PROSPECTUS Dated March 26, 1998 Amendment No. 2 to
PROSPECTUS SUPPLEMENT Pricing Supplement No. 59 to
Dated April 6, 1998 Registration Statement No. 333-46935
Dated March 15, 1999
Rule 424(b)(3)
$37,089,000
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES D
------------
EQUITY-LINKED NOTES DUE APRIL 14, 2005
based on the
Dow Jones EURO STOXX 50(SM) and Nikkei Stock Average
Each note will pay 100% of its principal amount of $3,000 on the maturity
date. The notes will also pay a supplemental redemption amount, which may
be zero. The supplemental redemption amount will be based on the
performance over the life of the notes of a basket of indices consisting of
the Dow Jones EURO STOXX 50(SM) and the Nikkei Stock Average, weighted
equally. The performance of each index will be based on the arithmetic
average of its values on 24 quarterly determination dates compared to its
value on the day we issue the notes. We refer to the Nikkei Stock Average
as Nikkei 225.
o The issue price of each note is $2,790 (93.0% of the principal amount).
o We will not pay interest on the notes.
o At maturity, you will receive the principal amount of $3,000 per note plus
any supplemental redemption amount.
o The supplemental redemption amount will be based on the performance over the
life of the notes of a basket of indices, consisting of the Dow Jones
EURO STOXX 50(SM) and Nikkei 225, weighted equally. The performance of
the basket will be measured by the percentage change (positive or
negative) of each index. The percentage change of each index will be
calculated by comparing the arithmetic average of the index's values on
24 quarterly determination dates to the index's value on the day we issue
the notes.
o If the percentage change in the basket is positive, we will pay you a
supplemental redemption amount equal to $3,000 times the percentage
change in the basket. If the percentage change in the basket is negative
or if there is no change, then you will not receive any supplemental
redemption amount.
o Investing in this note is not equivalent to investing in the stocks included
in the Dow Jones EURO STOXX 50(SM) and Nikkei 225.
o We will issue the notes in bearer form only. You may not exchange notes in
bearer form at any time for notes in registered form.
o We will apply to the London Stock Exchange Limited for the notes to be
admitted to the Official List.
We may not redeem these notes prior to the maturity date other than under the
circumstance described under "Description of Notes--Tax Redemption--Special
Tax Redemption of Bearer Notes" in the accompanying prospectus supplement. We
will not redeem the notes under the circumstances described under "Description
of Notes -- Tax Redemption -- All Notes" in the accompanying prospectus
supplement, nor will we pay any additional amounts to the holder under the
circumstances described under "Description of Notes--Payment of Additional
Amounts" in the accompanying prospectus supplement.
The effective date of the New Regulations (as defined in "United States
Federal Taxation--Backup Withholding" in the accompanying Prospectus
Supplement) has been changed so that the New Regulations will apply to
payments made after December 31, 1999.
You should read the more detailed description of the notes in this Pricing
Supplement. In particular, you should review and understand the descriptions
in "Summary of Pricing Supplement" and "Description of Notes." "Dow Jones EURO
STOXX 50(SM)" is a service mark of Dow Jones & Company, Inc.
The notes involve risks not associated with an investment in conventional debt
securities. See "Risk Factors" beginning on PS-5.
PRICE 93.0% PER NOTE
---------------
MORGAN STANLEY DEAN WITTER
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SUMMARY OF PRICING SUPPLEMENT
The following summary describes the notes we are offering to
you in general terms only. You should read the summary together with the more
detailed information that is contained in the rest of this pricing supplement
and in the accompanying prospectus and prospectus supplement. You should
carefully consider, among other things, the matters set forth in "Risk
Factors."
The Notes
Each note costs $2,790 We, Morgan Stanley Dean Witter & Co.,
are offering you our Equity-Linked
Notes due April 14, 2005 based on the
Dow Jones EURO STOXX 50(SM) and the
Nikkei Stock Average. The issue
price of each note is $2,790. The
principal amount of each note is
$3,000. We will pay you at least the
principal amount of $3,000 at
maturity.
If the aggregate value of the At maturity, we will pay a supplemental
two indices goes up, you will redemption amount based on the
receive an additional performance over the life of the notes
amount at maturity of a basket of two indices consisting of
the Dow Jones EURO STOXX 50(SM) and
Nikkei 225, weighted equally. The
performance of the basket will be
measured by the percentage change
(positive or negative) of each index.
The percentage change of each index
will be calculated by comparing the
arithmetic average of the index's
values on 24 quarterly determination
dates to the index's value on the day
we issue the notes.
If the percentage change in the
basket is positive, we will pay you a
supplemental redemption amount equal
to $3,000 times the percentage change
in the basket. If the percentage
change in the basket is negative or
if there is no change, then you will
not receive any supplemental
redemption amount, but you will still
receive 100% of the principal amount
of the note.
Because the percentage change of each
index is calculated separately,
increases in one index could be
offset by decreases in the other
index.
The supplemental redemption amount
can be calculated using the following
formula:
<TABLE>
<S> <C> <C> <C>
[ ( DJES 50 DJES 50 ) ( Nikkei 225 Nikkei 225 )]
[ (Average Index Value - Initial Value) (Average Index Value - Initial Value)]
$3,000 x [1/2 (-----------------------------------) + 1/2 (-----------------------------------)]
[ ( DJES 50 Initial Value ) ( Nikkei 225 Initial Value )]
</TABLE>
; provided that the supplemental
redemption amount will not be less
than zero.
The initial value of each index will
be the closing value of that index on
the day we issue the notes.
The average index value of each index
will equal the arithmetic average of
the closing values of that index on
24 quarterly determination dates.
The determination dates are each
January 30, April 30, July 30 and
October 30, beginning April 30, 1999
and ending January 30, 2005.
No coupon interest We will not pay you interest on the
payments notes.
Value of the Dow Jones EURO STOXX 50(SM)
and the Nikkei Stock Average
Dow Jones EURO STOXX The last reported closing value of the
50(SM) is currently at 3,582.78 Dow Jones EURO STOXX 50(SM) on Bloomberg,
LP on the date of this Pricing
Supplement was 3,582.78. You can
review the publicly-reported closing
values of Dow Jones EURO STOXX 50(SM)
since such values were first reported
on February 26, 1998 in the
"Historical Information" section of
this Pricing Supplement.
Nikkei 225 is currently at The last reported value of Nikkei 225,
15,779.60 as published by Nihon Keizai Shimbun,
Inc. was 15,779.60. You can review
the publicly reported closing values
of Nikkei 225 since 1994 in the
"Historical Information" section of
this Pricing Supplement.
The historical performance of the
indices should not be taken as an
indication of what their values will
be on the date the notes are issued
or on any of the quarterly
determination dates.
The Calculation Agent
We have appointed Morgan Stanley &
Co. International Limited, which we
refer to as MSIL, to act as
calculation agent for The Chase
Manhattan Bank (London Branch), the
trustee for our senior notes. As
calculation agent, MSIL will
determine the average index value of
each index, the percentage change in
the each of the Dow Jones EURO STOXX
50(SM) and Nikkei 225 and the
supplemental redemption amount.
