SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY DEAN WITTER & CO.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3145972
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(State of Incorporation (IRS Employer Identification no.)
or Organization)
1585 Broadway, New York, New York 10036
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(Address of Principal (Zip Code)
Executive Offices)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [x] check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-75289
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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6% Reset Performance Equity-linked THE AMERICAN STOCK EXCHANGE
Redemption Quarterly-pay Securities
due December 15, 2001
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of the Registrant's Securities to be Registered.
The title of the class of securities to be registered hereunder is: "6%
Reset Performance Equity-linked Redemption Quarterly-pay SecuritiesSM due
December 15, 2001" (the "Reset PERQSSM"). A description of the Reset PERQS is
set forth under the caption "Description of Debt Securities" in the prospectus
included within the Registration Statement of Morgan Stanley Dean Witter & Co.
(the "Registrant") on Form S-3 (Registration No. 333-75289) (the "Registration
Statement"), as supplemented by the information under the caption "Description
of Notes" in the prospectus supplement dated May 6, 1999 and filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), which
description is incorporated herein by reference, and as further supplemented by
the description of the Reset PERQS contained in the pricing supplement dated
October [ ], 1999 to be filed pursuant to Rule 424(b) under the Act, which
contains the final terms and provisions of the Reset PERQS and is hereby deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
4.1 Proposed form of Global Note evidencing the Reset PERQS.
Page 2 of 4
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
MORGAN STANLEY DEAN WITTER & CO.
(Registrant)
Date: October [ ], 1999 By:
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Name: Martin M. Cohen
Title: Assistant Secretary
Page 3 of 4
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Reset PERQS A-1
Page 4 of 4
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR $
CUSIP: [ ]
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.
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MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
RESET PERFORMANCE EQUITY-LINKED
REDEMPTION QUARTERLY-PAY SECURITIES ("RESET PERQS")
% RESET PERQS DUE DECEMBER 15, 2001
RESET PERQS MANDATORILY EXCHANGEABLE
FOR SHARES OF COMMON STOCK OF
ORACLE CORPORATION
<TABLE>
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<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: % per MATURITY DATE:
, 1999 DATE: N/A annum (equivalent December 15 , 2001
to $ per
annum per Reset
PERQS)
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INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: , 1999 PERCENTAGE: N/A DATES: Each March REPAYMENT
__, June __, September DATE(S): N/A
__ and December __,
beginning December __,
1999
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SPECIFIED CURRENCY: ANNUAL REDEMPTION INTEREST PAYMENT APPLICABILITY OF
U.S. Dollars PERCENTAGE PERIOD: Quarterly MODIFIED
REDUCTION: N/A PAYMENT UPON
ACCELERATION:
N/A
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IF SPECIFIED APPLICABILITY OF If yes, state Issue Price:
CURRENCY OTHER ANNUAL INTEREST N/A
THAN U.S. DOLLARS, PAYMENTS: N/A
OPTION TO ELECT
PAYMENT IN U.S.
DOLLARS: N/A
- ---------------------------------------------------------------------------------------------------------------
EXCHANGE RATE ORIGINAL YIELD TO
AGENT: N/A MATURITY: N/A
- ---------------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
(See below)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
Denominations......................... $ and integral multiples thereof
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First Year Cap Price.................. $
First Year Determination Date......... December 15, 2000 (or if such date is
not a Trading Day on which no Market
Disruption Event occurs, the
immediately succeeding Trading Day on
which no Market Disruption Event
occurs).
First Year Closing Price.............. First Year Closing Price means the
product of (i) the Market Price of one
share of Cisco Stock and (ii) the
Exchange Factor, each determined as of
the First Year Determination Date.
Second Year Cap Price................. Second Year Cap Price means the
greater of (x) % of the First Year
Closing Price and (y) the First Year
Cap Price. See "Exchange at Maturity"
below.
Maturity Price........................ Maturity Price means the product of
(i) the Market Price of one share of
common stock, $.01 par value ("Oracle
Stock"), of Oracle Corporation
("Oracle") and (ii) the Exchange
Factor, each determined as of the
second scheduled Trading Day
immediately prior to maturity.
Exchange at Maturity.................. At maturity (including as a result of
acceleration under the terms of the
Senior Indenture (as defined on the
reverse hereof) or otherwise), upon
delivery of this Reset PERQS to the
Trustee, each $ principal amount of
this Reset PERQS shall be applied by
the Issuer as payment for a number of
shares of Oracle Stock at the Exchange
Ratio. The initial Exchange Ratio,
initially set at 0.5, is subject to
adjustment on the First Year
Determination Date and at maturity in
order to cap the value of the Oracle
Stock to be received upon delivery of
this Reset PERQS at $ per each $
principal amount of this Reset PERQS.
Solely for purposes of adjustment upon
the occurrence of certain corporate
events, the number of shares of Oracle
Stock to be delivered at maturity
shall also be adjusted by an Exchange
Factor, initially set at 1.0. See
"Exchange Factor" and "Antidilution
Adjustments" below.
If the First Year Closing Price, as
determined by the Calculation Agent,
is less than or equal to $ (the "First
Year Cap Price"), no adjustment to the
Exchange
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Ratio shall be made at such time. If
the First Year Closing Price exceeds
the First Year Cap Price, the Exchange
Ratio shall be adjusted by the
Calculation Agent so that the new
Exchange Ratio shall equal the product
of (i) the existing Exchange Ratio and
(ii) a fraction the numerator of which
shall be the First Year Cap Price and
the denominator of which shall be the
First Year Closing Price.
