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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 (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 (IRS Employer Identification no.)
or Organization)
1585 Broadway, New York, New York 10036
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(Address of Principal (Zip Code)
Executive Offices)
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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6% Reset Performance Equity-linked THE AMERICAN STOCK EXCHANGE
Redemption Quarterly-pay Securities due
May 30, 2001
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: "6%
Reset Performance Equity-linked Redemption Quarterly-pay Securities due May
30, 2001" (the "Reset PERQS"). A description of the Reset PERQS 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 Reset PERQS contained in the pricing supplement dated
May 13, 1999 to be filed pursuant to Rule 424(b) under the Act, which contains
the final terms and provisions of the Reset PERQS 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 Reset PERQS.
Page 2 of 4
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
MORGAN STANLEY DEAN WITTER & CO.
(Registrant)
Date: May 13, 1999 By: /s/ Martin M. Cohen
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Name: Martin M. Cohen
Title: Assistant Secretary
Page 3 of 4
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Reset PERQS A-1
Page 4 of 4
<PAGE>
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR $
CUSIP: 617446240
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.
A-1
<PAGE>
MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
RESET PERFORMANCE EQUITY-LINKED
REDEMPTION QUARTERLY-PAY SECURITIES ("RESET PERQS")
% RESET PERQS DUE MARCH 30, 2001
RESET PERQS MANDATORILY EXCHANGEABLE
FOR SHARES OF COMMON STOCK OF
SUN MICROSYSTEMS, INC.
<TABLE>
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<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: % per MATURITY DATE:
, 1999 DATE: N/A annum (equivalent to $ May 30, 2001
per annum per Reset
PERQS)
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INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: , 1999 PERCENTAGE: N/A DATES: Each February REPAYMENT
__, May __, August __ DATE(S): N/A
and November __,
beginning August __,
1999
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SPECIFIED CURRENCY: ANNUAL REDEMPTION INTEREST PAYMENT APPLICABILITY OF
U.S. Dollars PERCENTAGE PERIOD: Quarterly MODIFIED
REDUCTION: N/A PAYMENT UPON
ACCELERATION:
N/A
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IF SPECIFIED APPLICABILITY OF If yes, state Issue Price:
CURRENCY OTHER ANNUAL INTEREST N/A
THAN U.S. DOLLARS, PAYMENTS: N/A
OPTION TO ELECT
PAYMENT IN U.S.
DOLLARS: N/A
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EXCHANGE RATE ORIGINAL YIELD TO
AGENT: N/A MATURITY: N/A
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OTHER PROVISIONS:
(See below)
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</TABLE>
Denominations......................... $ and integral multiples thereof
A-2
<PAGE>
First Year Cap Price.................. $
First Year Determination Date......... May 30, 2000 (or if such date is not a
Trading Day on which no Market
Disruption Event occurs, the
immediately succeeding Trading Day on
which no Market Disruption Event
occurs).
First Year Closing Price.............. First Year Closing Price means the
product of (i) the Market Price of one
share of Sun Microsystems Stock and
(ii) the Exchange Factor, each
determined as of the First Year
Determination Date.
Second Year Cap Price................. Second Year Cap Price means the
greater of (x) % of the First
Year Closing Price and (y) the First
Year Cap Price. See "Exchange at
Maturity" below.
Maturity Price........................ Maturity Price means the product of
(i) the Market Price of one share of
common stock, $.01 par value ("Sun
Microsystems Stock"), of Sun
Microsystems, Inc. ("Sun
Microsystems") and (ii) the Exchange
Factor, each determined as of the
second scheduled Trading Day
immediately prior to maturity.
Exchange at Maturity.................. At maturity (including as a result of
acceleration under the terms of the
Senior Indenture (as defined on the
reverse hereof) or otherwise), upon
delivery of this Reset PERQS to the
Trustee, each $ principal amount of
this Reset PERQS shall be applied by
the Issuer as payment for a number of
shares of Sun Microsystems Stock at
the Exchange Ratio. The initial
Exchange Ratio, initially set at 0.1,
is subject to adjustment on the First
Year Determination Date and at
maturity in order to cap the value of
the Sun Microsystems Stock to be
received upon delivery of this Reset
PERQS at $ per each $ principal amount
of this Reset PERQS. Solely for
purposes of adjustment upon the
occurrence of certain corporate
events, the number of shares of Sun
Microsystems Stock to be delivered at
maturity shall also be adjusted by an
Exchange Factor, initially set at 1.0.
