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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 pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [X] check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-75289
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)
Due October 19, 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), Exchangeable Notes due
October 19, 2006 (the "Oracle Corporation Exchangeable Notes"). A description of
the Oracle Corporation 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 Oracle Corporation Exchangeable Notes contained in the pricing supplement
dated October 14, 1999 to be filed pursuant to Rule 424(b) under the Act, which
contains the final terms and provisions of the Oracle Corporation 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 Oracle Corporation
Exchangeable Notes.
<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: October 18, 1999 By: /s/ Ronald T. Carman
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Name: Ronald T. Carman
Title: Assistant Secretary
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Oracle A-1
Corporation Exchangeable Notes
EXHIBIT 4.1
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR U.S.$
CUSIP: 617446DP1
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.
<PAGE>
MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
EXCHANGEABLE NOTE DUE OCTOBER 19, 2006
EXCHANGEABLE FOR SHARES OF COMMON STOCK OF
ORACLE CORPORATION
<TABLE>
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<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: N/A MATURITY DATE:
, 1999 DATE: See October 19, 2006
"Company Call
Right" below
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INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: N/A PERCENTAGE: See DATE(S): N/A REPAYMENT
"Call Price" below DATE(S): N/A
- ------------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY: ANNUAL REDEMPTION INTEREST PAYMENT APPLICABILITY OF
U.S. Dollars PERCENTAGE PERIOD: N/A MODIFIED
REDUCTION: See PAYMENT UPON
"Call Price" below 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>
Issue Price................... $ ( % of the principal amount at
maturity)
Exchange Right................ On any Exchange Date, subject to a prior call
of this Note for cash in an amount equal to
the Call Price by the Issuer (as a result of
the fact that Parity, on the Trading Day
prior to the Company Notice Date, is less
than the applicable Call Price) as described
under "Company Call Right" below, the holder
of this Note shall be entitled upon (i)
completion by the holder and delivery to the
Issuer and the Calculation Agent of an
Official Notice of Exchange (in the form of
Annex A attached hereto) prior to 11:00 a.m.
New York City time on such date and (ii)
delivery on such date of this Note to the
Trustee, to exchange each $1,000 principal
amount of this Note for ________ shares (the
"Exchange Ratio") of the common stock, $.01
par value ("Oracle Stock"), of Oracle
Corporation ("Oracle"), 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
Oracle) ("Other Exchange Property") to be
delivered instead of or in addition to such
Oracle 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
Oracle Stock (or such Other Exchange Property
to be delivered instead of or in addition to
such Oracle 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 Oracle Stock (or such Other Exchange
Property) on the Exchange Date, as determined
by the Calculation Agent, in lieu of such
Oracle Stock (or such Other Exchange
Property). Such delivery or payment shall be
made 3 Business Days after any Exchange Date,
subject to delivery of this Note to the
Trustee on the Exchange Date as aforesaid.
Upon any exercise of the Exchange Right, the
holder of this exchanged Note shall not be
entitled to receive any cash payment
representing any accrual of the original
issue discount ("Stated OID"). Such accrued
Stated OID will be deemed paid by the Oracle
Stock or cash received by the holder of this
Note upon exercise of the Exchange Right.
Prior to 9:30 a.m. on the first Business Day
immediately succeeding any Exchange Date, the
Issuer shall cause the Calculation Agent to
provide written notice to the Trustee at its
New York office and to The Depository Trust
Company, or any successor depositary ("DTC"),
on which notice the Trustee and DTC may
conclusively rely, (i) of its receipt of any
such "Official Notice of Exchange," (ii) of
the Issuer's determination to deliver shares
of Oracle 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 Oracle Stock (or, if applicable, any
Other Exchange Property) of the number of
shares of Oracle 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 Oracle 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 Oracle 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 Oracle
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 Oracle Stock (and, if
applicable, any other stock or other
securities), the Issuer shall pay cash in
lieu of delivering fractional shares of
Oracle Stock (and, if applicable, of any
other stock or securities) in an amount
equal to the corresponding fractional Market
Price of such fraction of Oracle 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 Oracle
Corporation. See "Antidilution Adjustments"
below.
Exchange Date................. Any Trading Day that falls during the period
beginning January 19, 2000 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 October 19, 2001, the Issuer may
call this Note, in whole but not in part, for
mandatory exchange into Oracle Stock (and, if
applicable, any Other Exchange Property) at
the Exchange Ratio; provided that, if Parity
on the Trading Day immediately preceding the
Company Notice Date, as determined by the
Calculation Agent, is less than the
applicable Call Price for the Call Date
specified in our notice of mandatory
exchange, the Issuer shall (under those
circumstances only) pay such applicable Call
Price in cash on the Call Date.