In addition, on the First Year
Determination Date, the Calculation
Agent shall establish the "Second Year
Cap Price" that shall be equal to the
greater of (x) % of the First Year
Closing Price and (y) the First Year
Cap Price. The Issuer shall cause the
Calculation Agent promptly to send
written notice of the Second Year Cap
Price and of any such adjustment to
the Exchange Ratio by first-class mail
to The Depository Trust Company, New
York, New York (the "Depositary").
If the Maturity Price, as determined
by the Calculation Agent, is less than
or equal to the Second Year Cap Price,
no further adjustment to the Exchange
Ratio shall be made. If the Maturity
Price exceeds the Second Year Cap
Price, the then existing Exchange
Ratio shall be adjusted by the
Calculation Agent so that the final
Exchange Ratio shall equal the product
of (i) the existing Exchange Ratio and
(ii) a fraction the numerator of which
shall be the Second Year Cap Price and
the denominator of which shall be the
Maturity Price.
The number of shares of Oracle Stock
to be delivered at maturity shall be
subject to any applicable adjustments
(i) to the Exchange Factor and (ii) in
the Exchange Property, as defined in
paragraph 5 under "Antidilution
Adjustments" below, to be delivered
instead of, or in addition to, such
Oracle Stock as a result of any
corporate event described under
"Antidilution Adjustments" below, in
each case, required to be made prior
to the close of business on the second
Trading Day immediately prior to
maturity.
All calculations with respect to the
Exchange Ratios for the Reset PERQS
shall be rounded to the nearest one
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hundred-thousandth, with five
one-millionths rounded upwards (e.g.,
.876545 would be rounded to .87655);
all calculations with respect to the
Second Year Cap Price will be rounded
to the nearest ten-thousandth, with
five one-hundred-thousandths rounded
upwards (e.g., $12.34567 would be
rounded to $12.3457); and all dollar
amounts related to payments at
maturity resulting from such
calculations shall be rounded to the
nearest cent with one-half cent being
rounded upwards.
The Issuer shall, or shall cause the
Calculation Agent to, (i) provide
written notice to the Trustee at its
New York office and to the Depositary,
on which notice the Trustee and the
Depositary may conclusively rely, on
or prior to 10:30 a.m. on the Trading
Day immediately prior to maturity of
this Reset PERQS, of the amount of
Oracle Stock (or the amount of
Exchange Property) to be delivered
with respect to each $ principal
amount of this Reset PERQS and of the
amount of any cash to be paid in lieu
of fractional shares of Oracle Stock
(or of any other securities included
in the Exchange Property, if
applicable) allocated to each $
principal amount of this Reset PERQS;
provided that, if the maturity date of
this Reset PERQS is accelerated (x)
because of the consummation of a
Reorganization Event (as defined in
paragraph 5 of the "Antidilution
Adjustments" below) where the Exchange
Property consists only of cash or (y)
because of an Acceleration Event or
otherwise, the Issuer shall give
notice of such acceleration as
promptly as possible, and in no case
later than two Business Days following
such deemed maturity date, (i) to the
holder of this Reset PERQS by mailing
notice of such acceleration by first
class mail, postage prepaid and (ii)
to the Trustee and the Depositary by
telephone or facsimile confirmed by
mailing such notice to the Trustee at
its New York office and to the
Depositary by first class mail,
postage prepaid. Any notice that is
mailed in the manner herein provided
shall be conclusively presumed to have
been duly given, whether or not the
holder of this Reset PERQS receives
the notice. If the maturity of this
Reset PERQS is accelerated in the
manner described in the immediately
preceding sentence, no interest on the
amounts payable with respect to this
Reset PERQS shall
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accrue for the period from and after
such accelerated maturity date;
provided, that the Issuer has
deposited with the Exchange Agent the
Oracle Stock, the Exchange Property or
any cash due with respect to such
acceleration.
The Issuer shall, or shall cause the
Calculation Agent to, deliver any such
shares of Oracle Stock (or any
Exchange Property) and cash in respect
of interest and any fractional shares
of Oracle Stock (or any Exchange
Property) and cash otherwise due upon
any acceleration described above to
the Trustee for delivery to the
holder. The Calculation Agent shall
determine the Exchange Ratio
applicable at the maturity of this
Reset PERQS and calculate the Exchange
Factor. References to payment "per
Reset PERQS" refer to each $ principal
amount of this Reset PERQS.
If this Reset PERQS is not surrendered
for exchange at maturity, it shall be
deemed to be no longer Outstanding
under, and as defined in, the Senior
Indenture (as defined on the reverse
hereof), except with respect to the
holder's right to receive the Oracle
Stock (and, if applicable, any
Exchange Property) due at maturity.
No Fractional Shares.................. Upon delivery of this Reset PERQS to
the Trustee at maturity (including as
a result of an acceleration or
otherwise), the Issuer shall deliver
the aggregate number of shares of
Oracle Stock due with respect to this
Reset PERQS, as described above, but
the Issuer shall pay cash in lieu of
delivering any fractional share of
Oracle Stock in an amount equal to the
corresponding fractional Market Price
of such fraction of a share of Oracle
Stock as determined by the Calculation
Agent as of the second scheduled
Trading Day prior to maturity of this
Reset PERQS.
