PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 17 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated July 1, 1999
Rule 424(b)(3)
$10,000,000
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
-----------------------
2% Exchangeable Notes due July 7, 2006
Exchangeable for Shares of Common Stock of
WELLS FARGO & COMPANY
-----------------------
Beginning October 1, 1999, you will be able to exchange your notes for a number
of shares of Wells Fargo common stock, subject to our right to call all of the
notes on or after July 7, 2002.
o The principal amount and issue price of each note is $1,000.
o We will pay interest at the rate of 2% per year on the $1,000 principal
amount of each note. Interest will be paid semi-annually on each January 7
and July 7, beginning January 7, 2000.
o Beginning October 1, 1999, you will have the right to exchange each note
for 19.3658 shares of Wells Fargo 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 be entitled to any accrued but unpaid
interest.
o Beginning July 7, 2002, we have the right to call all of the notes and pay
to you the call price of $1,000. However, if the market value of 19.3658
shares of Wells Fargo common stock on the last trading day before we send
our call notice is equal to or greater than $1,000, we will deliver to you
19.3658 shares of Wells Fargo 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 Wells Fargo 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 Wells Fargo 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 "MSWFC
06" 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 100% AND ACCRUED INTEREST
-----------------------
Price to Public Agent's Commissions Proceeds to Company
--------------- ------------------- -------------------
Per Note............ 100% 0.25% 99.75%
Total............... $10,000,000 $25,000 $9,975,000
MORGAN STANLEY DEAN WITTER
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PS-2
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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."
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<S> <C>
The Notes
Each note costs $1,000 We, Morgan Stanley Dean Witter & Co., are offering 2% Exchangeable Notes
due July 7, 2006, which you may exchange for Wells Fargo & Company
common stock beginning on October 1, 1999. The principal amount and issue
price of each note is $1,000. We refer to Wells Fargo & Company common
stock as Wells Fargo Stock. If you hold the notes to maturity, which is July 7,
2006, we will pay $1,000 per note to you.
2% interest on the We will pay interest on the notes, at the rate of 2% of the principal amount per
principal amount year, semi-annually on each January 7 and July 7, beginning January 7, 2000.
Your Exchange Right
The exchange ratio Beginning October 1, 1999, you may exchange each note for a number of
is 19.3658 shares of Wells Fargo Stock equal to the exchange ratio. The exchange ratio is
19.3658 shares of Wells Fargo Stock per note, subject to adjustment for certain
corporate events relating to Wells Fargo & Company ("Wells Fargo"). 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.
PS-3
<PAGE>
We can choose to pay to you We will pay to you, at our option, within 3 business days after you give us your
cash or Wells Fargo Stock if Official Notice of Exchange, either:
you elect to exchange your
notes o shares of Wells Fargo Stock, or
o the cash value of such shares.
We will not pay any accrued but unpaid interest 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 July 7, 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 Wells Fargo 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 On the last trading day before the date of our call notice, the calculation agent
for stock or cash, will determine the value of the shares of Wells Fargo Stock that a noteholder
depending on the price would receive upon exchange of a note. That value is referred to as parity. If
of Wells Fargo Stock parity is less than the call price of $1,000, 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 Wells Fargo Stock instead. In that case, you will
still have the right to exercise your exchange right on any day prior to the call
date.
Wells Fargo Stock is The last reported sales price of Wells Fargo Stock on the New York Stock
currently $43.50 a share Exchange, Inc. on the date of this pricing supplement was $43.50. You can
review the publicly-reported prices of Wells Fargo 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 Wells Fargo
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 Wells Fargo Stock and
that we describe in the section called "Description of Notes--Antidilution
Adjustments" in this pricing supplement.
No Affiliation with Wells Fargo is not an affiliate of ours and is not involved with this offering in
Wells Fargo any way. The notes are obligations of Morgan Stanley Dean Witter & Co. and
not of Wells Fargo.
PS-4
<PAGE>
More Information The notes are senior notes issued as part of our Series C medium-term note
on the Notes 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).
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PS-5
<PAGE>
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.
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<S> <C>
Yield to Maturity Less Than These notes pay interest at the rate of 2% of the principal amount per year. This
Interest on Ordinary Notes interest rate is lower than the interest rate that we would pay on non-exchangeable
senior notes maturing at the same time as the notes. If you exchange your notes for
Wells Fargo Stock or if we call the notes, you will not be entitled to any accrued
but unpaid interest.