See "Exchange Factor" and
"Antidilution Adjustments" below.
If the First Year Closing Price, as
determined by the Calculation Agent,
is less than or equal to $ (the
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<PAGE>
"First Year Cap Price"), no adjustment
to the Exchange Ratio shall be made at
such time. If the First Year Closing
Price exceeds the First Year Cap
Price, the Exchange Ratio shall be
adjusted by the Calculation Agent so
that the new Exchange Ratio shall
equal the product of (i) the existing
Exchange Ratio and (ii) a fraction the
numerator of which shall be the First
Year Cap Price and the denominator of
which shall be the First Year Closing
Price.
In addition, on the First Year
Determination Date, the Calculation
Agent shall establish the "Second Year
Cap Price" that shall be equal to the
greater of (x) % of the First Year
Closing Price and (y) the First Year
Cap Price. The Issuer shall cause the
Calculation Agent promptly to send
written notice of the Second Year Cap
Price and of any such adjustment to
the Exchange Ratio by first-class mail
to The Depository Trust Company, New
York, New York (the "Depositary").
If the Maturity Price, as determined
by the Calculation Agent, is less than
or equal to the Second Year Cap Price,
no further adjustment to the Exchange
Ratio shall be made. If the Maturity
Price exceeds the Second Year Cap
Price, the then existing Exchange
Ratio shall be adjusted by the
Calculation Agent so that the final
Exchange Ratio shall equal the product
of (i) the existing Exchange Ratio and
(ii) a fraction the numerator of which
shall be the Second Year Cap Price and
the denominator of which shall be the
Maturity Price.
The number of shares of Sun
Microsystems Stock to be delivered at
maturity shall be subject to any
applicable adjustments (i) to the
Exchange Factor and (ii) in the
Exchange Property, as defined in
paragraph 5 under "Antidilution
Adjustments" below, to be delivered
instead of, or in addition to, such
Sun Microsystems 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
Trading Day immediately prior to
maturity.
All calculations with respect to the
Exchange Ratios for the Reset PERQS
shall be rounded to the nearest one
A-4
<PAGE>
hundred-thousandth, with five
one-millionths rounded upwards (e.g.
.876545 would be rounded to .87655);
all calculations with respect to the
Second Year Cap Price will be rounded
to the nearest ten-thousandth, with
five one-hundred-thousandths rounded
upwards (e.g. $12.34567 would be
rounded to $12.3457); and all dollar
amounts related to payments at
maturity resulting from such
calculations shall be rounded to the
nearest cent with one-half cent being
rounded upwards.
The Issuer shall, or shall cause the
Calculation Agent to, (i) provide
written notice to the Trustee at its
New York office and to the Depositary,
on which notice the Trustee and the
Depositary may conclusively rely, on
or prior to 10:30 a.m. on the Trading
Day immediately prior to maturity of
this Reset PERQS, of the amount of Sun
Microsystems Stock (or the amount of
Exchange Property) to be delivered
with respect to each $ principal
amount of this Reset PERQS and of the
amount of any cash to be paid in lieu
of fractional shares of Sun
Microsystems Stock (or of any other
securities included in the Exchange
Property, if applicable) allocated to
each $ principal amount of this Reset
PERQS; provided that, if the maturity
date of this Reset PERQS is
accelerated (x) because of the
consummation of a Reorganization Event
(as defined in paragraph 5 of the
"Antidilution Adjustments" below)
where the Exchange Property consists
only of cash or (y) because of an
Acceleration Event or otherwise, the
Issuer shall give notice of such
acceleration as promptly as possible,
and in no case later than two Business
Days following such deemed maturity
date, (i) to the holder of this Reset
PERQS by mailing notice of such
acceleration by first class mail,
postage prepaid and (ii) to the
Trustee and the Depositary by
telephone or facsimile confirmed by
mailing such notice to the Trustee at
its New York office and to the
Depositary by first class mail,
postage prepaid. Any notice that is
mailed in the manner herein provided
shall be conclusively presumed to have
been duly given, whether or not the
holder of this Reset PERQS receives
the notice. If the maturity of this
Reset PERQS is accelerated in the
manner described in the immediately
preceding sentence, no interest on the
amounts payable with respect to this
Reset PERQS shall accrue for the
A-5
<PAGE>
period from and after such accelerated
maturity date; provided, that the
Issuer has deposited with the Exchange
Agent the Sun Microsystems Stock, the
Exchange Property or any cash due with
respect to such acceleration.