Exchange Factor....................... The Exchange Factor shall be set
initially at 1.0, but shall be subject
to adjustment upon the occurrence of
certain corporate events through and
including the second scheduled Trading
Day immediately prior to maturity. See
"Antidilution Adjustments" below.
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<PAGE>
Market Price.......................... If Oracle 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 Oracle 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 amended (the "Exchange Act"),
on which Oracle 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 Oracle Stock (or any such
other 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 Oracle Stock (or
any such other security) obtained from
as many dealers in such stock (which
may include MS & Co. or any of the
Issuer's 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 ("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.
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<PAGE>
Acceleration Event.................... If on any date the product of the
Market Price per share of Oracle
Stock, as determined by the
Calculation Agent, and the Exchange
Factor is less than $4.00, the
maturity date of this Reset PERQS
shall be deemed to be accelerated to
such date, and each $ principal amount
of this Reset PERQS shall be applied
by the Issuer as payment for a number
of shares of Oracle Stock at the then
current Exchange Ratio, as adjusted by
the then current Exchange Factor. See
also "Antidilution Adjustments" below.
Calculation Agent..................... Morgan Stanley & Co. Incorporated and
its successors ("MS & Co.").
Antidilution Adjustments.............. The Exchange Factor shall be adjusted
by the Calculation Agent as follows:
1. If Oracle Stock is subject to a
stock split or reverse stock split,
then once such split has become
effective, the Exchange Factor shall
be adjusted to equal the product of
the prior Exchange Factor and the
number of shares issued in such stock
split or reverse stock split with
respect to one share of Oracle Stock.
2. If Oracle Stock is subject (i)
to a stock dividend (issuance of
additional shares of Oracle Stock)
that is given ratably to all holders
of shares of Oracle Stock or (ii) to a
distribution of Oracle Stock as a
result of the triggering of any
provision of the corporate charter of
Oracle, then once the dividend has
become effective and Oracle Stock is
trading ex-dividend, the Exchange
Factor shall be adjusted so that the
new Exchange Factor shall equal the
prior Exchange Factor plus the product
of (i) the number of shares issued
with respect to one share of Oracle
Stock and (ii) the prior Exchange
Factor.
3. There shall be no adjustments to
the Exchange Factor to reflect cash
dividends or other distributions paid
with respect to Oracle Stock other
than distributions described in
clauses (i) and (v) of paragraph 5
below and Extraordinary Dividends as
described below. A cash dividend or
other distribution with respect to
Oracle Stock shall be deemed to be an
"Extraordinary Dividend"
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<PAGE>
if such dividend or other distribution
exceeds the immediately preceding
non-Extraordinary Dividend for Oracle
Stock by an amount equal to at least
10% of the Market Price of Oracle
Stock (as adjusted for any subsequent
corporate event requiring an
adjustment hereunder, such as a stock
split or reverse stock split) 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 Oracle
Stock, the Exchange Factor with
respect to Oracle Stock shall be
adjusted on the ex- dividend date with
respect to such Extraordinary Dividend
so that the new Exchange Factor shall
equal the product of (i) the then
current Exchange Factor 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 Oracle
Stock shall equal (i) in the case of
cash dividends or other distributions
that constitute regular dividends, the
amount per share of such Extraordinary
Dividend minus the amount per share of
the immediately preceding
non-Extraordinary Dividend for Oracle
Stock or (ii) in the case of cash
dividends or other distributions that
do not constitute regular 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 shall be determined by the
Calculation Agent, whose determination
shall be conclusive. A distribution on
the Oracle Stock described in clauses
(i) and (v) of paragraph 5 below that
also constitutes an Extraordinary
Dividend shall cause an adjustment to
the Exchange Factor pursuant only to
clause (i) or clause (v) of paragraph
5, as applicable.
4. If Oracle issues rights or
warrants to all holders of Oracle
Stock to subscribe for or purchase
Oracle Stock at an exercise price per
share less than the Market Price of
the Oracle Stock on both (i) the date
the exercise price of such rights or
warrants is determined and (ii) the
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expiration date of such rights or
warrants, and if the expiration date
of such rights or warrants precedes
the maturity of this Reset PERQS, then
the Exchange Factor shall be adjusted
to equal the product of the prior
Exchange Factor and a fraction, the
numerator of which shall be the number
of shares of Oracle Stock outstanding
immediately prior to the issuance of
such rights or warrants plus the
number of additional shares of Oracle
Stock offered for subscription or
purchase pursuant to such rights or
warrants and the denominator of which
shall be the number of shares of
Oracle Stock outstanding immediately
prior to the issuance of such rights
or warrants plus the number of
additional shares of Oracle Stock
which the aggregate offering price of
the total number of shares of Oracle
Stock so offered for subscription or
purchase pursuant to such rights or
warrants would purchase at the Market
Price on the expiration date of such
rights or warrants, which shall be
determined by multiplying such total
number of shares offered by the
exercise price of such rights or
warrants and dividing the product so
obtained by such Market Price.
