PROSPECTUS Dated March 26, 1998 Pricing Supplement No. 64 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-46935
Dated March 26, 1998 Dated March 18, 1999
Rule 424(b)(3)
$16,005,000
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
-----------------------
Exchangeable Notes Due March 2, 2006
Exchangeable for Shares of Common Stock of
MCI WORLDCOM, INC.
-----------------------
The notes will not pay any interest but will be issued at a discount and thus
have a minimum yield to maturity of 0.25%. Beginning May 25, 1999, you will be
able to exchange your notes for a number of shares of MCI WorldCom common stock,
subject to our right to call all of the notes on or after February 25, 2002.
o The price of each note is $982.85 (98.285% of the $1,000 principal amount
at maturity). This issue price represents a yield to maturity of 0.25% per
year compounded semi-annually.
o We will not make any coupon interest payments on the notes.
o Beginning May 25, 1999, you will have the right to exchange each Note for
9.25 shares of MCI WorldCom common stock. If you exchange, we will have the
right to deliver either the actual shares or the cash value of such shares
to you. You will not receive any accrued original issue discount.
o Beginning February 25, 2002, we have the right to call all of the notes and
pay you the call price, which will be an amount per note equal to the issue
price of $982.85 plus accrued original issue discount, or OID, to the call
date. However, if the market value of 9.25 shares of MCI WorldCom common
stock on the last trading day before we send our call notice is equal to or
greater than the call price, we will deliver to you 9.25 shares of MCI
WorldCom common stock per note instead.
o If we decide to call the notes, we will give you notice at least 30 but not
more than 60 days before the call date specified in the notice. If we
notify you that we will be delivering shares of MCI WorldCom common stock
on the call date, rather than the cash call price, you will still be able
to exercise your exchange right on any day prior to the call date.
o If you hold the notes to maturity, we will pay you $1,000 per note.
o MCI WorldCom is not involved in this offering of the notes in any way and
will have no financial obligation with respect to the notes.
o The notes have been approved for listing on the New York Stock Exchange,
Inc., subject to official notice of issuance. The NYSE listing symbol for
the notes is "MSWCOM ZRB06."
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."
The notes involve risks not associated with an investment in conventional debt
securities. See "Risk Factors" beginning on PS-6.
-----------------------
PRICE 98.285%
-----------------------
Price to Public Agent's Commission Proceeds to Company
--------------- ------------------ -------------------
Per Note........ 98.285% 0.25% 98.035%
Total........... $15,730,514.25 $40,012.50 $15,690,501.75
MORGAN STANLEY DEAN WITTER
<PAGE>
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PS-2
<PAGE>
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 $982.85 We, Morgan Stanley Dean Witter & Co., are
offering you Exchangeable Notes due March 2,
2006, which you may exchange for MCI
WorldCom, Inc. common stock ("MCI WorldCom
Stock") beginning on May 25, 1999. The price
of each note is $982.85 (98.285% of the
$1,000 principal amount at maturity). We
will not pay interest on the notes. If you
hold the notes to maturity, which is March
2, 2006, we will pay you $1,000 per note.
This payment represents the $982.85 issue
price plus a yield to maturity of 0.25% per
year compounded semi-annually.
Your Exchange Right
The exchange ratio Beginning May 25, 1999, you may exchange
is 9.25 each note for a number of shares of
MCI WorldCom Stock equal to the exchange
ratio. The exchange ratio is 9.25 shares of
MCI WorldCom Stock per note, subject to
adjustment for certain corporate events
relating to MCI WorldCom, Inc. ("MCI
WorldCom"). When you exchange your notes,
Morgan Stanley & Co. Incorporated ("MS &
Co."), acting as calculation agent, will
determine the exact number of shares you
will receive based on the principal amount
of the notes you exchange and the exchange
ratio as it may have been adjusted through
the time of the exchange.
To exchange a note on any day, you must
instruct your broker or other person with
whom you hold your notes to take the
following steps through normal clearing
system channels:
o fill out an Official Notice of Exchange,
which is attached as Annex A to this
Pricing Supplement;
o deliver your Official Notice
of Exchange to us before 11:00 a.m. (New
York City time) on that day; and
o deliver your note certificate to The Chase
Manhattan Bank, as trustee for our senior
notes, on that day.
If you give us your Official Notice of
Exchange after 11:00 a.m. (New York City
time) on any day or on a day when the stock
markets are closed, your notice will not
become effective until the next day that the
stock markets are open.
We can choose to pay you We will pay you, at our option, within 3
cash or MCI WorldCom business days after you give us your Official
Stock if you elect to Notice of Exchange, either:
exchange your notes
o shares of MCI WorldCom Stock, or
o the cash value of such shares.
