PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 22 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated August 3, 1999
Rule 424(b)(3)
$5,000,000
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
------------
Exchangeable Notes due August 6, 2006
Exchangeable for Shares of Common Stock of
QUALCOMM INCORPORATED
------------
The notes will not pay any interest but will be issued at a discount and thus
have a minimum yield to maturity of 0.25%. Beginning November 6, 1999, you
will be able to exchange your notes for a number of shares of QUALCOMM common
stock, subject to our right to call all of the notes on or after August 6,
2001.
o The price of each note is $982.66 (98.266% of the $1,000 principal amount
at maturity). This issue price represents a yield to maturity of 0.25% per
year compounded semi-annually.
o We will not make any coupon interest payments on the notes.
o Beginning November 6, 1999, you will have the right to exchange each note
for 5.59283 shares of QUALCOMM common stock. If you exchange, we will have
the right to deliver either the actual shares or the cash value of such
shares to you. You will not receive any accrued original issue discount.
o Beginning August 6, 2001, we have the right to call all of the notes and
pay to you the call price, which will be an amount per note equal to the
issue price of $982.66 plus accrued original issue discount, or OID, to the
call date. However, if the market value of 5.59283 shares of QUALCOMM
common stock on the last trading day before we send our call notice is
equal to or greater than the call price, we will deliver to you 5.59283
shares of QUALCOMM common stock per note instead.
o If we decide to call the notes, we will give you notice at least 30 but not
more than 60 days before the call date specified in the notice. If we
notify you that we will be delivering shares of QUALCOMM common stock on the
call date, rather than the cash call price, you will still be able to
exercise your exchange right on any day prior to the call date.
o If you hold the notes to maturity, we will pay $1,000 per note to you.
o QUALCOMM is not involved in this offering of the notes in any way and will
have no financial obligation with respect to the notes.
o We will apply to list the notes to trade under the proposed symbol "MSQCOM
ZR06" on the New York Stock Exchange, Inc.
You should read the more detailed description of the notes in this pricing
supplement. In particular, you should review and understand the descriptions
in "Summary of Pricing Supplement" and "Description of Notes."
The notes involve risks not associated with an investment in conventional debt
securities. See "Risk Factors" beginning on PS-6.
-------------------
PRICE 98.266%
-------------------
Price to Public Agent's Commissions Proceeds to Company
--------------- ------------------- -------------------
Per Note... 98.266% 0.25% 98.016%
Total...... $4,913,300 $12,500 $4,900,800
MORGAN STANLEY DEAN WITTER
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SUMMARY OF PRICING SUPPLEMENT
The following summary describes the notes we are offering to you in
general terms only. You should read the summary together with the more detailed
information that is contained in the rest of this pricing supplement and in the
accompanying prospectus and prospectus supplement. You should carefully
consider, among other things, the matters set forth in "Risk Factors."
The Notes
Each note costs $982.66 We, Morgan Stanley Dean Witter & Co., are
offering you Exchangeable Notes due August 6,
2006, which you may exchange for QUALCOMM
Incorporated common stock beginning on
November 6, 1999. The price of each note is
$982.66 (98.266% of the $1,000 principal
amount at maturity). We refer to QUALCOMM
Incorporated common stock as QCOM Stock. We
will not pay interest on the notes. If you
hold the notes to maturity, which is August 6,
2006, we will pay $1,000 per note to you. This
payment represents the $982.66 issue price
plus a yield to maturity of 0.25% per year
compounded semi-annually.
Your Exchange Right
The exchange ratio Beginning November 6, 1999, you may exchange
is 5.59283 each note for a number of shares of QCOM Stock
equal to the exchange ratio. The exchange
ratio is 5.59283 shares of QCOM Stock per
note, subject to adjustment for certain
corporate events relating to QUALCOMM
Incorporated, which we refer to as QUALCOMM.
When you exchange your notes, Morgan Stanley &
Co. Incorporated or its successors, which we
refer to as MS & Co., acting as calculation
agent, will determine the exact number of
shares you will receive based on the principal
amount of the notes you exchange and the
exchange ratio as it may have been adjusted
through the time of the exchange.
To exchange a note on any day, you must
instruct your broker or other person with whom
you hold your notes to take the following
steps through normal clearing system channels:
o fill out an Official Notice of Exchange,
which is attached as Annex A to this
pricing supplement;
o deliver your Official Notice of Exchange to
us before 11:00 a.m. (New York City time)
on that day; and
o deliver your note certificate to The Chase
Manhattan Bank, as trustee for our senior
notes, on that day.
If you give us your Official Notice of
Exchange after 11:00 a.m. (New York City time)
on any day or at any time on a day when the
stock markets are closed, your notice will not
become effective until the next day that the
stock markets are open.
We can choose to pay to We will pay to you, at our option, within 3
you cash or QCOM Stock business days after you give us your Official
if you elect to exchange Notice of Exchange, either:
your notes
o shares of QCOM Stock, or
o the cash value of such shares.
We will not pay any accrued original issue
discount if you elect to exchange your notes.
Our right to call the notes may affect your
ability to exchange your notes.
Our Call Right Beginning August 6, 2001, we have the right to
call all of the notes. If we call the notes,
we will do the following:
o send a notice announcing that we have
decided to call the notes;
o specify in the notice a call date when you
will receive payment in exchange for
delivering your notes to the trustee; that
call date will not be less than 30 or more
than 60 days after the date of the notice;
and
o specify in the notice the number of shares
of QCOM Stock or the cash call price that
we will pay to you in exchange for each
note, as explained in the next paragraph.
