PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 23 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated August 12, 1999
Rule 424(b)(3)
$12,000,000
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
--------------
Exchangeable Notes due August 17, 2005
Exchangeable for Shares of Common Stock of
Three Pharmaceutical Corporations
--------------
The notes will not pay any interest but will be issued at a discount and thus
have a minimum yield to maturity of 2.00%. Beginning November 17, 1999, you
will be able to exchange your notes for a basket of shares of the common stock
of three pharmaceutical corporations, which we refer to as the basket stocks,
subject to our right to call all of the notes on or after August 17, 2002.
o The price of each note is $887.45 (88.745% of the $1,000 principal amount
at maturity). This issue price represents a yield to maturity of 2.00% per
year compounded semi-annually.
o We will not make any coupon interest payments on the notes.
o The basket consists of a fixed number of shares of each basket stock, which
we refer to as the exchange ratio. The exchange ratio for each basket stock
is calculated so that the value of that basket stock is an equally-weighted
percentage of the initial basket value at the time we priced the notes on
August 12, 1999. The exchange ratio of any basket stock will remain
constant for the term of the notes unless adjusted for certain corporate
events. The initial basket value is $766.6955, based on the market prices
of the basket stocks on August 12, 1999.
o Beginning November 17, 1999, you will have the right to exchange each note
for the number of shares of each of the basket stocks as provided by the
exchange ratio for that basket stock. If you exchange, we will have the
right to deliver to you either the actual shares of the basket stocks or
the cash value of such shares. You will not receive any accrued original
issue discount upon exchange.
o Beginning August 17, 2002, we have the right to call all of the notes and
pay to you the call price, which will be a cash amount per note equal to
the issue price of $887.45 plus accrued original issue discount, or OID, to
the call date. However, if the sum of the products of the market price of
each basket stock and its exchange ratio 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 shares of each basket stock equal to its exchange ratio 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 the basket stocks 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 The issuers of the basket stocks are 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 American Stock Exchange,
Inc., subject to official notice of issuance. The AMEX symbol for the notes
is "RXM.A."
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 88.745%
-----------------
Price to Public Agent's Commissions Proceeds to Company
--------------- ------------------- -------------------
Per Note.... 88.745% 0.25% 88.495%
Total....... $10,649,400 $30,000 $10,619,400
MORGAN STANLEY DEAN WITTER
<PAGE>
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<PAGE>
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 $887.45 We, Morgan Stanley Dean Witter & Co., are offering
you Exchangeable Notes due August 17, 2005, which
you may exchange for a basket of shares of common
stock of three pharmaceutical corporations beginning
on November 17, 1999. We refer to the shares of
common stock of the three pharmaceutical
corporations as the basket stocks. The price of each
note is $887.45 (88.745% 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
August 17, 2005, we will pay $1,000 per note to you.
This payment represents the $887.45 issue price plus
a yield to maturity of 2.00% per year compounded
semi-annually.
Your Exchange Right
The initial basket Beginning November 17, 1999, you may exchange each
value is $766.6955 note for a number of shares of each basket stock
equal to its exchange ratio. The exchange ratio for
each basket stock is calculated so that the value of
that basket stock is an equally-weighted percentage
of the initial basket value at the time we priced
the notes on August 12, 1999. The exchange ratio
with respect to each basket stock will remain
constant for the term of the notes unless adjusted
for certain corporate events relating to the issuer
of that basket stock. The initial basket value is
$766.6955, based on the market prices of the basket
stocks on August 12, 1999.
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 of each of the
basket stocks you will receive based on the
principal amount of the notes you exchange and the
exchange ratio of each basket stock as it may have
been adjusted through the time of the exchange.
To exchange a note on any day, you must instruct
your broker or other person with whom you hold your
notes to take the following steps through normal
clearing system channels:
o fill out an Official Notice of Exchange, which is
attached as Annex A to this pricing supplement;
o deliver your Official Notice of Exchange to us
before 11:00 a.m. (New York City time) on that
day; and
o deliver your note certificate to The Chase
Manhattan Bank, as trustee for our senior notes,
on that day.
If you give us your Official Notice of Exchange
after 11:00 a.m. (New York City time) on any day or
at any time on a day when the stock markets are
closed, your notice will not become effective until
the next day that the stock markets are open.
We can choose to pay to We will pay to you, at our option, within 3 business
you cash or shares days after you give us your Official Notice of
if you elect to exchange Exchange, either:
your notes
o shares of the basket stocks, or
o the cash value of such shares.
We will not pay any accrued original issue discount
if you elect to exchange your notes.
