PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 58 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated March 26, 1998 Dated February 25, 1999
Rule 424(b)(3)
$39,575,000
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
----------
Exchangeable Notes Due March 2, 2006
Exchangeable for Shares of Common Stock of
MCI WORLDCOM, INC.
----------
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 May 25, 1999, you will be
able to exchange your notes for a number of shares of MCI WorldCom common
stock, subject to our right to call all of the notes on or after February 25,
2002.
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 May 25, 1999, you will have the right to exchange each Note for
9.25 shares of MCI WorldCom 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 February 25, 2002, we have the right to call all of the notes
and pay 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 9.25 shares of MCI
WorldCom 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
9.25 shares of MCI WorldCom 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 MCI WorldCom 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 you $1,000 per note.
o MCI WorldCom is not involved in this offering of the notes in any way and
will have no financial obligation with respect to the notes.
o The notes have been approved for listing on the New York Stock Exchange,
Inc., subject to official notice of issuance. The NYSE listing symbol
for the notes is "MSWCOM ZR06."
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% PER NOTE
----------
<TABLE>
<CAPTION>
Price to Public Agent's Commissions Proceeds to Company
--------------- ------------------- -------------------
<S> <C> <C> <C>
Per Note. 98.266% 0.25% 98.016%
Total..... $38,888,769.50 $98,937.50 $38,789,832.00
</TABLE>
MORGAN STANLEY DEAN WITTER
(This page intentionally left blank)
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 March 2,
2006, which you may exchange for MCI WorldCom,
Inc. common stock ("MCI WorldCom Stock")
beginning on May 25, 1999. The price of each
note is $982.66 (98.266% of the $1,000 principal
amount at maturity). We will not pay interest on
the notes. If you hold the notes to maturity,
which is March 2, 2006, we will pay you $1,000
per note. 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 May 25, 1999, you may exchange each
is 9.25 note for a number of shares of MCI WorldCom Stock
equal to the exchange ratio. The exchange ratio
is 9.25 shares of MCI WorldCom Stock per note,
subject to adjustment for certain corporate
events relating to MCI WorldCom, Inc. ("MCI
WorldCom"). When you exchange your notes, Morgan
Stanley & Co. Incorporated ("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 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 you We will pay you, at our option, within 3 business
cash or MCI WorldCom days after you give us your Official Notice of
Stock if you elect to Exchange, either:
exchange your notes
o shares of MCI WorldCom 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 February 25, 2002, 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
MCI WorldCom Stock or the cash call price that
we will pay 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 on call notice, the calculation agent will determine
the price of MCI WorldCom the value of the shares of MCI WorldCom Stock
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 MCI WorldCom Stock instead.
In that case, you will still have the right to
exercise your exchange right on any day prior to
the call date.
Price of MCI WorldCom Stock
MCI WorldCom Stock is The last reported sales price on the New York
currently $85.875 a share Stock Exchange of MCI WorldCom Stock on the date
of this Pricing Supplement was $85.875. You can
review the publicly-reported prices of MCI
WorldCom 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 MCI WorldCom 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 MCI WorldCom Stock
and that we describe in the section called
"Description of Notes--Antidilution Adjustments"
in this Pricing Supplement.
No Affiliation with MCI WorldCom
MCI WorldCom is not an affiliate of ours and is
not involved with this offering in any way. The
notes are obligations of Morgan Stanley Dean
Witter & Co. and not of MCI WorldCom.
More Information on the Notes
The notes are senior notes issued as part of 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 March 26, 1998. 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. You
should also read about some of the risks involved
in investing in the notes in the section called
"Risk Factors."
How to reach us
You may contact Morgan Stanley Dean Witter & Co.
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 and are riskier 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 MCI WorldCom
Stock, you will not receive accrued
original issue discount.
Notes May Not Be There may be little or no secondary
Actively Traded market for the notes. Although the notes
have been approved for listing on the New
York Stock Exchange, Inc., it is not
possible to predict whether the notes
will trade in the secondary market. 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
Influenced by Many our control, will influence the value of
Unpredictable Factors the notes, including:
o the market price of MCI WorldCom Stock
o the volatility (frequency and magnitude
of changes in price) of the MCI
WorldCom Stock
o the dividend rate on the MCI WorldCom
Stock
o economic, financial, political and
regulatory or judicial events that
affect stock markets generally and
which may affect the market price of
the MCI WorldCom 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 MCI WorldCom
Stock is at, below or not sufficiently
above $85.875.
