SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
-------------
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12, 1999
MORGAN STANLEY DEAN WITTER & CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
(STATE OF INCORPORATION)
1-11758 36-3145972
(COMMISSION FILE NUMBER) (IRS EMPLOYER ID. NUMBER)
1585 Broadway 10036
New York, New York (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 761-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 5. OTHER EVENTS
An exhibit is filed herewith in connection with the Registration
Statement on Form S-3 (File No. 333-46935) of Morgan Stanley Dean Witter & Co.
(the "Company").
On January 12, 1999, the Company executed an Underwriting Agreement (the
"Underwriting Agreement") with Morgan Stanley & Co. International Limited, ABN
AMRO Bank N.V., Barclays Bank plc, Deutsche Bank AG London, Dresdner Bank AG
London Branch, First Chicago Capital Markets, Inc., First Union Capital
Markets, a division of Wheat FIRST SECURITIES, Inc., NationsBanc Montgomery
Securities LLC, Paribas, Societe Generale and Tokyo-Mitsubishi International
plc. Pursuant to the Underwriting Agreement, the Company will issue
$2,000,000,000 in aggregate principal amount of 5-5/8% Notes due January 20,
2004 (the "Notes"). The form of Notes is filed as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not Applicable
(b) Not Applicable
(c) 4(aaa) Form of 5-5/8% Notes due January 20, 2004 of Morgan Stanley
Dean Witter & Co.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Ronald T. Carman
-----------------------------
Name: Ronald T. Carman
Title: Assistant Secretary
Date: January 19, 1999
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MORGAN STANLEY DEAN WITTER & CO.
EXHIBITS
TO CURRENT REPORT ON
FORM 8-K DATED JANUARY 12, 1999
Commission File Number 1-11758
<PAGE>
Exhibit No. Description
4(aaa) Form of Morgan Stanley Dean Witter & Co.'s 5-5/8% Notes due
January 20, 2004.
<PAGE>
REGISTERED REGISTERED NO. ______________
U.S.$____________________________ CUSIP: ________________
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to
the Issuer (as defined below) 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 is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC) ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this certificate may not be transferred except as
a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or by DTC or any such nominee to a successor Depositary or a
nominee of such successor Depositary.
MORGAN STANLEY DEAN WITTER & CO.
5 5/8% NOTE DUE 2004
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 assigns, the principal sum of _______
United States Dollars (U.S.$_________), on January 20, 2004 (the "MATURITY
DATE"), and to pay interest thereon at the rate of 5 5/8% per annum from
January 20, 1999, until the principal hereof is paid or duly made available
for payment, semiannually in arrears on the 20th day of January and July in
each year (each such date an "INTEREST PAYMENT DATE") commencing on July 20,
1999, and on the Maturity Date.
Reference is hereby made to the further provisions of this certificate
set forth on the succeeding pages hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
<PAGE>
IN WITNESS WHEREOF, Morgan Stanley Dean Witter & Co. has caused this
Registered Global Security to be duly executed under its corporate seal.
DATED: January 20, 1999 MORGAN STANLEY DEAN WITTER & CO.
[SEAL] By:______________________________
Name:
Title:
Attest: ______________________________
Title: Assistant Secretary
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities referred
to in the within-mentioned
Senior Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: _______________________
Authorized Officer
<PAGE>
REVERSE OF SECURITY
Interest on this Registered Global Security (as described below) will
accrue from the most recent Interest Payment Date to which interest has been
paid or duly provided for, or, if no interest has been paid or duly provided
for, from January 20, 1999, until the principal hereof has been paid or duly
made available for payment. The interest so payable on any Interest Payment
Date will be paid to the person in whose name this Registered Global Security
(or one or more predecessor Registered Global Securities) is registered at the
close of business on the fifth day of the month in which such Interest Payment
Date occurs (whether or not a Business Day) (each such date a "RECORD DATE").
Interest payments on this Registered Global Security will include interest
accrued to but excluding the Interest Payment Dates or the Maturity Date, as
the case may be.
Payment of the principal of this Registered Global Security and the
interest due on the Maturity Date will be made upon surrender of this
Registered Global Security at the office or agency of the Issuer 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. Payment of the principal of
and interest on this Registered Global Security will be made in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; PROVIDED, HOWEVER, that at the
option of the Issuer, interest may be paid by wire transfer or by mailing
checks for such interest payable to or upon the written order of such Holder
at its last address as it appears on the registry books of the Issuer.