Our right to call the notes may affect your ability
to exchange your notes.
Our Call Right Beginning August 17, 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
each basket 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
for stock or cash, notice, the calculation agent will determine the
depending on the price aggregate value of the shares of the basket stocks
of the basket stocks that a noteholder would receive upon exchange of a
note. The sum of those values is referred to as the
basket value. If the basket value is less than the
call price (the sum of the issue price of $887.45
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, the basket value as so determined is
equal to or greater than the call price, then we
will deliver the shares of the basket stocks instead
on the call date. In that case, you will still have
the right to exercise your exchange right on any day
prior to the call date.
Basket Stocks The following table sets forth the basket stocks,
the ticker symbol of each basket stock on the New
York Stock Exchange, Inc., the percentage of the
initial basket value represented by each basket
stock, the initial market price of each basket stock
at the time we priced the notes on August 12, 1999,
the exchange ratio of each basket stock and the
initial value of the aggregate shares of each basket
stock contained in the basket at that time:
<TABLE>
Percent
Represented Initial
in Initial Stock Exchange Initial
Issuer of Basket Stock Ticker Basket Value Price Ratio Value
---------------------- ------ ------------ ----- ----- -----
<S> <C> <C> <C> <C> <C>
Bristol-Myers Squibb
Company ...................... BMY 33.333% $66.3750 3.8503 $255.5637
Merck & Co., Inc. ............. MRK 33.333% $61.0000 4.1896 $255.5656
Pfizer Inc..................... PFE 33.333% $33.4375 7.6431 $255.5662
</TABLE>
The exchange ratio of each basket stock indicates
the number of shares of such basket stock, given the
market price of the basket stock, required to be
included in the calculation of the initial basket
value so that each basket stock represents an
equally-weighted percentage of the initial basket
value. The exchange ratios will remain constant for
the term of the notes unless adjusted for certain
corporate events. See "Adjustments to the Exchange
Ratios and the Basket."
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
number of shares of basket stocks 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 basket
stocks and that we describe in the section called
"Description of Notes--Adjustments to the Exchange
Ratios and the Basket" in this pricing supplement.
No Affiliation with The issuers of the basket stocks are not affiliates
the Issuers of the of ours and are not involved with this offering in
Basket Stocks any way. The notes are obligations of Morgan Stanley
Dean Witter & Co. and not of the issuers of the
basket stocks.
More Information The notes are senior notes issued as part of our
on the Notes Series C medium-term note program. You can find a
general description of our Series C medium-term note
program in the accompanying prospectus supplement
dated May 6, 1999. We describe the basic features of
this type of note in the sections called
"Description of Notes-- Fixed Rate Notes" and
"--Exchangeable Notes."
Because this is a summary, it does not contain all
of the information that may be important to you,
including the specific requirements for the exercise
of your exchange right and of our call right. You
should read the "Description of Notes" section in
this pricing supplement for a detailed description
of the terms of the notes. You should also read
about some of the risks involved in investing in the
notes in the section called "Risk Factors." We urge
you to consult with your investment, legal,
accounting and other advisors with regards to any
investment in the notes.
How to reach us You may contact us at our principal executive
offices at 1585 Broadway, New York, New York 10036
(telephone number (212) 761-4000).
<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.
Yield to Maturity Less Than These notes have a yield to maturity of
Interest on Ordinary Notes 2.00% per year based on the issue price of
$887.45 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 the basket stocks, you
will not receive accrued original issue
discount.
Notes May Not Be There may be little or no secondary market for
Actively Traded the notes. Although the notes have been
approved for listing on the American Stock
Exchange, Inc., it is not possible to predict
whether the notes will trade in the secondary
markets. Even if there is a secondary market,
it may not provide enough liquidity to allow
you to trade or sell the notes easily. MS & Co.
currently intends to act as a market maker for
the notes, but is not required to do so.
Market Price of Notes Several factors, many of which are beyond our
Influenced by Many control, will influence the value of the notes,
Unpredictable Factors including:
o the market price of the basket stocks
o the volatility (frequency and magnitude of
changes in price) of each of the basket
stocks
o the dividend rate on the basket stocks
o economic, financial, political and regulatory
or judicial events that affect stock markets
generally and which may affect the market
price of any one of the basket stocks or of
the basket as a whole
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 prices of the basket stocks
are at, below or not sufficiently above the
price of the basket stocks at pricing.
You cannot predict the future performance of any
of the basket stocks or of the basket as a whole
based on their historical performance.