5. If (i) there occurs any
reclassification or change of Oracle
Stock, including, without limitation,
as a result of the issuance of any
tracking stock by Oracle, (ii) Oracle
or any surviving entity or subsequent
surviving entity of Oracle (a "Oracle
Successor") has been subject to a
merger, combination or consolidation
and is not the surviving entity, (iii)
any statutory exchange of securities
of Oracle or any Oracle Successor with
another corporation occurs (other than
pursuant to clause (ii) above), (iv)
Oracle is liquidated, (v) Oracle
issues to all of its shareholders
equity securities of an issuer other
than Oracle (other than in a
transaction described in clauses (ii),
(iii) or (iv) above) (a "Spin-off
Event") or (vi) a tender or exchange
offer or going-private transaction is
consummated for all the outstanding
shares of Oracle Stock (any such event
in clauses (i) through (vi) a
"Reorganization Event"), the method of
determining the amount payable upon
exchange at maturity for this Reset
PERQS shall be adjusted to provide
that each holder of this Reset PERQS
shall be entitled to receive at
maturity,
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in respect of each $ principal
amount of this Reset PERQS,
securities, cash or any other assets
distributed in any such Reorganization
Event, including, in the case of the
issuance of tracking stock, the
reclassified share of Oracle Stock
and, in the case of a Spin-off Event,
the share of Oracle Stock with respect
to which the spun-off security was
issued (collectively, the "Exchange
Property") in an amount with a value
equal to the product of the final
Exchange Ratio and the Transaction
Value. In addition, following a
Reorganization Event, the method of
determining the Maturity Price shall
be adjusted so that the Maturity Price
shall mean the Transaction Value as of
the second scheduled Trading Day
immediately prior to maturity, and if
the Reorganization Event occurs prior
to the First Year Determination Date,
the First Year Closing Price shall
mean the Transaction Value determined
as of the First Year Determination
Date. Notwithstanding the above, if
the Exchange Property received in any
such Reorganization Event consists
only of cash, the maturity date of
this Reset PERQS shall be deemed to be
accelerated to the date on which such
cash is distributed to holders of
Oracle Stock and the holder of this
Reset PERQS shall receive in lieu of
any Oracle Stock and as liquidated
damages in full satisfaction of the
Issuer's obligations under this Reset
PERQS the product of (i) the
Transaction Value as of such date and
(ii) the then current Exchange Ratio
adjusted as if such date were the next
to occur of either the First Year
Determination Date or the second
scheduled Trading Day prior to
maturity. If Exchange Property
consists of more than one type of
property, the holder of this Reset
PERQS shall receive at maturity a pro
rata share of each such type of
Exchange Property. If Exchange
Property includes a cash component,
the holder of this Reset PERQS will
not receive any interest accrued on
such cash component. "Transaction
Value" at any date means (i) for any
cash received in any such
Reorganization Event, the amount of
cash received per share of Oracle
Stock, as adjusted by the Exchange
Factor at the time of such
Reorganization Event, (ii) for any
property other than cash or securities
received in any such Reorganization
Event, the market value, as determined
by the Calculation Agent, as of the
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date of receipt, of such Exchange
Property received for each share of
Oracle Stock, as adjusted by the
Exchange Factor at the time of such
Reorganization Event and (iii) for any
security received in any such
Reorganization Event, an amount equal
to the Market Price, as of the date on
which the Transaction Value is
determined, per share of such security
multiplied by the quantity of such
security received for each share of
Oracle Stock, as adjusted by the
Exchange Factor at the time of such
Reorganization Event. In the event
Exchange Property consists of
securities, those securities will, in
turn, be subject to the antidilution
adjustments set forth in paragraphs 1
through 5.
For purposes of paragraph 5 above, in
the case of a consummated tender or
exchange offer or going-private
transaction involving Exchange
Property of a particular type,
Exchange Property shall be deemed to
include the amount of cash or other
property paid by the offeror in the
tender or exchange offer with respect
to such Exchange Property (in an
amount determined on the basis of the
rate of exchange in such tender or
exchange offer or a going-private
transaction). In the event of a tender
or exchange offer or going-private
transaction with respect to Exchange
Property in which an offeree may elect
to receive cash or other property,
Exchange Property shall be deemed to
include the kind and amount of cash
and other property received by
offerees who elect to receive cash.
No adjustments to the Exchange Factor
shall be required unless such
adjustment would require a change of
at least 0.1% in the Exchange Factor
then in effect. The Exchange Factor
resulting from any of the adjustments
specified above will be rounded to the
nearest one hundred-thousandth with
five one-millionths being rounded
upward.
No adjustments to the Exchange Factor
or method of calculating the Exchange
Ratio shall be made other than those
specified above.
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Notwithstanding the foregoing, the
amount payable by the Issuer at
maturity with respect to this Reset
PERQS, determined as of the second
scheduled Trading Day prior to
maturity, shall not under any
circumstances exceed an amount of
Oracle Stock having a market price of
$ as of such second scheduled
Trading Day.
The Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to the
Exchange Factor or method of
calculating the Exchange Ratio and of
any related determinations and
calculations with respect to any
distributions of stock, other
securities or other property or assets
(including cash) in connection with
any corporate event described in
paragraph 5 above, and its
determinations and calculations with
respect thereto shall be conclusive.
The Calculation Agent shall provide
information as to any adjustments to
the Exchange Factor or method of
calculating the Exchange Ratio upon
written request by any holder of this
Reset PERQS.