The Issuer shall, or shall cause the
Calculation Agent to, deliver any such
shares of Sun Microsystems Stock (or
any Exchange Property) and cash in
respect of interest and any fractional
shares of Sun Microsystems Stock (or
any Exchange Property) and cash
otherwise due upon any acceleration
described above to the Trustee for
delivery to the holder. The
Calculation Agent shall determine the
Exchange Ratio applicable at the
maturity of this Reset PERQS and
calculate the Exchange Factor.
References to payment "per Reset
PERQS" refer to each $ principal
amount of this Reset PERQS.
If this Reset PERQS is not surrendered
for exchange at maturity, it shall be
deemed to be no longer Outstanding
under, and as defined in, the Senior
Indenture (as defined on the reverse
hereof), except with respect to the
holder's right to receive the Sun
Microsystems Stock (and, if
applicable, any Exchange Property) due
at maturity.
No Fractional Shares.................. Upon delivery of this Reset PERQS to
the Trustee at maturity (including as
a result of an acceleration or
otherwise), the Issuer shall deliver
the aggregate number of shares of Sun
Microsystems Stock due with respect to
this Reset PERQS, as described above,
but the Issuer shall pay cash in lieu
of delivering any fractional share of
Sun Microsystems Stock in an amount
equal to the corresponding fractional
Market Price of such fraction of a
share of Sun Microsystems Stock as
determined by the Calculation Agent as
of the second scheduled Trading Day
prior to maturity of this Reset PERQS.
Exchange Factor....................... The Exchange Factor shall be set
initially at 1.0, but shall be subject
to adjustment upon the occurrence of
certain corporate events through and
including the second scheduled Trading
Day immediately prior to maturity. See
"Antidilution Adjustments" below.
A-6
<PAGE>
Market Price.......................... If Sun Microsystems 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
("NASDAQ NMS") 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 Sun
Microsystems 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
Sun Microsystems 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,
the last reported sale price on the
over-the- counter market as reported
on the NASDAQ NMS 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 Sun Microsystems Stock (or any
such other security) obtained from as
many dealers in such stock (which may
include MS & Co. or any of the
Issuer's other subsidiaries or
affiliates), but not exceeding three,
as will make such bid prices available
to the Calculation Agent. A "security
of the NASDAQ NMS" 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 ("NYSE"), the American
Stock Exchange, Inc., the NASDAQ NMS,
the Chicago Mercantile Exchange, the
Chicago Board of Options Exchange and
in the over-the-counter market for
equity securities in the United
States.
Acceleration Event.................... If on any date the product of the
Market Price per share of Sun
Microsystems Stock, as determined by
the Calculation Agent, and the
Exchange Factor is less than $4.00,
the maturity date of this Reset PERQS
shall be
A-7
<PAGE>
deemed to be accelerated to such date,
and each $ principal amount of this
Reset PERQS shall be applied by the
Issuer as payment for a number of
shares of Sun Microsystems Stock at
the then current Exchange Ratio, as
adjusted by the then current Exchange
Factor. See also "Antidilution
Adjustments" below.
Calculation Agent..................... Morgan Stanley & Co. Incorporated and
its successors ("MS & Co.").
Antidilution Adjustments.............. The Exchange Factor shall be adjusted
by the Calculation Agent as follows:
1. If Sun Microsystems Stock is
subject to a stock split or reverse
stock split, then once such split has
become effective, the Exchange Factor
shall be adjusted to equal the product
of the prior Exchange Factor and the
number of shares issued in such stock
split or reverse stock split with
respect to one share of Sun
Microsystems Stock.