Notes May Not Be There may be little or no secondary market for the notes. Although we will apply
Actively Traded 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 control, will influence the value of
Influenced by Many the notes, including:
Unpredictable Factors
o the market price of Wells Fargo Stock
o the volatility (frequency and magnitude of changes in price) of the Wells
Fargo Stock
o the dividend rate on the Wells Fargo Stock
o economic, financial, political and regulatory or judicial events that affect stock
markets generally and which may affect the market price of the Wells Fargo
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 Wells Fargo Stock is at,
below or not sufficiently above the price of Wells Fargo Stock at pricing.
You cannot predict the future performance of Wells Fargo Stock based on its
historical performance.
PS-6
<PAGE>
No Affiliation with We are not affiliated with Wells Fargo. We or our affiliates may presently or from
Wells Fargo time to time engage in business with Wells Fargo, including entering into loans
with, or making equity investments in, Wells Fargo or its affiliates or subsidiaries
or providing investment advisory services to Wells Fargo, including merger and
acquisition advisory services. In the course of our business, we or our affiliates
may acquire non-public information about Wells Fargo. Moreover, we have no
ability to control or predict the actions of Wells Fargo, including any corporate
actions of the type that would require the calculation agent to adjust the exchange
ratio. Wells Fargo 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 Wells Fargo.
You Have No As an owner of notes, you will not have voting rights or the right to receive
Shareholder Rights dividends or other distributions or any other rights with respect to Wells Fargo
Stock.
Limited Antidilution MS & Co., as calculation agent, will adjust the exchange ratio for certain events
Adjustments affecting the Wells Fargo Stock, such as stock splits and stock dividends, and
certain other corporate actions involving Wells Fargo, such as mergers. However,
the calculation agent is not required to make an adjustment for every corporate
event that can affect Wells Fargo Stock. For example, the calculation agent is not
required to make any adjustments if Wells Fargo or anyone else makes a partial
tender offer or a partial exchange offer for Wells Fargo 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 Wells Fargo 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 how many shares of Wells Fargo
Interest between You and Stock you will receive in exchange for your notes and what adjustments should be
the Calculation Agent and made to the exchange ratio to reflect certain corporate and other events. MS & Co.
Other Affiliates of Ours and other affiliates may carry out hedging activities related to the notes or to other
instruments, including trading in Wells Fargo Stock as well as in other instruments
related to Wells Fargo Stock. MS & Co. and some of our subsidiaries also trade
Wells Fargo 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 Wells Fargo
Stock and, thereby, the value of the Wells Fargo Stock or cash you will receive
upon exchange or redemption.
PS-7
<PAGE>
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, which will be higher than the 2% interest
rate that is actually payable on 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.
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PS-8
<PAGE>
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 $1,000
principal amount of our 2% Exchangeable Notes due July 7, 2006 (Exchangeable
for Shares of Common Stock of Wells Fargo & Company). In this pricing
supplement, the terms "MSDW," "we," "us" and "our" refer to Morgan Stanley Dean
Witter & Co.
Principal Amount.............. $10,000,000
Maturity Date................. July 7, 2006
Specified Currency............ U.S. Dollars
Issue Price................... 100%
Interest Rate................. 2% per annum
Interest Payment Dates........ January 7 and July 7, beginning January 7,
2000
Original Issue Date
(Settlement Date)............. July 7, 1999
CUSIP......................... 617446DL0
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 19.3658 shares (the
"Exchange Ratio") of Wells Fargo 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 Wells
Fargo Stock or pay an amount in cash equal to
the Exchange Ratio times the Market Price of
Wells Fargo 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 but unpaid interest
on the Notes. If you exchange your Notes
after a record date for the payment of
interest and prior to the next succeeding
Interest Payment Date, the Notes that you
exchange must be accompanied by funds equal
to the interest payable on the succeeding
Interest Payment Date on the principal amount
that you exchange.
PS-0
<PAGE>
We will, or will cause the Calculation Agent
to, deliver such shares of Wells Fargo Stock
or cash to the Trustee for delivery to you.
No Fractional Shares ......... If upon any exchange of the Notes we deliver
shares of Wells Fargo Stock, we will pay cash
in lieu of delivering fractional shares of
Wells Fargo Stock in an amount equal to the
corresponding fractional Market Price of
Wells Fargo Stock as determined by the
Calculation Agent on such Exchange Date.