You cannot predict the future performance
of MCI WorldCom Stock based on its
historical performance.
No Affiliation with We are not affiliated with MCI WorldCom.
MCI WorldCom We do not have any non-public information
about MCI WorldCom as of the date of this
Pricing Supplement, although we or our
affiliates may presently or from time to
time engage in business with MCI
WorldCom, including extending loans to,
or making equity investments in, MCI
WorldCom or providing investment advisory
services to MCI WorldCom, including
merger and acquisition advisory services.
Moreover, we have no ability to control
or predict the actions of MCI WorldCom,
including any corporate actions of the
type that would require the calculation
agent to adjust the exchange ratio. MCI
WorldCom is not involved in the offering
of the notes in any way and has no
obligation to consider your interest as a
holder 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 MCI
WorldCom.
You Have No As a holder of notes, you will not have
Shareholder Rights voting rights or the right to receive
dividends or other distributions or any
other rights with respect to MCI WorldCom
Stock.
Limited Antidilution MS & Co., as calculation agent, will
Adjustments adjust the exchange ratio for certain
events affecting the MCI WorldCom Stock,
such as stock splits and stock dividends,
and certain other corporate actions
involving MCI WorldCom, such as mergers.
However, the calculation agent is not
required to make an adjustment for every
corporate event that can affect MCI
WorldCom Stock. For example, the
calculation agent is not required to make
any adjustments if MCI WorldCom or anyone
else makes a partial tender offer or a
partial exchange offer for MCI WorldCom
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 in good faith adjust the
exchange ratio for corporate events other
than those contemplated in this Pricing
Supplement if it determines that it is
appropriate. Such adjustments will be
made to reflect the consequences of
events but not with the aim of changing
investment risk. Adjustments may
materially and adversely affect the
market price of the notes.
Potential Conflicts of As calculation agent, MS & Co. will
Interest between You and calculate how many shares of MCI WorldCom
the Calculation Agent and Stock you will receive in exchange for
Other Affiliates of Ours your notes and what adjustments should be
made to the exchange ratio to reflect
certain corporate and other events. MS &
Co. and other affiliates may carry out
hedging activities related to the notes,
including trading in MCI WorldCom Stock
as well as in other instruments related
to MCI WorldCom Stock. MS & Co. and some
of our subsidiaries also trade MCI
WorldCom 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 MCI
WorldCom Stock and, thereby, the value of
the MCI WorldCom 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.
DESCRIPTION OF NOTES
Capitalized terms not defined herein have the meanings given to
such terms in the accompanying Prospectus Supplement. In this Pricing
Supplement, the "Company," "we," "us" and "our" refer to Morgan Stanley Dean
Witter & Co.
Principal Amount.............. $39,575,000
Maturity Date................. March 2, 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)......... March 2, 1999
CUSIP......................... 617446DG1
Minimum Denominations......... $1,000
Initial MCI WorldCom Price.... $85.875 per share
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
such notes to the Trustee, to exchange each
$1,000 principal amount of the Exchangeable
Notes Due March 2, 2006 (Exchangeable for
Shares of Common Stock of MCI WorldCom, Inc.)
(the "Notes") for 9.25 shares (the "Exchange
Ratio") of MCI WorldCom 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 MCI
WorldCom Stock or pay an amount in cash equal
to the Exchange Ratio times the Market Price of
MCI WorldCom 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 receive any cash
payment representing any accrued Stated OID.
Such accrued Stated OID will be deemed paid by
the MCI WorldCom 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 MCI WorldCom Stock
or cash to the Trustee for delivery to you.
No Fractional Shares ......... If upon any exchange of the Notes we deliver
shares of MCI WorldCom Stock, we will pay cash
in lieu of delivering fractional shares of MCI
WorldCom Stock in an amount equal to the
corresponding fractional Market Price of MCI
WorldCom Stock as determined by the Calculation
Agent on such Exchange Date.
Exchange Ratio ............... 9.25, subject to adjustment for certain
corporate events relating to MCI WorldCom, Inc.
See "--Antidilution Adjustments" below.
Exchange Date................. Any Trading Day that falls during the period
beginning May 25, 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 February 25, 2002, we may call the
Notes, in whole but not in part, for mandatory
exchange into MCI WorldCom 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 MCI WorldCom 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 MCI WorldCom Stock or
cash to the Trustee for delivery to you.