No Affiliation with STOXX Ltd. or
Nihon Keizai Shimbun, Inc.
Neither STOXX Ltd., the publisher of
Dow Jones EURO STOXX 50(SM), nor
Nihon Keizai Shimbun, Inc., the
publisher of Nikkei 225, is an
affiliate of ours and neither is
involved with this offering in any
way. The obligations represented by
these equity-linked notes are
obligations of Morgan Stanley Dean
Witter & Co. and not of STOXX Ltd. or
Nihon Keizai Shimbun, Inc.
More Information on the Notes
The notes are senior notes issued as
part of our Series D medium-term note
program. You can find a general
description of our Series D medium-
term note program in the accompanying
prospectus supplement dated April 6,
1998. We describe the basic features
of this type of note in the sections
called "Description of Notes -- Fixed
Rate Notes" and " -- Notes Linked to
Commodity Prices, Single Securities,
Baskets of Securities or Indices."
Because this is a summary, it does
not contain all of the information
that may be important to you,
including the specific mechanics and
timing of the calculations of the
average index value of each index,
the percentage changes in the indices
and the basket, and the supplemental
redemption amount. You should read
the "Description of Notes" section in
this Pricing Supplement for detailed
description of the terms of the
notes. You should also read about
some of the risks involved in
investing in notes in the section
called "Risk Factors."
How to reach us
You may contact us at our principal
executive offices at 1585 Broadway,
New York, New York 10036 (telephone
number (212) 762-4000).
RISK FACTORS
The notes are not secured debt and unlike ordinary debt
securities do not pay interest. This section describes the most significant
risks relating to the notes. You should carefully consider whether the notes
are suited to your particular circumstances before you decide to purchase them.
Notes Are Not Ordinary The terms of the notes differ from
Senior Notes those of ordinary debt securities in
that we will not pay interest on the
notes. Because the supplemental
redemption amount due at maturity may
be equal to zero, the return on your
investment (the effective yield to
maturity) in the notes may be less
than the amount which would be paid
on an ordinary debt security. The
return of only the principal amount
of each note at maturity will not
compensate you for any loss in value
due to inflation and other factors
relating to the value of money over
time.
Notes May Not Pay More If the percentage change of either of
than Par at Maturity the two indices is negative and the
percentage change of the other index
is negative or insufficiently
positive to counteract the negative
percentage change of the first index,
then the supplemental redemption
amount will be zero.
Secondary Trading There may be little or no secondary
May Be Limited market for the notes. Although we will
apply to admit the notes to the
Official List of the London Stock
Exchange Limited, the secondary
market may not provide enough
liquidity to allow you to trade or
sell the notes easily.
Market Price of the Notes Several factors, many of which are
Influenced by Many beyond our control, will influence the
Unpredictable Factors value of the notes, including:
o the value of each of the Dow Jones
EURO STOXX 50(SM) and Nikkei 225
o interest and yield rates in the market
o the volatility (frequency and
magnitude of changes in price) of
the securities underlying each of
the Dow Jones EURO STOXX 50(SM) and
Nikkei 225
o economic, financial, political and
regulatory or judicial events that
affect the securities underlying
each of the Dow Jones EURO STOXX
50(SM) and Nikkei 225 or stock
markets generally and which may
affect the average index value of
each index
o the time remaining to each
determination date and to the
maturity of the notes
o the dividend rate on the stocks
underlying each of the Dow Jones
EURO STOXX 50(SM) and Nikkei 225
o our creditworthiness
These factors will influence the
price that you will receive if you
sell your notes prior to maturity.
For example, you may have to sell
your notes at a substantial discount
from the principal amount if at the
time of sale the average of the
percentage changes (positive or
negative) in the Dow Jones EURO STOXX
50(SM) and Nikkei 225 (based on
determination dates occurring prior
to that time) is equal to, less than,
or insufficiently higher than, zero
or if market interest rates rise.
You cannot predict the future
performance of either the Dow Jones
EURO STOXX 50(SM) or Nikkei 225 based
on its historical performance. We
cannot guarantee that the value of
either the Dow Jones EURO STOXX
50(SM) or Nikkei 225 will increase,
or increase sufficiently to offset
any decrease in the other index, so
that you will receive at maturity an
amount in excess of the principal
amount of the notes.
Adjustments to each of the STOXX Ltd. is responsible for
Dow Jones EURO STOXX calculating and maintaining the Dow
50(SM) and Nikkei 225 Could Jones EURO STOXX 50(SM). STOXX Ltd.
Adversely Affect the Notes can add, delete or substitute the stocks
underlying the Dow Jones EURO STOXX
50(SM) or make other methodological
changes that could change the value
of the Dow Jones EURO STOXX 50(SM).
STOXX Ltd. may discontinue or suspend
calculation or dissemination of the
Dow Jones EURO STOXX 50(SM). Any of
these actions could adversely affect
the value of the notes.
Nihon Keizai Shimbun, Inc., or
NIKKEI, is responsible for
calculating and maintaining Nikkei
225. NIKKEI can add, delete or
substitute the stocks underlying
Nikkei 225 or make other
methodological changes that could
change the value of Nikkei 225.
NIKKEI may discontinue or suspend
calculation or dissemination of
Nikkei 225. Any of these actions
could adversely affect the value of
the notes.
Potential Conflicts of As calculation agent, MSIL will
Interest between You and calculate the amount paid to you at
the Calculation Agent maturity of the notes. MSIL and other
affiliates may carry out activities
that minimize our risks related to
notes, including trading in the
individual stocks included in the Dow
Jones EURO STOXX 50(SM) or Nikkei 225
as well as in other instruments
related to the Dow Jones EURO STOXX
50(SM) or Nikkei 225. MSIL and some
of our other subsidiaries also trade
the individual stocks included in the
Dow Jones EURO STOXX 50(SM) or Nikkei
225 and other financial instruments
related to the Dow Jones EURO STOXX
50(SM) or Nikkei 225 on a regular
basis as part of their general
broker-dealer businesses. Any of
these activities could influence
MSIL's determination of calculations
made with respect to the notes and,
accordingly, could affect your payout
on the notes.
Investment in the Notes Not The payment of dividends on the stocks
the Same as an Investment in which compose, or underlie, the Dow
either the Dow Jones EURO Jones EURO STOXX 50(SM) or Nikkei 225
STOXX 50(SM) or Nikkei 225 will have no effect on the calculation
Stocks of the percentage change in either the
Dow Jones EURO STOXX 50(SM) or Nikkei
225. Therefore, the return on your
investment based on the percentage
change in each of the Dow Jones EURO
STOXX 50(SM) and Nikkei 225 is not
the same as the total return based on
the purchase of those underlying
stocks held for a similar period.
Tax Treatment You should also consider the tax
consequences of investing in the
notes. Please read carefully the
section "Description of Notes--United
States Federal Taxation" in this
Pricing Supplement.
DESCRIPTION OF NOTES
Capitalized terms not defined herein have the meanings given to
such terms in the accompanying Prospectus Supplement. In this Pricing
Supplement, the "Company," "we," "us" and "our" refer to Morgan Stanley Dean
Witter & Co.