We may call the notes for On the last trading day before the date of our
stock or cash, depending call notice, the calculation agent will
on the price of QCOM Stock determine the value of the shares of QCOM
Stock that a noteholder would receive upon
exchange of a note. That value is referred to
as parity. If parity is less than the call
price (the sum of the issue price of $982.66
plus the yield that will have accrued on the
note to the call date), then we will pay the
call price to you in cash. If we notify you
that we will give you cash on the call date,
you will no longer be able to exercise your
exchange right.
If, however, parity as so determined is equal
to or greater than the call price, then we
will deliver the shares of QCOM Stock
instead. In that case, you will still have
the right to exercise your exchange right on
any day prior to the call date.
QCOM Stock is The last reported sales price of QCOM Stock on
currently $140 a share the Nasdaq National Market on the date of this
pricing supplement was $140. You can review
the publicly- reported prices of QCOM Stock
for the last three years in the "Historical
Information" section of this pricing
supplement.
The Calculation Agent We have appointed MS & Co. to act as
calculation agent for The Chase Manhattan
Bank, the trustee for our senior notes. As
calculation agent, MS & Co. will determine the
exchange ratio and calculate the amount of
QCOM Stock or cash that you receive if you
exercise your exchange right or if we call the
notes. As calculation agent, MS & Co. will
also adjust the exchange ratio for certain
corporate events that could affect the price
of the QCOM Stock and that we describe in the
section called "Description of
Notes--Antidilution Adjustments" in this
pricing supplement.
No Affilation with QUALCOMM is not an affiliate of ours and is
QUALCOMM not involved with this offering in any way.
The notes are obligations of Morgan Stanley
Dean Witter & Co. and not of QUALCOMM.
More Information The notes are senior notes issued as part of
on the Notes our Series C medium-term note program. You can
find a general description of our Series C
medium-term note program in the accompanying
prospectus supplement dated May 6, 1999. We
describe the basic features of this type of
note in the sections called "Description of
Notes-- Fixed Rate Notes" and "--Exchangeable
Notes."
Because this is a summary, it does not
contain all of the information that may be
important to you, including the specific
requirements for the exercise of your
exchange right and of our call right. You
should read the "Description of Notes"
section in this pricing supplement for a
detailed description of the terms of the
notes. You should also read about some of the
risks involved in investing in the notes in
the section called "Risk Factors." We urge
you to consult with your investment, legal,
accounting and other advisors with regards to
any investment in the notes.
How to reach us You may contact us at our principal executive
offices at 1585 Broadway, New York, New York
10036 (telephone number (212) 761-4000).
RISK FACTORS
The notes are not secured debt and are riskier than ordinary debt
securities. This section describes the most significant risks relating to the
notes. You should carefully consider whether the notes are suited to your
particular circumstances before you decide to purchase them.
Yield to Maturity Less Than These notes have a yield to maturity of
Interest on Ordinary Notes 0.25% per year based on the issue price of
$982.66 and computed on a semi-annual
bond-equivalent basis. This yield to maturity
is lower than the rate of interest that we
would pay on non-exchangeable senior notes
maturing at the same time as the notes. If you
exchange your notes for QCOM Stock, you will
not receive accrued original issue discount.
Notes May Not Be There may be little or no secondary market for
Actively Traded the notes. Although we will apply to list the
notes on the New York Stock Exchange, Inc.,
the listing has not been approved. Even if
there is a secondary market, it may not
provide enough liquidity to allow you to trade
or sell the notes easily. MS & Co. currently
intends to act as a market maker for the
notes, but is not required to do so.
Market Price of Notes Several factors, many of which are beyond our
Influenced by Many control, will influence the value of the
Unpredictable Factors notes, including:
o the market price of QCOM Stock
o the volatility (frequency and magnitude of
changes in price) of the QCOM Stock
o the dividend rate on the QCOM Stock
o economic, financial, political and
regulatory or judicial events that affect
stock markets generally and which may
affect the market price of the QCOM Stock
o interest and yield rates in the market
o the time remaining until (1) you can
exchange your notes for stock, (2) we can
call the notes and (3) the notes mature
o our creditworthiness
These factors will influence the price that
you will receive if you sell your notes prior
to maturity. For example, you may have to sell
your notes at a substantial discount from the
issue price if the market price of the QCOM
Stock is at, below or not sufficiently above
the price of QCOM Stock at pricing.
You cannot predict the future performance of
QCOM Stock based on its historical
performance.
No Affiliation with We are not affiliated with QUALCOMM. We or
QUALCOMM our affiliates may presently or from time to
time engage in business with QUALCOMM,
including extending loans to, or making equity
investments in, QUALCOMM or its affiliates or
subsidiaries or providing investment advisory
services to QUALCOMM, including merger and
acquisition advisory services. In the course
of our business, we or our affiliates may
acquire non-public information about QUALCOMM.
Moreover, we have no ability to control or
predict the actions of QUALCOMM, including any
corporate actions of the type that would
require the calculation agent to adjust the
exchange ratio. QUALCOMM is not involved in
the offering of the notes in any way and has
no obligation to consider your interest as an
owner of these notes in taking any corporate
actions that might affect the value of your
notes. None of the money you pay for the notes
will go to QUALCOMM.
You Have No As an owner of notes, you will not have voting
Shareholder Rights rights or the right to receive dividends or
other distributions or any other rights with
respect to QCOM Stock.
