================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY DEAN WITTER & CO.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3145972
- -------------------------------------- --------------------------------------
(State of Incorporation (IRS Employer Identification no.)
or Organization)
1585 Broadway, New York, New York 10036
- -------------------------------------- --------------------------------------
(Address of Principal (Zip Code)
Executive Offices)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [X] check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-75289
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
- -------------------------------------- --------------------------------------
Medium-Term Notes, Series C, THE NEW YORK STOCK EXCHANGE
Redeemable BRoad InDex Guarded
Equity-linked Securities due
May 30, 2005 ("BRIDGES") based on the
Morgan Stanley High-Technology 35
Index
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of Class)
================================================================================
Item 1. Description of the Registrant's Securities to be
Registered.
The title of the class of securities to be registered hereunder
is: "Medium-Term Notes, Series C, Redeemable BRoad InDex Guarded Equity-linked
Securities(SM) due May 30, 2005 ("Redeemable BRIDGES(SM)") based on the
Morgan Stanley High-Technology 35 Index. A description of the Redeemable
BRIDGES 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. 333-75289) (the
"Registration Statement"), as supplemented by the information under the
caption "Description of Notes" in the prospectus supplement dated May 6, 1999
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 Redeemable BRIDGES contained in
the pricing supplement dated May 17, 1999 to be filed pursuant to Rule 424(b)
under the Act, which contains the final terms and provisions of the Redeemable
BRIDGES 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 Redeemable
BRIDGES.
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: May 17, 1999 By: /s/ Ronald T. Carman
------------------------------------
Name: Ronald T. Carman
Title: Assistant Secretary
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Redeemable A-1
BRIDGES
Exhibit 4.1
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR $
CUSIP: 617446232
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)
REDEEMABLE BROAD INDEX GUARDED EQUITY-LINKED
SECURITIES DUE MAY , 2005 ("REDEEMABLE BRIDGES")
BASED ON THE MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX
<TABLE>
==========================================================================================================
<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: N/A MATURITY DATE:
, 1999 DATE: May , 2005
See "Other Provisions -
Call Right" below.
- ----------------------------------------------------------------------------------------------------------
INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: PERCENTAGE: DATE(S): N/A REPAYMENT
See "Other Provisions - DATE(S): N/A
Call Price" below.
- ----------------------------------------------------------------------------------------------------------
SPECIFIED CURRENCY: ANNUAL REDEMPTION INTEREST PAYMENT APPLICABILITY OF
U.S. dollars PERCENTAGE PERIOD: N/A MODIFIED
REDUCTION: N/A PAYMENT
UPON
ACCELERATION:
N/A
- ----------------------------------------------------------------------------------------------------------
IF SPECIFIED REDEMPTION NOTICE APPLICABILITY OF If yes, state Issue
CURRENCY PERIOD: ANNUAL Price: N/A
OTHER THAN INTEREST
U.S. DOLLARS, PAYMENTS: N/A
OPTION TO
ELECT
PAYMENT IN
U.S. DOLLARS:
YES
- ----------------------------------------------------------------------------------------------------------
EXCHANGE RATE ORIGINAL YIELD TO
AGENT: N/A MATURITY: N/A
- ----------------------------------------------------------------------------------------------------------
OTHER PROVISIONS:
(see below)
==========================================================================================================
</TABLE>
Maturity Redemption Amount At maturity (including as a result of
acceleration or under the terms of the Senior
Indenture (as defined on the reverse
hereof)), the holder of this Redeemable
BRIDGES shall receive the principal amount of
this Redeemable BRIDGES, plus the Supplemental
Redemption Amount, if any.
Supplemental Redemption Amount The Supplemental Redemption Amount payable
with respect to this Redeemable BRIDGES at
maturity shall be equal to the greater of (a)
zero and (b) the product of the principal of
this Redeemable BRIDGES and the Tech-35 Index
Percent Change. The Calculation Agent shall
calculate the Supplemental Redemption Amount
on the date the Final Index Value is
determined.