No Affiliation with We are not affiliated with any of the issuers of
the Issuers of the Basket the basket stocks. We or our affiliates may
Stocks presently or from time to time engage in
business with one or more of the issuers of the
basket stocks, including extending loans to, or
making equity investments in, one or more of the
issuers of the basket stocks or their affiliates
or subsidiaries or providing underwriting or
investment advisory services to one or more of
the issuers of the basket stocks, including
merger and acquisition advisory services. In the
course of our business, we or our affiliates may
acquire non-public information about one or more
of the issuers of the basket stocks. Moreover,
we have no ability to control or predict the
actions of the issuers of the basket stocks,
including any corporate actions of the type that
would require the calculation agent to adjust
the exchange ratio. We or our affiliates from
time to time have published and in the future
may publish research reports with respect to the
basket stocks. The basket was compiled
independently of any research recommendations
and may not be consistent with such
recommendations. The issuers of the basket
stocks are not involved in the offering of the
notes in any way and have 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 the
issuers of the basket stocks.
You Have No As an owner of notes, you will not have voting
Shareholder Rights rights or the right to receive dividends or
other distributions or any other rights with
respect to the basket stocks.
Limited Adjustments MS & Co., as calculation agent, will adjust any
of the exchange ratios for certain events
affecting the basket stocks, such as stock
splits and stock dividends, and certain other
corporate actions involving the issuers of the
basket stocks, such as mergers. However, the
calculation agent is not required to make an
adjustment for every corporate event that can
affect the basket stocks. For example, the
calculation agent is not required to make any
adjustments if the issuers of the basket stocks
or anyone else makes a partial tender offer or a
partial exchange offer for any basket 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 basket stocks other than those
contemplated in this pricing supplement. Such
adjustments will be made to reflect the
consequences of those corporate 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 ratios
may materially and adversely affect the market
price of the notes.
Potential Conflicts of As calculation agent, MS & Co. will calculate
Interest between You the basket value, how many shares of the basket
and the Calculation stocks you will receive in exchange for your
Agent and Other notes and what adjustments should be made to the
Affiliates of Ours exchange ratios to reflect certain corporate and
other events. MS & Co. and other affiliates may
carry out hedging activities related to the
notes or to other instruments, including trading
in the basket stocks as well as in other
instruments related to the basket stocks. MS &
Co. and some of our subsidiaries also trade the
basket stocks 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 ratios, 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
the basket stocks and, thereby, the value of the
basket stocks or cash you will receive upon
exchange or redemption.
Tax Treatment You should also consider the tax consequences of
investing in the notes. If you are a U.S.
taxable investor, you will be subject to annual
income tax based on the comparable yield of the
notes, even though you will not receive any
periodic interest payments and at maturity may
only receive the return of the principal amount
of the notes. In addition, any gain recognized
by U.S. taxable investors on the sale, exchange
or retirement of the notes will be treated as
ordinary income. Please read carefully the
section "Description of Notes--United States
Federal Taxation" in this pricing supplement and
the section "United States Federal
Taxation--Notes--Optionally Exchangeable Notes"
in the accompanying prospectus supplement.
<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 $887.45 issue
price of our Exchangeable Notes due August 17, 2005 (Exchangeable for Shares of
Common Stock of Three Pharmaceutical Corporations). In this pricing supplement,
the terms "MSDW," "we," "us" and "our" refer to Morgan Stanley Dean Witter & Co.
Principal Amount.............. $12,000,000
Maturity Date................. August 17, 2005
Specified Currency............ U.S. Dollars
Issue Price................... $887.45 (88.745% of the principal amount at
maturity)
Stated OID.................... 2.00% per annum computed on a semi-annual
bond-equivalent basis
Original Issue Date
(Settlement Date)............. August 17, 1999
CUSIP......................... 617446DN6
Minimum Denominations......... $1,000
Initial Basket Value.......... $766.6955. Based on the Market Prices (as
defined below) of the Basket Stocks at the
time we priced the notes on August 12, 1999,
the Exchange Ratios have been initially set
so that the Basket Value on such date equals
the Initial Basket Value.
Basket Value.................. The Basket Value, for any date, will equal
the sum of the products of the Market Prices
and the applicable Exchange Ratios for each
Basket Stock, each determined as of such date
by the Calculation Agent.
Basket ....................... The basket is a weighted portfolio of the
three Basket Stocks. See "Basket Stocks"
below.