On or after the Company Notice Date, unless
the Issuer has called this Note for cash, the
holder of this Note shall continue to be
entitled to exercise the Exchange Right and
receive any amounts described under "Exchange
Right" above.
On the Company Notice Date, the Issuer shall
give notice of the Issuer's exercise of the
Company Call Right (i) to the holder of this
Note by mailing notice of such exercise by
first class mail, postage prepaid, at least
30 days and not more than 60 days prior to
the date (the "Call Date") on which the
Issuer shall effect such exchange at the
holder's last address as it shall appear upon
the registry books, (ii) to the Trustee by
telephone or facsimile confirmed by mailing
such notice to the Trustee by first class
mail, postage prepaid, at its New York office
and (iii) to DTC in accordance with the
applicable procedures set forth in the Letter
of Representations related to this Note. Any
notice which is mailed in the manner herein
provided shall be conclusively presumed to
have been duly given, whether or not the
holder of this Note receives the notice.
Failure to give notice by mail, or any defect
in the notice to the holder of any Note shall
not affect the validity of the proceedings
for the exercise of the Company Call Right
with respect to any other Note.
The notice of the Issuer's exercise of the
Company Call Right shall specify (i) the Call
Date, (ii) whether Parity on the Trading Date
immediately prior to the Company Notice Date
is less than the Call Price for such Company
Notice Date so that the Issuer will pay the
applicable Call Price in cash on the Call
Date, (iii) the place or places of payment in
cash or, if Parity, as determined by the
Calculation Agent, is equal to or greater
than the Call Price, the place or places of
delivery of the Oracle 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
Oracle Stock (and, if applicable, of any such
other stock or securities)), (iv) the number
of shares of Oracle 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 Oracle Stock (and, if applicable, any
Other Exchange Property) is to be delivered
and, as a result of any corporate event
described under "Antidilution Adjustments"
occurring during the period from and
including the Company Notice Date to the
close of business on the second Business Day
prior to the Call Date, the Calculation Agent
makes any adjustment to the Exchange Ratio
and consequent adjustment to the number of
shares of Oracle 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 Oracle Stock (and, if applicable, any
Other Exchange Property) or (in the event of
a call for cash, as described above) cash to
be delivered to the holder of this Note shall
be delivered on the Call Date fixed by the
Issuer and set forth in its notice of its
exercise of the Company Call Right, upon
delivery of this Note to the Trustee. Upon
an exchange by the Issuer (whether payment is
to be made in Oracle Stock (or any Other
Exchange Property) or cash), the holder shall
not receive any additional cash payment
representing any accrued Stated OID. Such
accrued Stated OID shall be deemed paid by
the delivery of Oracle Stock or cash. The
Issuer shall, or shall cause the Calculation
Agent to, deliver such shares of Oracle 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 Oracle 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 October
19, 2001 specified by the Issuer in its
notice of mandatory exchange on which the
Issuer shall deliver Oracle Stock or cash to
holders of the Notes for mandatory exchange.
Parity........................ With respect to any Trading Day, an amount
equal to the Exchange Ratio times the Market
Price (as defined below) of Oracle Stock on
such Trading Day.
Call Price.................... The table below shows indicative Call Prices
for each $1,000 principal amount of this Note
on October 19, 2001 and at each October 19
thereafter to and including the Maturity Date.
The Call Price for each $1,000 principal amount
of this Note called for mandatory exchange on
Call Dates between such indicative dates would
include an additional amount reflecting Stated
OID accrued from the next preceding date in the
table through the applicable Call Date at a
rate of % per annum. Such additional accreted
amount of Stated OID shall be determined by the
Calculation Agent and shall be calculated on a
semiannual bond-equivalent basis based on the
Call Price for the immediately preceding Call
Date indicated in the table below.
Call Date Call Price
--------- ----------
October 19, 2001................... $
October 19, 2002................... $
October 19, 2003................... $
October 19, 2004................... $
October 19, 2005................... $
Maturity........................... $ 1,000.00
Market Price.................. If Oracle 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
Oracle 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 Oracle 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
Oracle 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 Oracle 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.
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 Oracle 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 Oracle Stock.
