PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 77 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated April 6, 1998 Dated April 20, 1999
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due 2002
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We may not redeem these Global Medium-Term Notes, Series D (Euro
Floating Rate Senior Bearer Notes Due 2002) prior to the Maturity Date
other than under the circumstances described under "Description of Notes--
Tax Redemption" in the accompanying Prospectus Supplement.
We will issue the notes only in bearer form, which form is further
described under "Description of Notes--Forms, Denominations, Exchange and
Transfer" in the accompanying Prospectus Supplement. You may not exchange
notes in bearer form at any time for notes in registered form.
We will apply to the London Stock Exchange Limited for the notes to be
admitted on the Official List as soon as is practicable following the
settlement of the notes.
We describe the basic features of this type of note in the section
called "Description of Notes--Floating Rate Notes" in the accompanying
Prospectus Supplement, subject to and as modified by the provisions
described below.
Principal Amount: Euro 500,000,000
Maturity Date: May 7, 2002; provided that if such day is not a
Business Day, the payment of principal and
interest due on such date will be made on the next
succeeding day that is a Business Day, and no
interest shall accrue for the period from and
after the Maturity Date.
Settlement and Issue
Date: May 7, 1999
Interest Accrual Date: May 7, 1999
Issue Price: 99.964%
Specified Currency: Euro
Redemption Percentage
at Maturity: 100%
Base Rate: EURIBOR (on an actual/360 day count basis).
See "Other Provisions -- 3 Month EURIBOR" below.
Spread (Plus or Minus): Plus 0.1875% per annum
Spread Multiplier: N/A
Alternate Rate
Event Spread: N/A
Index Currency: N/A
Interest Determination
Dates: The second TARGET Settlement Day immediately
preceding each Interest Reset Date.
Initial Interest Rate: To be determined two TARGET Settlement Days prior to
the date of issuance.
Index Maturity: 3 Months
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Redemption Date: N/A
Initial Redemption
Percentage: N/A
Annual Redemption
Percentage Reduction: N/A
Optional Repayment
Date(s): N/A
Interest Payment Dates: The seventh day of each February, May, August and
November, commencing August 7, 1999 (each an
"Interest Payment Date"); provided that if any
such day (other than the Maturity Date) is not a
Business Day, such Interest Payment Date will be
the next succeeding day that is a Business Day,
unless such succeeding Business Day falls in the
next succeeding calendar month, in which case such
Interest Payment Date will be the immediately
preceding day that is a Business Day.
Interest Payment Period: Quarterly
Interest Reset Dates: Each Interest Payment Date
Interest Reset Periods: The period from and including an Interest Reset
Date to but excluding the immediately succeeding
Interest Reset Date.
(continued on next page)
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
BARCLAYS CAPITAL
COMMERZBANK AKTIENGESELLSCHAFT
DEUTSCHE BANK AKTIENGESELLSCHAFT
DRESDNER KLEINWORT BENSON
SOCIETE GENERALE
(continued from previous page)
Initial Interest Reset
Date: August 7, 1999; provided that if such day is not
a Business Day, such Initial Interest Reset Date
will be the next succeeding day that is a Business
Day, unless such succeeding Business Day falls in
the next succeeding calendar month, in which case
such Initial Interest Reset Date will be the
immediately preceding day that is Business Day.
Calculation Agent: The Chase Manhattan Bank (London Branch)
Denominations: Euro 10,000
Common Code: 9701109
ISIN: XS0097011091
Reporting Service: Telerate 248
Other Provisions:
3 Month EURIBOR: The rate for deposits in euros for a period of three
months which appears on the display on Bridge Telerate, Inc., or any
successor service, on page 248 or any other page as may replace page
248 on that service ("Telerate Page 248") as of 11:00 a.m. (Brussels
time) on each Interest Determination Date. If no such rate appears,
the Calculation Agent will request the principal Euro-zone office of
each of four major banks in the Euro-zone interbank market, as
selected by the Calculation Agent, after consultation with the
Company, to provide the Calculation Agent with its offered rate for
deposits in euros, at approximately 11:00 a.m. (Brussels time) on
such Interest Determination Date, to prime banks in the Euro-zone
interbank market for a period of three months commencing on the
applicable Interest Reset Date, and in a principal amount not less
than the equivalent of U.S.$1 million in euro that is representative
of a single transaction in euro, in that market at that time. If at
least two quotations are provided, 3 Month EURIBOR will be the
arithmetic mean of those quotations. If fewer than two quotations are
provided, 3 Month EURIBOR will be the arithmetic mean of the rates
quoted by four major banks in the Euro-zone, as selected by the
Calculation Agent, after consultation with the Company, at
approximately 11:00 a.m. (Brussels time), on the applicable Interest
Reset Date for loans in euro to leading European banks for a period of
three months commencing on that Interest Reset Date in a principal
amount not less than the equivalent of U.S.$1 million in euro. If the
banks so selected by the Calculation Agent are not quoting as
mentioned above, the 3 Month EURIBOR rate in effect for the three
month period will be the same as 3 Month EURIBOR for the immediately
preceding Interest Reset Period, or, if there was no Interest Reset
Period, the rate of interest payable on the notes will be the Initial
Interest Rate.
EURIBOR: The rate for deposits in euros as sponsored, calculated and
published jointly by the European Banking Federation and ACI - The
Financial Market Association, or any company established by the joint
sponsors for purposes of compiling and publishing such rates.
Business Day: Any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banking
institutions are authorized or required by law or regulation to close
in The City of New York and which is a TARGET Settlement Day.
TARGET Settlement Day: Any day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is open.
Euro-zone: The region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty
establishing the European Community, as amended by the treaty on
European Union.
United States Federal Income Taxation:
The Internal Revenue Service Restructuring and Reform Act of 1998
eliminated the 18-month holding period requirement for certain individual
taxpayers to qualify for the lowest tax rate for capital gain. The minimum
holding period required to qualify for the lowest tax rate currently is 12
months. 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. Lastly, the definition of "Foreign
Holder" (as defined in "United States Federal Taxation" in the accompanying
Prospectus Supplement) has been amended so that, with respect to a corporation
or partnership, Foreign Holder includes a corporation, partnership or other
entity that was not created or organized in or under the laws of the United
States, any State thereof or the District of Columbia.
Limitations on Issuance of Bearer Securities and Bearer Debt Warrants:
The definition of "United States person" (as defined in "Limitations on
Issuance of Bearer Securities and Bearer Debt Warrants" in the accompanying
Prospectus) has been amended so that, with respect to a corporation or
partnership, United States person includes a corporation, partnership or other
entity that was created or organized in or under the laws of the United
States, any State thereof or the District of Columbia.
Plan of Distribution:
On April 22, 1999, we, Morgan Stanley Dean Witter & Co., agreed to sell
to the managers listed in this Pricing Supplement, and they severally agreed
to purchase, the principal amount of notes set forth opposite their respective
names below at a net price of 99.764% (the "Purchase Price"). The Purchase
Price equals the stated Issue Price of 99.964% less a selling concession of
0.10% and a combined management and underwriting commission of 0.10% of the
principal amount of these notes.
Principal Amount of
Name Notes
---- -------------------
Morgan Stanley & Co. International Limited....... euro 450,000,000
Barclays Bank PLC................................ 10,000,000
Commerzbank Aktiengesellschaft................... 10,000,000
Deutsche Bank Aktiengesellschaft................. 10,000,000
Dresdner Bank AG London Branch................... 10,000,000
Societe Generale................................. 10,000,000
Total....................................... euro 500,000,000
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