PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 30 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated December 8, 1999
Rule 424(b)(3)
$65,000,000
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
-----------
0.50% Exchangeable Notes due December 13, 2004
Exchangeable for Shares of Common Stock of
Three Companies
-----------
Beginning January 13, 2000, you will be able to exchange your notes for a
basket of shares of the common stock of three companies, which we refer to as
the basket stocks, subject to our right to call all of the notes on or after
December 13, 2001.
o The principal amount and issue price of each note is $1,000.
o We will pay interest at the rate of 0.50% per year on the $1,000 principal
amount of each note. Interest will be paid semi- annually on each June 13
and December 13, beginning June 13, 2000.
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
December 8, 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 $855.615, based on the market prices of
the basket stocks at the time we priced the notes on December 8, 1999.
o Beginning January 13, 2000, 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 be entitled to any accrued but
unpaid interest.
o Beginning December 13, 2001, we have the right to call all of the notes and
pay to you the call price of $1,000. 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 We will apply to list notes on the American Stock Exchange, Inc., subject to
official notice of issuance. The AMEX symbol for the notes is "YEC.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 100%
---------------
Price to Public Agent's Commissions Proceeds to Company
--------------- ------------------- -------------------
Per Note.... 100% 0.25% 99.75%
Total....... $65,000,000 $162,500 $64,837,500
MORGAN STANLEY DEAN WITTER
<PAGE>
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PS-2
<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 $1,000 We, Morgan Stanley Dean Witter & Co., are offering
you 0.50% Exchangeable Notes due December 13, 2004,
which you may exchange for a basket of shares of
common stock of three companies beginning on January
13, 2000. We refer to the shares of common stock of
the three companies as the basket stocks. The
principal amount and issue price of each note is
$1,000. If you hold the notes to maturity, which is
December 13, 2004, we will pay $1,000 per note to
you.
0.50% interest on the We will pay interest on the notes, at the rate of
principal amount 0.50% of the principal amount per year,
semi-annually on each June 13 and December 13,
beginning June 13, 2000.
Your Exchange Right
The initial basket Beginning January 13, 2000, you may exchange each
value is $855.615 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 December 8, 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
$855.615, based on the market prices of the basket
stocks at the time we priced the notes on December
8, 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.
PS-3
<PAGE>
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 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 December 13, 2001, we have the right to
call all of the notes. If we call the notes, we
will do the following:
o send a notice announcing that we have decided to
call the notes;
o specify in the notice a call date when you will
receive payment in exchange for delivering your
notes to the trustee; that call date will not be
less than 30 or more than 60 days after the date
of the notice; and
o specify in the notice the number of shares of
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 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, 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 December 8, 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:
Percent
Represented Initial
in Initial Stock Exchange Initial
Issuer of Basket Stock Ticker Basket Value Price Ratio Value
- ---------------------- ------ ------------ ----- ----- -----
Citigroup Inc............. C 33.333% $56.7938 5.02177 $285.205
EMC Corporation........... EMC 33.333% $94.7933 3.00871 $285.205
Tyco International Ltd.... TYC 33.333% $35.9172 7.94062 $285.205
PS-4
<PAGE>
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).
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.
Yield to Maturity Less Than These notes pay interest at the rate of
Interest on Ordinary Notes 0.50% of the principal amount per year. This
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 the basket
stocks, you will not receive any accrued but
unpaid interest.
Notes May Not Be There may be little or no secondary market
Actively Traded for the notes. Although we will apply to list
the notes on the American Stock Exchange,
Inc., the listing has not been approved. Even
if there is a secondary market, it may not
provide enough liquidity to allow you to
trade or sell the notes easily. MS & Co.
currently intends to act as a market maker
for the notes, but is not required to do so.
Market Price of Notes Several factors, many of which are beyond our
Influenced by Many control, will influence the value of the
Unpredictable Factors notes, including:
o the market price of 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.
PS-6
<PAGE>
No Affiliation with We are not affiliated with any of the issuers
the Issuers of the Basket of the basket stocks. We or our subsidiaries
Stocks may presently or from time to time engage in
business with one or more of the issuers of
the basket stocks, including extending loans
to, entering into loans with, 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
Shareholder Rights voting 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.
