SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 1999
MORGAN STANLEY DEAN WITTER & CO.
(Exact name of Registrant as specified in its Charter)
Delaware
(State of Incorporation)
1-11758 36-3145972
(Commission File Number) (IRS Employer Id. Number)
1585 Broadway 10036
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 761-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Item 5. Other Events
Exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (File No. 333-75289) of Morgan Stanley Dean Witter & Co. (the
"Company").
On December 20, 1999, the Company executed an Underwriting Agreement (the
"Underwriting Agreement") with Morgan Stanley & Co. Incorporated. Pursuant to
the Underwriting Agreement, the Company will issue $750,000,000 in aggregate
principal amount of Floating Rate Notes Due 2001 (the "Floating Rate Notes")
and $2,250,000,000 in aggregate principal amount of 7 1/8% Notes Due 2003 (the
"7 1/8% Notes"). The form of Floating Rate Notes and form of 7 1/8% Notes are
each filed as an exhibit hereto.
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) 4(nn) Form of Floating Rate Note Due 2001 of
Morgan Stanley Dean Witter & Co.
(d) 4(oo) Form of 7 1/8% Note Due 2003 of
Morgan Stanley Dean Witter & Co.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Ronald T. Carman
---------------------------------
Name: Ronald T. Carman
Title: Assistant Secretary
Date: December 23, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MORGAN STANLEY DEAN WITTER & CO.
EXHIBITS
TO CURRENT REPORT ON
FORM 8-K DATED DECEMBER 20, 1999
Commission File Number 1-11758
Exhibit No. Description
4(nn) Form of Morgan Stanley Dean Witter & Co.'s
Floating Rate Notes Due 2001.
4(oo) Form of Morgan Stanley Dean Witter & Co.'s
7 1/8% Notes Due 2003.
Exhibit 4(nn)
REGISTERED REGISTERED No. R-
U.S. CUSIP:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
(as defined below) 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 is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this certificate may not be transferred except as
a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or by DTC or any such nominee to a successor Depositary or a
nominee of such successor Depositary.
MORGAN STANLEY DEAN WITTER & CO.
FLOATING RATE NOTE DUE
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 assigns, the principal sum of
___________________ United States Dollars (U.S. $____________) on _____________
(the "Maturity Date"), and to pay interest thereon from, and including,
____________ to, but excluding, _____________, at a rate per annum equal
to ______% (the "Initial Interest Rate") and thereafter at a rate per annum
equal to ____________ (as defined below) plus _____% until the principal
hereof is paid or duly made available for payment, payable quarterly in
arrears on ______________, _______________, ____________ and __________,
commencing on _________, (each an "Interest Payment Date"); provided, however,
that if any Interest Payment Date (other than the Maturity Date or a
redemption date) would fall on a day that is not a Business Day, such Interest
Payment Date will be the following day that is a Business Day, except that if
such Business Day is in the next succeeding calendar month, such Interest
Payment Date shall be the next preceding Business Day. If the Maturity Date or
a redemption date falls on a day that is not a Business Day, the payment of
principal and interest on this Registered Global Security due on such date
will be made on the next succeeding Business Day, and no interest on such
payment shall accrue for the period from and after the Maturity Date or such
redemption date.
On each Interest Payment Date, interest will be paid to the person in
whose name this Registered Global Security is registered at the close of
business on the preceding, as applicable.
The rate of interest on this Registered Global Security will be reset
quarterly (the "Interest Reset Period," and the first day of each Interest
Reset Period being an "Interest Reset Date"). The Interest Reset Dates will be
______________, commencing ____________; provided, however, that the interest
rate in effect from the date of original issue to the first Interest Reset
Date will be the Initial Interest Rate. If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date shall
be postponed to the next succeeding Business Day, except that if such Business
Day is in the next succeeding calendar month, such Interest Reset Date shall
be the next preceding Business Day. 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 that is also a day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.
Interest payments on this Registered Global Security shall be the amount
of interest accrued from, and including, the date of original issue or from,
and including, the last date to which interest has been paid to, but
excluding, the Interest Payment Date, the Maturity Date or a redemption date,
as the case may be.