Basket Stocks................. The following table sets forth the Basket
Stocks, the ticker symbol of the Basket
Stocks on the New York Stock Exchange, Inc.,
the percentage of the Initial Basket Value
represented by each Basket Stock, the initial
Market Price of each Basket Stock at the time
we priced the notes on August 12, 1999, the
Exchange Ratio of each Basket Stock and the
initial value of the aggregate shares of each
Basket Stock contained in the Basket at that
time:
<TABLE>
Percent
Represented Initial
in Initial Stock Exchange Initial
Issuer of Basket Stock Ticker Basket Value Price Ratio Value
- ---------------------- ------ ------------ ------- -------- -------
<S> <C> <C> <C> <C> <C>
Bristol-Myers Squibb
Company
("Bristol-Myers")........ BMY 33.333% $66.3750 3.8503 $255.5637
Merck & Co., Inc.
("Merck")................ MRK 33.333% $61.0000 4.1896 $255.5656
Pfizer Inc. ("Pfizer")...... PFE 33.333% $33.4375 7.6431 $255.5662
</TABLE>
The Exchange Ratio of each Basket Stock
indicates the number of shares of such Basket
Stock, given the Market Price of such Basket
Stock, required to be included in the
calculation of the Initial Basket Value so
that each Basket Stock represents an
equally-weighted percentage of the Initial
Basket Value. The respective Exchange Ratios
will remain constant for the term of the
Notes unless adjusted for certain corporate
events. See "Adjustments to the Exchange
Ratios and the Basket."
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 a number of shares of
each Basket Stock equal to the Exchange Ratio
for such Basket Stock, subject to adjustment
as described under "-- Adjustments to the
Exchange Ratios and the Basket" 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 Basket Stocks or
pay an amount in cash equal to the Basket
Value on the Exchange Date, as determined by
the Calculation Agent, in lieu of such
shares. Such delivery or payment will be
made 3 business days after any Exchange Date,
subject to delivery of such Notes to the
Trustee on the Exchange Date.
Upon any exercise of the Exchange Right, you
will not be entitled to any cash payment
representing any accrued Stated OID. Such
accrued Stated OID will be deemed paid by our
delivery of the Basket Stocks or the
equivalent amount of cash upon exercise of the
Exchange Right.
We will, or will cause the Calculation Agent
to, deliver such Basket Stocks or cash to the
Trustee for delivery to you.
No Fractional Shares ......... If upon any exchange of the Notes we deliver
the Basket Stocks, we will pay cash in lieu
of delivering fractional shares of any Basket
Stock in an amount equal to the corresponding
fractional Market Price of such Basket Stock
as determined by the Calculation Agent on
such Exchange Date.
Exchange Ratio ............... The Exchange Ratios set forth under "Basket
Stocks" above are subject to adjustment for
certain corporate events. See "Adjustments
to the Exchange Ratios and Basket" below.
Exchange Date................. Any Trading Day that falls during the period
beginning November 17, 1999 and ending on the
day prior to the earliest of (i) the Maturity
Date, (ii) the Call Date and (iii) in the
event of a call for the cash Call Price as
described under "--Company Call Right" below,
the Company Notice Date.
Company Call Right ........... On or after August 17, 2002, we may call the
Notes, in whole but not in part, for
mandatory exchange into the Basket Stocks at
the applicable Exchange Ratios provided that,
if the Basket Value 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
Basket Stocks 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 Basket Stocks or cash to the Trustee
for delivery to you.
Upon an exchange by us (whether payment is to
be made in Basket Stocks 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 Basket Stocks or cash.
On or after the Company Notice Date (other
than with respect to a call of the Notes for
the cash Call Price by us) you will continue
to be entitled to exercise the Exchange Right
and receive any amounts described under
"--Exchange Right" above.
Company Notice Date........... The scheduled Trading Day on which we issue
our notice of mandatory exchange, which must
be at least 30 but no more than 60 days prior
to the Call Date.
Call Date..................... The scheduled Trading Day on or after August
17, 2002 specified by us in our notice of
mandatory exchange on which we will deliver
the Basket Stocks or cash to holders of the
Notes for mandatory exchange.
Call Price.................... The table below shows indicative Call Prices
for each $1,000 principal amount of Notes on
August 17, 2002 and at each August 17
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 2.00% per
annum. Such additional accreted amount of
Stated OID will be determined by the
Calculation Agent and will be calculated on a
semiannual bond-equivalent basis based on the
Call Price for the immediately preceding Call
Date indicated in the table below.