Exchange Ratio ............... 19.3658, subject to adjustment for certain
corporate events relating to Wells Fargo &
Company. See "--Antidilution Adjustments"
below.
Exchange Date................. Any Trading Day that falls during the period
beginning October 1, 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 July 7, 2002, we may call the
Notes, in whole but not in part, for
mandatory exchange into Wells Fargo 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 Call
Price, we will (under those circumstances
only) pay the 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 Wells Fargo 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 Wells Fargo Stock or
cash to the Trustee for delivery to you. You
will not be entitled to any accrued but
unpaid interest on the Notes.
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 July 7,
2002 specified by us in our notice of
mandatory exchange on which we will deliver
Wells Fargo 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 Wells Fargo Stock
on such Trading Day.
PS-10
<PAGE>
Call Price.................... $1,000 per Note
Market Price.................. If Wells Fargo 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 Wells Fargo 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 1943, as
modified (the "Exchange Act"), on which Wells
Fargo 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 Wells
Fargo Stock (or other such security) is
listed or admitted to trading on such
securities exchanges), 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 or
otherwise, the Market Price for any Trading
Day shall be the mean, as determined by the
Calculation Agent, of the bid prices for
Wells Fargo 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
PS-11
<PAGE>
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 Wells Fargo 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 Wells
Fargo Stock.
2. If Wells Fargo Stock is subject (i) to a
stock dividend (issuance of additional shares
of Wells Fargo Stock) that is given ratably
to all holders of shares of Wells Fargo Stock
or (ii) to a distribution of Wells Fargo
Stock as a result of the triggering of any
provision of the corporate charter of Wells
Fargo, then once the dividend has become
effective and Wells Fargo 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 Wells Fargo
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 Wells
Fargo Stock other than distributions described
in paragraph 6 below and Extraordinary
Dividends as described below. A cash dividend
or other distribution with respect to Wells
Fargo Stock will be deemed to be an
"Extraordinary Dividend" if such dividend or
other distribution exceeds the immediately
preceding non-Extraordinary Dividend for Wells
Fargo 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 Wells Fargo 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
Wells Fargo Stock, the Exchange Ratio with
respect to Wells Fargo 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
PS-12
<PAGE>
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 Wells Fargo 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 Wells Fargo
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 Wells Fargo 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 Wells Fargo 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 Wells Fargo Stock so long as a Market
Price for Wells Fargo Stock is available. If
a Market Price is no longer available for
Wells Fargo Stock for whatever reason,
including the liquidation of Wells Fargo or
the subjection of Wells Fargo to a proceeding
under any applicable bankruptcy, insolvency
or other similar law, then the value of Wells
Fargo Stock will equal zero for so long as no
Market Price is available.
5. If there occurs any reclassification or
change of Wells Fargo Stock, including,
without limitation, as a result of the
issuance of tracking stock by Wells Fargo, or
if Wells Fargo 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 Wells Fargo as an
entirety or substantially as an entirety, in
each case as a result of which the holders of
Wells Fargo Stock shall be entitled to
receive stock, other securities or other
property or assets (including, without
limitation, cash or other classes of stock of
Wells Fargo) ("Exchange Property") with
respect to or in exchange for such Wells
Fargo 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
Wells Fargo Stock immediately prior to any
such corporate event, but without interest
thereon.
6. If Wells Fargo issues to all of its
shareholders equity securities of an issuer
other than Wells Fargo (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 Wells Fargo
Stock at the time of the issuance of such new
PS-13
<PAGE>
equity securities times the number of shares
of the new equity securities issued with
respect to one share of Wells Fargo 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 Wells Fargo 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 Wells Fargo 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 Wells Fargo Stock
on the primary market for Wells Fargo 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 Wells Fargo Stock as a result
of which the reported trading prices for
Wells Fargo 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
Wells Fargo Stock, if available, during
the one-half hour period preceding the
close of trading in the applicable market;
and
PS-14
<PAGE>
(ii) a determination by the Calculation
Agent in its sole discretion that any
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 Wells Fargo 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 Wells Fargo
Stock and (5) a suspension, absence or
material limitation of trading on the primary
securities market on which options contracts
related to Wells Fargo 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
principal amount of the Note plus any accrued
and unpaid interest at the Interest Rate 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 us
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 Wells Fargo 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 and unpaid
interest 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 Call Price.