Principal Amount.............. $37,089,000
Maturity Date................. April 14, 2005
Interest Rate................. We will not make periodic payments of
interest on the Note.
Specified Currency............ U.S. Dollars
Issue Price................... $2,790 per Note (93.0% of the principal
amount)
Original Issue Date
(Settlement Date)........... April 14, 1999
Common Code................... 9518185
ISIN.......................... XS0095181854
Senior Note or Subordinated
Note........................ Senior
Minimum Denominations......... $3,000
Maturity Redemption Amount.... On the Maturity Date, you will receive (1)
$3,000, the par amount of such Note,
plus (2) the Supplemental Redemption
Amount, if any.
In this "Description of the Notes," the
term "Note" refers to each $3,000
principal amount of any of our Equity-
Linked Notes Due April 14, 2005 based on
the Dow Jones EURO STOXX 50(SM) and
Nikkei 225.
Supplemental Redemption
Amount...................... We will pay you a Supplemental Redemption
Amount per Note at maturity equal to the
greater of (a) zero and (b) the product
of $3,000 and the Basket Change
Percentage. The Supplemental Redemption
Amount is described by the following
formula:
<TABLE>
<S> <C> <C> <C>
[ ( DJES 50 DJES 50 ) ( Nikkei 225 Nikkei 225 )]
[ (Average Index Value - Initial Value) (Average Index Value - Initial Value)]
$3,000 x [1/2 (-----------------------------------) + 1/2 (-----------------------------------)]
[ ( DJES 50 Initial Value ) ( Nikkei 225 Initial Value )]
</TABLE>
; provided that the Supplemental Redemption
Amount may not be less than zero.
The Calculation Agent will calculate the
Supplemental Redemption Amount on the
last of the Determination Dates. The
Calculation Agent will provide written
notice to the Trustee at its London
office, on which notice the Trustee may
conclusively rely, of the Supplemental
Redemption Amount, on or prior to 11:00
a.m. on the Business Day preceding the
Maturity Date. See "Discontinuance of
Underlying Indices; Adjustments to
Underlying Indices" below.
All calculations with respect to the
Notes will be rounded to the nearest one
hundred-thousandth, with five one-
millionths rounded upwards (e.g.,
9.876545% (or .9876545) would be rounded
to 9.87655% (or .987655)), and all cent
amounts used in or resulting from such
calculation will be rounded to the
nearest tenths of a cent with five
tenths of a cent being rounded upwards.
Basket Change Percentage...... The sum of (A) 1/2 times the Dow Jones
EURO STOXX 50(SM) Index Change
Percentage plus (B) 1/2 times Nikkei 225
Change Percentage.
Dow Jones EURO STOXX 50(SM)
Index Change Percentage....... The amount (positive or negative) by which
(A) the Average Index Value of the Dow
Jones EURO STOXX 50(SM) Index differs
from (B) the Initial Value of the Dow
Jones EURO STOXX 50(SM) Index, expressed
as a percentage of such Initial Value.
Nikkei 225 Change Percentage.. The amount (positive or negative) by which
(A) the Average Index Value of Nikkei
225 differs from (B) the Initial Value
of Nikkei 225, expressed as a percentage
of such Initial Value.
Initial Value................. With respect to any Underlying Index, the
Initial Value will be equal to the value of
such Underlying Index on the Initial Index
Date with respect to such Underlying Index.
Initial Index Date............ The "Initial Index Date" with respect to
each Underlying Index is April 14, 1999
or if such date is not a Trading Day,
the next following Trading Day, unless
there is a Market Disruption Event on
that date. If a Market Disruption Event
with respect to an Underlying Index
occurs on April 14, 1999 (or if that day
is not a Trading Day, on the next
succeeding Trading Day), then the next
succeeding Trading Day during which no
Market Disruption Event shall have
occurred with respect to such Underlying
Index will be an Initial Index Date in
lieu of such date; provided that if a
Market Disruption Event, with respect to
such Underlying Index, has occurred on
each of the five Trading Days
immediately succeeding April 14, 1999,
then (1) such fifth succeeding Trading
Day will be deemed to be an Initial
Index Date for such Underlying Index,
notwithstanding the occurrence of a
Market Disruption Event on such day and
(2) with respect to any such fifth
Trading Day on which a Market Disruption
Event occurs, the Calculation Agent will
determine the value of the disrupted
Underlying Index on such fifth Trading
Day in accordance with the formula for
and method of calculating the disrupted
Underlying Index last in effect prior to
the commencement of the Market
Disruption Event, using the closing
price (or, if trading in the relevant
securities has been materially suspended
or materially limited, its good faith
estimate of the closing price that would
have prevailed but for such suspension
or limitation) on such Trading Day of
each security most recently comprising
the disrupted Underlying Index.
Average Index Value........... With respect to any Underlying Index, the
Average Index Value will be the arithmetic
average of the Index Closing Values of
such Underlying Index on each of the
Determination Dates, as determined by
the Calculation Agent.
Index Closing Value........... The Index Closing Value of any Underlying
Index, as of (i) the Initial Index Date or
(ii) any Determination Date, will equal (a)
with respect to the Dow Jones EURO STOXX
50(SM) or any Successor Index (as defined
below), the officially published closing
price and (b) with respect to Nikkei 255
or any Successor Index (as defined
below), the level at the regular
official weekday close of trading, in
each case, on such Initial Index Date or
Determination Date. See "Discontinuance
of the Underlying Indices; Adjustments
to Underlying Indices."
References herein to any Underlying
Index will be deemed to include any
Successor Index to such Underlying
Index, unless the context requires
otherwise.
Underlying Index.............. Either of the indices listed in the first
column of the table below (which are
further described herein) or any
replacement index as may be chosen by
the Calculation Agent as provided under
"Discontinuance of Underlying Indices;
Adjustments to Underlying Indices." Each
such index shall herein be referred to
by the term in the second column.
<TABLE>
<S> <C> <C> <C> <C>
------------------------------------------------------------------------------
Underlying
Underlying Name Index
Index Used Herein Exchange Publisher
---------- ----------- -------- ---------
------------------------------------------------------------------------------
Dow Jones EURO Dow Jones Eurex Stock Exchange STOXX Ltd.
STOXX 50(SM) EURO STOXX ("Eurex")
50(SM)
------------------------------------------------------------------------------
Nikkei Stock Nikkei 225 Nihon Keizai NIKKEI
Average Shimbun, Inc.
("NIKKEI")
------------------------------------------------------------------------------
</TABLE>
Exchange...................... Either of the exchanges listed in the third
column of the table above or their
successors.
Underlying Index Publisher.... Either of the publishers listed in the
fourth column of the table above or
their successors.
Trading Day................... With respect to each Underlying Index, a
day on which trading is generally
conducted (i) on the Exchange of such
Underlying Index and (ii) on any
exchange on which futures or options
contracts related to such Underlying
Index are traded, other than a day on
which trading on such Exchange is
scheduled to close prior to its regular
weekday closing time, as determined by
the Calculation Agent.