Call Date Call Price
--------- ----------
August 17, 2002............... $942.05
August 17, 2003............... $960.98
August 17, 2004............... $980.30
Maturity...................... $1,000.00
Market Price.................. If a Basket 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 such Basket Stock (or one unit of any
such other security) on any Trading Day means
(i) the last reported sale price, regular
way, on such day on the principal United
States securities exchange registered under
the Securities Exchange Act of 1934, as
modified (the "Exchange Act"), on which such
Basket 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 such
Basket Stock (or other such security) is
listed or admitted to trading on such
securities exchange), the last reported sale
price on the over-the-counter market as
reported on the Nasdaq National Market or OTC
Bulletin Board on such day. If the last
reported sale price is not available pursuant
to clause (i) or (ii) of the preceding
sentence because of a Market Disruption Event
or otherwise, the Market Price for any
Trading Day shall be the mean, as determined
by the Calculation Agent, of the bid prices
for such Basket Stock (or any such other
security) obtained from as many dealers in
such security (which may include MS & Co. or
any of our other subsidiaries or affiliates),
but not exceeding three, as will make such
bid prices available to the Calculation
Agent. A "security of the Nasdaq National
Market" shall include a security included in
any successor to such system and the term
"OTC Bulletin Board Service" shall include
any successor service thereto.
Trading Day................... A day, as determined by the Calculation
Agent, on which trading is generally
conducted on the New York Stock Exchange, Inc.
("NYSE"), the American Stock Exchange, Inc.,
the Nasdaq National Market, the Chicago
Mercantile Exchange, the Chicago Board of
Options Exchange and in the over-the-counter
market for equity securities in the United
States and on which a Market Disruption Event
has not occurred.
Book Entry Note or
Certificated Note............. Book Entry, DTC
Senior Note or
Subordinated Note............. Senior
Trustee....................... The Chase Manhattan Bank
Agent for this Underwritten
Offering of Notes............. MS & Co.
Calculation Agent............. MS & Co.
All determinations made by the Calculation
Agent will be at the sole discretion of the
Calculation Agent and will, in the absence of
manifest error, be conclusive for all
purposes and binding on you and on us.
Because the Calculation Agent is our
affiliate, potential conflicts of interest
may exist between the Calculation Agent and
you as an owner of the Notes, including with
respect to certain determinations and
judgments that the Calculation Agent must
make in making adjustments to the Exchange
Ratios or other adjustments or determining
the Market Price or whether a Market
Disruption Event has occurred. See
"Adjustments to the Exchange Ratios and the
Basket" 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.
Adjustments to the Exchange
Ratios and the Basket......... The Exchange Ratio with respect to any Basket
Stock and the Basket will be adjusted as
follows:
1. If a Basket Stock is subject to a stock
split or reverse stock split, then once such
split has become effective, the Exchange
Ratio of such Basket Stock 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 such Basket Stock.
2. If a Basket Stock is subject (i) to a stock
dividend (issuance of additional shares of such
Basket Stock) that is given ratably to all
holders of shares of such Basket Stock or (ii)
to a distribution of such Basket Stock as a
result of the triggering of any provision of
the corporate charter of the issuer of the
Basket Stock, then once the dividend has become
effective and such Basket Stock is trading ex-
dividend, the Exchange Ratio of such Basket
Stock 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 such Basket Stock
and (ii) the prior Exchange Ratio of such
Basket Stock.
3. There will be no adjustments to any Exchange
Ratio to reflect cash dividends or other
distributions paid with respect to a Basket
Stock other than distributions described in
paragraph 6 below and Extraordinary Dividends
as described below. A cash dividend or other
distribution with respect to a Basket Stock
will be deemed to be an "Extraordinary
Dividend" if such dividend or other
distribution exceeds the immediately preceding
non-Extraordinary Dividend for such Basket
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 such Basket 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 a Basket Stock, the
Exchange Ratio with respect to such Basket
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 a
Basket 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 such Basket
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 a Basket Stock described in
paragraph 6 below that also constitutes an
Extraordinary Dividend shall only cause an
adjustment to the Exchange Ratio for such
Basket Stock pursuant to paragraph 6.
4. If the issuer of a Basket Stock 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 such Basket Stock so long as
a Market Price for such Basket Stock is
available. If a Market Price is no longer
available for such Basket Stock for whatever
reason, including the liquidation of the issuer
of such Basket Stock or the subjection of the
issuer of such Basket Stock to a proceeding
under any applicable bankruptcy, insolvency or
other similar law, then the value of such
Basket Stock will equal zero for so long as no
Market Price is available.
5. If there occurs any reclassification or
change of a Basket Stock, including, without
limitation, as a result of the issuance of
tracking stock by the issuer of such Basket
Stock, or if the issuer of such Basket Stock
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 the issuer of such Basket Stock as an
entirety or substantially as an entirety, in
each case as a result of which the holders of
such Basket Stock shall be entitled to receive
stock, other securities or other property or
assets (including, without limitation, cash or
other classes of stock of the issuer of such
Basket Stock) ("Exchange Property") with
respect to or in exchange for such Basket
Stock, then, with respect to such Basket Stock,
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
such Basket Stock immediately prior to any such
corporate event, but without interest thereon.