2. If Sun Microsystems Stock is
subject (i) to a stock dividend
(issuance of additional shares of Sun
Microsystems Stock) that is given
ratably to all holders of shares of
Sun Microsystems Stock or (ii) to a
distribution of Sun Microsystems Stock
as a result of the triggering of any
provision of the corporate charter of
Sun Microsystems, then once the
dividend has become effective and Sun
Microsystems Stock is trading
ex-dividend, the Exchange Factor shall
be adjusted so that the new Exchange
Factor shall equal the prior Exchange
Factor plus the product of (i) the
number of shares issued with respect
to one share of Sun Microsystems Stock
and (ii) the prior Exchange Factor.
3. There shall be no adjustments to
the Exchange Factor to reflect cash
dividends or other distributions paid
with respect to Sun Microsystems Stock
other than distributions described in
clauses (i) and (v) of paragraph 5
below and Extraordinary Dividends as
described below. A cash dividend or
other distribution with respect to Sun
Microsystems Stock shall be deemed to
be an "Extraordinary Dividend" if such
dividend or other distribution exceeds
the immediately preceding non-
A-8
<PAGE>
Extraordinary Dividend for Sun
Microsystems Stock by an amount equal
to at least 10% of the Market Price of
Sun Microsystems Stock (as adjusted
for any subsequent corporate event
requiring an adjustment hereunder,
such as a stock split or reverse stock
split) 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 Sun Microsystems Stock, the
Exchange Factor with respect to Sun
Microsystems Stock shall be adjusted
on the ex-dividend date with respect
to such Extraordinary Dividend so that
the new Exchange Factor shall equal
the product of (i) the then current
Exchange Factor 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 Sun Microsystems Stock shall equal
(i) in the case of cash dividends or
other distributions that constitute
regular dividends, the amount per
share of such Extraordinary Dividend
minus the amount per share of the
immediately preceding
non-Extraordinary Dividend for Sun
Microsystems Stock or (ii) in the case
of cash dividends or other
distributions that do not constitute
regular 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 Sun
Microsystems Stock described in
clauses (i) and (v) of paragraph 5
below that also constitutes an
Extraordinary Dividend shall cause an
adjustment to the Exchange Factor
pursuant only to clause (i) or clause
(v) of paragraph 5, as applicable.
4. If Sun Microsystems issues
rights or warrants to all holders of
Sun Microsystems Stock to subscribe
for or purchase Sun Microsystems Stock
at an exercise price per share less
than the Market Price of the Sun
Microsystems Stock on both (i) the
date the exercise price of such rights
or warrants is determined and (ii) the
expiration date of such rights or
warrants, and if the expiration date
of such
A-9
<PAGE>
rights or warrants precedes the
maturity of this Reset PERQS, then the
Exchange Factor shall be adjusted to
equal the product of the prior
Exchange Factor and a fraction, the
numerator of which shall be the number
of shares of Sun Microsystems Stock
outstanding immediately prior to the
issuance of such rights or warrants
plus the number of additional shares
of Sun Microsystems Stock offered for
subscription or purchase pursuant to
such rights or warrants and the
denominator of which shall be the
number of shares of Sun Microsystems
Stock outstanding immediately prior to
the issuance of such rights or
warrants plus the number of additional
shares of Sun Microsystems Stock which
the aggregate offering price of the
total number of shares of Sun
Microsystems Stock so offered for
subscription or purchase pursuant to
such rights or warrants would purchase
at the Market Price on the expiration
date of such rights or warrants, which
shall be determined by multiplying
such total number of shares offered by
the exercise price of such rights or
warrants and dividing the product so
obtained by such Market Price.