Accrued interest on this Registered Global Security shall be calculated
by multiplying the principal amount hereof by an accrued interest factor. Such
accrued interest factor will be computed by adding the interest factors
calculated for each day in the period for which interest is being paid. The
interest factor for each such day is computed by dividing the interest rate
applicable to such day by 360. All percentages used in or resulting from any
calculation of the rate of interest on this Registered Global Security will be
rounded, if necessary, to the nearest one-hundred-thousandth of a percentage
point (.0000001), with five one-millionths of a percentage point rounded
upward, and all dollar amounts used in or resulting from such calculation will
be rounded to the nearest cent, with one-half cent rounded upward. The
interest rate in effect on any Interest Reset Date will be the applicable rate
as reset on such date. The interest rate applicable to any other day is the
interest rate from the immediately preceding Interest Reset Date (or, if none,
the Initial Interest Rate).
Reference is hereby made to the further provisions of this certificate
set forth on the succeeding pages hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
IN WITNESS WHEREOF, Morgan Stanley Dean Witter & Co. has caused this
Registered Global Security to be duly executed under its corporate seal.
DATED: MORGAN STANLEY DEAN WITTER & CO.
[SEAL] By:
-----------------------------
Name:
Title:
Attest:
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Title: Assistant Secretary
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities referred
to in the within-mentioned
Senior Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
---------------------------
Authorized Officer
Reverse of Security
Interest on this Registered Global Security will accrue as described
below and on the face hereof.
The "Interest Determination Date" pertaining to an Interest Reset Date
will be the second London Banking Day preceding such Interest Reset Date.
"London Banking Day" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
" " for each Interest Reset Date will be determined by The Chase
Manhattan Bank (together with its successors and assigns as calculation agent
for this Registered Global Security, the "Calculation Agent") as follows:
(i) As of each Interest Determination Date, the Calculation Agent
will determine ______ as the rate for deposits in U.S. dollars for a
period of three months, commencing on such Interest Determination Date,
that appears on Page ______ on ______, or any successor page, at
approximately 11:00 a.m., London time, on such Interest Determination
Date. If no rate appears, ______ in respect of such Interest
Determination Date will be determined as described in (ii) below.
(ii) With respect to an Interest Determination Date on which no rate
appears, the Calculation Agent will request the principal London offices
of each of four major reference banks in the London interbank market, as
selected by the Calculation Agent (after consultation with the Issuer),
to provide the Calculation Agent with its offered quotations for deposits
in U.S. dollars for a period of three months, commencing on the second
London Banking Day immediately following such Interest Determination
Date, to prime banks in the London interbank market at approximately
11:00 a.m., London time, on such Interest Determination Date and in a
principal amount that is representative of a single transaction in U.S.
dollars in such market at such time. If at least two such quotations are
provided, ______ will be the arithmetic mean of such quotations. If fewer
than two quotations are provided, ______ in respect of that Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York time, on the Interest Reset Date by
three major banks in New York City selected by the Calculation Agent
(after consultation with the Issuer) for loans in U.S. dollars to leading
European banks, for a period of three months, commencing on the Interest
Reset Date and in a principal amount that is representative of a single
transaction in U.S. dollars in such market at such time; provided,
however, that if the banks selected as aforesaid by the Calculation Agent
are not quoting rates as mentioned in this sentence, ______ for such
Interest Reset Period will be the same as ______ for the immediately
preceding Interest Reset Period (or, if there was no such Interest Reset
Period, the rate of interest payable on this Registered Global Security
for such Interest Reset Period shall be the Initial Interest Rate).
Payment of the principal of this Registered Global Security and the
interest due on the Maturity Date or a redemption date will be made upon
surrender of this Registered Global Security at the office or agency of the
Issuer 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. Payment
of the principal of and interest on this Registered Global Security will be
made in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Issuer, interest may be paid by wire
transfer or by mailing checks for such interest payable to or upon the written
order of such Holders at their last address as they appear on the registry
books of the Issuer.