6. If the issuer of a Basket Stock issues to
all of its shareholders equity securities of an
issuer other than the issuer of such Basket
Stock (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
such Basket 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 such Basket Stock.
7. No adjustments to any 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 any Exchange Ratio upon the
occurrence of corporate or other similar events
that affect or could potentially affect market
prices of, or shareholders' rights in, a Basket
Stock (or other Exchange Property) but only to
reflect such changes, and not with the aim of
changing relative investment risk.
No adjustments to any 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 Ratios 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
Ratios 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 any Exchange Ratio
upon written request by any holder of the
Notes.
Market Disruption Event....... "Market Disruption Event" means, with respect
to any Basket 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 such Basket Stock
on the primary market for such Basket 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 such Basket Stock as a result
of which the reported trading prices for
such Basket 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
such Basket Stock, if available, during
the one-half hour period preceding the
close of trading in the applicable market;
and
(ii) a determination by the Calculation
Agent in its sole discretion that 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 any Basket
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 such Basket Stock
and (5) a suspension, absence or material
limitation of trading on the primary securities
market on which options contracts related to
any Basket 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 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 Basket Value, 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 we have 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.
Basket Stocks;
Public Information............ Each of the three issuers of Basket Stocks 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
each of the issuers pursuant to the Exchange
Act can be located by reference to its
respective Commission file number. In
addition, information regarding the issuers
of the Basket Stocks 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.
Bristol-Myers Squibb Company is a producer and
distributor of pharmaceuticals, consumer
medicines, nutritionals, medical devices and
beauty care products, and its Commission file
number is 1-01136.
Merck & Co., Inc. is a global pharmaceutical
company that discovers, develops, manufactures
and markets a broad range of human and animal
health products and provides pharmaceutical
benefit services, and its Commission file
number is 1-03305.
Pfizer Inc. is a global pharmaceutical company
that discovers, develops, manufactures and
markets medicines for humans and animals, and
its Commission file number is 1-03619.
This pricing supplement relates only to the
Notes offered hereby and does not relate to the
Basket Stocks or other securities of the
issuers of the Basket Stocks. We have derived
all disclosures contained in this pricing
supplement regarding the issuers of the Basket
Stocks from the publicly available documents
described above. Neither we nor the Agent has
participated in the preparation of such
documents or made any due diligence inquiry
with respect to the issuers of the Basket
Stocks in connection with the offering of the
Notes. Neither we nor the Agent makes any
representation that such publicly available
documents are or any other publicly available
information regarding the issuers of the Basket
Stocks is accurate or complete. Furthermore, we
cannot give any assurance that all events
occurring prior to the date hereof (including
events that would affect the accuracy or
completeness of the publicly available
documents described above) that would affect
the trading price of the Basket Stocks (and
therefore the Exchange Ratios) have been
publicly disclosed. Subsequent disclosure of
any such events or the disclosure of or failure
to disclose material future events concerning
the issuers of the Basket Stocks 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
any of the the Basket Stocks or the Basket as a
whole.
We or our affiliates may presently or from time
to time engage in business with the issuers of
the Basket Stocks, including extending loans
to, or making equity investments in, the
issuers of the Basket Stocks or providing
advisory services to the issuers of the Basket
Stocks, including merger and acquisition
advisory services. In the course of such
business, we or our affiliates may acquire
non-public information with respect to the
issuers of the Basket Stocks. The statement in
the preceding sentence is not intended to
affect the rights of the holders of the Notes
under the securities laws. In addition, one or
more of our affiliates may publish research
reports with respect to the issuers of the
Basket Stocks. The Basket was compiled
independently of any research recommendations
and may not be consistent with such
recommendations. As a prospective purchaser of
a Note, you should undertake such independent
investigation of the issuers of the Basket
Stocks as in your judgment is appropriate to
make an informed decision with respect to an
investment in the Basket Stocks.
Historical Information........ The following table sets forth the published
high and low Market Price during 1996, 1997,
1998 and during 1999 through August 12,
1999. The Market Price of each Basket Stock
when we priced the notes on August 12, 1999
is set forth in the table under "Basket
Stocks" above. 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 the Basket Stocks as an indication
of future performance. We cannot give any
assurance that the price of the Basket Stocks
as a whole or any one or more of the Basket
Stocks will increase sufficiently to cause the
beneficial owners of the Notes to receive an
amount in excess of the Issue Price on any
Exchange Date or Call Date.