PS-3
<PAGE>
We will not pay any accrued original issue
discount if you elect to exchange your notes.
Our right to call the notes may affect your
ability to exchange your notes.
Our Call Right
Beginning February 25, 2002, we have the
right to call all of the notes. If we call
the notes, we will do the following:
o send a notice announcing that we have
decided to call the notes;
o specify in the notice a call date when
you will receive payment in exchange for
delivering your notes to the trustee; that
call date will not be less than 30 or more
than 60 days after the date of the notice;
and
o specify in the notice the number of
shares of MCI WorldCom Stock or the cash
call price that we will pay you in
exchange for each note, as explained in
the next paragraph.
We may call the notes for On the last trading day before the date
stock or cash, depending of our call notice, the calculation
on the price of MCI WorldCom agent will determine the value of the
Stock shares of MCI WorldCom Stock that a
noteholder would receive upon exchange
of a note. That value is referred to as
parity. If parity is less than the call
price (the sum of the issue price of
$982.85 plus the yield that will have
accrued on the note to the call date),
then we will pay the call price to you
in cash. If we notify you that we will
give you cash on the call date, you will
no longer be able to exercise your
exchange right.
If, however, parity as so determined is
equal to or greater than the call price,
then we will deliver the shares of MCI
WorldCom Stock instead. In that case,
you will still have the right to
exercise your exchange right on any day
prior to the call date.
Price of MCI WorldCom Stock
MCI WorldCom Stock is The last reported sales price on the New
currently $93.75 a share York Stock Exchange of MCI WorldCom
Stock on the date of this Pricing
Supplement was $93.75. You can review
the publicly-reported prices of MCI
WorldCom Stock for the last three years
in the "Historical Information" section
of this Pricing Supplement.
The Calculation Agent
We have appointed MS & Co. to act as
calculation agent for The Chase
Manhattan Bank, the trustee for our
senior notes. As calculation agent, MS &
Co. will determine the exchange ratio
and calculate the amount of MCI WorldCom
Stock or cash that you receive if you
exercise your exchange right or if we
call the notes. As calculation agent, MS
& Co. will also adjust the exchange
ratio for certain corporate events that
could affect the price of the MCI
WorldCom Stock and that we describe in
the section called "Description of
Notes--Antidilution Adjustments" in this
Pricing Supplement.
No Affiliation with MCI WorldCom
MCI WorldCom is not an affiliate of ours
and is not involved with this offering
in any way. The notes are obligations of
Morgan Stanley Dean Witter & Co. and not
of MCI WorldCom.
PS-4
<PAGE>
More Information on the Notes
The notes are senior notes issued as
part of our Series C medium-term note
program. You can find a general
description of our Series C medium-term
note program in the accompanying
Prospectus Supplement dated March 26,
1998. We describe the basic features of
this type of note in the sections called
"Description of Notes--Fixed Rate Notes"
and "--Exchangeable Notes."
Because this is a summary, it does not
contain all of the information that may
be important to you, including the
specific requirements for the exercise
of your exchange right and of our call
right. You should read the "Description
of Notes" section in this Pricing
Supplement. You should also read about
some of the risks involved in investing
in the notes in the section called "Risk
Factors."
How to reach us
You may contact Morgan Stanley Dean
Witter & Co. at our principal executive
offices at 1585 Broadway, New York, New
York 10036 (telephone number (212)
761-4000).
PS-5
<PAGE>
RISK FACTORS
The notes are not secured and are riskier ordinary debt securities. 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.
Yield to Maturity Less Than These notes have a yield to maturity of
Interest on Ordinary Notes 0.25% per year based on the issue price
of $982.85 and computed on a semi-annual
bond-equivalent basis. This yield to
maturity is lower than the rate of
interest that we would pay on
non-exchangeable senior notes maturing
at the same time as the notes. If you
exchange your notes for MCI WorldCom
Stock, you will not receive accrued
original issue discount.
Notes May Not Be There may be little or no secondary
Actively Traded market for the notes. Although the notes
have been approved for listing on the
New York Stock Exchange, Inc., it is not
possible to predict whether the notes
will trade in the secondary market. Even
if there is a secondary market, it may
not provide enough liquidity to allow
you to trade or sell the notes easily.
MS & Co. currently intends to act as a
market maker for the notes, but is not
required to do so.
Market Price of 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 market price of MCI WorldCom Stock
o the volatility (frequency and
magnitude of changes in price) of the
MCI WorldCom Stock
o the dividend rate on the MCI WorldCom
Stock
o economic, financial, political
and regulatory or judicial events that
affect stock markets generally and which
may affect the market price of the MCI
WorldCom Stock
o interest and yield rates in the market
o the time remaining until (1) you can
exchange your notes for stock, (2) we
can call the notes and (3) the notes
mature
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 issue
price if the market price of the MCI
WorldCom Stock is at, below or not
sufficiently above the price of MCI
WorldCom Stock at pricing.