Market Disruption Event............... "Market Disruption Event" means, with
respect to Oracle Stock (and my other
security that may be included as
Exchange Property):
(i) a suspension, absence or
material limitation of trading of
Oracle Stock (or any such security)
on the primary market for Oracle
Stock (or any such security) 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 Oracle Stock (or any
such security) as a result of which
the reported trading prices for
Oracle Stock (or any such security)
during the last one-half hour
preceding the closing of trading in
such market are materially
inaccurate; or the suspension or
material limitation on the primary
market for trading in options
contracts related to Oracle Stock
(or any such security), if
available, during the one-half hour
period preceding the close of
trading in the applicable
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market, in each case as determined
by the Calculation Agent in its
sole discretion; 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 the
Issuer or any of its affiliates to
unwind all or a material portion of
the hedge with respect to the %
Reset PERQS due December 15, 2001
(Mandatorily Exchangeable for
Shares of Common Stock of Oracle
Corporation).
For purposes of determining whether a
Market Disruption Event has occurred:
(1) a limitation on the hours or
number of days of trading shall 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 shall 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 Oracle Stock (or any such
security) 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 shall constitute a
suspension, absence or material
limitation of trading in options
contracts related to Oracle Stock (or
any such security) and (5) a
suspension, absence or material
limitation of trading on the primary
securities market on which options
contracts related to Oracle Stock (or
any such security) are traded shall
not include any time when such
securities market is itself closed for
trading under ordinary circumstances.
A-14
<PAGE>
Treatment of Reset PERQS for
United States Federal
Income Tax Purposes................... The Issuer, by its sale of this Reset
PERQS, and the holders of this Reset
PERQS (and any successor holder of
this Reset PERQS), by its respective
purchase thereof, agree (in the
absence of an administrative
determination or judicial ruling to
the contrary) to characterize this
Reset PERQS for all tax purposes as an
investment unit consisting of (i) a
deposit with the Issuer of an amount
of cash, equal to the Issue Price, to
secure the holder's obligation to
purchase the Oracle Stock (the
"Deposit"), which Deposit provides for
quarterly interest payments at a rate
of % per annum, and (ii) a contract
(the "Forward Contract") that requires
the holder of this Reset PERQS to
purchase, and the Issuer to sell, for
an amount equal to $ (the "Forward
Price"), the Oracle Stock at maturity
(or, alternatively, upon an earlier
redemption of this Reset PERQS).
A-15
<PAGE>
Morgan Stanley Dean Witter & Co., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to CEDE & CO., or registered assignees, the amount of Oracle Stock (or
other Exchange Property), as determined in accordance with the provisions set
forth under "Exchange at Maturity" above, due with respect to the principal sum
of U.S.$ (UNITED STATES DOLLARS) on the Maturity Date
specified above (except to the extent redeemed or repaid prior to maturity) and
to pay interest thereon at the Interest Rate per annum specified above, from and
including the Interest Accrual Date specified above until the principal hereof
is paid or duly made available for payment weekly, monthly, quarterly,
semiannually or annually in arrears as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing on the
Interest Payment Date next succeeding the Interest Accrual Date specified above,
and at maturity (or on any redemption or repayment date); provided, however,
that if the Interest Accrual Date occurs between a Record Date, as defined
below, and the next succeeding Interest Payment Date, interest payments will
commence on the second Interest Payment Date succeeding the Interest Accrual
Date to the registered holder of this Note on the Record Date with respect to
such second Interest Payment Date; and provided, further, that if this Note is
subject to "Annual Interest Payments," interest payments shall be made annually
in arrears and the term "Interest Payment Date" shall be deemed to mean the
first day of March in each year.
Interest on this Note will accrue from and including the most recent
date to which interest has been paid or duly provided for, or, if no interest
has been paid or duly provided for, from and including the Interest Accrual
Date, until, but excluding the date the principal hereof has been paid or duly
made available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the date 15
calendar days prior to such Interest Payment Date (whether or not a Business Day
(as defined below)) (each such date a "Record Date"); provided, however, that
interest payable at maturity (or any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable. As used
herein, "Business Day" means any day, other than a Saturday or Sunday, (a) that
is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close (x) in The City of New York
or (y) if this Note is denominated in a Specified Currency other than U.S.
dollars, Australian dollars or euro, in the principal financial center of the
country of the Specified Currency, or (z) if this Note is denominated in
Australian dollars, in Sydney and (b) if this Note is denominated in euro, that
is also a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer System ("TARGET") is operating (a "TARGET Settlement Day").
Payment of the principal of this Note, any premium and the interest due
at maturity (or any redemption or repayment date), unless this Note is
denominated in a Specified Currency other than U.S. dollars and is to be paid in
whole or in part in such Specified Currency, will be made in immediately
available funds upon surrender of this Note at the office or agency of the
Paying Agent, as defined on the reverse hereof, maintained for that purpose in
the Borough of Manhattan, The City of New York, or at such other paying agency
as the Issuer may determine, in U.S. dollars. U.S.
A-16
<PAGE>
dollar payments of interest, other than interest due at maturity or on any date
of redemption or repayment, will be made by U.S. dollar check mailed to the
address of the person entitled thereto as such address shall appear in the Note
register. A holder of U.S. $10,000,000 (or the equivalent in a Specified
Currency) or more in aggregate principal amount of Notes having the same
Interest Payment Date, the interest on which is payable in U.S. dollars, shall
be entitled to receive payments of interest, other than interest due at maturity
or on any date of redemption or repayment, by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received by
the Paying Agent in writing not less than 15 calendar days prior to the
applicable Interest Payment Date.