Determination Dates........... The Determination Dates will be the
thirtieth day of each January, April,
July and October, commencing April 30,
1999 and ending January 30, 2005, and,
if any such date is not a Trading Day
with respect to any Underlying Index,
the Determination Date with respect to
such Underlying Index shall be the next
succeeding Trading Day, unless there is
a Market Disruption Event on any such
Trading Day. If a Market Disruption
Event, with respect to any Underlying
Index, occurs on any such Trading Day,
such Determination Date for the
disrupted Underlying Index will be the
immediately succeeding Trading Day
during which no Market Disruption Event,
related to such Underlying Index, shall
have occurred; provided that if a Market
Disruption Event, with respect to such
Underlying Index, has occurred on each
of the five Trading Days immediately
succeeding any of the scheduled
Determination Dates, then (i) such fifth
succeeding Trading Day will be deemed to
be the relevant Determination Date for
such Underlying Index, notwithstanding
the occurrence of a Market Disruption
Event on such day and (ii) with respect
to any such fifth Trading Day on which a
Market Disruption Event occurs, the
Calculation Agent will determine the
value of the disrupted Underlying Index
on such fifth Trading Day in accordance
with the formula for and method of
calculating the disrupted Underlying
Index last in effect prior to the
commencement of the Market Disruption
Event, using the closing price (or, if
trading in the relevant securities has
been materially suspended or materially
limited, its good faith estimate of the
closing price that would have prevailed
but for such suspension or limitation)
on such Trading Day of each security
most recently comprising the disrupted
Underlying Index.
Acceleration of the Notes..... In case an Event of Default with respect to
any Note shall have occurred and be
continuing, the amount declared due and
payable upon any acceleration of the Notes
will be determined by the Calculation Agent
and will be equal to 100% of the principal
amount plus the Supplemental Redemption
Amount determined as though each of the
Determination Dates scheduled to occur on or
after such date of acceleration were the date
of acceleration.
Book Entry Note or Certificated
Note.......................... Book Entry
Senior Note or Subordinated
Note.......................... Senior
Trustee....................... The Chase Manhattan Bank (London Branch)
Agent......................... Morgan Stanley & Co. International Limited
and its successors ("MSIL")
Market Disruption Event....... "Market Disruption Event" means, with
respect to each Underlying Index, the
occurrence or existence of either of the
following events on any Trading Day
during the one-half hour period prior to
closing on the Initial Index Date or on
any Determination Date as determined by
the Calculation Agent, any suspension of
or limitation imposed on trading (by
reason of movements in price exceeding
limits permitted by the Relevant
Exchange or otherwise), (i) on the
Relevant Exchange(s) in securities that
comprise 20 percent, or more of the
level of the relevant Underlying Index,
or (ii) in options contracts or future
contracts on the relevant Underlying
Index on any other exchange if, in any
such case, such suspension or limitation
is, in the determination of the
Calculation Agent, material.
For the purpose of determining whether a
Market Disruption Event exists at any
time, if trading in a security included
in the Underlying Index is materially
suspended or materially limited at that
time, then the relevant percentage
contribution of that security to the
level of the Underlying Index shall be
based on a comparison of (x) the portion
of the level of the Underlying Index
attributable to that security relative
to (y) the overall level of the
Underlying Index, in each case
immediately before that suspension or
limitation.
The Calculation Agent shall as soon as
reasonably practicable under the
circumstances notify the parties of the
existence of a Market Disruption Event
on any day that but for the occurrence
or existence of a Market Disruption
Event would have been a Determination
Date or Initial Index Date.
Relevant Exchange............. "Relevant Exchange" means the primary
exchange or market of trading for any
security then included in the Dow Jones
EURO STOXX 50(SM), Nikkei 225 or any
Successor Index to either the Dow Jones
EURO STOXX 50(SM) or Nikkei 225.
Tax Redemption................ The Notes will be redeemable only for an
event that would trigger a mandatory
redemption of the Notes under the
circumstances described under
"Description of Notes--Tax Redemption--
Special Tax Redemption of Bearer Notes"
in the accompanying Prospectus
Supplement. The Notes will not be
redeemable for an event that would
trigger a discretionary redemption of
the Notes under the circumstances
described under "Description of Notes --
Tax Redemption -- All Notes" in the
accompanying Prospectus Supplement.
No Payment of Additional
Amounts....................... MSDW will not pay any Additional Amounts,
as defined under "Description of Notes--
Payment of Additional Amounts" in the
accompanying Prospectus Supplement, to
the holder of the Notes if the net
payment of the principal of and interest
on the Notes and other amounts payable
on the Note, after withholding for or on
account of any present or future tax,
assessment or governmental charge
imposed upon or as a result of a payment
by the United States (or any political
subdivision or taxing authority thereof
or therein), is less than the amount
provided for in the Notes then due and
payable.
Calculation Agent............. Morgan Stanley & Co. International Limited
and its successors ("MSIL")
All determinations made by the
Calculation Agent will be at the sole
discretion of the Calculation Agent and
will, in the absence of manifest error,
be conclusive for all purposes and
binding on you and on us.
Because the Calculation Agent is our
affiliate, potential conflicts of interest
may exist between the Calculation Agent,
and you as the holder of the Notes,
including with respect to certain
determinations and judgments that the
Calculation Agent must make in
determining the Average Index Values or
whether a Market Disruption Event has
occurred. See "Discontinuance of
Underlying Indices; Adjustments to
Underlying Indices" below and "Market
Disruption Event" above. MSIL is
required to maintain policies and
procedures regarding the handling and
use of confidential proprietary
information, and such policies and
procedures will be in effect throughout
the term of the Note to restrict the use
of information relating to the
calculation of the Basket Change
Percentage, each Average Index Value and
the Supplemental Redemption Amount prior
to the dissemination of such
information. MSIL is obligated to carry
out its duties and functions as
Calculation Agent in good faith and
using its reasonable judgment.
Underlying Indices............ We have derived all information regarding
the Dow Jones EURO STOXX 50(SM) Index
and Nikkei 225 contained in this pricing
supplement, including, without
limitation, its make-up, method of
calculation and changes in its
components, from publicly available
information. Such information reflects
the policies of, and is subject to
change by, the respective Underlying
Index Publishers. None of the
Underlying Index Publishers has any
obligation to continue to publish, and
may discontinue publication of, its
respective Underlying Index.
We or our affiliates may presently or
from time to time engage in business
with any of the publishers, owners,
founders or creators of any of the
Underlying Indices or any of their
successors or one or more of the issuers
of the component stocks of any of the
Underlying Indices, including selling
products and/or services to, purchasing
products and/or services from, extending
loans to making equity investments in
any of such issuers or providing
services to such issuers including
merger and acquisition services. In the
course of such business with issuers, we
or our affiliates may acquire non-public
information about those companies and,
in addition, one or more of our
affiliates may publish research reports
with respect to such issuers. The
statements in the preceding sentence are
not intended to affect the right of
holders of the Notes under the
securities laws. You should undertake
an independent investigation of the
issuers of the component stocks of the
Underlying Indices and with respect to
the competency of their respective
publishers to formulate and calculate
the applicable Underlying Index as in
its judgment is appropriate to make an
informed decision with respect to an
investment in the Notes.