You cannot predict the future
performance of MCI WorldCom Stock based
on its historical performance.
PS-6
<PAGE>
No Affiliation with We are not affiliated with MCI WorldCom.
MCI WorldCom We do not have any non-public
information about MCI WorldCom as of the
date of this Pricing Supplement,
although we or our affiliates may
presently or from time to time engage in
business with MCI WorldCom, including
extending loans to, or making equity
investments in, MCI WorldCom or
providing investment advisory services
to MCI WorldCom, including merger and
acquisition advisory services. Moreover,
we have no ability to control or predict
the actions of MCI WorldCom, including
any corporate actions of the type that
would require the calculation agent to
adjust the exchange ratio. MCI WorldCom
is not involved in the offering of the
notes in any way and has no obligation
to consider your interest as a holder of
these notes in taking any corporate
actions that might affect the value of
your notes. None of the money you pay
for the notes will go to MCI WorldCom.
You Have No As a holder of notes, you will not have
Shareholder Rights voting rights or the right to receive
dividends or other distributions or any
other rights with respect to MCI
WorldCom Stock.
Limited Antidilution MS & Co., as calculation agent, will
Adjustments adjust the exchange ratio for certain
events affecting the MCI WorldCom Stock,
such as stock splits and stock
dividends, and certain other corporate
actions involving MCI WorldCom, such as
mergers. However, the calculation agent
is not required to make an adjustment
for every corporate event that can
affect MCI WorldCom Stock. For example,
the calculation agent is not required to
make any adjustments if MCI WorldCom or
anyone else makes a partial tender offer
or a partial exchange offer for MCI
WorldCom Stock. If an event occurs that
does not require the calculation agent
to adjust the exchange rate, the market
price of the notes may be materially and
adversely affected. In addition, the
Calculation Agent may in good faith
adjust the exchange ratio for corporate
events other than those contemplated in
this Pricing Supplement if it determines
that it is appropriate. Such adjustments
will be made to reflect the consequences
of events but not with the aim of
changing investment risk. Adjustments
may materially and adversely affect the
market price of the notes.
Potential Conflicts of As calculation agent, MS & Co. will
Interest between You and calculate how many shares of MCI
the Calculation Agent and WorldCom Stock you will receive in
Other Affiliates of Ours exchange for your notes and what
adjustments should be made to the
exchange ratio to reflect certain
corporate and other events. MS & Co. and
other affiliates may carry out hedging
activities related to the notes,
including trading in MCI WorldCom Stock
as well as in other instruments related
to MCI WorldCom Stock. MS & Co. and some
of our subsidiaries also trade MCI
WorldCom Stock on a regular basis as
part of their general broker-dealer
businesses. Any of these activities and
MS & Co.'s affiliation with us could
influence MS & Co.'s determinations as
calculation agent, including with
respect to adjustments to the exchange
ratio, and, accordingly, the amount of
stock or cash that you receive when you
exchange the notes or when we call the
notes. In addition, such trading
activity could potentially affect the
price of MCI WorldCom Stock and,
thereby, the value of the MCI WorldCom
Stock or cash you will receive upon
exchange or redemption.
PS-7
<PAGE>
Tax Treatment You should also consider the tax
consequences of investing in the notes.
If you are a U.S. taxable investor, you
will be subject to annual income tax
based on the comparable yield of the
notes, even though you will not receive
any periodic interest payments and at
maturity may only receive the return of
the principal amount of the notes. In
addition, any gain recognized by U.S.
taxable investors on the sale, exchange
or retirement of the notes will be
treated as ordinary income. Please read
carefully the section "Description of
Notes--United States Federal Taxation"
in this Pricing Supplement.
PS-8
<PAGE>
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............... $16,005,000
Maturity Date.................. March 2, 2006
Specified Currency............. U.S. Dollars
Issue Price.................... $982.85 (98.285% of the
principal amount at maturity)
Stated OID..................... 0.25% per annum computed on a
semi-annual bond-equivalent basis
Original Issue Date
(Settlement Date).............. March 30, 1999
CUSIP.......................... 617446DH9
Minimum Denominations.......... $1,000
Initial MCI WorldCom Price..... $93.75 per share
Exchange Right................. On any Exchange Date, you will be
entitled upon (i) your completion and
delivery to us and the Calculation Agent
of an Official Notice of Exchange (in
the form of Annex A attached hereto)
prior to 11:00 a.m. New York City time
on such date and (ii) delivery on such
date of such notes to the Trustee, to
exchange each $1,000 principal amount of
the Exchangeable Notes Due March 2, 2006
(Exchangeable for Shares of Common Stock
of MCI WorldCom, Inc.) (the "Notes") for
9.25 shares (the "Exchange Ratio") of
MCI WorldCom Stock, subject to
adjustment as described under
"--Antidilution Adjustments" below. You
will not, however, be entitled to
exchange your Notes if we have
previously called the Notes for the cash
Call Price as described under "--Company
Call Right" below.