PS-7
<PAGE>
Potential Conflicts of As calculation agent, MS & Co. will calculate
Interest between You the basket value, how many shares of the
and the Calculation basket stocks you will receive in exchange
Agent and Other for your notes and what adjustments should be
Affiliates of Ours made to the 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. We or
our subsidiaries may issue other securities
linked to the basket stocks. 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, which will be higher than
the 0.50% interest rate you will receive 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.
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 0.50% Exchangeable Notes due December 13, 2004
(Exchangeable for Shares of Common Stock of Three Companies). In this pricing
supplement, the terms "MSDW," "we," "us" and "our" refer to Morgan Stanley Dean
Witter & Co.
Principal Amount.............. $65,000,000
Maturity Date................. December 13, 2004
Specified Currency............ U.S. Dollars
Issue Price................... 100%
Interest Rate................. 0.50% per annum
Interest Payment Dates........ June 13 and December 13, beginning June 13,
2000
Original Issue Date
(Settlement Date)............. December 13, 1999
CUSIP......................... 617446DQ9
Minimum Denominations......... $1,000
Initial Basket Value.......... $855.615. Based on the market prices of the
Basket Stocks at the time we priced the notes
on December 8, 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 December 8, 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>
Citigroup Inc. ("Citigroup").......... C 33.333% $56.7938 5.02177 $285.205
EMC Corporation ("EMC")............... EMC 33.333% $94.7933 3.00871 $285.205
Tyco International Ltd. ("Tyco")...... TYC 33.333% $35.9172 7.94062 $285.205
</TABLE>
PS-9
<PAGE>
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 receive 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 Payment Date on the principal
amount that you exchange.
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 January 13, 2000 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.
PS-10
<PAGE>
Company Call Right ........... On or after December 13, 2001, 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 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 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. 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 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
December 13, 2001 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.................... $1,000 per Note
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 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 Event
or otherwise, the Market Price for any
Trading Day shall be the mean, as determined
PS-11
<PAGE>
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.
PS-12
<PAGE>
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
PS-13
<PAGE>
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 Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to the Exchange
PS-14
<PAGE>
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
PS-15
<PAGE>
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
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
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 and unpaid interest
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 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.
PS-16
<PAGE>
Citigroup Inc. is a diversified holding
company whose businesses provide a broad
range of financial services to consumers and
corporate customers around the world, and its
Commission file number is 1-9924.
EMC Corporation designs, manufacturers,
markets and supports a wide range of
hardware, software and service products for
the enterprise storage markets, and its
Commission file number is 1-9853.
Tyco International Ltd. engages in the
manufacture and distribution of disposable
medical supplies and other specialty
products, the design, manufacture,
installation and service of fire detection and
suppression systems and the manufacture and
distribution of flow control products and
electrical and electronic components, and its
Commission file number is 0-16979.
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 Initial Basket
Value and 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 Basket Stocks or the
Basket as a whole.
We and/or our subsidiaries may presently or
from time to time engage in business with the
issuers of the Basket Stocks, including
extending loans to, entering into loans with,
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
and/or our subsidiaries 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
PS-17
<PAGE>
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 December 8,
1999. The market price of each Basket Stock
when we priced the notes on December 8, 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
Citigroup High Low per Share
--------------- ---- --- ---------
(CUSIP 172967101)
1996
First Quarter................ 15 1/2 12 25/32 0.05
Second Quarter............... 15 13/64 12 2/3 0.05
Third Quarter................ 16 3/8 13 29/64 0.05
Fourth Quarter............... 21 1/16 16 43/64 0.05
1997
First Quarter................ 25 57/64 19 25/32 0.066
Second Quarter............... 29 21/64 20 39/64 0.066
Third Quarter................ 32 9/64 28 7/32 0.066
Fourth Quarter............... 37 45/64 28 57/64 0.066
1998
First Quarter................ 42 31 3/8 0.083
Second Quarter............... 48 43/64 39 37/64 0.083
Third Quarter................ 48 27/64 25 0.083
Fourth Quarter............... 35 1/4 21 11/64 0.12
1999
First Quarter................ 44 33 35/64 0.12
Second Quarter............... 50 7/8 41 9/16 0.14
Third Quarter................ 49 1/16 42 1/8 0.14
Fourth Quarter
(through December 8, 1999). 58 1/8 52 1/8 0.14
Historical prices have been adjusted for three
separate 3-for-2 stock splits of the common
stock of Citigroup Inc., which became
effective in the second quarter of 1996, the
fourth quarter of 1997 and the second quarter
of 1999, respectively, and for a 4-for-3 stock
split, which became effective in the fourth
quarter of 1996.
