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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 or Organization) (IRS Employer Identification no.)
1585 Broadway, New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of securities pursuant to registration of a class of securities
Section 12(b) of the Exchange Act and is pursuant to Section 12(g) of the
effective pursuant to General Exchange Act and is effective
Instruction A.(c), please check the pursuant to General Instruction
following box. [X] A.(d), please check the following
box. [ ]
Securities Act registration statement file number to which this form relates:
333-46935
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 Redemption THE AMERICAN STOCK EXCHANGE
Quarterly-pay Securities due March 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
Securities(SM) due March 15, 2001" (the "Reset PERQS(SM)"). 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. 333-46935) (the "Registration Statement"), as supplemented by the
information under the caption "Description of Notes" in the prospectus
supplement dated March 26, 1998 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
February 25, 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.
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: February 25, 1999 By: /s/ Ronald T. Carman
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Name: Ronald T. Carman
Title: Assistant Secretary
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Reset PERQS A-1
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR $
CUSIP: 617446257
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.
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 MARCH 15, 2001
RESET PERQS MANDATORILY EXCHANGEABLE
FOR SHARES OF COMMON STOCK OF
MCI WORLDCOM, INC.
<TABLE>
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<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: % per ORIGINAL MATURITY
, 1999 DATE: N/A annum (equivalent to $ DATE: March 15, 2001
per annum per
Reset PERQS)
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INTEREST ACCRUAL INITIAL REDEMPTION APPLICABILITY OF OPTIONAL
DATE: , 1999 PERCENTAGE: N/A MODIFIED REPAYMENT
PAYMENT UPON DATE(S): N/A
ACCELERATION: N/A
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TOTAL AMOUNT OF ANNUAL REDEMPTION If yes, state Issue Price: EXCHANGE RATE
OID: N/A PERCENTAGE N/A AGENT: N/A
REDUCTION: N/A
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ORIGINAL YIELD TO SPECIFIED CURRENCY:
MATURITY: N/A U.S. Dollars
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INITIAL ACCRUAL INTEREST PAYMENT
PERIOD: N/A DATES: Each March
__, June __, September
__ and December __,
beginning June __, 1999
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APPLICABILITY OF INTEREST PAYMENT
ISSUER'S OPTION TO PERIOD: Quarterly
EXTEND ORIGINAL
MATURITY DATE:
N/A
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If yes, state Final Maturity APPLICABILITY OF
Date: N/A ANNUAL INTEREST
PAYMENTS: N/A
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OTHER PROVISIONS:
(See below)
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</TABLE>
Denominations................. $ and integral multiples thereof
First Year Cap Price.......... $
First Year Determination Date. March 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 MCI
WorldCom 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 ("MCI WorldCom Stock"), of MCI
WorldCom, Inc. ("MCI WorldCom") 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 below) 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
MCI WorldCom Stock at the Exchange Ratio.
The initial Exchange Ratio, initially set at
0.1, is subject to adjustment on the First
Year Determination Date and at maturity in
order to cap the value of the MCI WorldCom
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 MCI WorldCom 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 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 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 MCI WorldCom 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
MCI WorldCom 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 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 MCI
WorldCom 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 MCI
WorldCom 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 accrue
for the period from and after such
accelerated maturity date; provided, that the
Issuer has deposited with the Exchange Agent
the MCI WorldCom 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 MCI WorldCom Stock (or any Exchange
Property) and cash in respect of interest and
any fractional shares of MCI WorldCom 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
below), except with respect to the holder's
right to receive the MCI WorldCom 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 MCI WorldCom 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 MCI WorldCom Stock in
an amount equal to the corresponding
fractional Market Price of such fraction of
a share of MCI WorldCom 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.
Market Price.................. If MCI WorldCom 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
("NASDAQ NMS") 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 MCI WorldCom
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 MCI WorldCom 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, the last reported sale
price on the over-the-counter market as
reported on the NASDAQ NMS 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, the Market
Price for any Trading Day shall be the mean,
as determined by the Calculation Agent, of
the bid prices for MCI WorldCom 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
NMS" 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 NMS, the Chicago Mercantile
Exchange, the Chicago Board of Options
Exchange and in the over-the-counter
market for equity securities in the United
States.
Acceleration Event............ If on any date the product of the Market
Price per share of MCI WorldCom 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 MCI
WorldCom 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 MCI WorldCom 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 MCI WorldCom
Stock.