Upon any such exchange, we may, at our
sole option, either deliver such shares
of MCI WorldCom Stock or pay an amount
in cash equal to the Exchange Ratio
times the Market Price of MCI WorldCom
Stock on the Exchange Date, as
determined by the Calculation Agent, in
lieu of such shares. Such delivery or
payment will be made 3 Business Days
after any Exchange Date, subject to
delivery of such Notes to the Trustee on
the Exchange Date.
Upon any exercise of the Exchange Right,
you will not be entitled to receive any
cash payment representing any accrued
Stated OID. Such accrued Stated OID will
be deemed paid by the MCI WorldCom Stock
or cash received by you upon exercise of
the Exchange Right.
PS-9
<PAGE>
We will, or will cause the Calculation
Agent to, deliver such shares of MCI
WorldCom Stock or cash to the Trustee
for delivery to you.
No Fractional Shares ......... If upon any exchange of the Notes we
deliver shares of MCI WorldCom Stock, we
will pay cash in lieu of delivering
fractional shares of MCI WorldCom Stock
in an amount equal to the corresponding
fractional Market Price of MCI WorldCom
Stock as determined by the Calculation
Agent on such Exchange Date.
Exchange Ratio ............... 9.25, subject to adjustment for certain
corporate events relating to MCI
WorldCom, Inc. See "--Antidilution
Adjustments" below.
Exchange Date................. Any Trading Day that falls during the
period beginning May 25, 1999 and ending
on the day prior to the earliest of (i)
the Maturity Date, (ii) the Call Date
and (iii) in the event of a call for the
cash Call Price as described under
"--Company Call Right" below, the
Company Notice Date.
Company Call Right ........... On or after February 25, 2002, we may
call the Notes, in whole but not in
part, for mandatory exchange into MCI
WorldCom Stock at the Exchange Ratio;
provided that, if Parity on the Trading
Day immediately preceding the Company
Notice Date, as determined by the
Calculation Agent, is less than the
applicable Call Price for the Call Date
specified in our Notice of mandatory
exchange, we will (under those
circumstances only) pay such applicable
Call Price in cash on the Call Date. If
we call the Notes for mandatory
exchange, then, unless you subsequently
exercise the Exchange Right (the
exercise of which will not be available
to you following a call for cash in an
amount equal to the Call Price), the MCI
WorldCom Stock or (in the event of a
call for cash, as described above) cash
to be delivered to you will be delivered
on the Call Date fixed by us and set
forth in our notice of mandatory
exchange, upon delivery of your Notes to
the Trustee. We will, or will cause the
Calculation Agent to, deliver such
shares of MCI WorldCom Stock or cash to
the Trustee for delivery to you.
Upon an exchange by us (whether payment
is to be made in MCI WorldCom Stock or
by payment of the cash Call Price, as
applicable), you will not receive any
additional cash payment representing any
accrued Stated OID. Such accrued Stated
OID will be deemed paid by the delivery
of MCI WorldCom Stock or cash.
On or after the Company Notice Date
(other than with respect to a call of
the Notes for the cash Call Price by the
Company) you will continue to be
entitled to exercise the Exchange Right
and receive any amounts described under
"--Exchange Right" above.
Company Notice Date........... The scheduled Trading Day on which we
issue our notice of mandatory exchange,
which must be at least 30 but no more
than 60 days prior to the Call Date.
PS-10
<PAGE>
Call Date..................... The scheduled Trading Day on or after
February 25, 2002 specified by us in our
notice of mandatory exchange on which we
will deliver MCI WorldCom Stock or cash
to holders of the Notes for mandatory
exchange.
Parity........................ With respect to any Trading Day, an
amount equal to the Exchange Ratio times
the Market Price (as defined below) of
MCI WorldCom Stock on such Trading Day.
Call Price.................... The table below shows indicative Call
Prices for each $1,000 principal amount
of Notes on February 25, 2002 and at
each February 25 thereafter to and
including the Maturity Date. The Call
Price for each $1,000 principal amount
of Notes called for mandatory exchange
on Call Dates between such indicative
dates would include an additional amount
reflecting Stated OID accrued from the
next preceding date in the table through
the applicable Call Date at a rate of
0.25% per annum. Such additional
accreted amount of Stated OID will be
determined by the Calculation Agent and
will be calculated on a semiannual
bond-equivalent basis based on the Call
Price for the immediately preceding Call
Date indicated in the table below.