The Dow Jones EURO STOXX 50(SM) Index
In order to provide a definitive
standard for measuring the stock market
performance of the blue chip companies
in the countries that joined EMU at its
inception, a new index, the Dow Jones
EURO STOXX 50(SM) was launched on
February 26, 1998. The Dow Jones EURO
STOXX 50(SM) consists of 50(SM) stocks
that are among the largest in market
capitalization, highest in liquidity and
are the leaders of their industrial
sectors. Set forth below are the
country weightings and industrial sector
weightings of the securities currently
included in the Dow Jones EURO STOXX
50(SM) as of March 15, 1999:
<TABLE>
Country Weightings Industrial Sector Weightings
-------------------------------- --------------------------------
<S> <C> <C> <C> <C>
Germany 29.73% Telecom 18.84%
France 23.30% Insurance 12.77%
The Netherlands 21.57% Energy 12.32%
Italy 10.36% Technology 8.73%
Spain 6.73% Bank 8.32%
Finland 3.74% Auto 6.53%
Belgium 3.34% Utility 6.19%
Ireland 0.79% Financial Services 5.43%
Portugal 0.45% Consumer non-cyclical 3.74%
Industrial 3.31%
Conglomerates 2.87%
Chemical 2.82%
Retail 2.82%
Food & Beverage 2.61%
Pharmaceutical 0.93%
Construction 0.80%
Media 0.52%
Consumer cyclical 0.46%
Source: http://www.stoxx.com
</TABLE>
The Dow Jones EURO STOXX 50(SM) was
created by STOXX Ltd. ("STOXX"), a
company jointly founded by Schweizer
Borse, SBF-Bourse de Paris, Deutsche
Borse and Dow Jones. Publication of the
Dow Jones EURO STOXX 50(SM) began on
February 26, 1998, based on an initial
Dow Jones EURO STOXX 50(SM) value of
1,000 at December 31, 1991. The Dow
Jones EURO STOXX 50(SM) is published in
The Wall Street Journal.
The Dow Jones EURO STOXX 50(SM) is
calculated by (i) multiplying the per
share price of each stock included in
the Dow Jones EURO STOXX 50(SM) by the
number of outstanding shares (and, if
the stock is not quoted in euro, then
multiplied by the country currency and
an exchange factor which reflects the
exchange rate between the country
currency and the euro) (ii) calculating
the sum of all these products (such sum
being hereinafter the "Dow Jones EURO
STOXX 50(SM) Aggregate Market
Capitalization") and (iii) dividing the
Dow Jones EURO STOXX 50(SM) Aggregate
Market Capitalization by a divisor which
represents the Dow Jones EURO STOXX
50(SM) Aggregate Market Capitalization
on the base date of the Dow Jones EURO
STOXX 50(SM) and which can be adjusted
to allow changes in the issued share
capital of individual underlying stocks
(including the deletion and addition of
stocks, the substitution of stocks,
stock dividends and stock splits) to be
made without distorting the Dow Jones
EURO STOXX 50(SM). Because of such
capitalization weighting, movements in
share prices of companies with
relatively greater market capitalization
will have a greater effect on the level
of the entire Dow Jones EURO STOXX
50(SM) than will movements in share
prices of companies with relatively
smaller market capitalization.
A current list of the issuers of the Dow
Jones EURO STOXX 50(SM), as of March 15,
1999, is set forth below.
<TABLE>
Current
Weight in
Dow Jones
EURO
Issuer of Component Stock Country STOXX 50(SM) Industry Sector
------------------------- ------- ------------ ---------------
<S> <C> <C> <C>
ABN-AMRO Hldg NV The Netherlands 1.59% Bank
Aegon NV The Netherlands 3.34% Insurance
Air Liquide SA France 0.68% Chemical
Akzo Nobel The Netherlands 0.58% Chemical
Alcatel Alsthom SA France 1.45% Technology
Allianz AG Germany 4.55% Insurance
Allied Irish Banks Plc Ireland 0.79% Bank
Assicurazioni Generali Italy 2.30% Insurance
S.p.A.
AXA-UAP France 2.58% Insurance
Banco Bilbao Vizcaya SA Spain 1.73% Bank
Bayer AG Germany 1.55% Chemical
Carrefour Supermarche France 1.57% Retail
Daimler Chrysler AG Germany 5.87% Auto
Deutsche Bank AG Germany 1.69% Bank
Deutsche Telecom AG Germany 6.51% Telecom
Electrabel SA Belgium 1.17% Utility
ELF Aquitaine France 1.92% Energy
Elsevier NV The Netherlands 0.52% Media
Endesa SA Spain 1.41% Utility
ENI S.p.A. Italy 2.84% Energy
Fiat S.p.A. Italy 0.66% Auto
Fortis (B) Belgium 1.51% Financial
Services
France Telecom France 4.94% Telecom
ING Groep NV The Netherlands 2.94% Financial
Services
Koninklijke Ahold NV The Netherlands 1.35% Consumer non-
cyclical
Koninklijke KPN NV The Netherlands 1.20% Telecom
L'Oreal France 2.39% Consume non-
cyclical
Lufthansa -B- Germany 0.46% Consumer
Cyclical
LVMH Moet-Hennesey France 1.21% Conglomerates
Mannesmann AG Germany 2.84% Industrial
Metro AG Germany 1.25% Retail
Nokia Oj A Finland 3.74% Technology
Paribas France 0.98% Financial
Services
Petrofina SA Belgium 0.66% Energy
Philips Electronics NV The Netherlands 1.43% Technology
Portugal Telecom SA -R- Portugal 0.45% Telecom
Repsol SA Spain 0.90% Energy
Rhone-Poulenc France 0.93% Pharmaceutical
Royal Dutch Petroleum The Netherlands 6.00% Energy
RWE AG Germany 1.27% Utility
Saint Gobain France 0.80% Construction
Schneider SA France 0.47% Industrial
Siemens AG Germany 2.11% Technology
Societe Generale -A- France 1.02% Bank
Telecom Italia S.p.A. Italy 3.06% Telecom
Telefonica de Espana Spain 2.68% Telecom
UniCredito Italiano Italy 1.50% Bank
Unilever NV The Netherlands 2.61% Food &
Beverage
Veba AG Germany 1.66% Conglomerate
Vivendi France 2.34% Utility
(Source: http://www.stoxx.com)
</TABLE>
The composition of the Dow Jones EURO
STOXX 50(SM) is reviewed annually, and
changes are implemented on the third
Friday in September, using market data
from the end of July as the basis for
the review process. Changes in the
composition of the Dow Jones EURO STOXX
50(SM) are made to ensure that the index
includes those companies which, within
the eligible countries and within each
industry sector, have the greatest
market capitalization. Changes in the
composition of the Dow Jones EURO STOXX
50(SM) are made entirely by STOXX Ltd.
without consultation with the
corporations represented in the Dow
Jones EURO STOXX 50(SM) or us. The Dow
Jones EURO STOXX 50(SM) is also reviewed
on an ongoing basis, and change in the
composition of the index may be
necessary if there have been
extraordinary events for one of the
index companies (e.g. delisting,
bankruptcy, merger, takeover etc.) In
these cases, the event is taken into
account as soon as it is effective. The
component stocks of the Dow Jones EURO
STOXX 50(SM) may be changed at any time
for any reason. Neither STOXX Ltd. nor
any of its founders is affiliated with
us and has participated in any way in
the creation of the Notes.