Limited Antidilution MS & Co., as calculation agent, will adjust
Adjustments the exchange ratio for certain events
affecting the QCOM Stock, such as stock splits
and stock dividends, and certain other
corporate actions involving QUALCOMM, such as
mergers. However, the calculation agent is not
required to make an adjustment for every
corporate event that can affect QCOM Stock.
For example, the calculation agent is not
required to make any adjustments if QUALCOMM
or anyone else makes a partial tender offer or
a partial exchange offer for QCOM Stock. If an
event occurs that does not require the
calculation agent to adjust the exchange rate,
the market price of the notes may be
materially and adversely affected. In
addition, the calculation agent may, but is
not required to, make adjustments for
corporate events that can affect the QCOM
Stock other than those contemplated in this
pricing supplement. Such adjustments will be
made to reflect the consequences of events but
not with the aim of changing relative
investment risk. The determination by the
calculation agent to adjust, or not to adjust,
the exchange ratio may materially and
adversely affect the market price of the
notes.
Potential Conflicts of As calculation agent, MS & Co. will calculate
Interest between You how many shares of QCOM Stock you will receive
and the Calculation in exchange for your notes and what
Agent and Other adjustments should be made to the exchange
Affiliates of Ours ratio to reflect certain corporate and other
events. MS & Co. and other affiliates may
carry out hedging activities related to the
notes or to other instruments, including
trading in QCOM Stock as well as in other
instruments related to QCOM Stock. MS & Co.
and some of our subsidiaries also trade QCOM
Stock on a regular basis as part of their
general broker-dealer businesses. Any of these
activities and MS & Co.'s affiliation with us
could influence MS & Co.'s determinations as
calculation agent, including with respect to
adjustments to the exchange ratio, and,
accordingly, the amount of stock or cash that
you receive when you exchange the notes or
when we call the notes. In addition, such
trading activity could potentially affect the
price of QCOM Stock and, thereby, the value of
the QCOM Stock or cash you will receive upon
exchange or redemption.
Tax Treatment You should also consider the tax consequences
of investing in the notes. If you are a U.S.
taxable investor, you will be subject to
annual income tax based on the comparable
yield of the notes, even though you will not
receive any periodic interest payments and at
maturity may only receive the return of the
principal amount of the notes. In addition,
any gain recognized by U.S. taxable investors
on the sale, exchange or retirement of the
notes will be treated as ordinary income.
Please read carefully the section "Description
of Notes--United States Federal Taxation" in
this pricing supplement and the section
"United States Federal
Taxation--Notes--Optionally Exchangeable
Notes" in the accompanying prospectus
supplement.
DESCRIPTION OF NOTES
Terms not defined herein have the meanings given to such terms in the
accompanying prospectus supplement. The term "Note" refers to each $982.66 issue
price of our Exchangeable Notes due August 6, 2006 (Exchangeable for Shares of
Common Stock of QUALCOMM Incorporated). In this pricing supplement, the terms
"MSDW," "we," "us" and "our" refer to Morgan Stanley Dean Witter & Co.
Principal Amount.............. $5,000,000
Maturity Date................. August 6, 2006
Specified Currency............ U.S. Dollars
Issue Price................... $982.66 (98.266% of the principal amount at
maturity)
Stated OID.................... 0.25% per annum computed on a semi-annual
bond-equivalent basis
Original Issue Date
(Settlement Date)............. August 6, 1999
CUSIP......................... 617446DM8
Minimum Denominations......... $1,000
Exchange Right................ On any Exchange Date, you will be entitled
upon (i) your completion and delivery to us
and the Calculation Agent of an Official
Notice of Exchange (in the form of Annex A
attached hereto) prior to 11:00 a.m. New York
City time on such date and (ii) delivery on
such date of your Notes to the Trustee, to
exchange each Note for 5.59283 shares (the
"Exchange Ratio") of QCOM Stock, subject to
adjustment as described under "--Antidilution
Adjustments" below. You will not, however,
be entitled to exchange your Notes if we have
previously called the Notes for the cash Call
Price as described under "--Company Call
Right" below.
Upon any such exchange, we may, at our sole
option, either deliver such shares of QCOM
Stock or pay an amount in cash equal to the
Exchange Ratio times the Market Price of QCOM
Stock on the Exchange Date, as determined by
the Calculation Agent, in lieu of such
shares. Such delivery or payment will be
made 3 business days after any Exchange Date,
subject to delivery of such Notes to the
Trustee on the Exchange Date.
Upon any exercise of the Exchange Right, you
will not be entitled to any cash payment
representing any accrued Stated OID. Such
accrued Stated OID will be deemed paid by the
QCOM Stock or cash received by you upon
exercise of the Exchange Right.
We will, or will cause the Calculation Agent
to, deliver such shares of QCOM Stock or cash
to the Trustee for delivery to you.
No Fractional Shares ......... If upon any exchange of the Notes we deliver
shares of QCOM Stock, we will pay cash in
lieu of delivering fractional shares of QCOM
Stock in an amount equal to the corresponding
fractional Market Price of QCOM Stock as
determined by the Calculation Agent on such
Exchange Date.
Exchange Ratio ............... 5.59283, subject to adjustment for certain
corporate events relating to QUALCOMM. See
"--Antidilution Adjustments" below.
Exchange Date................. Any Trading Day that falls during the period
beginning November 6, 1999 and ending on the
day prior to the earliest of (i) the Maturity
Date, (ii) the Call Date and (iii) in the
event of a call for the cash Call Price as
described under "--Company Call Right" below,
the Company Notice Date.