This Registered Global Security is one of the duly authorized debt
securities of the Issuer (the "Securities" and, individually, a "Security")
issued or to be issued under and pursuant to an Amended and Restated Senior
Indenture dated as of May 1, 1999, (as may be amended or supplemented from
time to time, the "Senior Indenture"), between the Issuer and The Chase
Manhattan Bank, as Trustee (the "Trustee", which term includes any successor
trustee under 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 Securities and the terms upon which the
Securities are, and are to be, authenticated and delivered. The terms of the
Senior Indenture are hereby incorporated by reference herein. The Securities
may be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption
or repayment provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any) and may otherwise vary as provided in the
Senior Indenture. This security is a Registered Global Security of a series of
Securities designated as the Floating Rate Notes Due ______ of the Issuer (the
"Notes").
The Notes will not be subject to any sinking fund and will not be
redeemable at the option of the Issuer or repayable at the option of the
Holder prior to maturity, except as described in the following paragraph.
This Registered Global Security may be redeemed, as a whole, at the
option of the Issuer at any time prior to maturity, upon the giving of a
notice of redemption as described below, at a redemption price equal to 100%
of the principal amount hereof, together with accrued interest to the date
fixed for redemption, if the Issuer determines that, as a result of any change
in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in official
position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or after ______, the
Issuer has or will become obligated to pay Additional Amounts (as defined
below) with respect to this Registered Global Security as described below.
Prior to the giving of any notice of redemption pursuant to this paragraph,
the Issuer shall deliver to the Trustee (i) a certificate stating that the
Issuer is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Issuer to so
redeem have occurred and (ii) an opinion of independent counsel satisfactory
to the Trustee to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 60 days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts if a payment in respect of this Registered Global Security were then
due.
Notice of redemption shall be given not less than 30 nor more than 60
days prior to the date fixed for redemption, which date and the applicable
redemption price shall be specified in the notice.
The Issuer shall, subject to certain exceptions and limitations set forth
below, pay such additional amounts (the "Additional Amounts") to the
beneficial owner of any interest in this Registered Global Security who is a
non-United States Person (as defined below) as may be necessary in order that
every net payment of the principal of and interest on this Registered Global
Security and any other amounts payable on this Registered Global Security,
after withholding for or on account of any present or future tax, assessment
or governmental charge imposed upon or as a result of such payment by the
United States (or any political subdivision or taxing authority thereof or
therein), will not be less than the amount provided for in this Registered
Global Security to be then due and payable. The Issuer shall not, however, be
required to make any payment of Additional Amounts to any such beneficial
owner for or on account of:
(a) any such tax, assessment or other governmental charge that would
not have been so imposed but for (i) the existence of any present or
former connection between such beneficial owner (or between a
fiduciary, settlor, beneficiary, member or shareholder of such
beneficial owner, if such beneficial owner is an estate, a trust, a
partnership or a corporation) and the United States and its
possessions, including, without limitation, such beneficial owner (or
such fiduciary, settlor, beneficiary, member or shareholder) being or
having been a citizen or resident thereof or being or having been
engaged in a trade or business or present therein or having, or
having had, a permanent establishment therein or (ii) the
presentation by or on behalf of the beneficial owner of any such
Registered Global Security for payment on a date more than 15 days
after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs
later;
(b) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed by
reason of such beneficial owner's past or present status as a
personal holding company or foreign personal holding company or
controlled foreign corporation or passive foreign investment company
with respect to the United States or as a corporation that
accumulates earnings to avoid United States federal income tax or as
a private foundation or other tax-exempt organization;
(d) any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payments on or in respect of this
Registered Global Security;
(e) any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of, or
interest on, this Registered Global Security, if such payment can be
made without such withholding by any paying agent in a city in
Western Europe;
(f) any tax, assessment or other governmental charge that would not
have been imposed but for the failure to comply with certification,
information or other reporting requirements concerning the
nationality, residence or identity of the beneficial owner of this
Registered Global Security, if such compliance is required by statute
or by regulation of the United States or of any political subdivision
or taxing authority thereof or therein as a precondition to relief or
exemption from such tax, assessment or other governmental charge;
(g) any tax, assessment or other governmental charge imposed by
reason of such beneficial owner's past or present status as the
actual or constructive owner of 10% or more of the total combined
voting power of all classes of stock entitled to vote of the Issuer
or as a direct or indirect subsidiary of the Issuer; or
(h) any combination of items (a), (b), (c), (d), (e), (f) or (g);
nor shall Additional Amounts be paid with respect to any payment on this
Registered Global Security to a non-United States Person who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States (or any
political subdivision thereof) to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
held its interest in this Registered Global Security directly.
