PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 75 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated April 6, 1998 Dated April 15, 1999
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Fixed/Floating Rate Senior Bearer Notes Due 2014
---------------------
We may not redeem these Global Medium-Term Notes, Series D
(Senior Euro Fixed/Floating Rate Notes Due 2014) prior to the Maturity Date
other than under the circumstances described under "Description of Notes--Tax
Redemption" in the accompanying Prospectus Supplement.
We will issue the notes only in bearer form, which form is
further described under "Description of Notes--Forms, Denominations, Exchange
and Transfer" in the accompanying Prospectus Supplement. You may not exchange
notes in bearer form at any time for notes in registered form.
We will apply to the London Stock Exchange Limited for the
notes to be admitted on the Official List, but we cannot predict when or
whether the notes will be admitted to the Official List.
We describe the basic features of this type of note in the
section called "Description of Notes--Fixed Rate Notes" in the accompanying
Prospectus Supplement, subject to and as modified by the provisions described
below.
Principal Amount: Euro 35,000,000
Maturity Date: May 6, 2014 (or any earlier date on which the
maturity of the notes is accelerated in accordance
with the terms of the Senior Indenture following
an Event of Default)
Settlement Date
(Original Issue Date): May 6, 1999
Interest Accrual Date: May 6, 1999
Issue Price: 100%
Specified Currency: Euro
Redemption Percentage
at Maturity: 100% plus the Supplemental Redemption Amount, which
may be zero. See "Other Provisions --
Supplemental Redemption Amount" below.
Initial Redemption
Percentage: N/A
Annual Redemption
Percentage Reduction: N/A
Optional Repayment
Date(s): N/A
Interest Rate: 1.00% per annum, calculated on a 30/360 day basis,
for the period commencing on the Original Issue
Date to but excluding the Interest Payment Date
scheduled to occur on May 6, 2002.
For each Interest Reset Period commencing on the
Interest Payment Date scheduled to occur on May 6,
2002 to but excluding the Maturity Date, the
Interest Rate will be the greater of (i) the
Reference Rate and (ii) the Minimum Interest Rate,
calculated on a 30/360 day basis.
Reference Rate means the Ten Year Constant
Maturity Swap Rate as described under "Other
Provisions" below.
Maximum Interest Rate: N/A
Minimum Interest Rate: Commencing on the Interest Payment Date scheduled
to occur on May 6, 2002, 4.00%
Interest Payment Dates: Each May 6, commencing May 6, 2000, provided
that if any such day (except the Maturity Date) is
not a Business Day, such Interest Payment Date
will be the next succeeding day that is a Business
Day, unless such succeeding Business Day falls in
the next succeeding calendar month, in which case
such Interest Payment Date will be the immediately
preceding day that is a Business Day
Interest Payment Period: Annually
Calculation Agent: Morgan Stanley & Co., International Limited
Interest Reset Dates: Each Interest Payment Date, commencing on the
Interest Payment Date scheduled to occur on May 6,
2002
Interest Reset Period: The period from and including an Interest Reset
Date to but excluding the immediately succeeding
Interest Reset Date
Interest Determination
Date: For each Interest Reset Date, the second TARGET
Settlement Day immediately preceding such Interest
Reset Date
Denominations: Euro 100,000
Common Code: 9692304
ISIN: XS0096923049
Other Provisions: See below
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
Ten Year Constant
Maturity Swap Rate: (i) The rate appearing on the Relevant Screen Page (as
specified below) at 10:00 a.m. London time, on the
applicable Interest Determination Date under the
heading "[AS AT 10:00 LDN TIME VS 6M EURIBOR]", under
the subheading "[MEAN]", and appearing in the row "10
Year", being the mean swap rate for 10-year Euro
deposits against 6 month EURIBOR appearing at such
time; (ii) in the event no such rate appears on the
Relevant Screen page on such Interest Determination
Date, the Ten Year Constant Maturity Swap Rate will
be determined on the basis of the mid-market annual
swap rate quotations provided by the Reference
Dealers (as defined below) at approximately 10:00
a.m., London time, on the applicable Interest
Determination Date, and for this purpose, the annual
swap rate means the mean of the bid and offered rates
for the fixed leg, paying annually (against 6-month
EURIBOR paying semi-annually) of a fixed-for-floating
Euro interest rate swap transaction with a term equal
to 10 years commencing on the applicable Interest
Reset Date and in a Representative Amount with an
acknowledged dealer of good credit in the swap
market; or (iii) in the event no Reference Dealers
provide a quotation to the Calculation Agent
pursuant to (ii) above, the Ten Year Constant
Maturity Swap Rate as established on the immediately
preceding Interest Reset Date.