The table below summarizes the adjustments to
any component stock made for corporate
actions and the effect of such adjustment on
the base value, where "p" is the price of
such component stock and "q" is the number of
shares of such stock.
<TABLE>
<CAPTION>
Impact on
Events Adjustment Factor base value
------ ----------------- ----------
<S> <C> <C>
p before dividend - dividend
Cash dividend (applied for adj. for p = ---------------------------- Decrease
total returns index only) p before dividend
p before dividend - dividend
Special cash dividend (from adj. for p = ---------------------------- Decrease
non-operating income) p before dividend
1
Stock Dividend & Split (the adj. for p = ------------------------- None
same security) 1 + no. of new shares (%)
adj. for q = 1 + no. of new shares (%)
1
Reverse Split adj. for p = ------------------------- None
1 - no. of new shares (%)
adj. for q = 1 - no. of new shares (%)
p before distribution- cash equivalent
Stock Dividend of a adj. for p = -------------------------------------- Decrease
different company security p before distribution
cash equivalent = other sec.p x no. of
distributed stocks (%)
adj.p
Rights Offering adj. for p = ----------------- Increase
last cum rights p
last cum rights p+subscription p x rights(%)
adj. p = --------------------------------------------
1 + rights (%)
adj. for q = 1 + rights (%)
If the new shares have a dividend
disadvantage, then the subscription price will
be adjusted.
adj.p
Combination: stock adj. for p = ----------------- Increase
distribution (stock dividend last cum rights p
or split) and rights offering
- -- one action applicable to last cum rights p + subscription p x (1 + stock
other (if rights applicable subscription (%)) x rights (%)
after stock distribution) adj. p = -----------------------------------------------
(1 + stock distribution (%))(1 + rights (%))
adj. for q = (1 + stock distribution (%))(1 + rights (%))
adj.p
Combination: stock adj. for p = ------------------ Increase
distribution (stock dividend last cum rights p
or split) and rights offering
- -- one action applicable to last cum rights p - (subscription p x rights(%))
other (if stock distribution adj. p = ------------------------------------------------
applicable after rights) (1 + rights (%)) x (1 + stock distribution (%))
adj. for q = (1 + stock distribution (%))(1 + rights (%))
adj.p
Combination: stock adj. for p = ----------------- Increase
distribution (stock dividend last cum rights p
or split) and rights issues --
neither action is applicable last cum rights p + subscription p x rights(%)
to the other adj. p = ----------------------------------------------
(1 + rights (%)) + stock distribution (%))
adj. for q = (1 + stock distribution (%) + rights (%))
Spin-off p before spinoff - cash equivalent
adj. for p = ---------------------------------- Decrease
p before spinoff
cash equivalent = spunoff stock p x no. of
spunoff stocks (in %)
Repurchase shares-self p after tender
tender adj. for p = --------------- Decrease
p before tender
(p before tender)x(no. of q before tender) -
p after (tender p x no. of tendered q)
tender = --------------------------------------------
(no. of q before tender) x no. of tendered q
no. of q after tender
adj. q = ----------------------
no. of q before tender
</TABLE>
The following table sets forth the high
and low daily closing values, as well as
end-of-quarter closing values, of the
Dow Jones EURO STOXX 50(SM) (price
return) for each quarter in the period
from January 1, 1994 through March 15,
1999. (Although publication of the Dow
Jones EURO STOXX 50(SM) began on
February 26, 1998, historical levels of
the index have been calculated by STOXX
from a base date of December 31, 1991.)
The historical values of the Dow Jones
EURO STOXX 50(SM) should not be taken as
an indication of future performance, and
no assurance can be given as to the
level of the Dow Jones EURO STOXX 50(SM)
as of any Determination Date.
<TABLE>
Daily Closing Values
-----------------------------------
High Low Period End
------- ------- ----------
<S> <C> <C> <C>
1994
First Quarter..... 1459.27 1347.84 1365.74
Second Quarter.... 1441.33 1272.00 1284.60
Third Quarter..... 1401.79 1286.05 1302.53
Fourth Quarter.... 1344.61 1268.62 1320.59
1995
First Quarter..... 1348.10 1274.57 1300.13
Second Quarter.... 1400.60 1298.18 1362.52
Third Quarter..... 1469.19 1371.32 1419.60
Fourth Quarter.... 1509.91 1367.15 1506.82
1996
First Quarter..... 1612.24 1507.65 1612.24
Second Quarter.... 1691.04 1619.33 1665.90
Third Quarter..... 1694.51 1563.32 1694.51
Fourth Quarter.... 1859.10 1693.99 1850.32
1997
First Quarter..... 2169.71 1824.52 2137.28
Second Quarter.... 2438.38 2026.91 2398.41
Third Quarter..... 2699.78 2407.58 2581.36
Fourth Quarter.... 2641.68 2241.21 2531.99
1998
First Quarter..... 3179.72 2466.81 3153.32
Second Quarter.... 3443.76 3061.04 3406.82
Third Quarter..... 3670.82 2670.97 2670.97
Fourth Quarter.... 3354.71 2419.23 3342.32
1999
First Quarter.....
(through
March 15, 1999)... 3685.36 3325.56 3582.78
Source: Bloomberg
</TABLE>
Nikkei 225
Nikkei 225 is a stock index calculated,
published and disseminated by NIKKEI
that measures the composite price
performance of selected Japanese stocks.
Nikkei 225 currently is based on 225
highly capitalized underlying stocks
(the "Underlying Stocks") trading on the
TSE representing a broad cross-section
of Japanese industries. All 225
Underlying Stocks are stocks listed in
the First Section of the TSE. Stocks
listed in the First Section are among
the most actively traded stocks on the
TSE.
Nikkei 225 is a modified, price-weighted
index (i.e., an Underlying Stock's
weight in the index is based on its
price per share rather than the total
market capitalization of the issuer)
which is calculated by (i) multiplying
the per share price of each Underlying
Stock by the corresponding weighting
factor for such Underlying Stock (a
"Weight Factor"), (ii) calculating the
sum of all these products and (iii)
dividing such sum by a divisor (the
"Divisor"). The Divisor, initially set
in 1949 at 225, was 10.052 as of March
1, 1999 and is subject to periodic
adjustments as set forth below. Each
Weight Factor is computed by dividing
Yen50 by the par value of the relevant
Underlying Stock, so that the share
price of each Underlying Stock when
multiplied by its Weight Factor
corresponds to a share price based on a
uniform par value of Yen50. The stock
prices used in the calculation of Nikkei
225 are those reported by a primary
market for the Underlying Stocks
(currently the TSE). The level of
Nikkei 225 is calculated once per minute
during TSE trading hours.