The term "non-United States Person" means any person who, for United
States federal income tax purposes, is (i) a foreign corporation, (ii) a
nonresident alien individual, (iii) a nonresident alien fiduciary of a foreign
estate or trust or (iv) a foreign partnership one or more of the members of
which is, for United States federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident alien fiduciary
of a foreign estate or trust.
The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in the Borough of Manhattan, The City of New York,
a register for the registration and transfer of Notes. Subject to the
limitations, terms and conditions set forth herein and in the Senior
Indenture, this Registered Global Security may be transferred at the aforesaid
office of the Trustee by surrendering this Registered Global Security for
cancellation and thereupon the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees, in
exchange herefor, a new Registered Global Security or Registered Global
Securities having identical terms and provisions and having a like aggregate
principal amount in authorized denominations. Upon the occurrence of certain
events specified in Section 2.08 of the Senior Indenture, this Registered
Global Security is exchangeable at the office of the Trustee for definitive
registered Notes without coupons of authorized denominations in an equal
aggregate principal amount and having identical terms and provisions as the
surrendered Registered Global Security.
All Registered Global Securities surrendered for transfer or exchange
shall be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to, the Issuer and the Trustee
and executed by the registered Holder or by the Holder's attorney duly
authorized in writing. The Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such exchange or registration of transfer.
In case an Event of Default, as defined in the Senior Indenture, with
respect to the Notes shall have occurred and be continuing, the principal
hereof may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Senior Indenture.
The Senior Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under such
Senior Indenture then Outstanding and affected, voting as one class, to add
any provisions to, or change in any manner or eliminate any of the provisions
of, such Senior Indenture or modify in any manner the rights of the Holders of
the Securities of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the Holder of each outstanding
Security affected thereby, (i) extend the final maturity of any 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 in which the principal thereof
(including any amount in respect of original issue discount) or interest
thereon is payable, or reduce the amount of any original issue discount
security payable upon acceleration or provable in bankruptcy, or impair the
right to institute suit for the enforcement of any payment on any Security
when due or (ii) reduce the aforesaid percentage in principal amount of
Securities of any series issued under such Senior Indenture, the consent of
the Holders of which is required for any such modification. It is also
provided in the Senior Indenture that, with respect to certain defaults or
Events of Default regarding the Securities of any series, prior to any
declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of all
series with respect to which an Event of Default shall have occurred and
continuing (voting as a single class) may, on behalf of the Holders of all
such Securities, waive any such past default or Event of Default and its
consequences. The preceding sentence shall not, however, apply to any default
in the payment of the principal of or interest on any of the Securities. Any
such consent or waiver by the Holder of this Registered Global Security
(unless revoked as provided in the Senior Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this
Registered Global Security and any Securities which may be issued in exchange
or substitution herefor or on registration of transfer hereof, irrespective of
whether or not any notation thereof is made upon this Registered Global
Security or such other Securities.
No provision of this Registered Global Security 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 Registered Global Security 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 Registered Global Security.
The Issuer, the Trustee and any agent of the Issuer or the Trustee may
deem and treat the registered Holder hereof as the absolute owner of this
Registered Global Security (whether or not this Registered Global Security
shall be overdue and notwithstanding any notation of ownership or other
writing hereon), for the purpose of receiving payment of, or on account of,
the principal hereof and, subject to the provisions on the face hereof,
interest hereon, and for all other purposes, and none of the Issuer, the
Trustee or any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Senior Indenture or any indenture supplemental thereto or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, 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, under any
rule of law, statute or constitutional provision or by the enforcement of
penalty or assessment or by any legal or equitable proceeding or otherwise,
all such liability being expressly waived and released by the acceptance
hereof and as part of the consideration for the issue hereof.
