a
security included in any successor to such
system and the term "OTC Bulletin Board
Service" shall include any successor service
thereto.
A- 8
<PAGE>
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
National Market, 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 Wells Fargo 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 Wells Fargo
Stock.
2. If Wells Fargo Stock is subject (i) to a
stock dividend (issuance of additional shares
of Wells Fargo Stock) that is given ratably to
all holders of shares of Wells Fargo Stock or
(ii) to a distribution of Wells Fargo Stock as
a result of the triggering of any provision of
the corporate charter of Wells Fargo, then once
the dividend has become effective and Wells
Fargo 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 Wells Fargo 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 Wells
Fargo Stock other than distributions described
in paragraph 6 below and Extraordinary
Dividends as described below. A cash dividend
or other distribution with respect to Wells
Fargo Stock shall be deemed to be an
"Extraordinary Dividend" if such dividend or
other distribution exceeds the immediately
preceding non-Extraordinary Dividend for Wells
Fargo Stock (as adjusted for any subsequent
corporate event
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<PAGE>
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 Wells Fargo 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 Wells Fargo
Stock, the Exchange Ratio with respect to Wells
Fargo 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 Wells Fargo 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 Wells Fargo
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 Wells Fargo 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 Wells Fargo 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 Wells Fargo Stock so long as a Market
Price for Wells Fargo Stock is available. If a
Market Price is no longer available for Wells
Fargo Stock for whatever reason, including the
liquidation of Wells Fargo or the subjection of
Wells Fargo to a proceeding under any
applicable bankruptcy, insolvency or other
similar
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<PAGE>
law, then the value of Wells Fargo Stock shall
equal zero for so long as no Market Price is
available.
5. If there occurs any reclassification or
change of Wells Fargo Stock, including, without
limitation, as a result of the issuance of
tracking stock by Wells Fargo, or if Wells
Fargo 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 Wells Fargo as an entirety or
substantially as an entirety, in each case as a
result of which the holders of Wells Fargo
Stock shall be entitled to receive Other
Exchange Property with respect to or in
exchange for such Wells Fargo 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
at the then current Exchange Ratio for Wells
Fargo Stock immediately prior to any such
corporate event, but without interest thereon.
6. If Wells Fargo issues to all of its
shareholders equity securities of an issuer
other than Wells Fargo (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
Wells Fargo 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 Wells Fargo 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 upon
the occurrence of corporate or other similar
events that affect or could potentially affect
market prices of, or shareholders' rights in,
Wells Fargo Stock (or Other Exchange Property)
but only to reflect such changes and not with
the aim of changing relative investment risk.
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<PAGE>
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 one-millionths being
rounded upward.
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 paragraphs 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 Wells Fargo Stock the occurrence or
existence of any of the following events as
determined by the Calculation Agent:
(i) a suspension, absence or material
limitation of trading of Wells Fargo Stock
on the primary market for Wells Fargo 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 Wells
Fargo Stock as a result of which the
reported trading prices for Wells Fargo
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 Wells Fargo Stock, if
available, during the one-half hour period
preceding the close of trading in the
applicable market; and
(ii) a determination by the Calculation
Agent in its sole discretion that any event
described in clause (i) above materially
interfered with the ability of the
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<PAGE>
Issuer or any of its affiliates to unwind
all or a material portion of the hedge with
respect to the Exchangeable Notes due July
7, 2006 (Exchangeable for Shares of Common
Stock of Wells Fargo & Company).
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 NYSE 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 Wells Fargo
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 Wells Fargo Stock
and (5) a suspension, absence or material
limitation of trading on the primary securities
market on which options contracts related to
Wells Fargo 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
this Note 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 principal amount of
this Note plus any accrued and unpaid interest
at the Interest Rate to but not including the
date of acceleration; provided that if (x) the
holder of this Note has submitted an Official
Notice
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<PAGE>
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 Wells Fargo 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 and unpaid interest
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 $1,000 principal amount
of this Note equal to the Call Price.
