PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 28 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated October 20, 1999
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Fixed Rate Senior Bearer Notes Due 2004
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We may not redeem these Global Medium-Term Notes, Series D (Senior Euro
Fixed Rate Notes Due 2004) prior to the maturity date other than under the
circumstances described under "Description of Notes--Tax Redemption" in the
accompanying prospectus supplement.
We will issue the notes only in bearer form, which form is further
described under "Description of Notes--Forms of Notes" in the accompanying
prospectus supplement. You may not exchange notes in bearer form at any time for
notes in registered form.
We have applied to the Stock Exchange of Singapore Limited for the listing
and quotation of the notes. The Stock Exchange of Singapore Limited assumes no
responsibility for the correctness of any of the statements or opinions made or
reports contained in this document. Admission to the official list of the Stock
Exchange of Singapore Limited is not to be taken as an indication of the merits
of the issuer or the notes.
We describe the basic features of this type of note in the section called
"Description of Notes--Fixed Rate Notes" in the accompanying prospectus
supplement, subject to and as modified by the provisions described below.
Principal Amount: SGD 100,000,000
Maturity Date: November 12, 2004, provided that if such day is
not a Business Day, the Maturity Date will be the next
succeeding day that is a Business Day, except that, if
that Business Day would fall in the next calendar
month, the Maturity Date will be the immediately
preceding Business Day.
Settlement Date
(Original Issue Date): November 12, 1999
Interest Accrual Date: November 12, 1999
Issue Price: 100%
Specified Currency: Singapore dollars ("SGD")
Redemption Percentage
at Maturity: 100%
Initial Redemption
Percentage: N/A
Annual Redemption
Percentage Reduction: N/A
Optional Repayment
Date(s): N/A
Interest Rate: 4.70% per year (on an actual/365 day count basis)
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Interest Payment
Dates: Every November 12 and May 12, commencing May 12, 2000,
provided that if any such day is not a Business Day,
that Interest Payment Date will be the next succeeding
day that is a Business Day, except that, if that
Business Day would fall in the next calendar month, the
Interest Payment Date will be the immediately preceding
Business Day. The interest paid on that succeeding, or
preceding, Business Day will be calculated from and
including the most recent date that interest was paid
to but excluding the current Interest Payment Date.
Interest Payment Period: Semi-annually
Denominations: SGD 250,000
Business Day: Singapore, New York and London
ISIN#: SG4840874715
(continued on next page)
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
A copy of this document has been lodged with the Registrar of Companies in
Singapore as an information memorandum for the purposes of Section 106D of the
Companies Act, Chapter 50 of Singapore. The Registrar of Companies in Singapore
takes no responsibility as to the contents of this document.
THE DEVELOPMENT BANK OF SINGAPORE LTD MORGAN STANLEY DEAN WITTER
Overseas Union Bank Limited Oversea-Chinese Banking Corporation Limited
United Overseas Bank Limited
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Paying Agent: The Chase Manhattan Bank, Singapore Branch
Depositary: The Central Depository (Pte) Limited
In accordance with the requirements of the Depositary, for so long as any
of the notes is represented by a permanent global note held by the Depositary,
each person who is shown in the records of the Depositary as the holder of a
particular principal amount of the notes (each an "Accountholder") shall be
deemed to be (and shall be treated by us, the principal paying agent and all of
our other agents as) the holder of that principal amount of notes for all
purposes (including but not limited to for the purposes of giving notice to us)
other than with respect to the payment of principal, interest and other amounts
in respect of the notes, the right to which shall be vested, as against us,
solely in the bearer of the permanent global note, in accordance with and
subject to its terms.
Plan of Distribution:
On October 20, 1999, we agreed to sell to the managers listed in this
pricing supplement, and they severally agreed to purchase, as principal and not
as our agent, the principal amount of notes set forth opposite their respective
names below at a net price of 99.75%, which we refer to as the "purchase price."
The purchase price equals the stated issue price of 100% less a selling
concession of 0.15% and a combined management and underwriting commission of
0.10% of the principal amount of these notes.
Principal Amount of
Name Notes
---- -------------------
The Development Bank of Singapore Ltd................. SGD 50,000,000
Morgan Stanley & Co. International Limited............ 41,000,000
Oversea-Chinese Banking Corporation Limited........... 3,000,000
Overseas Union Bank Limited........................... 3,000,000
United Overseas Bank Limited.......................... 3,000,000
Total......................................... SGD 100,000,000
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Each manager represents and agrees that it will not offer or sell the notes
and will not circulate or distribute this pricing supplement and the
accompanying prospectus and prospectus supplement or material relating to the
notes, directly or indirectly, to the public or any member of the public in
Singapore other than (i) to an institutional investor or other person specified
in Section 106C of the Companies Act, Chapter 50 of Singapore (the "Companies
Act"), (ii) to a sophisticated investor, and in accordance with the conditions,
specified in Section 106D of the Companies Act or (iii) otherwise pursuant to,
and in accordance with the conditions of, any other applicable provisions of the
Companies Act. Each manager represents, acknowledges and agrees that it is
acquiring the notes as principal, that in any resale of the notes it acts as
principal and not as our agent and that it will not make any representation
otherwise to any person.
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