This Registered Global Security 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 Registered Global Security, which are defined in
the Senior Indenture and not otherwise defined herein, shall have the meanings
assigned to them in the Senior Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Registered Global Security shall not be
entitled to any benefit under the Senior Indenture or be valid or obligatory
for any purpose.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
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[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
the within Registered Global Security, and all rights thereunder, hereby
irrevocably constituting and appointing
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attorney to transfer such security on the books of the Issuer, with full power
of substitution in the premises.
Dated: Signature:
----------------------- --------------------
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Registered
Global Security in every particular without alteration or
enlargement or any change whatsoever.
Exhibit (oo)
REGISTERED REGISTERED No. R-
U.S. CUSIP:
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer
(as defined below) 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 is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this certificate may not be transferred except as
a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or by DTC or any such nominee to a successor Depositary or a
nominee of such successor Depositary.
MORGAN STANLEY DEAN WITTER & CO.
NOTE DUE
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 assigns, the principal sum of
_____________ United States Dollars (U.S. $________________), on
________________ (the "Maturity Date"), and to pay interest thereon at the
rate of _____ per annum from _________________, until the principal hereof is
paid or duly made available for payment, semiannually in arrears on the th day
of _________________ and _______ in each year (each such date an "Interest
Payment Date") commencing on _______________, and on the Maturity Date.
Reference is hereby made to the further provisions of this certificate
set forth on the succeeding pages hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
IN WITNESS WHEREOF, Morgan Stanley Dean Witter & Co. has caused this
Registered Global Security to be duly executed under its corporate seal.
DATED: MORGAN STANLEY DEAN WITTER & CO.
[SEAL] By:
----------------------------
Name:
Title:
Attest:
- ----------------------------
Title: Assistant Secretary
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities referred
to in the within-mentioned Senior
Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
-------------------------------
Authorized Officer
Reverse of Security
Interest on this Registered Global Security (as described below) 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 _____________________, until the
principal hereof has been paid or duly made available for payment. The
interest so payable on any Interest Payment Date will be paid to the person in
whose name this Registered Global Security (or one or more predecessor
Registered Global Securities) is registered at the close of business on the
first day of the month in which such Interest Payment Date occurs (whether or
not a Business Day) (each such date a "Record Date"). Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. Interest
payments on this Registered Global Security will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date, as the case may
be.
Payment of the principal of this Registered Global Security and the
interest due on the Maturity Date or a redemption date will be made upon
surrender of this Registered Global Security at the office or agency of the
Issuer 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. Payment
of the principal of and interest on this Registered Global Security will be
made in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Issuer, interest may be paid by wire
transfer or by mailing checks for such interest payable to or upon the written
order of such Holder at its last address as it appears on the registry books
of the Issuer.
This Registered Global Security is one of the duly authorized debt
securities of the Issuer (the "Securities" and, individually, a "Security")
issued or to be issued under and pursuant to 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 Securities and the terms upon which the
Securities are, and are to be, authenticated and delivered. The terms of the
Senior Indenture are hereby incorporated by reference herein. The Securities
may be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption
or repayment provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any) and may otherwise vary as provided in the
Senior Indenture. This security is a Registered Global Security of a series of
Securities designated as the ______ Notes Due ______ of the Issuer (the
"Notes").
The Notes will not be subject to any sinking fund and will not be
redeemable at the option of the Issuer or repayable at the option of the
Holder prior to maturity, except as described in the following paragraph.
This Registered Global Security may be redeemed, as a whole, at the
option of the Issuer at any time prior to maturity, upon the giving of a
notice of redemption as described below, at a redemption price equal to 100%
of the principal amount hereof, together with accrued interest to the date
fixed for redemption, if the Issuer determines that, as a result of any change
in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in official
position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or after ______, the
Issuer has or will become obligated to pay Additional Amounts (as defined
below) with respect to this Registered Global Security as described below.