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<PAGE>
Morgan Stanley Dean Witter & Co., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to CEDE & Co., or registered assignees, the principal sum of U.S.$
(UNITED STATES DOLLARS ), on the Maturity Date specified above
(except to the extent redeemed or repaid prior to maturity) and to pay interest
thereon at the Interest Rate per annum specified above, from and including the
Interest Accrual Date specified above until the principal hereof is paid or duly
made available for payment weekly, 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.
Interest on this Note will accrue from and including the most recent 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. 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
(as defined below)) (each such date a "Record Date"); provided, however, that
interest payable at maturity (or any redemption or repayment date) 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, (a) that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close (x) in The City of New York
or (y) if this Note is denominated in a Specified Currency other than U.S.
dollars, Australian dollars or euro, in the principal financial center of the
country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (b) if this Note is denominated in euro, that
is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer System ("TARGET") is operating (a "TARGET Settlement Day").
Payment of the principal of this Note, any premium and the interest due at
maturity (or 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
the equivalent
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<PAGE>
in a Specified Currency) 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, with respect to
payments of interest, on or prior to the fifth Business Day after the applicable
Record Date and, with respect to payments of principal or any premium, at least
ten Business Days prior to the Maturity Date or any redemption or repayment
date, as the case may be; provided that, if payment of interest, principal or
any premium with regard to this Note is payable in euro, the account must be a
euro account in a country for which the euro is the lawful currency, provided,
further, 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 fifth
Business Day after such 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, for payments of interest, or at
least ten days prior to the Maturity Date or any redemption or repayment date,
for payments of principal, 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 (as
defined on the reverse hereof) 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
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<PAGE>
payable in the absence of such an 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.
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<PAGE>
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
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<PAGE>
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 an Amended and
Restated Senior Indenture, dated as of May 1, 1999, between the Issuer and The
Chase Manhattan Bank, as Trustee (the "Trustee," which term includes any
successor trustee under the Senior Indenture) (as may be amended or 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 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 indicated on the face hereof, 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 hereof, 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. 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. 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 or within the Redemption Notice Period
specified on the face hereof, 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.
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
A- 19
<PAGE>
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. 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.
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.
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
A- 20
<PAGE>
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 The City of New York 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.
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 this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this 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, the Issuer in its discretion may execute a new Note of
like tenor in exchange for this Note, but, if this Note is destroyed, lost or
stolen, only upon receipt of evidence satisfactory to the Trustee and the Issuer
that this 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
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<PAGE>
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
or insolvency 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 modify or amend the provisions for
conversion of any currency into any other currency, or modify or amend the
provisions for conversion or exchange of the debt security for securities of the
Issuer or other
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<PAGE>
entities (other than as provided in the antidilution provisions or other similar
adjustment provisions of the debt securities or otherwise in accordance with the
terms 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. If such Market Exchange Rate
is not then available to the Issuer or is not published for a particular
Specified Currency, the Market Exchange Rate will be based on the highest bid
quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the date of such payment from three recognized foreign exchange
dealers (the "Exchange Dealers") for the purchase by the quoting Exchange Dealer
of the Specified Currency for U.S. dollars for settlement on the payment date,
in the aggregate amount of the Specified Currency payable to those holders or
beneficial owners of Notes and at which the applicable Exchange Dealer commits
to execute a contract. One of the Exchange Dealers providing quotations may be
the Exchange Rate Agent unless the Exchange Rate Agent is an affiliate of the
Issuer. If those bid quotations are not available, the Exchange Rate Agent shall
determine the market exchange rate at its sole discretion.
The "Exchange Rate Agent" shall be Morgan Stanley & Co. Incorporated,
unless otherwise indicated on the face hereof.
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.
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<PAGE>
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.
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<PAGE>
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.
----------
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<PAGE>
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.
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<PAGE>
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.
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