Upon an exchange by us (whether payment is to
be made in MCI WorldCom 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 MCI WorldCom 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 the Company) 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
February 25, 2002 specified by us in our
notice of mandatory exchange on which we will
deliver MCI WorldCom 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 MCI WorldCom
Stock on such Trading Day.
Call Price.................... The table below shows indicative Call Prices
for each $1,000 principal amount of Notes on
February 25, 2002 and at each February 25
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.
<TABLE>
<S> <C>
Call Date Call Price
--------- ----------
February 25, 2002............ $990.01
February 25, 2003............ $992.48
February 25, 2004............ $994.97
February 25, 2005............ $997.46
Maturity..................... $1,000.00
</TABLE>
Market Price.................. If MCI WorldCom Stock (or any other security
for which a Market Price must be determined) is
listed on a U.S. securities exchange registered
under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), 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 MCI
WorldCom 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 securities exchange on which
MCI WorldCom 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, the Market
Price for any Trading Day shall be the mean, as
determined by the Calculation Agent, of the bid
prices for MCI WorldCom 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 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, Inc. ("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 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............. Morgan Stanley & Co. Incorporated and its
successors (MS & Co.)
Calculation Agent............. Morgan Stanley & Co. Incorporated and its
successors (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 a
holder 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
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 MCI WorldCom 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 MCI WorldCom
Stock.
2. If MCI WorldCom Stock is subject (i) to a
stock dividend (issuance of additional shares
of MCI WorldCom Stock) that is given ratably to
all holders of shares of MCI WorldCom Stock or
(ii) to a distribution of MCI WorldCom Stock as
a result of the triggering of any provision of
the corporate charter of MCI WorldCom, then
once the dividend has become effective and MCI
WorldCom 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 MCI
WorldCom 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 MCI WorldCom
Stock other than distributions described in
paragraph 6 below and Extraordinary Dividends
as described below. A cash dividend or other
distribution with respect to MCI WorldCom Stock
will be deemed to be an "Extraordinary
Dividend" if such dividend or other
distribution exceeds the immediately preceding
non-Extraordinary Dividend for MCI WorldCom
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 MCI WorldCom 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 MCI WorldCom
Stock, the Exchange Ratio with respect to MCI
WorldCom 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 MCI WorldCom 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 MCI WorldCom
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 MCI WorldCom 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 MCI WorldCom 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
MCI WorldCom Stock so long as a Market Price
for MCI WorldCom Stock is available. If a
Market Price is no longer available for MCI
WorldCom Stock for whatever reason, including
the liquidation of MCI WorldCom or the
subjection of MCI WorldCom to a proceeding
under any applicable bankruptcy, insolvency or
other similar law, then the value of MCI
WorldCom Stock will equal zero for so long as
no Market Price is available.
5. If there occurs any reclassification or
change of MCI WorldCom Stock, or if MCI
WorldCom 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 MCI WorldCom as an
entirety or substantially as an entirety, in
each case as a result of which the holders of
MCI WorldCom Stock shall be entitled to receive
stock, other securities or other property or
assets (including, without limitation, cash or
other classes of stock of MCI WorldCom)
("Exchange Property") with respect to or in
exchange for such MCI WorldCom 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 for MCI WorldCom Stock immediately prior
to any such corporate event, but without
interest thereon. At such time, no adjustment
will be made to the Exchange Ratio.
6. If MCI WorldCom issues to all of its
shareholders equity securities of an issuer
other than MCI WorldCom (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 MCI WorldCom 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
MCI WorldCom 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 to reflect
changes occurring in relation to the MCI
WorldCom Stock (or other Exchange Property) in
other circumstances where we determine in good
faith that it is appropriate, but only to
reflect such changes, and not with the aim of
spreading 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 MCI WorldCom Stock:
(i) a suspension, absence or material
limitation of trading of MCI WorldCom Stock
on the primary market for MCI WorldCom 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 MCI
WorldCom Stock as a result of which the
reported trading prices for MCI WorldCom
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 MCI WorldCom Stock, 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 Company
or any of our 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 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 MCI WorldCom
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 MCI WorldCom Stock
and (5) a suspension, absence or material
limitation of trading on the primary securities
market on which options contracts related to
MCI WorldCom 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 the Company
in accordance with the Exchange Right or (y)
the Company has 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 MCI WorldCom 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.