Call Date Call Price
--------- ----------
February 25, 2002........... $ 990.01
February 25, 2003........... $ 992.48
February 25, 2004........... $ 994.97
February 25, 2005........... $ 997.46
Maturity...................... $ 1,000.00
Market Price.................. If MCI WorldCom Stock (or any other
security for which a Market Price must
be determined) is listed on a U.S.
securities exchange registered under the
Securities Exchange Act of 1934, as
amended (the "Exchange Act"), 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 securities exchange 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 security
(which may include MS & Co. or any of
our other subsidiaries or affiliates),
but not exceeding three, as will make
such bid prices available to the
Calculation Agent. A "security of the
PS-11
<PAGE>
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, Inc. ("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 and on
which a Market Disruption Event has not
occurred.
Book Entry Note or
Certificated Note............. Book Entry, DTC
Senior Note or Subordinated
Note.......................... Senior
Trustee....................... The Chase Manhattan Bank
Agent for this Underwritten
Offering of Notes............. Morgan Stanley & Co. Incorporated and
its successors (MS & Co.)
Calculation Agent............. Morgan Stanley & Co. Incorporated and
its successors (MS & Co.)
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 a holder of
the Notes, including with respect to
certain determinations and judgments
that the Calculation Agent must make in
making adjustments to the Exchange Ratio
or determining the Market Price or
whether a Market Disruption Event has
occurred. See "Antidilution Adjustments"
and "Market Disruption Event" below. MS
& Co. is obligated to carry out its
duties and functions as Calculation
Agent in good faith and using its
reasonable judgment.
Antidilution Adjustments...... The Exchange Ratio will be adjusted 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 Ratio will be adjusted to
equal the product of the prior Exchange
Ratio 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
PS-12
<PAGE>
trading ex-dividend, the Exchange Ratio
will be adjusted so that the new
Exchange Ratio shall equal the prior
Exchange Ratio plus the product of (i)
the number of shares issued with respect
to one share of MCI WorldCom Stock and
(ii) the prior Exchange Ratio.
3. There will be no adjustments to the
Exchange Ratio to reflect cash dividends
or other distributions paid with respect
to MCI WorldCom Stock other than
distributions described in paragraph 6
below and Extraordinary Dividends as
described below. A cash dividend or
other distribution with respect to MCI
WorldCom Stock will be deemed to be an
"Extraordinary Dividend" if such
dividend or other distribution exceeds
the immediately preceding non-
Extraordinary Dividend for MCI WorldCom
Stock (as adjusted for any subsequent
corporate event requiring an adjustment
hereunder, such as a stock split or
reverse stock split) by an amount equal
to at least 10% of the Market Price of
MCI WorldCom Stock 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 Ratio with respect to MCI
WorldCom Stock will be adjusted on the
ex-dividend date with respect to such
Extraordinary Dividend so that the new
Exchange Ratio will equal the product of
(i) the then current Exchange Ratio 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 will
equal (i) in the case of cash dividends
or other distributions that constitute
quarterly 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
quarterly 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 will be determined by
the Calculation Agent, whose
determination shall be conclusive. A
distribution on the MCI WorldCom Stock
described in paragraph 6 below that also
constitutes an Extraordinary Dividend
shall only cause an adjustment to the
Exchange Ratio pursuant to paragraph 6.
4. If MCI WorldCom is being liquidated
or is subject to a proceeding under any
applicable bankruptcy, insolvency or
other similar law, the Notes will
continue to be exchangeable into MCI
WorldCom Stock so long as a Market Price
for MCI WorldCom Stock is available. If
a Market Price is no longer available
for MCI WorldCom Stock for whatever
reason, including the liquidation of MCI
WorldCom or the subjection of MCI
WorldCom to a proceeding under any
applicable bankruptcy, insolvency or
other similar law, then the value of MCI
WorldCom Stock will equal zero for so
long as no Market Price is available.
PS-13
<PAGE>
5. If there occurs any reclassification
or change of MCI WorldCom Stock, or if
MCI WorldCom has been subject to a
merger, combination or consolidation and
is not the surviving entity, or if there
occurs a sale or conveyance to another
corporation of the property and assets
of MCI WorldCom as an entirety or
substantially as an entirety, in each
case as a result of which the holders of
MCI WorldCom Stock shall be entitled to
receive stock, other securities or other
property or assets (including, without
limitation, cash or other classes of
stock of MCI WorldCom) ("Exchange
Property") with respect to or in
exchange for such MCI WorldCom Stock,
then the holders of the Notes then
outstanding will be entitled thereafter
to exchange such Notes into the kind and
amount of Exchange Property that they
would have owned or been entitled to
receive upon such reclassification,
change, merger, combination,
consolidation, sale or conveyance had
such holders exchanged such Notes for
MCI WorldCom Stock immediately prior to
any such corporate event, but without
interest thereon. At such time, no
adjustment will be made to the Exchange
Ratio.