PS-18
<PAGE>
Dividends
EMC High Low per Share
------- ---- --- ---------
(CUSIP 268648102)
1996
First Quarter................ 5 1/2 3 29/32 -
Second Quarter............... 5 25/32 4 1/2 -
Third Quarter................ 5 13/16 4 7/32 -
Fourth Quarter............... 8 5/8 5 9/16 -
1997
First Quarter................ 9 13/16 8 1/32 -
Second Quarter............... 10 5/32 8 1/8 -
Third Quarter................ 15 7/16 9 51/64 -
Fourth Quarter............... 16 1/4 11 13/16 -
1998
First Quarter................ 19 13/32 12 19/32 -
Second Quarter............... 23 1/2 17 31/32 -
Third Quarter................ 30 15/16 22 7/32 -
Fourth Quarter............... 42 1/2 22 19/32 -
1999
First Quarter................ 64 15/16 43 1/2 -
Second Quarter............... 67 15/32 47 3/4 -
Third Quarter................ 74 5/8 53 5/8 -
Fourth Quarter
(through December 8, 1999). 95 9/16 63 -
Historical prices have been adjusted for two
2-for-1 stock splits of the common stock of
EMC Corporation, which became effective in the
fourth quarter of 1997 and the second quarter
of 1999, respectively.
Dividends
Tyco High Low per Share
------ ---- --- ---------
(CUSIP 902124106)
1996
First Quarter................ 9 11/16 8 3/6 0.0125
Second Quarter............... 10 5/16 8 15/16 0.0125
Third Quarter................ 11 5/32 9 1/4 0.0125
Fourth Quarter............... 13 11/16 10 13/16 0.0125
1997
First Quarter................ 15 7/16 13 1/8 0.0125
Second Quarter............... 17 55/64 13 19/32 0.0125
Third Quarter................ 21 1/4 17 45/64 0.0125
Fourth Quarter............... 22 17/32 18 3/32 0.0125
1998
First Quarter................ 28 5/16 21 1/2 0.0125
Second Quarter............... 31 1/2 25 25/32 0.0125
Third Quarter................ 34 9/32 26 1/8 0.0125
Fourth Quarter............... 38 7/32 22 3/8 0.0125
1999
First Quarter................ 39 19/32 34 4/16 0.0125
Second Quarter............... 47 3/8 35 19/32 0.0125
Third Quarter................ 52 11/16 47 7/16
Fourth Quarter
(through December 8, 1999). 52 31/32 35 0.0125
Historical prices have been adjusted for two
2-for-1 stock splits of the common stock of
Tyco International Ltd., which became
effective in the fourth quarter of 1997 and
the fourth quarter of 1999, respectively.
PS-19
<PAGE>
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 subsidiaries and
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
PS-20
<PAGE>
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 6.95%, 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
PS-21
<PAGE>
to each integral multiple thereof) consists of
the semi-annual coupons and an additional
projected amount due at maturity, equal to
$1,380.40.
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-22
<PAGE>
ANNEX A
OFFICIAL NOTICE OF EXCHANGE
Dated: [On or after January 13, 2000]
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, 0.50% Exchangeable Notes due December 13, 2004 (Exchangeable for
Shares of Common Stock of Three Companies (the "Basket Stocks")) of Morgan
Stanley Dean Witter & Co. (CUSIP No. 617446DQ9) (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) December 13, 2004, (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. 30 dated December 8, 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
-----------
