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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY DEAN WITTER & CO.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3145972
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(State of Incorporation or Organization) (IRS Employer Identification no.)
1585 Broadway, New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section
effective pursuant to General 12(g) of the Exchange Act and is
Instruction A.(c), please check the effective pursuant to General
following box. [X] Instruction A.(d), please check
the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-46935
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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5 5/8% Notes Due 2004 THE NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of the Registrant's Securities to be
Registered.
The title of the class of securities to be registered hereunder
is: 5 5/8% Notes Due 2004 (the "Notes"). A description of the Notes is
set forth under the caption "Description of Debt Securities" in the prospectus
included within the Registration Statement of Morgan Stanley Dean Witter & Co.
(the "Registrant") on Form S-3 (Registration No. 333-46935) (the
"Registration Statement"), as supplemented by the information under the
caption "Description of Notes" in the prospectus supplement dated January
12, 1999 to be filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended (the "Act"), which contains the final terms and provisions
of the 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 Notes.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
MORGAN STANLEY DEAN WITTER & CO.
(Registrant)
Date: January 13, 1999 By:
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Name: Ronald T. Carman
Title: Assistant Secretary
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Notes A-1
Exhibit 4.1
REGISTERED REGISTERED No. [R-1]
U.S.$200,000,000 CUSIP: 617446DE6
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) ("DTC"), to the Issuer (as defined below) or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in
the name of Cede & Co. or such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC) ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
Unless and until it is exchanged in whole or in part for
Securities in definitive registered form, this certificate may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of
DTC to DTC or another nominee of DTC or by DTC or any such nominee to a
successor Depositary or a nominee of such successor Depositary.
MORGAN STANLEY DEAN WITTER & CO.
5 5/8% NOTE DUE 2004
Morgan Stanley Dean Witter & Co., a Delaware corporation
(together with its successors and assigns, the "Issuer"), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of [ ] United States Dollars (U.S.$[ ]), on January 20, 2004
(the "Maturity Date"), and to pay interest thereon at the rate of 5 5/8%
per annum from January 20, 1999, until the principal hereof is
paid or duly made available for payment, semiannually in arrears on the
20th day of January and July in each year (each such date an "Interest
Payment Date") commencing on January 20, 1999, 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:
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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:
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Authorized Officer
Reverse of Security
Interest on this Registered Global Security (as described
below) will accrue from 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 January 20, 1999, 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 fifteenth day of the month
preceding the month in which such Interest Payment Date occurs (whether or not
a Business Day) (each such date a "Record Date"). 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 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 a Senior Indenture
dated as of April 15, 1989, as supplemented by a First Supplemental Senior
Indenture dated as of May 15, 1991 and a Second Supplemental Senior Indenture
dated as of April 15, 1996, each between Morgan Stanley Group Inc. (as
predecessor of the Issuer) and The Chase Manhattan Bank (formerly known as
Chemical Bank), as Trustee (the "Trustee," which term includes any successor
Trustee under the Senior Indenture), as further supplemented by a Third
Supplemental Senior Indenture dated as of June 1, 1997 and a Fourth
Supplemental Indenture dated March 1, 1998, each between the Issuer and the
Trustee (as so supplemented and as further supplemented from time to time, the
"Senior Indenture"), to which Senior Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities of the Issuer, the Trustee and
Holders of the 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 5 5/8% Notes Due 2004 of the Issuer (the
"Notes"), limited in aggregate principal amount to U.S.$[ ].
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 January
12, 1999, the Issuer has or will become obligated to pay Additional Amounts
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
United States Alien 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 other 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 United States Alien 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 "United States Alien" means any person who, for United
States federal income tax purposes, is a foreign corporation, a nonresident
alien individual, a nonresident alien fiduciary of a foreign estate or trust,
or a foreign partnership one or more of the members of which is 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 2.8 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 with respect to the 5 5/8%
Notes due 2004, as defined in the Senior Indenture, 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 the principal 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 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, 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 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.