6. If MCI WorldCom issues to all of its
shareholders equity securities of an
issuer other than MCI WorldCom (other
than in a transaction described in
paragraph 5 above), then the holders of
the Notes then outstanding will be
entitled to receive such new equity
securities upon exchange of such Notes.
The Exchange Ratio for such new equity
securities will equal the product of the
Exchange Ratio in effect for MCI
WorldCom Stock at the time of the
issuance of such new equity securities
times the number of shares of the new
equity securities issued with respect to
one share of MCI WorldCom Stock.
7. No adjustments to the Exchange Ratio
will be required other than those
specified above. However, we may, at our
sole discretion, cause the Calculation
Agent to make additional changes to the
Exchange Ratio to reflect changes
occurring in relation to the MCI
WorldCom Stock (or other Exchange
Property) in other circumstances where
we determine in good faith that it is
appropriate, but only to reflect such
changes, and not with the aim of
spreading investment risk.
No adjustments to the Exchange Ratio
will be required unless such adjustment
would require a change of at least 0.1%
in the Exchange Ratio then in effect.
The Exchange Ratio resulting from any of
the adjustments specified above will be
rounded to the nearest one
hundred-thousandth with five
one-millionths being rounded upward.
The Exchange Ratio will not be adjusted
to take into account the accrual of
Stated OID.
The Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to the
Exchange Ratio and of any related
determinations and calculations with
respect to any distributions of stock,
other securities or other property or
PS-14
<PAGE>
assets (including cash) in connection
with any corporate event described in
paragraph 5 or 6 above, and its
determinations and calculations with
respect thereto shall be conclusive.
The Calculation Agent will provide
information as to any adjustments to the
Exchange Ratio upon written request by
any holder of the Notes.
Market Disruption Event....... "Market Disruption Event" means, with
respect to MCI WorldCom Stock:
(i) a suspension, absence or material
limitation of trading of MCI WorldCom
Stock on the primary market for MCI
WorldCom Stock 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 as a result of which the reported
trading prices for MCI WorldCom Stock
during the last one-half hour preceding
the closing of trading in such market
are materially inaccurate; or the
suspension, absence or material
limitation on the primary market for
trading in options contracts related to
MCI WorldCom Stock, 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 Company or any of our affiliates
to unwind all or a material portion of
the hedge with respect to the Notes.
For purposes of determining whether a
Market Disruption Event has occurred:
(1) a limitation on the hours or number
of days of trading will 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 will 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 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
will constitute a suspension, absence or
material limitation of trading in
options contracts related to MCI
PS-15
<PAGE>
WorldCom Stock and (5) a suspension,
absence or material limitation of
trading on the primary securities market
on which options contracts related to
MCI WorldCom Stock are traded will not
include any time when such securities
market is itself closed for trading
under ordinary circumstances.
Alternate Exchange
Calculation in case of an
Event of Default.............. In case an Event of Default with respect
to the Notes shall have occurred and be
continuing, the amount declared due and
payable upon any acceleration of any
Note shall be determined by MS & Co., as
Calculation Agent, and shall be equal to
the Issue Price of a Note plus the
accrued Stated OID to but not including
the date of acceleration; provided that
if (x) the holder of a Note has
submitted an Official Notice of Exchange
to the Company in accordance with the
Exchange Right or (y) the Company has
called the Notes, other than a call for
the cash Call Price, in accordance with
the Company Call Right, the amount
declared due and payable upon any such
acceleration shall be an amount in cash
for each $1,000 principal amount of a
Note equal to the Exchange Ratio times
the Market Price of one share of MCI
WorldCom Stock, determined by the
Calculation Agent as of the Exchange
Date or as of the date of acceleration,
respectively, and shall not include any
accrued Stated OID thereon; provided
further that if the Issuer has called
the Notes for cash in an amount equal to
the Call Price, in accordance with the
Company Call Right, the amount declared
due and payable upon any such
acceleration shall be an amount in cash
for each $1,000 principal amount of a
Note equal to the applicable Call Price.
See "--Call Price" above.
MCI WorldCom Stock;
Public Information............ MCI WorldCom is one of the largest
telecommunications companies in the
United States, serving local, long
distance and Internet customers
domestically and internationally. MCI
WorldCom Stock is registered under the
Exchange Act. Companies with securities
registered under the Exchange Act are
required to file periodically certain
financial and other information
specified by the Securities and Exchange
Commission (the "Commission").