In order to maintain continuity in
Nikkei 225 in the event of certain
changes due to non-market factors
affecting the Underlying Stocks, such as
the addition or deletion of stocks,
substitution of stocks, stock splits or
distributions of assets to stockholders,
the Divisor used in calculating Nikkei
225 is adjusted in a manner designed to
prevent any instantaneous change or
discontinuity in the level of Nikkei
225. Thereafter, the Divisor remains at
the new value until a further adjustment
is necessary as the result of another
change. As a result of such change
affecting any Underlying Stock, the
Divisor is adjusted in such a way that
the sum of all share prices immediately
after such change multiplied by the
applicable Weight Factor and divided by
the new Divisor (i.e., the level of
Nikkei 225 immediately after such
change) will equal the level of Nikkei
225 immediately prior to the change.
An Underlying Stock may be deleted or
added by NIKKEI. Any stock becoming
ineligible for listing in the First
Section of the TSE due to any of the
following reasons will be deleted from
the Underlying Stocks: (i) bankruptcy
of the issuer, (ii) merger of the issuer
with, or acquisition of the issuer by,
another company, (iii) delisting of such
stock, (iv) transfer of such stock to
the "Seiri-Post" because of excess debt
of the issuer or because of any other
reason (v) transfer of such stock to the
"Kanri-Post" (Posts for stocks under
supervision) or (vi) transfer of such
stock to the Second Section. In
addition, Underlying Stocks with
relatively low liquidity, based on
trading volume and price fluctuation
over the past ten years, may be deleted
by NIKKEI subject to a maximum of six
such deletions by reason of low
liquidity per year. Upon deletion of a
stock from the Underlying Stocks, NIKKEI
will select a suitable replacement for
such deleted Underlying Stock in
accordance with certain criteria. In an
exceptional case, a newly listed stock
in the First Section of the TSE that is
recognized by NIKKEI to be
representative of a market may be added
to the Underlying Stocks. In such a
case, an existing Underlying Stock with
low trading volume and not
representative of a market will be
deleted by NIKKEI.
A list of the issuers of the Underlying
Stocks constituting Nikkei 225 is
available from the Nikkei Economic
Electronic Databank System and from the
Stock Market Indices Data Book published
by NIKKEI. NIKKEI may delete, add or
substitute any stock underlying Nikkei
225.
NIKKEI first calculated and published
Nikkei 225 in 1970. The following table
sets forth the high, the low and the
closing values of Nikkei 225 for each
quarter in the period from January 1,
1994 through March 15, 1999, as
published by NIKKEI. The historical
performance of Nikkei 225 should not be
taken as an indication of future
performance, and no assurance can be
given that such performance, taken
together with the performance of the
Basket Stocks, will cause the holders of
the Notes to receive any Supplemental
Redemption Amount under the formula for
determining such Supplemental Redemption
Amount.
<TABLE>
Nikkei 225 Closing Values
-----------------------------------
High Low Close
--------- --------- ---------
<S> <C> <C> <C>
1994
First Quarter..... 20,677.77 17,369.74 19,111.92
Second Quarter.... 21,552.81 19,122.22 20,643.93
Third Quarter..... 20,862.77 19,468.89 19,563.81
Fourth Quarter.... 20,148.83 18,666.93 19,723.06
1995
First Quarter..... 19,684.04 15,749.77 16,139.95
Second Quarter.... 17,103.69 14,507.17 14,517.40
Third Quarter..... 18,758.55 14,485.41 17,913.06
Fourth Quarter.... 20,011.76 17,337.19 19,868.15
1996
First Quarter..... 21,406.85 19,734.70 21,406.85
Second Quarter.... 22,666.80 21,171.82 22,530.75
Third Quarter..... 22,455.50 20,107.15 21,556.40
Fourth Quarter.... 21,612.30 19,161.77 19,361.35
1997
First Quarter..... 19,446.00 17,303.77 18,003.40
Second Quarter.... 20,681.07 17,485.75 20,604.96
Third Quarter..... 17,887.71 17,683.27 17,887.71
Fourth Quarter.... 17,842.16 14,775.22 15,258.74
1998
First Quarter..... 17,264.34 14,664.44 16,527.17
Second Quarter.... 16,536.66 14,715.38 15,830.27
Third Quarter..... 16,731.92 13,406.39 13,406.39
Fourth Quarter.... 15,207.77 12,879.97 13,842.17
1999
First Quarter
(through
March 15, 1999)... 15,779.60 13,232.74 15,779.60
Source: Bloomberg
Discontinuance of Underlying
Indices; Adjustments to
Underlying Indices............ If an Underlying Index is (i) not
calculated and announced by the
Underlying Index Publisher but is
calculated and announced by a successor
publisher (such successor publisher
being referred to as the "Successor
Index Publisher") acceptable to the
Calculation Agent , or (ii) replaced by
a successor index using, in the
determination of the Calculation Agent,
the same or a substantially similar
formula for and method of calculation as
used in the calculation of that Index
(such successor index being referred to
as the "Successor Index"), then that
Underlying Index will be deemed to be
the index so calculated and announced by
that Successor Index Publisher or that
Successor Index, as the case may be.
Upon any selection by the Calculation
Agent of a Successor Index, the
Calculation Agent will cause written
notice thereof to be furnished to the
Trustee, to you, as the holders of the
Notes and to us within three Trading
Days of such selection.
If (i) on or prior to the Initial Index
Date or any Determination Date, a
relevant Underlying Index Publisher
makes a material change in the formula
for or the method of calculating that
Underlying Index or in any other way
materially modifies that Underlying
Index (other than a modification
prescribed in that formula or method to
maintain that Underlying Index in the
event of changes in constituent stock
and capitalization and other routine
events) or (ii) on the Initial Index
Date or any Determination Date, the
Underlying Index Publisher fails to
calculate and announce a relevant
Underlying Index, then the Calculation
Agent shall calculate the relevant Index
Closing Value, as the case may be,
using, in lieu of a published level for
that Index, the level for that
Underlying Index at the Initial Index
Date or any Determination Date as
determined by the Calculation Agent in
accordance with the formula for and
method of calculating that Underlying
Index last in effect prior to that
change or failure, but using only those
securities that comprised that
Underlying Index immediately prior to
that change or failure (other than those
securities that have since ceased to be
listed on any Relevant Exchange).
If the Calculation Agent calculates any
Index Closing Values in accordance with
the preceding paragraph, it will cause
notice of each Index Closing Value to be
provided to you, as holders of the
Notes, on each succeeding Determination
Date until and including January 30,
2005 (unless a Successor Index is prior
thereto determined to be available).
Notwithstanding these alternative
arrangements, discontinuance of the
publication of an Underlying Index may
adversely affect the value of the Notes.
Use of Proceeds and Hedging... The net proceeds we receive from the sale
of the Notes will be used for general
corporate purposes and, in part, by the
our or one or more of our affiliates in
connection with hedging our obligations
under the Notes, including hedging
market risks associated with the
Supplemental Redemption Amount.
On or prior to the Original Issue Date, we,
through our subsidiaries or others, will
hedge our anticipated exposure in connection
with the Notes by the purchase or sale of
exchange traded and over-the-counter
derivatives contracts on the Dow Jones
EURO STOXX 50(SM) or Nikkei 225 or by
taking positions in any other
instruments that we may wish to use in
connection with such hedging. Although
we have no reason to believe that our
hedging activity will have a material
impact on the price of such options,
stocks, futures contracts, and options
on futures contracts, we can give no
assurance that we will not affect such
prices as a result of our hedging
activities. Through our subsidiaries,
we are likely to modify our hedge
position throughout the life of the
Notes, including on each Determination
Date, by purchasing or selling such
derivatives contracts and any other
available securities and instruments.