Prior to the giving of any notice of redemption pursuant to this paragraph,
the Issuer shall deliver to the Trustee (i) a certificate stating that the
Issuer is entitled to effect such redemption and setting forth a statement of
facts showing that the conditions precedent to the right of the Issuer to so
redeem have occurred and (ii) an opinion of independent counsel satisfactory
to the Trustee to such effect based on such statement of facts; provided that
no such notice of redemption shall be given earlier than 60 days prior to the
earliest date on which the Issuer would be obligated to pay such Additional
Amounts if a payment in respect of this Registered Global Security were then
due.
Notice of redemption shall be given not less than 30 nor more than 60
days prior to the date fixed for redemption, which date and the applicable
redemption price shall be specified in the notice.
The Issuer shall, subject to certain exceptions and limitations set forth
below, pay such additional amounts (the "Additional Amounts") to the
beneficial owner of any interest in this Registered Global Security who is a
non-United States Person (as defined below) as may be necessary in order that
every net payment of the principal of and interest on this Registered Global
Security and any other amounts payable on this Registered Global Security,
after withholding for or on account of any present or future tax, assessment
or governmental charge imposed upon or as a result of such payment by the
United States (or any political subdivision or taxing authority thereof or
therein), will not be less than the amount provided for in this Registered
Global Security to be then due and payable. The Issuer shall not, however, be
required to make any payment of Additional Amounts to any such beneficial
owner for or on account of:
(a) any such tax, assessment or other governmental charge that would
not have been so imposed but for (i) the existence of any present or
former connection between such beneficial owner (or between a
fiduciary, settlor, beneficiary, member or shareholder of such
beneficial owner, if such beneficial owner is an estate, a trust, a
partnership or a corporation) and the United States and its
possessions, including, without limitation, such beneficial owner (or
such fiduciary, settlor, beneficiary, member or shareholder) being or
having been a citizen or resident thereof or being or having been
engaged in a trade or business or present therein or having, or
having had, a permanent establishment therein or (ii) the
presentation by or on behalf of the beneficial owner of any such
Registered Global Security for payment on a date more than 15 days
after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs
later;
(b) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed by
reason of such beneficial owner's past or present status as a
personal holding company or foreign personal holding company or
controlled foreign corporation or passive foreign investment company
with respect to the United States or as a corporation that
accumulates earnings to avoid United States federal income tax or as
a private foundation or other tax-exempt organization;
(d) any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payments on or in respect of this
Registered Global Security;
(e) any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of, or
interest on, this Registered Global Security, if such payment can be
made without such withholding by any paying agent in a city in
Western Europe;
(f) any tax, assessment or other governmental charge that would not
have been imposed but for the failure to comply with certification,
information or other reporting requirements concerning the
nationality, residence or identity of the beneficial owner of this
Registered Global Security, if such compliance is required by statute
or by regulation of the United States or of any political subdivision
or taxing authority thereof or therein as a precondition to relief or
exemption from such tax, assessment or other governmental charge;
(g) any tax, assessment or other governmental charge imposed by
reason of such beneficial owner's past or present status as the
actual or constructive owner of 10% or more of the total combined
voting power of all classes of stock entitled to vote of the Issuer
or as a direct or indirect subsidiary of the Issuer; or
(h) any combination of items (a), (b), (c), (d), (e), (f) or (g);
nor shall Additional Amounts be paid with respect to any payment on this
Registered Global Security to a non-United States Person who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States (or any
political subdivision thereof) to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
held its interest in this Registered Global Security directly.
The term "non-United States Person" means any person who, for United
States federal income tax purposes, is (i) a foreign corporation, (ii) a
nonresident alien individual, (iii) a nonresident alien fiduciary of a foreign
estate or trust or (iv) a foreign partnership one or more of the members of
which is, for United States federal income tax purposes, a foreign
corporation, a nonresident alien individual or a nonresident alien fiduciary
of a foreign estate or trust.