2. If MCI WorldCom Stock is subject (i)
to a stock dividend (issuance of
additional shares of MCI WorldCom Stock)
that is given ratably to all holders of
shares of MCI WorldCom Stock or (ii) to a
distribution of MCI WorldCom Stock as a
result of the triggering of any provision
of the corporate charter of MCI WorldCom,
then once the dividend has become
effective and MCI WorldCom 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 MCI WorldCom 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 MCI WorldCom Stock other than
distributions described in clause (v) of
paragraph 5 below and Extraordinary
Dividends as described below. A cash
dividend or other distribution with
respect to MCI WorldCom Stock shall be
deemed to be an "Extraordinary Dividend"
if such dividend or other distribution
exceeds the immediately preceding non-
Extraordinary Dividend for MCI WorldCom
Stock by an amount equal to at least 10%
of the Market Price of MCI WorldCom 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 MCI WorldCom Stock,
the Exchange Factor with respect to MCI
WorldCom 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
MCI WorldCom 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 MCI
WorldCom 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 MCI WorldCom Stock
described in clause (v) of paragraph 5
below that also constitutes an
Extraordinary Dividend shall cause an
adjustment to the Exchange Factor pursuant
only to clause (v) of paragraph 5.
4. If MCI WorldCom issues rights or
warrants to all holders of MCI WorldCom
Stock to subscribe for or purchase MCI
WorldCom Stock at an exercise price per
share less than the Market Price of the
MCI WorldCom Stock on both (i) the date
the exercise price of such rights or
warrants is determined and (ii) the
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 MCI
WorldCom Stock outstanding immediately
prior to the issuance of such rights or
warrants plus the number of additional
shares of MCI WorldCom Stock offered for
subscription or purchase pursuant to such
rights or warrants and the denominator of
which shall be the number of shares of MCI
WorldCom Stock outstanding immediately
prior to the issuance of such rights or
warrants plus the number of additional
shares of MCI WorldCom Stock which the
aggregate offering price of the total
number of shares of MCI WorldCom 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 of MCI WorldCom Stock,
(ii) MCI WorldCom or any surviving entity
or subsequent surviving entity of MCI
WorldCom (a "MCI WorldCom Successor") has
been subject to a merger, combination or
consolidation and is not the surviving
entity, (iii) any statutory exchange of
securities of MCI WorldCom or any MCI
WorldCom Successor with another
corporation occurs (other than pursuant to
clause (ii) above), (iv) MCI WorldCom is
liquidated, (v) MCI WorldCom issues to
all of its shareholders equity securities
of an issuer other than MCI WorldCom
(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 MCI WorldCom 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, 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 a Spin-off Event, the share of MCI
WorldCom Stock with respect to which the
spun-off security was issued
(collectively, the "Exchange Property") in
an amount with a value equal to (a) if the
Exchange Ratio has not been adjusted prior
to maturity, the Transaction Value or (b)
if the Exchange Ratio has been adjusted,
an amount 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 MCI WorldCom Stock and the
holder of this Reset PERQS shall receive
in lieu of any MCI WorldCom 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 MCI WorldCom
Stock, as adjusted by the Exchange Factor,
(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 date of receipt, of such Exchange
Property received for each share of MCI
WorldCom Stock, as adjusted by the
Exchange Factor 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 MCI
WorldCom Stock, as adjusted by the
Exchange Factor.
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.
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 MCI WorldCom 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 MCI WorldCom Stock (and any other security
that may be included as Exchange Property):
(i) a suspension, absence or material
limitation of trading of MCI WorldCom
Stock (or any such security) on the
primary market for MCI WorldCom 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 MCI WorldCom Stock
(or any such security) as a result of
which the reported trading prices for MCI
WorldCom 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 MCI WorldCom Stock (or any such
security), if available, during the
one-half hour period preceding the close
of trading in the applicable 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 the
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 March 15, 2001 (Mandatorily
Exchangeable for Shares of Common Stock of
MCI WorldCom, Inc.).
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 New York Stock
Exchange 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 MCI
WorldCom 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 MCI WorldCom 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 MCI WorldCom Stock (or any such
security) are traded shall not include any
time when such securities market is itself
closed for trading under ordinary
circumstances.
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 to secure the holder's obligation to
purchase the MCI WorldCom 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 MCI WorldCom Stock at
maturity (or, alternatively, upon an earlier
redemption of this Reset PERQS).