Dividends
Bristol-Myers High Low per Share
------------- ---- --- ---------
(CUSIP 110122108)
1996
First Quarter............... 22 7/16 20 7/16 $0.1875
Second Quarter.............. 22 1/2 19 15/16 0.1875
Third Quarter............... 24 11/32 21 11/32 0.1875
Fourth Quarter.............. 28 15/16 24 3/8 0.1875
1997
First Quarter............... 34 1/2 26 25/32 0.19
Second Quarter.............. 42 5/16 29 1/8 0.19
Third Quarter............... 43 19/32 36 1/4 0.19
Fourth Quarter.............. 48 29/32 40 27/32 0.19
1998
First Quarter............... 54 1/4 44 29/32 0.195
Second Quarter.............. 59 7/32 49 19/32 0.195
Third Quarter............... 62 29/32 48 15/16 0.195
Fourth Quarter.............. 66 29/32 46 1/8 0.195
1999
First Quarter............... 66 3/16 58 7/8 0.215
Second Quarter.............. 70 7/16 57 7/16 0.215
Third Quarter
(through August 12, 1999). 75 7/16 64 5/8 0.215
Historical prices have been adjusted for two
separate 2-for-1 stock splits of the common
stock of Bristol-Myers Squibb Company, which
became effective in the first quarter of 1997
and the first quarter of 1999, respectively.
Dividends
Merck High Low per Share
------ ---- --- ---------
(CUSIP 589331107)
1996
First Quarter............... 35 3/8 30 11/16 $0.17
Second Quarter.............. 33 1/16 28 1/2 0.17
Third Quarter............... 35 3/8 30 9/16 0.17
Fourth Quarter.............. 42 1/8 34 13/16 0.20
1997
First Quarter............... 49 7/8 39 7/8 0.20
Second Quarter.............. 51 3/4 40 3/4 0.21
Third Quarter............... 53 15/32 45 13/32 0.21
Fourth Quarter.............. 53 21/32 42 1/2 0.225
1998
First Quarter............... 66 3/16 51 9/16 0.225
Second Quarter.............. 66 7/8 56 9/32 0.225
Third Quarter............... 69 5/16 57 31/32 0.225
Fourth Quarter.............. 79 13/32 62 15/32 0.27
1999
First Quarter............... 86 3/8 68 1/2 0.27
Second Quarter.............. 85 1/16 66 0.27
Third Quarter
(through August 12, 1999). 75 1/2 60 15/16 0.27
Historical prices have been adjusted for a
2-for-1 stock split of the common stock of
Merck & Co., Inc., which became effective in
the first quarter of 1999.
Dividends
Pfizer High Low per Share
------ ---- --- ---------
(CUSIP 717081103)
1996
First Quarter............... 11 45/64 10 1/8 $0.05
Second Quarter.............. 12 5/8 10 49/64 0.05
Third Quarter............... 13 3/16 11 5/8 0.05
Fourth Quarter.............. 15 5/64 13 9/64 0.05
1997
First Quarter............... 16 7/16 13 5/8 0.0567
Second Quarter.............. 20 21/64 13 57/64 0.0567
Third Quarter............... 21 1/4 17 29/64 0.0567
Fourth Quarter.............. 25 15/16 20 1/16 0.0567
1998
First Quarter............... 33 15/64 24 41/64 0.0633
Second Quarter.............. 39 13/64 32 1/2 0.0633
Third Quarter............... 39 9/16 31 0.0633
Fourth Quarter.............. 41 63/64 29 51/64 0.0633
1999
First Quarter............... 47 43/64 37 51/64 0.0733
Second Quarter.............. 50 31 45/64 0.0733
Third Quarter
(through August 12, 1999). 38 5/8 32 5/8 0.08
Historical prices have been adjusted for a
2-for-1 stock split of the common stock of
Pfizer Inc., which became effective in the
second quarter of 1997 and a 3-for-1 stock
split of the common stock of Pfizer Inc.
which became effective in the second quarter
of 1999.
We make no representation as to the amount of
dividends, if any, that the issuers of the
Basket Stocks 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 the Basket Stocks.
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 the Basket Stocks 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 the Basket Stocks. Our purchase activity
could potentially have increased the price of
the Basket Stocks, and therefore effectively
have increased the level to which the Basket
Stocks must rise before you would receive an
amount of the Basket Stocks 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 the
Basket Stocks, options contracts on the
Basket Stocks 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
have, or any of our affiliates has, engaged
in or may engage in has had or will have a
material impact on the price of the Basket
Stocks we cannot give any assurance that we
have not or will not affect such prices 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 Basket Stocks.