The Issuer shall cause the Calculation Agent
to provide written notice to the Trustee at
its New York office, on which notice the
Trustee may conclusively rely, of the
Supplemental Redemption Amount, on or prior to
11:00 a.m. on the Business Day preceding the
Maturity Date.
The Calculation Agent shall round all
percentages resulting from any calculation with
respect to this Redeemable BRIDGES to the
nearest one hundred-thousandth of a percentage
point, with five one-millionths of a
percentage point rounded upwards (e.g.,
9.876545% (or .09876545) would be rounded to
9.87655% (or .0987655)). All dollar amounts
resulting from such calculation shall be
rounded to the nearest cent with one-half cent
being rounded upwards.
Tech-35 Index Percent Change The Tech-35 Index Percent Change is a
fraction, the numerator of which shall be the
Final Index Value less the Initial Index
Value and the denominator of which shall be
the Initial Index Value. The Tech-35 Index
Percent Change is described by the following
formula:
(Final Index Value - Initial Index Value)
-----------------------------------------
Initial Index Value
Initial Index Value...........
Final Index Value............. The Final Index Value shall be the Index
Closing Value on the fifth scheduled Trading
Day prior to the Maturity Date.
If a Market Disruption Event occurs on the
fifth scheduled Trading Day prior to the
Maturity Date, the Calculation Agent shall
determine the Final Index Value on the
immediately succeeding Trading Day during which
no Market Disruption Event occurred; provided
that the Final Index Value shall not be
determined on a date later than the second
scheduled Trading Day preceding the Maturity
Date, and if such date is not a Trading Day, or
if there is a Market Disruption Event on such
date, the Calculation Agent shall determine the
value of the Tech-35 Index on such date in
accordance with the formula for and method of
calculating the Tech-35 Index last in effect
prior to the commencement of the Market
Disruption Event (or prior to the non-Trading
Day), using the closing price (or, if trading
in the relevant securities has been materially
suspended or materially limited, its good faith
estimate of the closing price that would have
prevailed but for such suspension or limitation
or non- Trading Day) on such date of each
security most recently constituting the Tech-35
Index.
Index Closing Value........... The Index Closing Value shall equal the
closing value of the Tech-35 Index or any
Successor Index at the regular official
weekday close of trading on a specified date.
References to the Tech-35 Index shall include
any Successor Index (as defined under
"Discontinuance of the Tech-35 Index;
Alteration of Method of Calculation" below),
unless the context requires otherwise.
Call Right ................... On or after May , 2002, and up to and
including November , 2004, the Issuer may
call this Redeemable BRIDGES, in whole but
not in part, for mandatory exchange into
cash at the applicable Call Price as
described below. The Issuer will not pay the
holder of this Redeemable BRIDGES a
Supplemental Redemption Amount if the Issuer
calls this Redeemable BRIDGES. If the Issuer
calls this Redeemable BRIDGES, then the cash
to be delivered to the holder shall be
delivered on the Call Date fixed by the Issuer
and set forth in the Issuer's call notice,
upon delivery of this Redeemable BRIDGES to
the Trustee in accordance with the delivery
instructions. The Issuer shall, or shall
cause the Calculation Agent to, deliver the
cash to the Trustee for delivery to the
holder of this Redeemable BRIDGES.
On the Notice Date, the Issuer shall give
notice of the Issuer's exercise of the Call
Right (i) to the holder of this Redeemable
BRIDGES by mailing notice of such exercise by
first class mail, postage prepaid, at least 30
days and not more than 60 days prior to the
Call Date, on which the Issuer shall effect
such exchange at the holder's last address as
it shall appear upon the registry books, (ii)
to the Trustee by telephone or facsimile
confirmed by mailing such notice to the
Trustee by first class, postage prepaid, at
its New York office and (iii) to DTC in
accordance with the applicable procedures set
forth in the Letter of Representations
related to this Redeemable BRIDGES. Any
notice which is mailed in the manner herein
provided shall be conclusively presumed to
have been duly given, whether or not the
holder of this Redeemable BRIDGES receives the
notice. Failure to give notice by mail, or
any defect in the notice to the holder of
this Redeemable BRIDGES shall not affect the
validity of the proceedings for the exercise
of the Call Right with respect to any other
Redeemable BRIDGES.