MCI WorldCom Stock;
Public Information............ MCI WorldCom is one of the largest
telecommunications companies in the United
States, serving local, long distance and
Internet customers domestically and
internationally. MCI WorldCom 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 MCI WorldCom
pursuant to the Exchange Act of 1934 can be
located by reference to Commission file number
0-11258. In addition, information regarding
MCI WorldCom 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 reports.
This pricing supplement relates only to the
Notes offered hereby and does not relate to MCI
WorldCom Stock or other securities of MCI
WorldCom. We have derived all disclosures
contained in this pricing supplement regarding
MCI WorldCom 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 MCI
WorldCom in connection with the offering of the
Notes. Neither we nor the Agent makes any
representation that such publicly available
documents or any other publicly available
information regarding MCI WorldCom are 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 MCI WorldCom Stock (and
therefore the Initial MCI WorldCom Price and
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 MCI
WorldCom 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
MCI WorldCom Stock.
We or our affiliates may presently or from time
to time engage in business with MCI WorldCom,
including extending loans to, or making equity
investments in, MCI WorldCom or providing
advisory services to MCI WorldCom, including
merger and acquisition advisory services. In
the course of such business, we or our
affiliates may acquire non-public information
with respect to MCI WorldCom and, in addition,
one or more of our affiliates may publish
research reports with respect to MCI WorldCom.
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 MCI
WorldCom as in your judgment is appropriate to
make an informed decision with respect to an
investment in MCI WorldCom Stock.
Historical Information........ The following table sets forth the published
high and low Market Price during 1996, 1997,
1998 and during 1999 through February 25, 1999.
The Market Price on February 25, 1999 was
$85.875. 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 MCI
WorldCom Stock as an indication of future
performance. We cannot give any assurance that
the price of MCI WorldCom 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.
<TABLE>
<CAPTION>
MCI WorldCom High Low
------------ ---- ---
(CUSIP 55268B106)
<S> <C> <C>
1996
First Quarter....................... 23 16 1/2
Second Quarter...................... 27 11/16 21 3/4
Third Quarter....................... 28 18 5/8
Fourth Quarter...................... 26 1/16 21 5/8
1997
First Quarter....................... 27 1/2 22
Second Quarter...................... 32 21 7/8
Third Quarter....................... 37 29 15/16
Fourth Quarter...................... 38 1/16 28 15/16
1998
First Quarter....................... 44 7/16 28 13/16
Second Quarter...................... 48 7/16 42 1/4
Third Quarter....................... 56 7/8 40 15/16
Fourth Quarter...................... 74 1/4 43 1/8
1999
First Quarter
(through February 25, 1999)....... 85 7/8 69 7/8
</TABLE>
Historical prices have been adjusted for a 2
for 1 stock split of MCI WorldCom Stock,
which became effective in the third quarter of
1996.
MCI WorldCom has not paid cash dividends on
the MCI WorldCom Stock to date. We make no
representation as to the amount of dividends,
if any, that MCI WorldCom will pay in the
future. In any event, as a holder of a Note,
you will not be entitled to receive
dividends, if any, that may be payable on MCI
WorldCom 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 MCI WorldCom 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
MCI WorldCom Stock. Our purchase activity
could potentially have increased the price of
MCI WorldCom Stock, and therefore effectively
have increased the level to which MCI WorldCom
Stock must rise before you would receive an
amount of MCI WorldCom 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 MCI
WorldCom Stock, options contracts on MCI
WorldCom 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 MCI WorldCom 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 MCI WorldCom
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 MCI
WorldCom 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, 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 MCI
WorldCom 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 5.96%, 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 $1,482.33.
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.
In addition, the effective date of the New
Regulations (as defined in "United States
Federal Taxation -- Backup Withholding" in the
accompanying Prospectus Supplement) has been
changed so that the New Regulations will apply
to payments made after December 31, 1999.
ANNEX A
OFFICIAL NOTICE OF EXCHANGE
Dated: [On or after May 25, 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 March 2, 2006 (Exchangeable for
Shares of Common Stock of MCI WorldCom, Inc.) of Morgan Stanley Dean Witter &
Co. (CUSIP No. 617446DG1) (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) March 2, 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. 58 dated February 25, 1999 (the "Pricing Supplement") to
the Prospectus Supplement dated March 26, 1998 and the Prospectus dated March
26, 1998 related to Registration Statement No. 333-46935. Capitalized 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 the Company will deliver, at its sole option, shares of
the Common Stock of MCI WorldCom, Inc. 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 ______________