In the case of (ii), the Calculation Agent will
request the principal Euro-zone (as defined below)
office of each of the Reference Dealers to provide a
quotation of its rate and if at least three
quotations are provided, the rate for that Interest
Reset Date will be the arithmetic mean of the
quotations, eliminating the highest quotation (or, in
the event of equality, one of the highest) and the
lowest quotation (or, in the event of equality, one
of the lowest quotations).
For the purposes of (ii) above, "Reference Dealers"
means four major dealers in the Euro-zone market
selected by the Calculation Agent for the purposes of
providing quotations as provided above.
For the purposes of (ii) above, "Representative
Amount" means an amount that is representative for a
single transaction in the relevant market at the
relevant time.
For the purposes of (ii) above, "Euro-zone" means the
region comprised or member states of the European
Union that adopt the single currency in accordance
with the EC Treaty.
Relevant Screen Page: Telerate Page 42281, being the
page designated as Page 42281 on Telerate, or such
page as may replace such page on such service for the
purposes of displaying such rates.
Supplemental
Redemption Amount: The greater of (i) zero and (ii) the product of (a) the
difference between the Guaranteed Internal Rate of
Return on the notes and the Actual Internal Rate of
Return on the notes, in each case measured over the
number of Interest Payment Periods from the Original
Issue Date to the Maturity Date, and (b) the
principal amount of the notes. The Supplemental
Redemption Amount per Euro 100,000 principal amount
of each note is described by the following formula:
(Max (O, Gtee(i) - Irr(i))) x Eur 100,000
where Gtee(i) and Irr(i) have the meanings given below.
Guaranteed Internal
Rate of Return: The Guaranteed Internal Rate of Return, or Gtee(i) , will
be equal to a 4.00% annual interest rate, calculated
on a 30/360 day basis, compounded annually to but
excluding the Maturity Date. The Guaranteed Internal
Rate of Return is described by the following formula:
D(i) D(i)
Gtee(i) = (4.00% x ----) + (Gtee(i-1) x (1+(4.00% x ----)))
360 360
where i = the number of Interest Payment Periods from the
Original Issue Date to the Maturity Date,
Gtee(0) = 0, and
D(i) = the number of days in the i(th) the Interest
Payment Period.
Actual Internal
Rate of Return: The Actual Internal Rate of Return, or Irr(i) , will be
equal to the interest rate with respect to such
Interest Payment Period specified on the face of this
Pricing Supplement, calculated on a 30/60 day basis,
compounded annually at 4.00% to but excluding the
Maturity Date. The Actual Internal Rate of Return is
described by the following formula:
D(i) D(i)
Irr(i) = (Coupon(i) x ---) + (Irr(i) x (1 + (4.00% x ---)))
360 360
where i = the number of Interest Payment Periods from
the Original Issue Date to the Maturity Date,
Irr(0) = 0,
D(i) = the number of days in the i(th) Interest
Payment Period, and
Coupon(i) = the interest rate specified on the face
of this Pricing Supplement, expressed as a percent,
for the i(th) Interest Payment Period.
Business Day: Any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial
banking institutions are authorized or required by
law or regulation to close in The City of New York
and which is a TARGET Settlement Day.
TARGET
Settlement Day: Any day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer Day (TARGET)
System is open.
