PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 57 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated April 6, 1998 Dated February 25, 1999
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due 2002
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We may not redeem these Global Medium-Term Notes, Series D
(Euro Floating Rate Senior Bearer Notes Due 2002) 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, Denominations, Exchange
and Transfer" in the accompanying Prospectus Supplement. You may not exchange
notes in bearer form at any time for notes in registered form.
Application has been made to the London Stock Exchange Limited
for the notes to be admitted on the Official List.
We describe the basic features of this type of note in the
section called "Description of Notes--Floating Rate Notes" in the accompanying
Prospectus Supplement, subject to and as modified by the provisions described
below.
Principal Amount: Euro 132,500,000
Maturity Date: March 4, 2002; provided that if such day is not a
Business Day, the payment of principal and
interest due on such date will be made on the next
succeeding day that is a Business Day, and no
interest shall accrue for the period from and
after the Maturity Date.
Settlement and Issue
Date: March 4, 1999
Interest Accrual Date: March 4, 1999
Issue Price: 100%
Specified Currency: Euro
Redemption Percentage
at Maturity: 100%
Base Rate: EURIBOR (on an actual/360 day count basis).
See "Other provisions -- 1 Month EURIBOR" below.
Spread (Plus or Minus): Plus 0.25% per annum
Spread Multiplier: N/A
Alternate Rate Event
Spread: N/A
Index Currency: N/A
Interest Determination
Dates: The second TARGET Settlement Day immediately
preceding each Interest Reset Date
Initial Interest Rate: To be determined two TARGET Settlement Days prior
to the date of issuance.
Index Maturity: 1 Month
Maximum Interest Rate: 8.25% per annum
Minimum Interest Rate: N/A
Initial Redemption Date: N/A
Initial Redemption
Percentage: N/A
Annual Redemption
Percentage Reduction: N/A
Optional Repayment
Date(s): N/A
Interest Payment Dates: The fourth day of each month, commencing April
4, 1999 (each an "Interest Payment Date");
provided that if any such day (other than the
Maturity Date) is not a Business Day, such
Interest Payment Date will be the next succeeding
day that is a Business Day, unless such succeeding
Business Day falls in the next succeeding calendar
month, in which case such Interest Payment Date
will be the immediately preceding day that is a
Business Day
Interest Payment Period: Monthly
Interest Reset Dates: Each Interest Payment Date
Interest Reset Periods: The period from and including an Interest Reset
Date to but excluding the immediately succeeding
Interest Reset Date.
Calculation Agent: The Chase Manhattan Bank (London Branch)
(continued on next page)
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY DEAN WITTER
ABN AMRO COMMERZBANK AKTIENGESELLSCHAFT
(continued from previous page)
Initial Interest Reset
Date: April 4, 1999; provided that if such day is not a
Business Day, such Initial Interest Reset Date
will be the next succeeding day that is a Business
Day, unless such succeeding Business Day falls in
the next succeeding calendar month, in which case
such Initial Interest Reset Date will be the
immediately preceding day that is a Business Day.
Denominations: Euro 100,000
Common Code: 9534440
ISIN: XS0095344403
Reporting Service: Telerate 248
Other Provisions:
1 Month EURIBOR: The rate for deposits in euros for a period of one
month which appears on Telerate Page 248 as of 11:00 A.M. (Brussels
time) on each Interest Determination Date. If no such rate appears,
the Calculation Agent will request the principal Euro-zone office of
each of four major banks in the Euro-zone interbank market, as
selected by the Calculation Agent (after consultation with us), to
provide the Calculation Agent with its offered rate for deposits in
euros, at approximately 11:00 A.M. (Brussels time) on such Interest
Determination Date, to prime banks in the Euro-zone interbank market
for a period of one month commencing on the applicable Interest Reset
Date, and in a principal amount not less than the equivalent of U.S.$1
million in euro that is representative of a single transaction in
euro, in such market at such time. If at least two such quotations
are provided, 1 Month EURIBOR will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, 1 Month
EURIBOR will be the arithmetic mean of the rates quoted by major banks
in the Euro-zone, as selected by the Calculation Agent (after
consultation with us), at approximately 11:00 A.M. (Brussels time),
on the applicable Interest Reset Date for loans in euro to leading
European banks for a period of one month commencing on that Interest
Reset Date in a principal amount not less than the equivalent of
U.S.$1 million in euro.
EURIBOR: The rate for deposits in euros designated as such and
sponsored jointly by the European Banking Federation and ACI - The
Financial Market Association (or any company established by the joint
sponsors for purposes of compiling and publishing such rates).
Business Day: Any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banking
institutions are authorized or required by law or regulation to close
in The City of New York or in The City of London and which is a TARGET
Settlement Day.
TARGET Settlement Day: Any day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System is open.
Euro-zone: The region comprised of member states of the European
Union that adopt the single currency in accordance with the Treaty.
United States Federal Income Taxation:
The Internal Revenue Service Restructuring and Reform Act of 1998
eliminated the 18-month holding period requirement for certain individual
taxpayers to qualify for the lowest tax rate for capital gain. The minimum
holding period required to qualify for the lowest tax rate currently is 12
months. In addition, 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. Lastly, the definition of "Foreign
Holder" (as defined in "United States Federal Taxation" in the accompanying
Prospectus Supplement) has been amended so that, with respect to a corporation
or partnership, Foreign Holder includes a corporation, partnership or other
entity that was not created or organized in or under the laws of the United
States, any State thereof or the District of Columbia.
Limitations on Issuance of Bearer Securities and Bearer Debt Warrants:
The definition of "United States person" (as defined in "Limitations on
Issuance of Bearer Securities and Bearer Debt Warrants" in the accompanying
Prospectus) has been amended so that, with respect to a corporation or
partnership, United States person includes a corporation, partnership or other
entity that was created or organized in or under the laws of the United
States, any State thereof or the District of Columbia.
Plan of Distribution:
On February 25, 1999, we agreed to sell to the managers listed in this
Pricing Supplement, and they severally agreed to purchase, the principal
amount of notes set forth opposite their respective names below at a net price
of 99.80% (the "Purchase Price"). The Purchase Price equals the stated Issue
Price of 100% less a selling concession of 0.05% and a combined management and
underwriting commission of 0.15% of the principal amount of these notes.
Principal Amount of
Name Notes
---- -------------------
Morgan Stanley & Co. International Limited....... Euro 130,500,000
ABN AMRO Bank N.V................................ 1,000,000
Commerzbank Aktiengesellschaft................... 1,000,000
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Total....................................... Euro 132,500,000
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