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
MCI WorldCom 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 Original Maturity Date specified above or, if the maturity hereof is
extended in accordance with the procedures set forth below to an Extended
Maturity Date, as defined below, on such Extended Maturity Date (except to
the extent previously redeemed or repaid) and to pay interest thereon at
the Interest Rate per annum specified above or, if the interest rate hereon
is reset or re-established in connection with an extension of maturity in
accordance with the procedures specified on the reverse hereof, at the
interest rate per annum determined pursuant to such procedures, from and
including the Interest Accrual Date specified above until the principal
hereof is paid or duly made available for payment (except as provided
below), 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. Except as provided above and
unless otherwise indicated on the face of this Note, the Interest Payment
Dates for this Note shall be March 1 and September 1.
Interest on this Note will accrue from and including 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 and including
the Interest Accrual Date, until, but excluding the date the principal hereof
has been paid or duly made available for payment (except as provided below).
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) (each such date a
"Record Date"); provided, however, that interest payable at maturity,
redemption or repayment 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, that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close
in The City of New York and (i) with respect to Notes denominated in a
Specified Currency other than U.S. dollars, Australian dollars or European
Currency Units ("ECUs"), in the principal financial center of the country of
the Specified Currency, (ii) with respect to Notes denominated in Australian
dollars, in Sydney and (iii) with respect to Notes denominated in ECUs, that
is not a non-ECU clearing day, as determined by the ECU Banking Association in
Paris.
Payment of the principal of this Note, any premium and the
interest due at maturity (or on 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. 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 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
not less than 15 calendar days prior to the applicable payment date; provided
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 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 or at least ten days prior to the Maturity Date or
any redemption or repayment date, 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 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 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 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.
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
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 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 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 Senior Indenture dated as of March 1, 1998 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 Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered. The Issuer has
appointed The Chase Manhattan Bank (formerly known as Chemical 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 provided on the face of this Note, 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 of this Note, 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 (except as provided below). 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 (except as provided below). 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, 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.
Notwithstanding the foregoing, this Note may be redeemed in
accordance with the terms of any Extension Notice, as defined below, sent to
the holder hereof as described below.
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 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
(except as provided below). 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. Unless the Issuer exercises its option to extend the
Original Maturity Date hereof for one or more periods as specified on the face
hereof (and as described in the fourth succeeding paragraph below) or unless
otherwise indicated on the face of this Note, 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.
If so indicated on the face of this Note, the Issuer has the
option to extend the Original Maturity Date hereof for one or more periods of
one or more whole years (each an "Extension Period") up to but not beyond the
Final Maturity Date specified on the face hereof and in connection therewith
to establish a new interest rate and new redemption provisions for the
Extension Period.
The Issuer may exercise such option by notifying the Paying
Agent of such exercise at least 45 but not more than 60 days prior to the
Original Maturity Date or, if the maturity hereof has already been extended,
prior to the maturity date then in effect (an "Extended Maturity Date"), such
notice to be accompanied by the form of the Extension Notice referred to
below. No later than 38 days prior to the Original Maturity Date or an
Extended Maturity Date, as the case may be (each, a "Maturity Date"), the
Paying Agent will mail to the holder hereof a notice (the "Extension Notice")
relating to such Extension Period, first class mail, postage prepaid, setting
forth (a) the election of the Issuer to extend the maturity of this Note; (b)
the new Extended Maturity Date; (c) the interest rate applicable to the
Extension Period; and (d) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which, the period or periods
during which and the price or prices at which such redemption may occur during
the Extension Period. Upon the mailing by the Paying Agent of an Extension
Notice to the holder of this Note, the maturity hereof shall be extended
automatically, and, except as modified by the Extension Notice and as
described in the next paragraph, this Note will have the same terms it had
prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 10:00 a.m., New
York City time, on the twentieth calendar day prior to the Maturity Date in
effect immediately preceding the mailing of the applicable Extension Notice
(or if such day is not a Business Day, not later than 10:00 a.m., New York
City time, on the immediately succeeding Business Day), the Issuer may, at its
option, revoke the interest rate provided for in such Extension Notice and
establish a higher interest rate for the Extension Period by causing the
Paying Agent to send notice of such higher interest rate to the holder of this
Note by first class mail, postage prepaid, or by such other means as shall be
agreed between the Issuer and the Paying Agent. Such notice shall be
irrevocable. All Notes with respect to which the Maturity Date is extended in
accordance with an Extension Notice will bear such higher interest rate for
the Extension Period, whether or not tendered for repayment.