Company Call Right ........... On or after August 6, 2001, we may call the
Notes, in whole but not in part, for
mandatory exchange into QCOM Stock at the
Exchange Ratio; provided that, if Parity on
the Trading Day immediately preceding the
Company Notice Date, as determined by the
Calculation Agent, is less than the
applicable Call Price for the Call Date
specified in our Notice of mandatory
exchange, we will (under those circumstances
only) pay such applicable Call Price in cash
on the Call Date. If we call the Notes for
mandatory exchange, then, unless you
subsequently exercise the Exchange Right (the
exercise of which will not be available to
you following a call for cash in an amount
equal to the Call Price), the QCOM Stock or
(in the event of a call for cash, as
described above) cash to be delivered to you
will be delivered on the Call Date fixed by
us and set forth in our notice of mandatory
exchange, upon delivery of your Notes to the
Trustee. We will, or will cause the
Calculation Agent to, deliver such shares of
QCOM Stock or cash to the Trustee for
delivery to you.
Upon an exchange by us (whether payment is to
be made in QCOM Stock or by payment of the
cash Call Price, as applicable), you will not
receive any additional cash payment
representing any accrued Stated OID. Such
accrued Stated OID will be deemed paid by the
delivery of QCOM Stock or cash.
On or after the Company Notice Date (other
than with respect to a call of the Notes for
the cash Call Price by us) you will continue
to be entitled to exercise the Exchange Right
and receive any amounts described under
"--Exchange Right" above.
Company Notice Date........... The scheduled Trading Day on which we issue
our notice of mandatory exchange, which must
be at least 30 but no more than 60 days prior
to the Call Date.
Call Date..................... The scheduled Trading Day on or after August
6, 2001 specified by us in our notice of
mandatory exchange on which we will deliver
QCOM Stock or cash to holders of the Notes
for mandatory exchange.
Parity........................ With respect to any Trading Day, an amount
equal to the Exchange Ratio times the Market
Price (as defined below) of QCOM Stock on
such Trading Day.
Call Price.................... The table below shows indicative Call Prices
for each $1,000 principal amount of Notes on
August 6, 2001 and at each August 6
thereafter to and including the Maturity
Date. The Call Price for each $1,000
principal amount of Notes called for mandatory
exchange on Call Dates between such
indicative dates would include an additional
amount reflecting Stated OID accrued from the
next preceding date in the table through the
applicable Call Date at a rate of 0.25% per
annum. Such additional accreted amount of
Stated OID will be determined by the
Calculation Agent and will be calculated on a
semiannual bond-equivalent basis based on the
Call Price for the immediately preceding Call
Date indicated in the table below.
Call Date Call Price
--------- ----------
August 6, 2001................ $ 987.59
August 6, 2002................ $ 990.06
August 6, 2003................ $ 992.53
August 6, 2004................ $ 995.02
August 6, 2005................ $ 997.50
Maturity...................... $1,000.00
Market Price.................. If QCOM Stock (or any other security for
which a Market Price must be determined) is
listed on a national securities exchange, is a
security of the Nasdaq National Market or is
included in the OTC Bulletin Board Service
("OTC Bulletin Board") operated by the
National Association of Securities Dealers,
Inc. (the "NASD"), the Market Price for one
share of QCOM 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 modified
(the "Exchange Act"), on which QCOM Stock (or
any such other security) is listed or
admitted to trading or (ii) if not listed or
admitted to trading on any such securities
exchange or if such last reported sale price
is not obtainable (even if QCOM Stock (or
other such security) is listed or admitted to
trading on such securities exchange), the
last reported sale price on the over-the-
counter market as reported on the Nasdaq
National Market or OTC Bulletin Board on such
day. If the last reported sale price is not
available pursuant to clause (i) or (ii) of the
preceding sentence because of a Market
Disruption Event or otherwise, the Market Price
for any Trading Day shall be the mean, as
determined by the Calculation Agent, of the bid
prices for QCOM Stock (or any such other
security) obtained from as many dealers in such
security (which may include MS & Co. or any of
our other subsidiaries or affiliates), but not
exceeding three, as will make such bid prices
available to the Calculation Agent. A "security
of the Nasdaq National Market" shall include a
security included in any successor to such
system and the term "OTC Bulletin Board
Service" shall include any successor service
thereto.
Trading Day................... A day, as determined by the Calculation
Agent, on which trading is generally
conducted on the New York Stock Exchange, Inc.
("NYSE"), the American Stock Exchange, Inc.,
the Nasdaq National Market, the Chicago
Mercantile Exchange, the Chicago Board of
Options Exchange and in the over-the-counter
market for equity securities in the United
States and on which a Market Disruption Event
has not occurred.
Book Entry Note or
Certificated Note............. Book Entry, DTC
Senior Note or
Subordinated Note............. Senior
Trustee....................... The Chase Manhattan Bank
Agent for this Underwritten
Offering of Notes............. MS & Co.
Calculation Agent............. MS & Co.
All determinations made by the Calculation
Agent will be at the sole discretion of the
Calculation Agent and will, in the absence of
manifest error, be conclusive for all
purposes and binding on you and on us.