2. If Oracle Stock is subject (i) to a stock
dividend (issuance of additional shares of
Oracle Stock) that is given ratably to all
holders of shares of Oracle Stock or (ii) to a
distribution of Oracle Stock as a result of the
triggering of any provision of the corporate
charter of Oracle, then once the dividend has
become effective and Oracle 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 Oracle 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 Oracle
Stock other than distributions described in
paragraph 6 below and Extraordinary Dividends
as described below. A cash dividend or other
distribution with respect to Oracle Stock shall
be deemed to be an "Extraordinary Dividend" if
such dividend or other distribution exceeds the
immediately preceding non- Extraordinary
Dividend for Oracle Stock (as adjusted for any
subsequent corporate event requiring an
adjustment hereunder, such as a stock split or
reverse stock split) by an amount equal to at
least 10% of the Market Price of Oracle 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
Oracle Stock, the Exchange Ratio with respect
to Oracle 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 Oracle 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 Oracle 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 Oracle 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 Oracle 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 Oracle Stock so long as a Market Price for
Oracle Stock is available. If a Market Price is
no longer available for Oracle Stock for
whatever reason, including the liquidation of
Oracle or the subjection of Oracle to a
proceeding under any applicable bankruptcy,
insolvency or other similar law, then the value
of Oracle Stock shall equal zero for so long as
no Market Price is available.
5. If there occurs any reclassification or
change of Oracle Stock, including, without
limitation, as a result of the issuance of
tracking stock by Oracle, or if Oracle 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 Oracle as an entirety or substantially as an
entirety, in each case as a result of which the
holders of Oracle Stock shall be entitled to
receive Other Exchange Property with respect to
or in exchange for such Oracle 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 Oracle
Stock immediately prior to any such corporate
event, but without interest thereon.
6. If Oracle issues to all of its shareholders
equity securities of an issuer other than
Oracle (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 Oracle 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 Oracle 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,
Oracle Stock (or Other Exchange Property) but
only to reflect such changes and not with the
aim of changing relative investment risk.
No adjustments to the Exchange Ratio shall be
required unless such adjustment would require a
change of at least 0.1% in the Exchange Ratio
then in effect. The Exchange Ratio resulting
from any of the adjustments specified above
shall be rounded to the nearest one hundred-
thousandth with five one-millionths being
rounded upward.
The Exchange Ratio will not be adjusted to take
into account the accrual of Stated OID.
The Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to the Exchange
Ratio and of any related determinations and
calculations with respect to any distributions
of stock, other securities or other property or
assets (including cash) in connection with any
corporate event described in paragraphs 5, 6 or
7 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 Oracle 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 Oracle Stock on the
primary market for Oracle 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 Oracle
Stock as a result of which the reported
trading prices for Oracle 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
Oracle 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 the event
described in clause (i) above materially
interfered with the ability of the Issuer or
any of its affiliates to unwind all or a
material portion of the hedge with respect
to the Exchangeable Notes due October 19,
2006 (Exchangeable for Shares of Common
Stock of Oracle Corporation).
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 Oracle 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 Oracle Stock and
(5) a suspension, absence or material
limitation of trading on the primary securities
market on which options contracts related to
Oracle Stock are traded shall not include any
time when such securities market is itself
closed for trading under ordinary
circumstances.
Alternate Exchange Calculation
in case of an Event of
Default....................... In case an Event of Default with respect to the
Notes shall have occurred and be continuing,
the amount declared due and payable upon any
acceleration of this Note shall be determined
by MS & Co, as Calculation Agent, and shall be
equal to the Issue Price of this Note plus the
accrued Stated OID to but not including the
date of acceleration; provided that if (x) the
holder of this Note has submitted an Official
Notice of Exchange to the Issuer in accordance
with the Exchange Right or (y) the Issuer has
called this Note, other than a call for the
cash Call Price, in accordance with the Company
Call Right, the amount declared due and payable
upon any such acceleration shall be an amount
in cash for each $1,000 principal amount of
this Note equal to the Exchange Ratio times the
Market Price of one share of Oracle Stock,
determined by the Calculation Agent as of the
Exchange Date or as of the date of
acceleration, respectively, and shall not
include any accrued Stated OID thereon;
provided further that if the Issuer has called
this Note for cash in an amount equal to the
Call Price, in accordance with the Company Call
Right, the amount declared due and payable upon
any such acceleration shall be an amount in
cash for each $1,000 principal amount of this
Note equal to the applicable Call Price. See
"Call Price" above.
<PAGE>
Morgan Stanley Dean Witter & Co., a Delaware corporation (together with its
successors and assigns, the "Issuer"), for value received, hereby promises to
pay to CEDE & Co., or registered assignees, the principal sum of
U.S.$ (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 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 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.
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
<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 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 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 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 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.
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.
<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.
--------------------
<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.
<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.