If this Note is denominated in a Specified Currency other than U.S.
dollars, and the holder does not elect (in whole or in part) to receive payment
in U.S. dollars pursuant to the next succeeding paragraph, payments of interest,
principal or any premium with regard to this Note will be made by wire transfer
of immediately available funds to an account maintained by the holder hereof
with a bank located outside the United States if appropriate wire transfer
instructions have been received by the Paying Agent in writing, with respect to
payments of interest, on or prior to the fifth Business Day after the applicable
Record Date and, with respect to payments of principal or any premium, at least
ten Business Days prior to the Maturity Date or any redemption or repayment
date, as the case may be; provided that, if payment of interest, principal or
any premium with regard to this Note is payable in euro, the account must be a
euro account in a country for which the euro is the lawful currency, provided,
further, that if such wire transfer instructions are not received, such payments
will be made by check payable in such Specified Currency mailed to the address
of the person entitled thereto as such address shall appear in the Note
register; and provided, further, that payment of the principal of this Note, any
premium and the interest due at maturity (or on any redemption or repayment
date) will be made upon surrender of this Note at the office or agency referred
to in the preceding paragraph.
If so indicated on the face hereof, the holder of this Note, if
denominated in a Specified Currency other than U.S. dollars, may elect to
receive all or a portion of payments on this Note in U.S. dollars by
transmitting a written request to the Paying Agent, on or prior to the fifth
Business Day after such Record Date or at least ten Business Days prior to the
Maturity Date or any redemption or repayment date, as the case may be. Such
election shall remain in effect unless such request is revoked by written notice
to the Paying Agent as to all or a portion of payments on this Note at least
five Business Days prior to such Record Date, for payments of interest, or at
least ten days prior to the Maturity Date or any redemption or repayment date,
for payments of principal, as the case may be.
If the holder elects to receive all or a portion of payments of
principal of and any premium and interest on this Note, if denominated in a
Specified Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate
Agent (as defined on the reverse hereof) will convert such payments into U.S.
dollars. In the event of such an election, payment in respect of this Note will
be based upon the exchange rate as determined by the Exchange Rate Agent based
on the highest bid quotation in The City of New York received by such Exchange
Rate Agent at approximately 11:00 a.m., New
A-17
<PAGE>
York City time, on the second Business Day preceding the applicable payment date
from three recognized foreign exchange dealers (one of which may be the Exchange
Rate Agent unless such Exchange Rate Agent is an affiliate of the Issuer) for
the purchase by the quoting dealer of U.S. dollars for the Specified Currency
for settlement on such payment date in the amount of the Specified Currency
payable in the absence of such an election to such holder and at which the
applicable dealer commits to execute a contract. If such bid quotations are not
available, such payment will be made in the Specified Currency. All currency
exchange costs will be borne by the holder of this Note by deductions from such
payments.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Senior Indenture, as defined on the
reverse hereof, or be valid or obligatory for any purpose.
A-18
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.
DATED: MORGAN STANLEY DEAN WITTER & CO.
By:
------------------------------------------
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned
Senior Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
-----------------------------------------
Authorized Officer
A-19
<PAGE>
REVERSE OF SECURITY
This Note is one of a duly authorized issue of Senior Global Medium-Term
Notes, Series C, having maturities more than nine months from the date of issue
(the "Notes") of the Issuer. The Notes are issuable under an Amended and
Restated Senior Indenture, dated as of May 1, 1999, between the Issuer and The
Chase Manhattan Bank, as Trustee (the "Trustee," which term includes any
successor trustee under the Senior Indenture) (as may be amended or supplemented
from time to time, the "Senior Indenture"), to which Senior Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of the Issuer,
the Trustee and holders of the Notes and the terms upon which the Notes are, and
are to be, authenticated and delivered. The Issuer has appointed The Chase
Manhattan Bank at its corporate trust office in The City of New York as the
paying agent (the "Paying Agent," which term includes any additional or
successor Paying Agent appointed by the Issuer) with respect to the Notes. The
terms of individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates, or otherwise, all as provided in the
Senior Indenture. To the extent not inconsistent herewith, the terms of the
Senior Indenture are hereby incorporated by reference herein.
Unless otherwise indicated on the face hereof, this Note will not be
subject to any sinking fund and, unless otherwise provided on the face hereof in
accordance with the provisions of the following two paragraphs, will not be
redeemable or subject to repayment at the option of the holder prior to
maturity.
If so indicated on the face hereof, this Note may be redeemed in whole
or in part at the option of the Issuer on or after the Initial Redemption Date
specified on the face hereof on the terms set forth on the face hereof, together
with interest accrued and unpaid hereon to the date of redemption. If this Note
is subject to "Annual Redemption Percentage Reduction," the Initial Redemption
Percentage indicated on the face hereof will be reduced on each anniversary of
the Initial Redemption Date by the Annual Redemption Percentage Reduction
specified on the face hereof until the redemption price of this Note is 100% of
the principal amount hereof, together with interest accrued and unpaid hereon to
the date of redemption. Notice of redemption shall be mailed to the registered
holders of the Notes designated for redemption at their addresses as the same
shall appear on the Note register not less than 30 nor more than 60 days prior
to the date fixed for redemption or within the Redemption Notice Period
specified on the face hereof, subject to all the conditions and provisions of
the Senior Indenture. In the event of redemption of this Note in part only, a
new Note or Notes for the amount of the unredeemed portion hereof shall be
issued in the name of the holder hereof upon the cancellation hereof.