This Registered Global Security is one of the duly authorized debt
securities of the Issuer (the "Securities" and, individually, a "SECURITY")
issued or to be issued under and pursuant to a Senior Indenture dated as of
April 15, 1989, as supplemented by a First Supplemental Senior Indenture dated
as of May 15, 1991 and a Second Supplemental Senior Indenture dated as of
April 15, 1996, each between Morgan Stanley Group Inc. (as predecessor of the
Issuer) and The Chase Manhattan Bank (formerly known as Chemical Bank), as
Trustee (the "TRUSTEE," which term includes any successor Trustee under the
Senior Indenture), as further supplemented by a Third Supplemental Senior
Indenture dated as of June 1, 1997 and a Fourth Supplemental Indenture dated
March 1, 1998, each between the Issuer and the Trustee (as so supplemented and
as further 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 Securities and
the terms upon which the Securities are, and are to be, authenticated and
delivered. The terms of the Senior Indenture are hereby incorporated by
reference herein. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
be subject to different redemption or repayment provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any) and may
otherwise vary as provided in the Senior Indenture. This security is a
Registered Global Security of a series of Securities designated as the
5 5/8% Notes due 2004 of the Issuer (the "NOTES"), limited in aggregate
principal amount to U.S.$2,000,000,000.
The Notes will not be subject to any sinking fund and will not be
redeemable at the option of the Issuer or repayable at the option of the
Holder prior to maturity, except as described in the following paragraph.
This Registered Global Security may be redeemed, as a whole, at the
option of the Issuer at any time prior to maturity, upon the giving of a
notice of redemption as described below, at a redemption price equal to 100%
of the principal amount hereof, together with accrued interest to the date
fixed for redemption, if the Issuer determines that, as a result of any change
in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of the United States or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in official
position regarding the application or interpretation of such laws, regulations
or rulings, which change or amendment becomes effective on or after January
12, 1999, the Issuer has or will become obligated to pay Additional Amounts
(as defined below) with respect to this Registered Global Security as
described below. Prior to the giving of any notice of redemption pursuant to
this paragraph, the Issuer shall deliver to the Trustee (i) a certificate
stating that the Issuer is entitled to effect such redemption and setting
forth a statement of facts showing that the conditions precedent to the right
of the Issuer to so redeem have occurred and (ii) an opinion of independent
counsel satisfactory to the Trustee to such effect based on such statement of
facts; PROVIDED that no such notice of redemption shall be given earlier than
60 days prior to the earliest date on which the Issuer would be obligated to
pay such Additional Amounts if a payment in respect of this Registered Global
Security were then due.
Notice of redemption shall be given not less than 30 nor more than 60
days prior to the date fixed for redemption, which date and the applicable
redemption price shall be specified in the notice.
The Issuer shall, subject to certain exceptions and limitations set forth
below, pay such additional amounts (the "Additional Amounts") to the
beneficial owner of any interest in this Registered Global Security who is a
United States Alien (as defined below) as may be necessary in order that every
net payment of the principal of and interest on this Registered Global
Security and any other amounts payable on this Registered Global Security,
after withholding for or on account of any present or future tax, assessment
or governmental charge imposed upon or as a result of such payment by the
United States (or any political subdivision or taxing authority thereof or
therein), will not be less than the amount provided for in this Registered
Global Security to be then due and payable. The Issuer shall not, however, be
required to make any payment of Additional Amounts to any such beneficial
owner for or on account of:
<PAGE>
(a) any such tax, assessment or other governmental charge that would not
have been so imposed but for (i) the existence of any present or former
connection between such beneficial owner (or between a fiduciary,
settlor, beneficiary, member or shareholder of such beneficial owner, if
such beneficial owner is an estate, a trust, a partnership or a
corporation) and the United States and its possessions, including,
without limitation, such beneficial owner (or such fiduciary, settlor,
beneficiary, member or shareholder) being or having been a citizen or
resident thereof or being or having been engaged in a trade or business
or present therein or having, or having had, a permanent establishment
therein or (ii) the presentation by or on behalf of the beneficial owner
of any such Registered Global Security for payment on a date more than 15
days after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs
later;
(b) any estate, inheritance, gift, sales, transfer or personal property
tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed by reason of
such beneficial owner's past or present status as a personal holding
company or foreign personal holding company or controlled foreign
corporation or passive foreign investment company with respect to the
United States or as a corporation that accumulates earnings to avoid
United States federal income tax or as a private foundation or other
tax-exempt organization;
(d) any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payments on or in respect of this
Registered Global Security;
(e) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from any payment of principal of, or
interest on, this Registered Global Security, if such payment can be made
without such withholding by any other Paying Agent in a city in Western
Europe;
(f) any tax, assessment or other governmental charge that would not have
been imposed but for the failure to comply with certification,
information or other reporting requirements concerning the nationality,
residence or identity of the beneficial owner of this Registered Global
Security, if such compliance is required by statute or by regulation of
the United States or of any political subdivision or taxing authority
thereof or therein as a precondition to relief or exemption from such
tax, assessment or other governmental charge;
(g) any tax, assessment or other governmental charge imposed by reason of
such beneficial owner's past or present status as the actual or
constructive owner of 10% or more of the total combined voting power of
all classes of stock entitled to vote of the Issuer or as a direct or
indirect subsidiary of the Issuer; or
(h) any combination of items (a), (b), (c), (d), (e), (f) or (g);
nor shall Additional Amounts be paid with respect to any payment on this
Registered Global Security to a United States Alien who is a fiduciary or
partnership or other than the sole beneficial owner of such payment to the
extent such payment would be required by the laws of the United States (or any
political subdivision thereof) to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
held its interest in this Registered Global Security directly.