Because the Calculation Agent is our
affiliate, potential conflicts of interest
may exist between the Calculation Agent and
you as an owner of the Notes, including with
respect to certain determinations and
judgments that the Calculation Agent must
make in making adjustments to the Exchange
Ratio or other antidilution adjustments or
determining the Market Price or whether a
Market Disruption Event has occurred. See
"Antidilution Adjustments" and "Market
Disruption Event" below. MS & Co. is
obligated to carry out its duties and
functions as Calculation Agent in good faith
and using its reasonable judgment.
Antidilution Adjustments...... The Exchange Ratio will be adjusted as
follows:
1. If QCOM Stock is subject to a stock split
or reverse stock split, then once such split
has become effective, the Exchange Ratio will
be adjusted to equal the product of the prior
Exchange Ratio and the number of shares
issued in such stock split or reverse stock
split with respect to one share of QCOM Stock.
2. If QCOM Stock is subject (i) to a stock
dividend (issuance of additional shares of
QCOM Stock) that is given ratably to all
holders of shares of QCOM Stock or (ii) to a
distribution of QCOM Stock as a result of the
triggering of any provision of the corporate
charter of QUALCOMM, then once the dividend
has become effective and QCOM Stock is
trading ex-dividend, the Exchange Ratio will
be adjusted so that the new Exchange Ratio
shall equal the prior Exchange Ratio plus the
product of (i) the number of shares issued
with respect to one share of QCOM Stock and
(ii) the prior Exchange Ratio.
3. There will be no adjustments to the Exchange
Ratio to reflect cash dividends or other
distributions paid with respect to QCOM Stock
other than distributions described in paragraph
6 below and Extraordinary Dividends as
described below. A cash dividend or other
distribution with respect to QCOM Stock will be
deemed to be an "Extraordinary Dividend" if
such dividend or other distribution exceeds the
immediately preceding non-Extraordinary
Dividend for QCOM Stock (as adjusted for any
subsequent corporate event requiring an
adjustment hereunder, such as a stock split or
reverse stock split) by an amount equal to at
least 10% of the Market Price of QCOM Stock on
the Trading Day preceding the ex-dividend date
for the payment of such Extraordinary Dividend
(the "ex-dividend date"). If an Extraordinary
Dividend occurs with respect to QCOM Stock, the
Exchange Ratio with respect to QCOM Stock will
be adjusted on the ex-dividend date with
respect to such Extraordinary Dividend so that
the new Exchange Ratio will equal the product
of (i) the then current Exchange Ratio and (ii)
a fraction, the numerator of which is the
Market Price on the Trading Day preceding the
ex- dividend date, and the denominator of which
is the amount by which the Market Price on the
Trading Day preceding the ex-dividend date
exceeds the Extraordinary Dividend Amount. The
"Extraordinary Dividend Amount" with respect to
an Extraordinary Dividend for QCOM Stock will
equal (i) in the case of cash dividends or
other distributions that constitute quarterly
dividends, the amount per share of such
Extraordinary Dividend minus the amount per
share of the immediately preceding
non-Extraordinary Dividend for QCOM Stock or
(ii) in the case of cash dividends or other
distributions that do not constitute quarterly
dividends, the amount per share of such
Extraordinary Dividend. To the extent an
Extraordinary Dividend is not paid in cash, the
value of the non-cash component will be
determined by the Calculation Agent, whose
determination shall be conclusive. A
distribution on the QCOM Stock described in
paragraph 6 below that also constitutes an
Extraordinary Dividend shall only cause an
adjustment to the Exchange Ratio pursuant to
paragraph 6.
4. If QUALCOMM is being liquidated or is
subject to a proceeding under any applicable
bankruptcy, insolvency or other similar law,
the Notes will continue to be exchangeable
into QCOM Stock so long as a Market Price for
QCOM Stock is available. If a Market Price
is no longer available for QCOM Stock for
whatever reason, including the liquidation of
QUALCOMM or the subjection of QUALCOMM to a
proceeding under any applicable bankruptcy,
insolvency or other similar law, then the
value of QCOM Stock will equal zero for so
long as no Market Price is available.
5. If there occurs any reclassification or
change of QCOM Stock, including, without
limitation, as a result of the issuance of
tracking stock by QUALCOMM, or if QUALCOMM
has been subject to a merger, combination or
consolidation and is not the surviving entity,
or if there occurs a sale or conveyance to
another corporation of the property and
assets of QUALCOMM as an entirety or
substantially as an entirety, in each case as
a result of which the holders of QCOM Stock
shall be entitled to receive stock, other
securities or other property or assets
(including, without limitation, cash or other
classes of stock of QUALCOMM) ("Exchange
Property") with respect to or in exchange for
such QCOM Stock, then the holders of the Notes
then outstanding will be entitled thereafter
to exchange such Notes into the kind and
amount of Exchange Property that they would
have owned or been entitled to receive upon
such reclassification, change, merger,
combination, consolidation, sale or
conveyance had such holders exchanged such
Notes at the then current Exchange Ratio for
QCOM Stock immediately prior to any such
corporate event, but without interest
thereon.
6. If QUALCOMM issues to all of its
shareholders equity securities of an issuer
other than QUALCOMM (other than in a
transaction described in paragraph 5 above),
then the holders of the Notes then
outstanding will be entitled to receive such
new equity securities upon exchange of such
Notes. The Exchange Ratio for such new
equity securities will equal the product of
the Exchange Ratio in effect for QCOM Stock
at the time of the issuance of such new
equity securities times the number of shares
of the new equity securities issued with
respect to one share of QCOM Stock.
7. No adjustments to the Exchange Ratio will
be required other than those specified above.