If so indicated on the face of this Note, this Note will be subject to
repayment at the option of the holder on the Optional Repayment Date or Dates
specified on the face hereof on the terms set forth herein. On any Optional
Repayment Date, this Note will be repayable in whole or in part in increments of
$1,000 or, if this Note is denominated in a Specified Currency other than U.S.
dollars, in increments of 1,000 units of such Specified Currency (provided that
any remaining principal
A-20
<PAGE>
amount hereof shall not be less than the minimum authorized denomination hereof)
at the option of the holder hereof at a price equal to 100% of the principal
amount to be repaid, together with interest accrued and unpaid hereon to the
date of repayment. For this Note to be repaid at the option of the holder
hereof, the Paying Agent must receive at its corporate trust office in the
Borough of Manhattan, The City of New York, at least 15 but not more than 30
days prior to the date of repayment, (i) this Note with the form entitled
"Option to Elect Repayment" below duly completed or (ii) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or a trust company in the United States setting forth the name of the
holder of this Note, the principal amount hereof, the certificate number of this
Note or a description of this Note's tenor and terms, the principal amount
hereof to be repaid, a statement that the option to elect repayment is being
exercised thereby and a guarantee that this Note, together with the form
entitled "Option to Elect Repayment" duly completed, will be received by the
Paying Agent not later than the fifth Business Day after the date of such
telegram, telex, facsimile transmission or letter; provided, that such telegram,
telex, facsimile transmission or letter shall only be effective if this Note and
form duly completed are received by the Paying Agent by such fifth Business Day.
Exercise of such repayment option by the holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note or Notes for the
amount of the unpaid portion hereof shall be issued in the name of the holder
hereof upon the cancellation hereof.
Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Unless otherwise provided on
the face hereof, interest payments for this Note will be computed and paid on
the basis of a 360-day year of twelve 30-day months.
In the case where the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) does not fall on a Business Day, payment of
interest, premium, if any, or principal otherwise payable on such date need not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on the Interest Payment Date or on the
Maturity Date (or any redemption or repayment date), and no interest on such
payment shall accrue for the period from and after the Interest Payment Date or
the Maturity Date (or any redemption or repayment date) to such next succeeding
Business Day.
This Note and all the obligations of the Issuer hereunder are direct,
unsecured obligations of the Issuer and rank without preference or priority
among themselves and pari passu with all other existing and future unsecured and
unsubordinated indebtedness of the Issuer, subject to certain statutory
exceptions in the event of liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and, if
denominated in U.S. dollars, is issuable only in denominations of U.S. $1,000
and any integral multiple of U.S. $1,000 in excess thereof. If this Note is
denominated in a Specified Currency other than U.S. dollars, then, unless a
higher minimum denomination is required by applicable law, it is issuable only
in denominations of the equivalent
A-21
<PAGE>
of U.S. $1,000 (rounded to an integral multiple of 1,000 units of such Specified
Currency), or any amount in excess thereof which is an integral multiple of
1,000 units of such Specified Currency, as determined by reference to the noon
dollar buying rate in The City of New York for cable transfers of such Specified
Currency published by the Federal Reserve Bank of New York (the "Market Exchange
Rate") on the Business Day immediately preceding the date of issuance.
The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal aggregate
principal amount having identical terms and provisions. All such exchanges and
transfers of Notes will be free of charge, but the Issuer may require payment of
a sum sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and executed by the
registered holder in person or by the holder's attorney duly authorized in
writing. The date of registration of any Note delivered upon any exchange or
transfer of Notes shall be such that no gain or loss of interest results from
such exchange or transfer.
In case this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, the Issuer in its discretion may execute a new Note of
like tenor in exchange for this Note, but, if this Note is destroyed, lost or
stolen, only upon receipt of evidence satisfactory to the Trustee and the Issuer
that this Note was destroyed or lost or stolen and, if required, upon receipt
also of indemnity satisfactory to each of them. All expenses and reasonable
charges associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Note shall be borne by the owner of the
Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that (a) if an Event of Default (as
defined in the Senior Indenture) due to the default in payment of principal of,
premium, if any, or interest on, any series
A-22
<PAGE>
of debt securities issued under the Senior Indenture, including the series of
Senior Medium-Term Notes of which this Note forms a part, or due to the default
in the performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of all
such series and interest accrued thereon to be due and payable immediately and
(b) if an Event of Default due to a default in the performance of any other of
the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy or insolvency of the Issuer, shall have occurred
and be continuing, either the Trustee or the holders of not less than 25% in
principal amount of all debt securities issued under the Senior Indenture then
outstanding (treated as one class) may declare the principal of all such debt
securities and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal (or premium, if
any) or interest on such debt securities) by the holders of a majority in
principal amount of the debt securities of all affected series then outstanding.