If the Issuer elects to extend the maturity hereof, the holder
of this Note will have the option to require the Issuer to repay this Note on
the Maturity Date in effect immediately preceding the mailing of the
applicable Extension Notice at a price equal to the principal amount hereof
plus any accrued and unpaid interest to such date. In order for this Note to
be so repaid on such Maturity Date, the holder hereof must follow the
procedures set forth above for optional repayment, except that the period for
delivery of this Note or notification to the Paying Agent shall be at least 25
but not more than 35 days prior to the Maturity Date in effect immediately
preceding the mailing of the applicable Extension Notice and except that if
the holder hereof has tendered this Note for repayment pursuant to this
paragraph he may, by written notice to the Paying Agent, revoke any such
tender for repayment until 3:00 p.m., New York City time, on the twentieth
calendar day prior to the Maturity Date then in effect (or, if such day is not
a Business Day, until 3:00 p.m., New York City time, on the immediately
succeeding Business Day).
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 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 New
York City 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; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, 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 any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such 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, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such 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 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, insolvency and reorganization 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
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.
Subject to the provisions below, the value of the ECU, in which
the Notes may be denominated or may be payable, is equal to the value of the
ECU that is from time to time used as the unit of account of the EC. If the
ECU becomes a currency in its own right in accordance with the Treaty, all
references to ECU in the Notes shall be construed as references to such
currency.
With respect to each due date for the payment of principal of,
or interest on, the Notes on or after the first business day in Brussels on
which the ECU ceases to be used as the unit of account of the EC, and has not
become a currency in its own right replacing all or some of the currencies of
the member States of the EC, the Issuer shall choose a substitute currency
(the "Chosen Currency"), which may be any currency which was, on the last day
on which the ECU was used as the unit of account of the EC, a component
currency of the ECU or U.S. dollars, in which all payments due on or after
that date with respect to the Notes and coupons shall be made. Notice of the
Chosen Currency so selected shall be provided by first class mail to each
holder at the address of such holder which appears on the books maintained by
the registrar and to the Paying Agent. The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of the fourth business day in
Brussels prior to the date on which such payment is due.
On the first business day in Brussels on which the ECU ceases
to be used as the unit of account of the EC, and has not become a currency in
its own right replacing all or some of the currencies of the member States of
the EC, the Issuer shall select a Chosen Currency in which all payments with
respect to Notes and coupons having a due date prior thereto but not yet
presented for payment are to be made. The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of such first business day.
The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined by, or on behalf of, the
Exchange Rate Agent on the following basis. The amounts and components
composing the ECU for this purpose (the "Components") shall be the amounts and
components that composed the ECU as of the last date on which the ECU was used
as the unit of account of the EC. The equivalent of the ECU in the Chosen
Currency shall be calculated by, first, aggregating the U.S. dollar
equivalents of the Components; and then, in the case of a Chosen Currency
other than U.S. dollars, using the rate used for determining the U.S. dollar
equivalent of the Components in the Chosen Currency as set forth below,
calculating the equivalent in the Chosen Currency of such aggregate amount in
U.S. dollars.
The "Exchange Rate Agent" shall be Morgan Stanley & Co.
Incorporated, unless otherwise indicated on the face hereof.
The U.S. dollar equivalent of each of the Components shall be
determined by, or on behalf of, the Exchange Rate Agent on the basis of the
middle spot delivery quotations prevailing at 2:30 p.m., Brussels time, on the
Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent
from one or more major banks, as selected by the Issuer, in the country of
issue of the component currency in question.
If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent shall (except as provided below) use the most recent direct
quotations for such Component obtained by it or on its behalf, provided that
such quotations were prevailing in the country of issue not more than two
Business Days before such Day of Valuation. If such most recent quotations
were so prevailing in the country of issue more than two Business Days before
such Day of Valuation, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates derived from the
middle spot delivery quotations for such component currency and for the U.S.
dollar prevailing at 2:30 p.m., Brussels time, on such Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate agent from one or more major
banks, as selected by the Issuer, in a country other than the country of issue
of such component currency. Notwithstanding the foregoing, the Exchange Rate
Agent shall determine the U.S. dollar equivalent of such Component on the
basis of such cross rates if the Issuer or such agent judges that the
equivalent so calculated is more representative than the U.S. dollar equivalent
calculated as provided in the first sentence of this paragraph. Unless
otherwise specified by the Issuer, if there is more than one market for
dealing in any component currency by reason of foreign exchange regulations or
for any other reason, the market to be referred to in respect of such currency
shall be that upon which a non-resident issuer of securities denominated in
such currency would purchase such currency in order to make payments in
respect of such securities.
Payments in the Chosen Currency will be made at the specified
office of a paying agent in the country of the Chosen Currency, or, if none,
or at the option of the holder, at the specified office of any Paying Agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.
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.
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.
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.
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.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
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[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[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:
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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.
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
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(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:
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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.