However, we may, at our sole discretion,
cause the Calculation Agent to make
additional changes to the Exchange Ratio upon
the occurrence of corporate or other similar
events that affect or could potentially
affect market prices of, or shareholders'
rights in, the QCOM Stock (or other Exchange
Property) but only to reflect such changes,
and not with the aim of changing relative
investment risk.
No adjustments to the Exchange Ratio will be
required unless such adjustment would require
a change of at least 0.1% in the Exchange
Ratio then in effect. The Exchange Ratio
resulting from any of the adjustments
specified above will be rounded to the
nearest one hundred-thousandth with five
one-millionths being rounded upward.
The Exchange Ratio will not be adjusted to
take into account the accrual of Stated OID.
The Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to the Exchange
Ratio and of any related determinations and
calculations with respect to any
distributions of stock, other securities or
other property or assets (including cash) in
connection with any corporate event described
in paragraph 5 or 6 above, and its
determinations and calculations with respect
thereto shall be conclusive.
The Calculation Agent will provide
information as to any adjustments to the
Exchange Ratio upon written request by any
holder of the Notes.
Market Disruption Event....... "Market Disruption Event" means, with respect
to QCOM Stock, the occurrence or existence of
any of the following events as determined by
the Calculation Agent:
(i) a suspension, absence or material
limitation of trading of QCOM Stock on the
primary market for QCOM Stock for more
than two hours of trading or during the
one-half hour period preceding the close
of trading in such market; or a breakdown
or failure in the price and trade
reporting systems of the primary market
for QCOM Stock as a result of which the
reported trading prices for QCOM Stock
during the last one-half hour preceding
the closing of trading in such market are
materially inaccurate; or the suspension,
absence or material limitation on the
primary market for trading in options
contracts related to QCOM Stock, if
available, during the one-half hour period
preceding the close of trading in the
applicable market; and
(ii) a determination by the Calculation
Agent in its sole discretion that the
event described in clause (i) above
materially interfered with the ability of
MSDW or any of its affiliates to unwind
all or a material portion of the hedge
with respect to the Notes.
For purposes of determining whether a Market
Disruption Event has occurred: (1) a
limitation on the hours or number of days of
trading will 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 will not
constitute a Market Disruption Event, (3)
limitations pursuant to NYSE Rule 80A (or any
applicable rule or regulation enacted or
promulgated by the NYSE, any other
self-regulatory organization or the
Securities and Exchange Commission of similar
scope as determined by the Calculation Agent)
on trading during significant market
fluctuations shall constitute a suspension,
absence or material limitation of trading,
(4) a suspension of trading in an options
contract on QCOM Stock by the primary
securities market trading in such options, if
available, by reason of (x) a price change
exceeding limits set by such securities
exchange or market, (y) an imbalance of
orders relating to such contracts or (z) a
disparity in bid and ask quotes relating to
such contracts will constitute a suspension,
absence or material limitation of trading in
options contracts related to QCOM Stock and
(5) a suspension, absence or material
limitation of trading on the primary
securities market on which options contracts
related to QCOM Stock are traded will not
include any time when such securities market
is itself closed for trading under ordinary
circumstances.
Alternate Exchange
Calculation in case of
an Event of Default........... In case an Event of Default with respect to
the Notes shall have occurred and be
continuing, the amount declared due and
payable upon any acceleration of any Note
shall be determined by MS & Co., as
Calculation Agent, and shall be equal to the
Issue Price of a Note plus the accrued Stated
OID to but not including the date of
acceleration; provided that if (x) the holder
of a Note has submitted an Official Notice of
Exchange to MSDW in accordance with the
Exchange Right or (y) we have called the
Notes, other than a call for the cash Call
Price, in accordance with the Company Call
Right, the amount declared due and payable
upon any such acceleration shall be an amount
in cash for each $1,000 principal amount of a
Note equal to the Exchange Ratio times the
Market Price of one share of QCOM Stock,
determined by the Calculation Agent as of the
Exchange Date or as of the date of
acceleration, respectively, and shall not
include any accrued Stated OID thereon;
provided further that if the Issuer has
called the Notes for cash in an amount equal
to the Call Price, in accordance with the
Company Call Right, the amount declared due
and payable upon any such acceleration shall
be an amount in cash for each $1,000
principal amount of a Note equal to the
applicable Call Price. See "--Call Price"
above.
QCOM Stock;
Public Information............ QUALCOMM is a provider of digital wireless
communications products, technologies and
services. QCOM Stock is registered under the
Exchange Act. Companies with securities
registered under the Exchange Act are
required to file periodically certain
financial and other information specified by
the Securities and Exchange Commission (the
"Commission"). Information provided to or
filed with the Commission can be inspected
and copied at the public reference facilities
maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C.
20549 or at its Regional Offices located at
Suite 1400, Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661 and at Seven
World Trade Center, 13th Floor, New York, New
York 10048, and copies of such material can
be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
In addition, information provided to or filed
with the Commission electronically can be
accessed through a website maintained by the
Commission. The address of the Commission's
website is http://www.sec.gov. Information
provided to or filed with the Commission by
QUALCOMM pursuant to the Exchange Act can be
located by reference to Commission file
number 0-19528. In addition, information
regarding QUALCOMM may be obtained from other
sources including, but not limited to, press
releases, newspaper articles and other
publicly disseminated documents. We make no
representation or warranty as to the accuracy
or completeness of such information.
This pricing supplement relates only to the
Notes offered hereby and does not relate to
QCOM Stock or other securities of QUALCOMM.