If the face hereof indicates that this Note is subject to "Modified
Payment upon Acceleration," then (i) if the principal hereof is declared to be
due and payable as described in the preceding paragraph, the amount of principal
due and payable with respect to this Note shall be limited to the aggregate
principal amount hereof multiplied by the sum of the Issue Price specified on
the face hereof (expressed as a percentage of the aggregate principal amount)
plus the original issue discount amortized from the Interest Accrual Date to the
date of declaration, which amortization shall be calculated using the "interest
method" (computed in accordance with generally accepted accounting principles in
effect on the date of declaration), (ii) for the purpose of any vote of
securityholders taken pursuant to the Senior Indenture prior to the acceleration
of payment of this Note, the principal amount hereof shall equal the amount that
would be due and payable hereon, calculated as set forth in clause (i) above, if
this Note were declared to be due and payable on the date of any such vote and
(iii) for the purpose of any vote of securityholders taken pursuant to the
Senior Indenture following the acceleration of payment of this Note, the
principal amount hereof shall equal the amount of principal due and payable with
respect to this Note, calculated as set forth in clause (i) above.
The Senior Indenture permits the Issuer and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal amount
of the debt securities of all series issued under the Senior Indenture then
outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of the
holders of each series so affected; provided that the Issuer and the Trustee may
not, without the consent of the holder of each outstanding debt security
affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption or
repayment thereof, or change the currency of payment thereof, or modify or amend
the provisions for conversion of any
A-23
<PAGE>
currency into any other currency, or modify or amend the provisions for
conversion or exchange of the debt security for securities of the Issuer or
other entities (other than as provided in the antidilution provisions or other
similar adjustment provisions of the debt securities or otherwise in accordance
with the terms thereof), or impair or affect the rights of any holder to
institute suit for the payment thereof without the consent of the holder of each
debt security so affected or (b) reduce the aforesaid percentage in principal
amount of debt securities the consent of the holders of which is required for
any such supplemental indenture.
Except as set forth below, if the principal of, premium, if any, or
interest on, this Note is payable in a Specified Currency other than U.S.
dollars and such Specified Currency is not available to the Issuer for making
payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking community,
then the Issuer will be entitled to satisfy its obligations to the holder of
this Note by making such payments in U.S. dollars on the basis of the Market
Exchange Rate on the date of such payment or, if the Market Exchange Rate is not
available on such date, as of the most recent practicable date; provided,
however, that if the euro has been substituted for such Specified Currency, the
Issuer may at its option (or shall, if so required by applicable law) without
the consent of the holder of this Note effect the payment of principal of,
premium, if any, or interest on, any Note denominated in such Specified Currency
in euro in lieu of such Specified Currency in conformity with legally applicable
measures taken pursuant to, or by virtue of, the treaty establishing the
European Community (the "EC"), as amended by the treaty on European Union (as so
amended, the "Treaty"). Any payment made under such circumstances in U.S.
dollars or euro where the required payment is in an unavailable Specified
Currency will not constitute an Event of Default. If such Market Exchange Rate
is not then available to the Issuer or is not published for a particular
Specified Currency, the Market Exchange Rate will be based on the highest bid
quotation in The City of New York received by the Exchange Rate Agent at
approximately 11:00 a.m., New York City time, on the second Business Day
preceding the date of such payment from three recognized foreign exchange
dealers (the "Exchange Dealers") for the purchase by the quoting Exchange Dealer
of the Specified Currency for U.S. dollars for settlement on the payment date,
in the aggregate amount of the Specified Currency payable to those holders or
beneficial owners of Notes and at which the applicable Exchange Dealer commits
to execute a contract. One of the Exchange Dealers providing quotations may be
the Exchange Rate Agent unless the Exchange Rate Agent is an affiliate of the
Issuer. If those bid quotations are not available, the Exchange Rate Agent shall
determine the market exchange rate at its sole discretion.
The "Exchange Rate Agent" shall be Morgan Stanley & Co. Incorporated,
unless otherwise indicated on the face hereof.
All determinations referred to above made by, or on behalf of, the
Issuer or by, or on behalf of, the Exchange Rate Agent shall be at such entity's
sole discretion and shall, in the absence of manifest error, be conclusive for
all purposes and binding on holders of Notes and coupons.
A-24
<PAGE>
So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the Notes.
The Issuer may designate other agencies for the payment of said principal,
premium and interest at such place or places (subject to applicable laws and
regulations) as the Issuer may decide. So long as there shall be such an agency,
the Issuer shall keep the Trustee advised of the names and locations of such
agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the Trustee or any
Paying Agent for payment of the principal of or interest or premium, if any, on
any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee or such Paying Agent
shall notify the holders of such Notes that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting in
any way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, on this Note as the same shall become due.
No provision of this Note or of the Senior Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to pay
the principal of, premium, if any, and interest on this Note at the time, place,
and rate, and in the coin or currency, herein prescribed unless otherwise agreed
between the Issuer and the registered holder of this Note.
Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Note, for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Senior Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
A-25
<PAGE>
All terms used in this Note which are defined in the Senior Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Senior Indenture.
A-26
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ____________________ Custodian ____________________
(Minor) (Cust)
Under Uniform Gifts to Minors Act ___________________________
(State)
Additional abbreviations may also be used though not in the above list.
--------------
A-27
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- --------------------------------------------------------
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.
Dated:
------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever.
A-28
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Issuer to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
Optional Repayment Date, to the undersigned at
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof which the holder elects to have repaid:
_________; and specify the denomination or denominations (which shall not be
less than the minimum authorized denomination) of the Notes to be issued to the
holder for the portion of the within Note not being repaid (in the absence of
any such specification, one such Note will be issued for the portion not being
repaid): _________.
Dated:
--------------------------------- ---------------------------------
NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as
written upon the face of the
within instrument in every
particular without alteration or
enlargement.
A-29