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 Basket Stocks in
the open market. See "Use of Proceeds and
Hedging" above.
We have agreed to indemnify the Agent against
certain liabilities under the Securities Act of
1933, as amended.
ERISA Matters for Pension
Plans And Insurance
Companies..................... We and certain of our affiliates, including
MS & Co. and Dean Witter Reynolds Inc.
("DWR"), may each be considered a "party in
interest" within the meaning of the Employee
Retirement Income Security Act of 1974, as
amended ("ERISA"), or a "disqualified person"
within the meaning of the Internal Revenue
Code of 1986, as amended (the "Code") with
respect to many employee benefit plans.
Prohibited transactions within the meaning of
ERISA or the Code may arise, for example, if
the Notes are acquired by or with the assets
of a pension or other employee benefit plan
with respect to which MS & Co., DWR or any of
their affiliates is a service provider,
unless the Notes are acquired pursuant to an
exemption from the prohibited transaction
rules.
The acquisition of the Notes may be eligible
for one of the exemptions noted below if such
acquisition:
(a) (i) is made solely with the assets of a
bank collective investment fund and (ii)
satisfies the requirements and conditions of
Prohibited Transaction Class Exemption
("PTCE") 91-38 issued by the Department of
Labor ("DOL");
(b) (i) is made solely with assets of an
insurance company pooled separate account and
(ii) satisfies the requirements and
conditions of PTCE 90-1 issued by the DOL;
(c) (i) is made solely with assets managed by
a qualified professional asset manager and
(ii) satisfies the requirements and
conditions of PTCE 84-14 issued by the DOL;
(d) is made solely with assets of a
governmental plan (as defined in Section
3(32) of ERISA) which is not subject to the
provisions of Section 401 of the Code;
(e) (i) is made solely with assets of an
insurance company general account and (ii)
satisfies the requirements and conditions of
PTCE 95-60 issued by the DOL; or
(f) (i) is made solely with assets managed by
an in-house asset manager and (ii) satisfies
the requirements and conditions of PTCE 96-23
issued by the DOL.
Under ERISA, assets of a pension or other
employee benefit plan may include assets held
in the general account of an insurance company
which has issued an insurance policy to such
plan or assets of an entity in which the plan
has invested. In addition to considering the
consequences of holding the Notes, employee
benefit plans subject to ERISA (or insurance
companies deemed to be investing ERISA plan
assets) purchasing the Notes should consider
the possible implications of owning the
Basket Stocks. Thus, any insurance company,
pension or employee benefit plan or entity
holding assets of such a plan proposing to
invest in the Notes should consult with its
legal counsel prior to such investment.
United States Federal
Taxation...................... The Notes are Optionally Exchangeable Notes
and investors should refer to the discussion
under "United States Federal
Taxation--Notes--Optionally Exchangeable
Notes" in the accompanying prospectus
supplement. In connection with the
discussion thereunder, we have determined
that the "comparable yield" is an annual rate
of 7.22%, 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 $1,358.20.
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.
<PAGE>
ANNEX A
OFFICIAL NOTICE OF EXCHANGE
Dated: [On or after November 17, 1999]
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. Incorporated, as
Calculation Agent
1585 Broadway
New York, New York 10036
Fax No.: (212) 761-0674
(Attn: Lily Lam)
Dear Sirs:
The undersigned holder of the Medium Term Notes, Series C, Senior Fixed
Rate Notes, Exchangeable Notes due August 17, 2005 (Exchangeable for Shares of
Common Stock of Three Pharmaceutical Corporations (the "Basket Stocks")) of
Morgan Stanley Dean Witter & Co. (CUSIP No. 617446DN6) (the "Notes") hereby
irrevocably elects to exercise with respect to the principal amount of the Notes
indicated below, as of the date hereof (or, if this letter is received after
11:00 a.m. on any Trading Day, as of the next Trading Day), provided that such
day is prior to the earliest of (i) August 17, 2005, (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. 23 dated August 12, 1999 (the
"Pricing Supplement") to the Prospectus Supplement dated May 6, 1999 and the
Prospectus dated May 5, 1999 related to Registration Statement No. 333-75289.
Terms not defined herein have the meanings given to such terms in the Pricing
Supplement. Please date and acknowledge receipt of this notice in the place
provided below on the date of receipt, and fax a copy to the fax number
indicated, whereupon Morgan Stanley Dean Witter & Co. will deliver, at its sole
option, shares of the Basket Stocks 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
----------