We have derived all disclosures contained in
this pricing supplement regarding QUALCOMM
from the publicly available documents
described in the preceding paragraph.
Neither we nor the Agent has participated in
the preparation of such documents or made any
due diligence inquiry with respect to
QUALCOMM in connection with the offering of
the Notes. Neither we nor the Agent makes
any representation that such publicly
available documents are or any other publicly
available information regarding QUALCOMM is
accurate or complete. Furthermore, we cannot
give any assurance that all events occurring
prior to the date hereof (including events
that would affect the accuracy or
completeness of the publicly available
documents described in the preceding
paragraph) that would affect the trading
price of QCOM Stock (and therefore the
Exchange Ratio) have been publicly disclosed.
Subsequent disclosure of any such events or
the disclosure of or failure to disclose
material future events concerning QUALCOMM
could affect the value received on any
Exchange Date or Call Date with respect to
the Notes and therefore the trading prices of
the Notes.
Neither we nor any of our affiliates makes
any representation to you as to the
performance of QCOM Stock.
We or our affiliates may presently or from
time to time engage in business with
QUALCOMM, including extending loans to, or
making equity investments in, QUALCOMM or
providing advisory services to QUALCOMM,
including merger and acquisition advisory
services. In the course of such business, we
or our affiliates may acquire non-public
information with respect to QUALCOMM and, in
addition, one or more of our affiliates may
publish research reports with respect to
QUALCOMM. The statement in the preceding
sentence is not intended to affect the rights
of holders of the Notes under the securities
laws. As a prospective purchaser of a Note,
you should undertake such independent
investigation of QUALCOMM as in your judgment
is appropriate to make an informed decision
with respect to an investment in QCOM Stock.
Historical Information........ The following table sets forth the published
high and low Market Price during 1996, 1997,
1998 and during 1999 through August 3, 1999.
The Market Price on August 3, 1999 was $140.
We obtained the Market Prices listed below
from Bloomberg Financial Markets and we
believe such information to be accurate. You
should not take the historical prices of QCOM
Stock as an indication of future performance.
We cannot give any assurance that the price
of QCOM Stock will increase sufficiently to
cause the beneficial owners of the Notes to
receive an amount in excess of the principal
amount on any Exchange Date or Call Date.
QCOM Stock High Low
---------- ---- ---
(CUSIP 747525103)
1996
First Quarter................ 23 29/32 17 35/64
Second Quarter............... 26 5/8 14 63/64
Third Quarter................ 25 39/64 18 37/64
Fourth Quarter............... 22 1/2 17 47/64
1997
First Quarter................ 30 7/8 19 1/4
Second Quarter............... 29 13/32 20 23/32
Third Quarter................ 31 9/64 21 27/64
Fourth Quarter............... 34 23/32 22 13/32
1998
First Quarter................ 27 29/32 22 1/2
Second Quarter............... 29 7/32 22 55/64
Third Quarter................ 32 53/64 20 13/16
Fourth Quarter............... 29 5/32 19 9/16
1999
First Quarter................ 62 3/16 27 23/32
Second Quarter............... 143 1/2 62 5/16
Third Quarter
(through August 3, 1999)... 162 15/16 139 7/16
Historical prices have been adjusted for a
spinoff effected by QUALCOMM in the third
quarter of 1998 and a 2 for 1 stock split of
QCOM Stock, which became effective in the
second quarter of 1999.
We make no representation as to the amount of
dividends, if any, that QUALCOMM will pay in
the future. In any event, as an owner of a
Note, you will not be entitled to receive
dividends, if any, that may be payable on
QCOM Stock.
Use of Proceeds and Hedging... The net proceeds we receive from the sale of
the Notes will be used for general corporate
purposes and, in part, by us or one or more of
our affiliates in connection with hedging our
obligations under the Notes. See also "Use
of Proceeds" in the accompanying prospectus.
On or prior to the date of this pricing
supplement, we, through our subsidiaries and
others, hedged our anticipated exposure in
connection with the Notes by taking positions
in QCOM Stock and positions in other
instruments in connection with such hedging.
Such hedging was carried out in a manner
designed to minimize any impact on the price
of QCOM Stock. Our purchase activity could
potentially have increased the price of QCOM
Stock, and therefore effectively have
increased the level to which QCOM Stock must
rise before you would receive an amount of
QCOM Stock worth as much or more than the
accreted principal amount of your Notes on any
Exchange Date or Call Date. Through our
subsidiaries, we are likely to modify our
hedge position throughout the life of the
Notes by purchasing and selling QCOM Stock,
options contracts on QCOM Stock listed on
major securities markets or positions in other
securities or instruments that we may wish to
use in connection with such hedging.
Although we have no reason to believe that our
hedging activity or other trading activities
that we, or any of our affiliates, engaged in
or may engage in has had or will have a
material impact on the price of QCOM Stock,
we cannot give any assurance that we have not
or will not affect such price as a result of
our hedging or trading activities.
Supplemental Information
Concerning Plan of
Distribution.................. In order to facilitate the offering of the
Notes, the Agent may engage in transactions
that stabilize, maintain or otherwise affect
the price of the Notes or the QCOM Stock.
Specifically, the Agent may overallot in
connection with the offering, creating a short
position in the Notes for its own account. In
addition, to cover allotments or to stabilize
the price of the Notes, the Agent may bid for,
and purchase, the Notes or the QCOM Stock in
the open market. See "Use of Proceeds and
Hedging" above.