Information provided to or filed with
the Commission can be inspected and
copied at the public reference
facilities maintained by the Commission
at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at its
Regional Offices located at Suite 1400,
Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661 and at
Seven World Trade Center, 13th Floor,
New York, New York 10048, and copies of
such material can be obtained from the
Public Reference Section of the
Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed
rates. In addition, information provided
to or filed with the Commission
electronically can be accessed through a
Website maintained by the Commission.
The address of the Commission's Website
is http://www.sec.gov. Information
provided to or filed with the Commission
by MCI WorldCom pursuant to the Exchange
Act of 1934 can be located by reference
to Commission file number 0-11258. In
addition,
PS-16
<PAGE>
information regarding MCI WorldCom may
be obtained from other sources
including, but not limited to, press
releases, newspaper articles and other
publicly disseminated documents. We make
no representation or warranty as to the
accuracy or completeness of such
reports.
This pricing supplement relates only to
the Notes offered hereby and does not
relate to MCI WorldCom Stock or other
securities of MCI WorldCom. We have
derived all disclosures contained in
this pricing supplement regarding MCI
WorldCom from the publicly available
documents described in the preceding
paragraph. Neither we nor the Agent has
participated in the preparation of such
documents or made any due diligence
inquiry with respect to MCI WorldCom in
connection with the offering of the
Notes. Neither we nor the Agent makes
any representation that such publicly
available documents or any other
publicly available information regarding
MCI WorldCom are accurate or complete.
Furthermore, we cannot give any
assurance that all events occurring
prior to the date hereof (including
events that would affect the accuracy or
completeness of the publicly available
documents described in the preceding
paragraph) that would affect the trading
price of MCI WorldCom Stock (and
therefore the Initial MCI WorldCom Price
and the Exchange Ratio) have been
publicly disclosed. Subsequent
disclosure of any such events or the
disclosure of or failure to disclose
material future events concerning MCI
WorldCom could affect the value received
on any Exchange Date or Call Date with
respect to the Notes and therefore the
trading prices of the Notes.
Neither we nor any of our affiliates
makes any representation to you as to
the performance of MCI WorldCom Stock.
We or our affiliates may presently or
from time to time engage in business
with MCI WorldCom, including extending
loans to, or making equity investments
in, MCI WorldCom or providing advisory
services to MCI WorldCom, including
merger and acquisition advisory
services. In the course of such
business, we or our affiliates may
acquire non-public information with
respect to MCI WorldCom and, in
addition, one or more of our affiliates
may publish research reports with
respect to MCI WorldCom. The statement
in the preceding sentence is not
intended to affect the rights of holders
of the Notes under the securities laws.
As a prospective purchaser of a Note,
you should undertake such independent
investigation of MCI WorldCom as in your
judgment is appropriate to make an
informed decision with respect to an
investment in MCI WorldCom Stock.
Historical Information........ The following table sets forth the
published high and low Market Price
during 1996, 1997, 1998 and during 1999
through March 18, 1999. The Market Price
on March 18, 1999 was $93.75. We
obtained the Market Prices listed below
from Bloomberg Financial
PS-17
<PAGE>
Markets and we believe such information
to be accurate. You should not take the
historical prices of MCI WorldCom Stock
as an indication of future performance.
We cannot give any assurance that the
price of MCI WorldCom Stock will
increase sufficiently to cause the
beneficial owners of the Notes to
receive an amount in excess of the
principal amount on any Exchange Date or
Call Date.
MCI WorldCom High Low
------------ ---- ---
(CUSIP 55268B106)
1996
First Quarter......... 23 16 1/2
Second Quarter........ 27 11/16 21 3/4
Third Quarter......... 28 18 5/8
Fourth Quarter........ 26 1/16 21 5/8
1997
First Quarter......... 27 1/2 22
Second Quarter........ 32 21 7/8
Third Quarter......... 37 29 15/16
Fourth Quarter........ 38 1/16 28 15/16
1998
First Quarter......... 44 7/16 28 13/16
Second Quarter........ 48 7/16 42 1/4
Third Quarter......... 56 7/8 40 15/16
Fourth Quarter........ 74 1/4 43 1/8
1999
First Quarter (through
March 18, 1999)...... 93 3/4 69 7/8
Historical prices have been adjusted for
a 2 for 1 stock split of MCI WorldCom
Stock, which became effective in the
third quarter of 1996.
MCI WorldCom has not paid cash dividends
on the MCI WorldCom Stock to date. We
make no representation as to the amount
of dividends, if any, that MCI WorldCom
will pay in the future. In any event, as
a holder of a Note, you will not be
entitled to receive dividends, if any,
that may be payable on MCI WorldCom
Stock.
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 us
or one or more of our affiliates in
connection with hedging our obligations
under the Notes. See also "Use of
Proceeds" in the accompanying
Prospectus.