5. If (i) there occurs any
reclassification or change of Sun
Microsystems Stock, including, without
limitation, as a result of the
issuance of any tracking stock by Sun
Microsystems, (ii) Sun Microsystems or
any surviving entity or subsequent
surviving entity of Sun Microsystems
(a "Sun Microsystems Successor") has
been subject to a merger, combination
or consolidation and is not the
surviving entity, (iii) any statutory
exchange of securities of Sun
Microsystems or any Sun Microsystems
Successor with another corporation
occurs (other than pursuant to clause
(ii) above), (iv) Sun Microsystems is
liquidated, (v) Sun Microsystems
issues to all of its shareholders
equity securities of an issuer other
than Sun Microsystems (other than in a
transaction described in clauses (ii),
(iii) or (iv) above) (a "Spin-off
Event") or (vi) a tender or exchange
offer or going-private transaction is
consummated for all the outstanding
shares of Sun Microsystems Stock (any
such event in clauses (i) through (vi)
a "Reorganization Event"), the method
of determining the amount payable upon
exchange at maturity for this Reset
PERQS shall be adjusted to provide
that each holder of this Reset PERQS
shall be entitled to receive at
maturity, in respect of each $
principal amount of this Reset PERQS,
securities, cash or
A-10
<PAGE>
any other assets distributed in any
such Reorganization Event, including,
in the case of the issuance of
tracking stock, the reclassified share
of Sun Microsystems Stock and, in the
case of a Spin-off Event, the share of
Sun Microsystems Stock with respect to
which the spun-off security was issued
(collectively, the "Exchange
Property") in an amount with a value
equal to (a) if the Exchange Ratio has
not been adjusted prior to maturity,
the Transaction Value or (b) if the
Exchange Ratio has been adjusted, an
amount equal to the product of the
final Exchange Ratio and the
Transaction Value. In addition,
following a Reorganization Event, the
method of determining the Maturity
Price shall be adjusted so that the
Maturity Price shall mean the
Transaction Value as of the second
scheduled Trading Day immediately
prior to maturity, and if the
Reorganization Event occurs prior to
the First Year Determination Date, the
First Year Closing Price shall mean
the Transaction Value determined as of
the First Year Determination Date.
Notwithstanding the above, if the
Exchange Property received in any such
Reorganization Event consists only of
cash, the maturity date of this Reset
PERQS shall be deemed to be
accelerated to the date on which such
cash is distributed to holders of Sun
Microsystems Stock and the holder of
this Reset PERQS shall receive in lieu
of any Sun Microsystems Stock and as
liquidated damages in full
satisfaction of the Issuer's
obligations under this Reset PERQS the
product of (i) the Transaction Value
as of such date and (ii) the then
current Exchange Ratio adjusted as if
such date were the next to occur of
either the First Year Determination
Date or the second scheduled Trading
Day prior to maturity. If Exchange
Property consists of more than one
type of property, the holder of this
Reset PERQS shall receive at maturity
a pro rata share of each such type of
Exchange Property. If Exchange
Property includes a cash component,
the holder of this Reset PERQS will
not receive any interest accrued on
such cash component. "Transaction
Value" at any date means (i) for any
cash received in any such
Reorganization Event, the amount of
cash received per share of Sun
Microsystems Stock, as adjusted by the
Exchange Factor at the time of such
Reorganization Event, (ii) for any
property other than cash or securities
received in any such Reorganization
Event, the market value, as determined
by the Calculation Agent, as of the
date of receipt, of such Exchange
Property received
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<PAGE>
for each share of Sun Microsystems
Stock, as adjusted by the Exchange
Factor at the time of such
Reorganization Event and (iii) for any
security received in any such
Reorganization Event, an amount equal
to the Market Price, as of the date on
which the Transaction Value is
determined, per share of such security
multiplied by the quantity of such
security received for each share of
Sun Microsystems Stock, as adjusted by
the Exchange Factor at the time of
such Reorganization Event. In the
event Exchange Property consists of
securities, those securities will, in
turn, be subject to the antidilution
adjustments set forth in paragraphs 1
through 5.
For purposes of paragraph 5 above, in
the case of a consummated tender or
exchange offer or going-private
transaction involving Exchange
Property of a particular type,
Exchange Property shall be deemed to
include the amount of cash or other
property paid by the offeror in the
tender or exchange offer with respect
to such Exchange Property (in an
amount determined on the basis of the
rate of exchange in such tender or
exchange offer or a going-private
transaction). In the event of a tender
or exchange offer or going-private
transaction with respect to Exchange
Property in which an offeree may elect
to receive cash or other property,
Exchange Property shall be deemed to
include the kind and amount of cash
and other property received by
offerees who elect to receive cash.
No adjustments to the Exchange Factor
shall be required unless such
adjustment would require a change of
at least 0.1% in the Exchange Factor
then in effect. The Exchange Factor
resulting from any of the adjustments
specified above will be rounded to the
nearest one hundred-thousandth with
five one-millionths being rounded
upward.
No adjustments to the Exchange Factor
or method of calculating the Exchange
Ratio shall be made other than those
specified above.