The term "United States Alien" means any person who, for United States
federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is a foreign
corporation, a nonresident alien individual or a nonresident alien fiduciary
of a foreign estate or trust.
The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in the Borough of Manhattan, The City of New York,
a register for the registration and transfer of Notes. Subject to the
limitations, terms and conditions set forth herein and in the Senior
Indenture, this Registered Global Security may be transferred at the aforesaid
office of the Trustee by surrendering this Registered Global Security for
cancellation and thereupon the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees, in
exchange herefor, a new Registered Global Security or Registered Global
Securities having identical terms and provisions and having a like aggregate
principal amount in authorized denominations. Upon the occurrence of certain
events specified in Section 2.8 of the Senior Indenture, this Registered
Global Security is exchangeable at the office of the Trustee for definitive
registered Notes without coupons of authorized denominations in an equal
aggregate principal amount and having identical terms and provisions as the
surrendered Registered Global Security.
All Registered Global Securities surrendered for transfer or exchange
shall be duly endorsed by, or be accompanied by a written instrument or
instruments of transfer in form satisfactory to, the Issuer and the Trustee
and executed by the registered Holder or by the Holder's attorney duly
authorized in writing. The Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such exchange or registration of transfer.
In case an Event of Default, as defined in the Senior Indenture, with
respect to the Notes shall have occurred and be continuing, the principal
hereof may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided
in the Senior Indenture.
The Senior Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under such
Senior Indenture then Outstanding and affected, voting as one class, to add
any provisions to, or change in any manner or eliminate any of the provisions
of, such Senior Indenture or modify in any manner the rights of the Holders of
the Securities of each series so affected; PROVIDED that the Issuer and the
Trustee may not, without the consent of the Holder of each outstanding
Security affected thereby, (i) extend the final maturity of the principal of
any 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 thereof, or change the currency in which the principal thereof
(including any amount in respect of original issue discount) or interest
thereon is payable, or reduce the amount of any original issue discount
security payable upon acceleration or provable in bankruptcy, or impair the
right to institute suit for the enforcement of any payment on any Security
when due or (ii) reduce the aforesaid percentage in principal amount of
Securities of any series issued under such Senior Indenture, the consent of
the Holders of which is required for any such modification. It is also
provided in the Senior Indenture that, with respect to certain defaults or
Events of Default regarding the Securities of any series, prior to any
declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of all
series with respect to which an Event of Default shall have occurred and
continuing (voting as a single class) may, on behalf of the Holders of all
such Securities, waive any such past default or Event of Default and its
consequences. The preceding sentence shall not, however, apply to any default
in the payment of the principal of or interest on any of the Securities. Any
such consent or waiver by the Holder of this Registered Global Security
(unless revoked as provided in the Senior Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this
Registered Global Security and any Securities which may be issued in exchange
or substitution herefor or on registration of transfer hereof, irrespective of
whether or not any notation thereof is made upon this Registered Global
Security or such other Securities.
No provision of this Registered Global Security 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 Registered Global Security 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 Registered Global Security.
The Issuer, the Trustee and any agent of the Issuer or the Trustee may
deem and treat the registered Holder hereof as the absolute owner of this
Registered Global Security (whether or not this Registered Global Security
shall be overdue and notwithstanding any notation of ownership or other
writing hereon), for the purpose of receiving payment of, or on account of,
the principal hereof and, subject to the provisions on the face hereof,
interest hereon, and for all other purposes, and none of the Issuer, the
Trustee or any agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Senior Indenture or any indenture supplemental thereto or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, of the Issuer or of any successor corporation, either directly or
through the Issuer or any successor corporation, under any rule of law,
statute or constitutional provision or by the enforcement of assessment or by
any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance hereof and as part of the
consideration for the issue hereof.
This Registered Global Security shall for all purposes be governed by,
and construed in accordance with, the laws of the State of New York.
<PAGE>
All terms used in this Registered Global Security, which are defined in
the Senior Indenture and not otherwise defined herein, shall have the meanings
assigned to them in the Senior Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Registered Global Security shall not be
entitled to any benefit under the Senior Indenture or be valid or obligatory
for any purpose.
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
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 Registered Global Security, and all rights thereunder, hereby
irrevocably constituting and appointing
_______________________________________________________________________________
attorney to transfer such security on the books of the Issuer, with full power
of substitution in the premises.
Dated: ____________________ Signature: _____________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Registered Global Security in
every particular without alteration or enlargement or any change
whatsoever.