PS-15
<PAGE>
Wells Fargo Stock;
Public Information............ Wells Fargo & Company is a diversified
financial services company organized under
the laws of Delaware and registered under the
Bank Holding Company Act (BHC Act) of 1956,
as amended. Wells Fargo 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
Wells Fargo pursuant to the Exchange Act can
be located by reference to Commission file
number 1-2979. In addition, information
regarding Wells Fargo 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
Wells Fargo Stock or other securities of
Wells Fargo. We have derived all disclosures
contained in this pricing supplement
regarding Wells Fargo 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 Wells Fargo 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 Wells Fargo 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 Wells Fargo Stock (and therefore the
Initial Wells Fargo 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 Wells Fargo
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.
PS-16
<PAGE>
Neither we nor any of our affiliates makes
any representation to you as to the
performance of Wells Fargo Stock.
We or our affiliates may presently or from
time to time engage in business with Wells
Fargo, including extending loans to, or making
equity investments in, Wells Fargo or
providing advisory services to Wells Fargo,
including merger and acquisition advisory
services. In the course of such business, we
or our affiliates may acquire non-public
information with respect to Wells Fargo and,
in addition, one or more of our affiliates may
publish research reports with respect to Wells
Fargo. 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 an independent
investigation of Wells Fargo as in your
judgment is appropriate to make an informed
decision with respect to an investment in
Wells Fargo Stock.
Historical Information........ The following table sets forth the published
high and low Market Price during 1996, 1997,
1998 and during 1999 through July 1, 1999.
The Market Price on July 1, 1999 was $43.50.
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
Wells Fargo Stock as an indication of future
performance. We cannot give any assurance
that the price of Wells Fargo 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>
Dividends
Wells Fargo High Low per Share
----------- ---- --- ---------
(CUSIP 949746101)
<S> <C> <C> <C>
1996
First Quarter................................ $ 18 1/2 $ 15 1/2 $ .12
Second Quarter............................... 18 3/4 16 15/16 .135
Third Quarter................................ 20 3/8 16 1/4 .135
Fourth Quarter............................... 23 3/8 21 .135
1997
First Quarter................................ 26 1/2 21 5/8 .15
Second Quarter............................... 29 7/16 22 3/8 .15
Third Quarter................................ 32 1/8 28 1/2 .15
Fourth Quarter............................... 38 7/8 31 1/16 .165
1998
First Quarter................................ 43 7/16 35 9/16 .165
Second Quarter............................... 43 1/8 34 1/4 .165
Third Quarter................................ 39 3/8 29 3/4 .185
Fourth Quarter............................... 40 5/8 31 5/8 .185
1999
First Quarter................................ 40 3/16 32 3/4 .185
Second Quarter 44 36 11/16 .20
Third Quarter
(through July 1, 1999)..................... 43.50 43.50 43.50
</TABLE>
Historical prices have been adjusted for a 2
for 1 stock split of Wells Fargo Stock, which
became effective in the third quarter of
1997.
PS-17
<PAGE>
We make no representation as to the amount of
dividends, if any, that Wells Fargo 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
Wells Fargo 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 Wells Fargo 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 Wells Fargo Stock. Our purchase activity
could potentially have increased the price of
Wells Fargo Stock, and therefore effectively
have increased the level to which Wells Fargo
Stock must rise before you would receive an
amount of Wells Fargo 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 Wells
Fargo Stock, options contracts on Wells Fargo
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 Wells Fargo 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 Wells Fargo 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 Wells Fargo 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
PS-18
<PAGE>
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 Wells Fargo 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
PS-19
<PAGE>
yield" is an annual rate of 6.81%, 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 the semi-annual
coupons and an additional projected amount due
at maturity, equal to $1,422.39.
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.
PS-20
<PAGE>
ANNEX A
OFFICIAL NOTICE OF EXCHANGE
Dated: [On or after October 1, 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, 2% Exchangeable Notes due July 7, 2006 (Exchangeable for Shares of
Common Stock of Wells Fargo & Company) of Morgan Stanley Dean Witter & Co.
(CUSIP No. 617446DL0) (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) July 7, 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. 17 dated July 1, 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 the Company will
deliver, at its sole option, shares of the common stock of Wells Fargo &
Company 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
---------------------