Notwithstanding the foregoing, the
amount payable by the Issuer at
maturity with respect to this Reset
PERQS, determined as of the second
scheduled Trading Day prior to
maturity, shall not under any
circumstances exceed an amount of Sun
Microsystems Stock having a market
price of $ as of such second scheduled
Trading Day.
A-12
<PAGE>
The Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to the
Exchange Factor or method of
calculating 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
paragraph 5 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 Factor or method of
calculating the Exchange Ratio upon
written request by any holder of this
Reset PERQS.
Market Disruption Event............... "Market Disruption Event" means, with
respect to Sun Microsystems Stock (and
any other security that may be
included as Exchange Property):
(i) a suspension, absence or
material limitation of trading of
Sun Microsystems Stock (or any such
security) on the primary market for
Sun Microsystems Stock (or any such
security) 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 Sun Microsystems
Stock (or any such security) as a
result of which the reported
trading prices for Sun Microsystems
Stock (or any such security) during
the last one-half hour preceding
the closing of trading in such
market are materially inaccurate;
or the suspension or material
limitation on the primary market
for trading in options contracts
related to Sun Microsystems Stock
(or any such security), if
available, during the one-half hour
period preceding the close of
trading in the applicable market,
in each case as determined by the
Calculation Agent in its sole
discretion; 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 %
A-13
<PAGE>
Reset PERQS due May 30, 2001
(Mandatorily Exchangeable for
Shares of Common Stock of Sun
Microsystems, Inc.).
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 New York
Stock Exchange 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 Sun Microsystems Stock (or
any such security) 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 Sun
Microsystems Stock (or any such
security) and (5) a suspension,
absence or material limitation of
trading on the primary securities
market on which options contracts
related to Sun Microsystems Stock (or
any such security) are traded shall
not include any time when such
securities market is itself closed for
trading under ordinary circumstances.
Treatment of Reset PERQS for
United States Federal
Income Tax Purposes................... The Issuer, by its sale of this Reset
PERQS, and the holders of this Reset
PERQS (and any successor holder of
this Reset PERQS), by its respective
purchase thereof, agree (in the
absence of an administrative
determination or judicial ruling to
the contrary) to characterize this
Reset PERQS for all tax purposes as an
investment unit
A-14
<PAGE>
consisting of (i) a deposit with the
Issuer of an amount of cash, equal to
the Issue Price, to secure the
holder's obligation to purchase the
Sun Microsystems Stock (the
"Deposit"), which Deposit provides for
quarterly interest payments at a rate
of % per annum, and (ii) a contract
(the "Forward Contract") that requires
the holder of this Reset PERQS to
purchase, and the Issuer to sell, for
an amount equal to $ (the "Forward
Price"), the Sun Microsystems Stock at
maturity (or, alternatively, upon an
earlier redemption of this Reset
PERQS).
A-15
<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 amount of Sun Microsystems
Stock (or other Exchange Property), as determined in accordance with the
provisions set forth under "Exchange at Maturity" above, due with respect to 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
A-16
<PAGE>
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
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<PAGE>
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.
A-18
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.
DATED: MORGAN STANLEY DEAN WITTER & CO.
By:
--------------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned
Senior Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
---------------------------------------
Authorized Officer
A-19
<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
A-20
<PAGE>
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,
A-21
<PAGE>
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
A-22
<PAGE>
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
A-23
<PAGE>
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
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<PAGE>
place or places (subject to applicable laws and regulations) as the Issuer may
decide. So long as there shall be such an agency, the Issuer shall keep the
Trustee advised of the names and locations of such agencies, if any are so
designated.
With respect to moneys paid by the Issuer and held by the Trustee or any
Paying Agent for payment of the principal of or interest or premium, if any, on
any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee or such Paying Agent
shall notify the holders of such Notes that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting in
any way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.
No provision of this Note or of the Senior Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to pay
the principal of, premium, if any, and interest on this Note at the time, place,
and rate, and in the coin or currency, herein prescribed unless otherwise agreed
between the Issuer and the registered holder of this Note.
Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Senior Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Senior Indenture.
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<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - ___________________ Custodian ___________________
(Minor) (Cust)
Under Uniform Gifts to Minors Act ______________________
(State)
Additional abbreviations may also be used though not in the above list.
--------------------
A-26
<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.
A-27
<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.
A-28