The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in the Borough of Manhattan, The City of New York,
a register for the registration and transfer of Notes. Subject to the
limitations, terms and conditions set forth herein and in the Senior
Indenture, this Registered Global Security may be transferred at the aforesaid
office of the Trustee by surrendering this Registered Global Security for
cancellation and thereupon the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees, in
exchange herefor, a new Registered Global Security or Registered Global
Securities having identical terms and provisions and having a like aggregate
principal amount in authorized denominations. Upon the occurrence of certain
events specified in Section 2.08 of the Senior Indenture, this Registered
Global Security is exchangeable at the office of the Trustee for definitive
registered Notes without coupons of authorized denominations in an equal
aggregate principal amount and having identical terms and provisions as the
surrendered Registered Global Security.
All Registered Global Securities surrendered for transfer or exchange
shall be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to, the Issuer and the Trustee
and executed by the registered Holder or by the Holder's attorney duly
authorized in writing. The Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such exchange or registration of transfer.
In case an Event of Default, as defined in the Senior Indenture, with
respect to the Notes shall have occurred and be continuing, the principal
hereof may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Senior Indenture.
The Senior Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under such
Senior Indenture then Outstanding and affected, voting as one class, to add
any provisions to, or change in any manner or eliminate any of the provisions
of, such Senior Indenture or modify in any manner the rights of the Holders of
the Securities of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the Holder of each outstanding
Security affected thereby, (i) extend the final maturity of any 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 in which the principal thereof
(including any amount in respect of original issue discount) or interest
thereon is payable, or reduce the amount of any original issue discount
security payable upon acceleration or provable in bankruptcy, or impair the
right to institute suit for the enforcement of any payment on any Security
when due or (ii) reduce the aforesaid percentage in principal amount of
Securities of any series issued under such Senior Indenture, the consent of
the Holders of which is required for any such modification. It is also
provided in the Senior Indenture that, with respect to certain defaults or
Events of Default regarding the Securities of any series, prior to any
declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of all
series with respect to which an Event of Default shall have occurred and
continuing (voting as a single class) may, on behalf of the Holders of all
such Securities, waive any such past default or Event of Default and its
consequences. The preceding sentence shall not, however, apply to any default
in the payment of the principal of or interest on any of the Securities. Any
such consent or waiver by the Holder of this Registered Global Security
(unless revoked as provided in the Senior Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this
Registered Global Security and any Securities which may be issued in exchange
or substitution herefor or on registration of transfer hereof, irrespective of
whether or not any notation thereof is made upon this Registered Global
Security or such other Securities.
No provision of this Registered Global Security 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 Registered Global Security 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 Registered Global Security.
The Issuer, the Trustee and any agent of the Issuer or the Trustee may
deem and treat the registered Holder hereof as the absolute owner of this
Registered Global Security (whether or not this Registered Global Security
shall be overdue and notwithstanding any notation of ownership or other
writing hereon), for the purpose of receiving payment of, or on account of,
the principal hereof and, subject to the provisions on the face hereof,
interest hereon, and for all other purposes, and none of the Issuer, the
Trustee or any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Senior Indenture or any indenture supplemental thereto or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, 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, under any
rule of law, statute or constitutional provision or by the enforcement of
penalty or assessment or by any legal or equitable proceeding or otherwise,
all such liability being expressly waived and released by the acceptance
hereof and as part of the consideration for the issue hereof.
This Registered Global Security 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 Registered Global Security, which are defined in
the Senior Indenture and not otherwise defined herein, shall have the meanings
assigned to them in the Senior Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Registered Global Security shall not be
entitled to any benefit under the Senior Indenture or be valid or obligatory
for any purpose.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
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[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
the within Registered Global Security, and all rights thereunder, hereby
irrevocably constituting and appointing
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attorney to transfer such security on the books of the Issuer, with full power
of substitution in the premises.
Dated: Signature:
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NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within Registered Global
Security in every particular without alteration or enlargement
or any change whatsoever.
