PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 10 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated May 26, 1999
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Senior Euro Fixed Rate Notes Due 2004
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We may not redeem these Global Medium-Term Notes, Series E (Senior Euro
Fixed Rate Notes Due 2004) prior to the maturity date other than under the
circumstances described under "Description of Notes--Tax Redemption" in the
accompanying prospectus supplement.
We will issue the notes only in bearer form, which form is further
described under "Description of Notes -- Forms of Notes" in the accompanying
prospectus supplement. You may not exchange notes in bearer form at any time for
notes in registered form.
We describe the basic features of this type of note in the section called
"Description of Notes -- Fixed Rate Notes" in the accompanying prospectus
supplement, subject to and as modified by the provisions described below.
Principal Amount: Euro 15,000,000
Maturity Date: June 2, 2004
Settlement Date
(Original Issue Date): June 2, 1999
Interest Accrual Date: N/A
Issue Price: 100%
Specified Currency: Euro
Redemption Percentage
at Maturity: 100%, plus a Supplemental Redemption Amount, which may
be zero. See "Other Provisions -- Supplemental
Redemption Amount" below.
Initial Redemption
Percentage: N/A
Annual Redemption
Percentage Reduction: N/A
Optional Repayment
Date(s): N/A
Interest Rate: 0.00% per year
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Interest Payment Dates: N/A
Interest Payment Period: N/A
Calculation Agent: The Chase Manhattan Bank (London)
Determination Agent: Morgan Stanley & Co. International Limited
Business Days: New York, London, TARGET
Denominations: Euro 100,000
Common Code: 9822976
ISIN: XS0098229767
Other Provisions: See below
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
Supplemental
Redemption
Amount: (i) if the 15-Year Euro Swap Rate is more than twenty basis
points greater than the 15-Year GBP Swap Rate, as determined by
the Calculation Agent on the Determination Date, then the
Supplemental Redemption Amount will be zero.
(ii) if the 15-Year Euro Swap Rate is between twenty and ten
basis points (inclusive) greater than the 15-Year GBP Swap
Rate, as determined by the Calculation Agent on the
Determination Date, then the Supplemental Redemption Amount
will be the product of the principal amount of each note times
the product of (a) 32% times (b)(1) the sum of 20 basis
points and the difference between the 15-Year GBP Swap Rate
and the 15-Year Euro Swap Rate, divided by (2) ten basis
points.
(iii) if the 15-Year Euro Swap Rate is less than ten basis
points greater than the 15-Year GBP Swap Rate, as determined
by the Calculation Agent on the Determination Date, then the
Supplemental Redemption Amount will be the product of 32%
times the principal amount of each note.
(iv) in the event that the euro has been substituted for the
sterling, the Supplemental Redemption Amount will be the
product of 32% times the principal amount of each note.
15-Year GBP
Swap Rate: The 15-year GBP Swap Rate is the mid-market quotation of the
GBP Reference Rate determined on the following basis:
(i) the Determination Agent will request each of the five
leading dealers in the market for interest rate swap
transactions selected by the Determination Agent to provide
its mid-market quotation of the GBP Reference Rate in
respect of GBP for a period of 15 years at approximately
11:00 a.m. (London time) on the Determination Date;
(ii) if at least three such quotations are provided, the
15-year GBP Swap Rate will be the arithmetic mean of such
quotations determined on the following basis:
(a) the highest quotation and the lowest quotation will be
disregarded;
(b) if two or more quotations are the highest quotation,
then only one of such highest quotations will be
disregarded;
(c) if two or more quotations are the lowest quotation,
then only one of such lowest quotations will be
disregarded;
(d) if all quotations are equal, then no such quotation
will be disregarded;
(e) if after disregarding quotations as provided above only
one such quotation remains, then the 15-year GBP Swap
Rate will equal such quotation; and
(iii) if fewer than three quotations are provided to the
Determination Agent under sub-paragraph (a) above, the
Determination Agent will request quotations from such
additional leading dealers in such market as may be
necessary to ensure that least three such quotations are
provided, whereupon the 15-year GBP Swap Rate will be
determined as described above.
15-Year Euro
Swap Rate: The 15-year Euro Swap Rate is the mid-market quotation of the
Euro Reference Rate determined on the following basis:
(i) the Determination Agent will request each of five leading
dealers in the market for interest rate swap transactions
selected by the Determination Agent to provide its
mid-market quotation of the Euro Reference Rate in respect
of euro for a period of 15 years at approximately 11:00
a.m. (London time) on the Determination Date;
(ii) if at least three such quotations are provided, the
15-year Euro Swap Rate will be the arithmetic mean of such
quotations determined on the following basis:
(a) the highest quotation and the lowest quotation will be
disregarded;
(b) if two or more quotations are the highest quotation,
then only one of such highest quotations will be
disregarded;
(c) if two or more quotations are the lowest quotation,
then only one of such lowest quotations will be
disregarded;
(d) if all quotations are equal, then no such quotation
will be disregarded;
(e) if after disregarding quotations as provided above only
one such quotation remains, then the 15-year Euro Swap
Rate will equal such quotation; and
(iii) if fewer than three quotations are provided to the
Determination Agent under sub-paragraph (a) above, the
Determination Agent will request quotations from such
additional leading dealers in such market as may be
necessary to ensure that at least three such quotations are
provided, whereupon the 15-year Euro Swap Rate will be
determined as described above.
GBP Reference Rate: The semi-annual fixed rate of interest by reference to
which amounts payable by one party to a customary interest
rate swap transaction (that is, the fixed rate payer) are
calculated, assuming that:
(i) the term of such swap transaction is such specified period
beginning on the day which is the earliest day which is
customary in the relevant market on or after the day the
quote is made;
(ii) the floating rate of interest by reference to which
amounts payable by the other party to such transaction
(that is, the floating rate payer) are calculated is 6
month GBP LIBOR;
(iii) all payments by the fixed rate payer are calculated on
the basis of on Actual/365 day count fraction;
(iv) all payments by the floating rate payer are calculated on
the basis of on Actual/360 day count fraction in respect of
such specified currency;
(v) all payments to be made pursuant to such transaction are
to be made in GBP;
(vi) the payment dates under the swap transaction are
semi-annual for the fixed rate payer and semi-annual for
the floating rate payer; and
(vii) the notional amount for such transaction is an amount that
is representative for a single transaction in the relevant
market at the relevant time.
Euro Reference Rate: The annual fixed rate of interest by reference to which
amounts payable by one party to a customary interest rate
swap transaction (that is, the fixed rate payer) are
calculated, assuming that:
(i) the term of such swap transaction is such specified period
beginning on the day which is the earliest day which is
customary in the relevant market on or after the day the
quote is made;
(ii) the floating rate of interest by reference to which
amounts payable by the other party to such transaction
(that is, the floating rate payer) are calculated is 6
month euro EURIBOR;
(iii) all payments by the fixed rate payer are calculated on the
basis of on Actual/365 day count fraction;
(iv) all payments by the floating rate payer are calculated on
the basis of on Actual/360 day count fraction in respect of
such specified currency;
(v) all payments to be made pursuant to such transaction are to
be made in euro;
(vi) the payment dates under the swap transaction are annual for
the fixed rate payer and semi-annual for the floating rate
payer; and
(vii) the notional amount for such transaction is an amount that
is representative for a single transaction in the relevant
market at the relevant time.
Determination Date: Two Business Days prior to the Maturity Date