On or prior to the date of this Pricing
Supplement, we, through our subsidiaries
and others, hedged our anticipated
exposure in connection with the Notes by
taking positions in MCI WorldCom Stock
and positions in other instruments in
connection with such hedging. Such
hedging was carried out in a manner
designed to minimize any impact on the
price of MCI WorldCom Stock. Our
purchase activity could potentially have
increased the price of MCI WorldCom
Stock, and therefore effectively have
increased the level to which MCI
WorldCom Stock must rise before you
would receive an amount of MCI WorldCom
Stock worth as much or more than the
PS-18
<PAGE>
accreted principal amount of your Notes
on any Exchange Date or Call Date.
Through our subsidiaries, we are likely
to modify our hedge position throughout
the life of the Notes by purchasing and
selling MCI WorldCom Stock, options
contracts on MCI WorldCom Stock listed
on major securities markets or positions
in other securities or instruments that
we may wish to use in connection with
such hedging. Although we have no reason
to believe that our hedging activity or
other trading activities that we, or any
of our affiliates, engaged in or may
engage in has had or will have a
material impact on the price of MCI
WorldCom Stock, we cannot give any
assurance that we have not or will not
affect such price as a result of our
hedging or trading activities.
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 MCI WorldCom Stock. 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 MCI WorldCom
Stock in the open market. See "Use of
Proceeds and Hedging" above.
We have agreed to indemnify the Agent
against certain liabilities under the
Securities Act of 1933, as amended.
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;
PS-19
<PAGE>
(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, 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. In addition, employee benefit
plans subject to ERISA (or insurance
companies deemed to be investing ERISA
plan assets) purchasing the Notes should
consider the possible implications of
owning the MCI WorldCom Stock. Thus, any
insurance company, pension or employee
benefit plan or entity holding assets of
such a plan proposing to invest in the
Notes should consult with its legal
counsel prior to such investment.
United States Federal
Taxation...................... The Notes are Optionally Exchangeable
Notes and investors should refer to the
discussion under "United States Federal
Taxation--Notes--Optionally Exchangeable
Notes" in the accompanying Prospectus
Supplement. In connection with the
discussion thereunder, we have
determined that the "comparable yield"
is an annual rate of 5.93%, compounded
semi-annually. Based on our
determination of the comparable yield,
the "projected payment schedule" for a
Note (assuming a par amount of $1,000 or
with respect to each integral multiple
thereof) consists of a projected amount
due at maturity, equal to $1,472.85.
The comparable yield and the projected
payment schedule are not provided for
any purpose other than the determination
of United States Holders' interest
accruals and adjustments in respect of
the Notes, and we make no representation
regarding the actual amounts of the
payments on a Note.
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.
PS-20
<PAGE>
ANNEX A
OFFICIAL NOTICE OF EXCHANGE
Dated: [On or after May 25, 1999]
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. Incorporated, as
Calculation Agent
1585 Broadway
New York, New York 10036
Fax No.: (212) 761-0674
(Attn: Lily Lam)
Dear Sirs:
The undersigned holder of the Medium Term Notes, Series C, Senior Fixed
Rate Notes, Exchangeable Notes due March 2, 2006 (Exchangeable for Shares of
Common Stock of MCI WorldCom, Inc.) of Morgan Stanley Dean Witter & Co. (CUSIP
No. 617446DH9) (the "Notes") hereby irrevocably elects to exercise with respect
to the principal amount of the Notes indicated below, as of the date hereof (or,
if this letter is received after 11:00 a.m. on any Trading Day, as of the next
Trading Day), provided that such day is prior to the earliest of (i) March 2,
2006, (ii) the Call Date and (iii) in the event of a call for cash, the Company
Notice Date, the Exchange Right as described in Pricing Supplement No. 64 dated
March 18, 1999 (the "Pricing Supplement") to the Prospectus Supplement dated
March 26, 1998 and the Prospectus dated March 26, 1998 related to Registration
Statement No. 333-46935. Capitalized terms not defined herein have the meanings
given to such terms in the Pricing Supplement. Please date and acknowledge
receipt of this notice in the place provided below on the date of receipt, and
fax a copy to the fax number indicated, whereupon the Company will deliver, at
its sole option, shares of the Common Stock of MCI WorldCom, Inc. or cash 3
Business Days after the Exchange Date in accordance with the terms of the Notes,
as described in the Pricing Supplement.
Very truly yours,
--------------------------------------
[Name of Holder]
By:
-----------------------------------
[Title]
--------------------------------------
[Fax No.]
$
-------------------------------------
Principal Amount of Notes surrendered
for exchange
Receipt of the above Official
Notice of Exchange is hereby
acknowledged
MORGAN STANLEY DEAN WITTER & CO., as Issuer
MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By:
-------------------------------------------------
Title:
Date and time of acknowledgment
---------------------
A-1