We have agreed to indemnify the Agent against
certain liabilities under the Securities Act of
1933, as amended.
ERISA Matters for Pension
Plans And Insurance
Companies..................... We and certain of our affiliates, including
MS & Co. and Dean Witter Reynolds Inc.
("DWR"), may each be considered a "party in
interest" within the meaning of the Employee
Retirement Income Security Act of 1974, as
amended ("ERISA"), or a "disqualified person"
within the meaning of the Internal Revenue
Code of 1986, as amended (the "Code") with
respect to many employee benefit plans.
Prohibited transactions within the meaning of
ERISA or the Code may arise, for example, if
the Notes are acquired by or with the assets
of a pension or other employee benefit plan
with respect to which MS & Co., DWR or any of
their affiliates is a service provider,
unless the Notes are acquired pursuant to an
exemption from the prohibited transaction
rules.
The acquisition of the Notes may be eligible
for one of the exemptions noted below if such
acquisition:
(a) (i) is made solely with the assets of a
bank collective investment fund and (ii)
satisfies the requirements and conditions of
Prohibited Transaction Class Exemption
("PTCE") 91-38 issued by the Department of
Labor ("DOL");
(b) (i) is made solely with assets of an
insurance company pooled separate account and
(ii) satisfies the requirements and
conditions of PTCE 90-1 issued by the DOL;
(c) (i) is made solely with assets managed by
a qualified professional asset manager and
(ii) satisfies the requirements and
conditions of PTCE 84-14 issued by the DOL;
(d) is made solely with assets of a
governmental plan (as defined in Section
3(32) of ERISA) which is not subject to the
provisions of Section 401 of the Code;
(e) (i) is made solely with assets of an
insurance company general account and (ii)
satisfies the requirements and conditions of
PTCE 95-60 issued by the DOL; or
(f) (i) is made solely with assets managed by
an in-house asset manager and (ii) satisfies
the requirements and conditions of PTCE 96-23
issued by the DOL.
Under ERISA, assets of a pension or other
employee benefit plan may include assets held
in the general account of an insurance
company which has issued an insurance policy
to such plan or assets of an entity in which
the plan has invested. In addition to
considering the consequences of holding the
Notes, employee benefit plans subject to
ERISA (or insurance companies deemed to be
investing ERISA plan assets) purchasing the
Notes should consider the possible
implications of owning the QCOM Stock. Thus,
any insurance company, pension or employee
benefit plan or entity holding assets of such
a plan proposing to invest in the Notes should
consult with its legal counsel prior to such
investment.
United States
Federal Taxation.............. The Notes are Optionally Exchangeable Notes
and investors should refer to the discussion
under "United States Federal
Taxation--Notes--Optionally Exchangeable
Notes" in the accompanying prospectus
supplement. In connection with the
discussion thereunder, we have determined
that the "comparable yield" is an annual rate
of 7.08%, compounded semi-annually. Based on
our determination of the comparable yield,
the "projected payment schedule" for a Note
(assuming a par amount of $1,000 or with
respect to each integral multiple thereof)
consists of a projected amount due at
maturity, equal to $1,599.25.
The comparable yield and the projected
payment schedule are not provided for any
purpose other than the determination of
United States Holders' interest accruals and
adjustments in respect of the Notes, and we
make no representation regarding the actual
amounts of the payments on a Note.
ANNEX A
OFFICIAL NOTICE OF EXCHANGE
Dated: [On or after November 6, 1999]
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. Incorporated, as
Calculation Agent
1585 Broadway
New York, New York 10036
Fax No.: (212) 761-0674
(Attn: Lily Lam)
Dear Sirs:
The undersigned holder of the Medium Term Notes, Series C, Senior Fixed
Rate Notes, Exchangeable Notes due August 6, 2006 (Exchangeable for Shares of
Common Stock of QUALCOMM Incorporated) of Morgan Stanley Dean Witter & Co.
(CUSIP No. 617446DM8) (the "Notes") hereby irrevocably elects to exercise with
respect to the principal amount of the Notes indicated below, as of the date
hereof (or, if this letter is received after 11:00 a.m. on any Trading Day, as
of the next Trading Day), provided that such day is prior to the earliest of (i)
August 6, 2006, (ii) the Call Date and (iii) in the event of a call for cash,
the Company Notice Date, the Exchange Right as described in Pricing Supplement
No. 22 dated August 3, 1999 (the "Pricing Supplement") to the Prospectus
Supplement dated May 6, 1999 and the Prospectus dated May 5, 1999 related to
Registration Statement No. 333-75289. Terms not defined herein have the meanings
given to such terms in the Pricing Supplement. Please date and acknowledge
receipt of this notice in the place provided below on the date of receipt, and
fax a copy to the fax number indicated, whereupon Morgan Stanley Dean Witter &
Co. will deliver, at its sole option, shares of the common stock of QUALCOMM
Incorporated or cash 3 business days after the Exchange Date in accordance with
the terms of the Notes, as described in the Pricing Supplement.
Very truly yours,
---------------------------------------
[Name of Holder]
By:
-----------------------------------
[Title]
---------------------------------------
[Fax No.]
$
-------------------------------------
Principal Amount of Notes
surrendered for exchange
Receipt of the above Official
Notice of Exchange is hereby acknowledged
MORGAN STANLEY DEAN WITTER & CO., as Issuer
MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By:
---------------------------------------
Title:
Date and time of acknowledgment
-----------