Supplemental Information
Concerning Plan of
Distribution.................. In order to facilitate the offering of the
Notes, the Agent may engage in
transactions that stabilize, maintain or
otherwise affect the price of the Notes
or the stocks underlying either the Dow
Jones EURO STOXX 50(SM) or Nikkei 225.
Specifically, the Agent may overallot in
connection with the offering, creating a
short position in the Notes for its own
account. In addition, to cover
allotments or to stabilize the price of
the Notes, the Agent may bid for, and
purchase, the Notes or the stocks
underlying either the Dow Jones EURO
STOXX 50(SM) or Nikkei 225 in the open
market. See "Use of Proceeds and
Hedging" above.
License Agreement between STOXX
Ltd. and MS & Co............. STOXX Ltd. and Morgan Stanley & Co.,
Incorporated, or MS & Co., an affiliate
of MSIL, have entered into a non-
exclusive license agreement providing
for the license to MS & Co., in exchange
for a fee, of the right to use the Dow
Jones EURO STOXX 50(SM), which is owned
and published by STOXX, in connection
with certain securities, including the
Notes.
The license agreement between STOXX and
MS & Co. provides that the following
language must be set forth in the
Pricing Supplement:
The Notes are not sponsored, endorsed,
sold or promoted by STOXX or Dow Jones.
Neither STOXX nor Dow Jones makes any
representation or warranty, express or
implied, to the owners of the Notes or
any member of the public regarding the
advisability of investing in securities
generally or in the Notes particularly.
The only relationship of STOXX to MS &
Co. is as the licensor of the Dow Jones
EURO STOXX 50(SM) and of certain
trademarks, trade names and service
marks of STOXX, and as the sublicensor
of the Dow Jones STOXX(SM), the Dow
Jones EURO STOXX(SM) and of certain
trademarks, trade names and service
marks of Dow Jones. The aforementioned
Indexes are determined, composed and
calculated by STOXX or Dow Jones, as the
case may be, without regard to us or the
Notes. Neither STOXX nor Dow Jones is
responsible for or has participated in
the determination of the timing of,
prices at, or quantities of the Notes to
be issued or in the determination or
calculation of the equation by which the
Notes are to be converted into cash.
Neither STOXX nor Dow Jones has any
obligation or liability in connection
with the administration, marketing or
trading of the Notes.
NEITHER STOXX NOR DOW JONES GUARANTEES
THE ACCURACY AND/OR THE COMPLETENESS OF
THE INDEXES OR ANY DATA INCLUDED THEREIN
AND NEITHER SHALL HAVE ANY LIABILITY FOR
ANY ERRORS, OMISSIONS, OR INTERRUPTIONS
THEREIN. NEITHER STOXX NOR DOW JONES
MAKES ANY WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY MSDW, MS
& CO., OWNERS OF THE NOTES, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE
INDEXES OR ANY DATA INCLUDED THEREIN.
DOW JONES MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, OR MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE
WITH RESPECT TO THE INDEXES OR ANY DATA
INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL
EITHER STOXX OR DOW JONES HAVE ANY
LIABILITY FOR ANY LOST PROFITS OR
INDIRECT, PUNITIVE, SPECIAL OR
CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED
OF THE POSSIBILITY THEREOF. THERE ARE
NO THIRD PARTY BENEFICIARIES OF ANY
AGREEMENTS OR ARRANGEMENTS BETWEEN STOXX
AND MS & CO.
The Dow Jones EURO STOXX 50(SM) is owned
by STOXX Ltd. and is a service mark of
Dow Jones & Company, Inc., and has been
licensed for certain purposes by MS &
Co. and its affiliates. [Copyright] 1998
by STOXX Ltd. All rights reserved.
The Dow Jones STOXX and the Dow Jones
EURO STOXX are service marks of Dow
Jones & Company, Inc., and have been
licensed for certain purposes by MS &
Co. and its affiliates. [Copyright] 1998
by Dow Jones & Company, Inc. All rights
reserved.
License Agreement between NIKKEI
and MSDW...................... The use of and reference to Nikkei 225 in
connection with the Notes has been
consented to by NIKKEI, the publisher of
Nikkei 225. NIKKEI has the copyright to
the Nikkei Stock Average. All rights to
Nikkei 225 are owned by NIKKEI. We, the
Calculation Agent and the Trustee
disclaim all responsibility for the
calculation or other maintenance of or
any adjustments to Nikkei 225. NIKKEI
has the right to change the contents of
Nikkei 225 and to cease compilation and
publication of Nikkei 225. In addition,
NIKKEI has no relationship to us or the
Notes; it does not sponsor, endorse,
authorize, sell or promote the Notes,
and has no obligation or liability in
connection with the administration,
marketing or trading of the Notes or
with the calculation of the Initial
Value or the Average Index Value of
Nikkei 225, as described above.
ERISA Matters for Pension Plans
and Insurance Companies....... We and certain of our affiliates, including
MS & Co. and Dean Witter Reynolds Inc.
("DWR"), may each be considered a "party
in interest" within the meaning of the
Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or a
"disqualified person" within the meaning
of the Internal Revenue Code of 1986, as
amended (the "Code") with respect to
many employee benefit plans. Prohibited
transactions within the meaning of ERISA
or the Code may arise, for example, if
the Notes are acquired by or with the
assets of a pension or other employee
benefit plan with respect to which MS &
Co., DWR or any of their affiliates is a
service provider, unless the Notes are
acquired pursuant to an exemption from
the prohibited transaction rules.
The acquisition of the Notes may be
eligible for one of the exemptions noted
below if such acquisition:
(a) (i) is made solely with the assets
of a bank collective investment fund and
(ii) satisfies the requirements and
conditions of Prohibited Transaction
Class Exemption ("PTCE") 91-38 issued by
the Department of Labor ("DOL");
(b) (i) is made solely with assets of
an insurance company pooled separate
account and (ii) satisfies the
requirements and conditions of PTCE 90-1
issued by the DOL;
(c) (i) is made solely with assets
managed by a qualified professional
asset manager and (ii) satisfies the
requirements and conditions of PTCE 84-
14 issued by the DOL;
(d) is made solely with assets of a
governmental plan (as defined in Section
3(32) of ERISA) which is not subject to the
provisions of Section 401 of the Code;
(e) (i) is made solely with assets of
an insurance company general account and
(ii) satisfies the requirements and
conditions of PTCE 95-60 issued by the
DOL; or
(f) (i) is made solely with assets
managed by an in-house asset manager and
(ii) satisfies the requirements and
conditions of PTCE 96-23 issued by the
DOL.
Under ERISA, the assets of a pension or
other employee benefit plan may include
assets held in the general account of an
insurance company which has issued an
insurance policy to such plan or assets
of an entity in which the plan has
invested.
United States Federal
Taxation...................... The investor should refer to the discussion
under "United States Federal Taxation --
Income Taxes -- Notes" in the
accompanying Prospectus Supplement.
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