The notice of the Issuer's exercise of the
Call Right shall specify (i) the Call Date,
(ii) the Call Price for the Call Date
specified in the Issuer's notice of mandatory
exchange, (iii) the place or places of
payment, (iv) that such delivery will be made
upon presentation and surrender of this
Redeemable BRIDGES and (v) that such exchange
is pursuant to the Call Right.
The notice of the Issuer's exercise of the
Call Right shall be given by the Issuer or,
at the Issuer's request, by the Trustee in
the name and at the expense of the Issuer.
Notice Date................... The scheduled Trading Day on which the Issuer
issues its call notice for this Redeemable
BRIDGES, which must be at least 30 but not
more than 60 calendar days prior to the Call
Date.
Call Date..................... The scheduled Trading Day specified by the
Issuer in its call notice on or after May ,
2002 to and including November , 2004, on
which the Issuer shall deliver the cash Call
Price to the holder upon mandatory exchange
of this Redeemable BRIDGES.
Call Price.................... The table below shows the Call Prices for
each $10 principal amount of this Redeemable
BRIDGES for the period from May , 2002 to
November , 2002 and for each six month Call
Date period thereafter to and including
November , 2004.
Call Date Periods Call Price
----------------- ----------
May , 2002 to November , 2002......... $ 16.00
November , 2002 to May , 2003......... $
May , 2003 to November , 2003......... $
November , 2003 to May , 2004......... $
May , 2004 to November , 2004......... $
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.
("AMEX"), the NASDAQ NMS, the Chicago
Mercantile Exchange, and the Chicago Board
of Options Exchange and in the
over-the-counter market for equity securities
in the United States.
Market Disruption Event....... "Market Disruption Event" means, with respect
to the Tech-35 Index, the occurrence or
existence of either of the following events
as determined by the Calculation Agent:
(i) a suspension, material limitation or
absence of trading of stocks then
constituting 20% or more, by weight, of the
Tech-35 Index (or the relevant Successor
Index) on the Relevant Exchanges for such
securities 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 trading systems of any Relevant
Exchange as a result of which the reported
trading prices for stocks then constituting
20% or more, by weight, of the Tech-35 Index
(or the relevant Successor Index) during the
last one-half hour preceding the closing of
trading on such Relevant Exchange are
materially inaccurate; or the suspension,
material limitation or absence of trading on
any major U.S. securities market of trading
in futures or options contracts related to
the Tech-35 Index (or the relevant Successor
Index) for more than two hours of trading or
during the one- half hour period preceding
the close of trading on such market; 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 Senior Global
Medium-Term Notes, Series C, Redeemable
Broad InDex Guarded Equity-linked
Securities ("Redeemable BRIDGES") based on
the Morgan Stanley High-Technology 35
Index having terms and conditions
identical to this Redeemable BRIDGES.
For the purpose of determining whether a Market
Disruption Event exists at any time, if trading
in a security included in the Tech-35 Index is
materially suspended or materially limited at
that time, then the relevant percentage
contribution of that security to the level of
the Tech-35 Index shall be based on a
comparison of (x) the portion of the level of
the Tech- 35 Index attributable to that
security relative to (y) the overall level of
the Tech-35 Index, in each case immediately
before that suspension or limitation.
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 or
market, (2) a decision to permanently
discontinue trading in the relevant futures or
options contract shall not constitute a Market
Disruption Event, (3) limitations pursuant to
the rules of any Relevant Exchange similar to
NYSE Rule 80A (or any applicable rule or
regulation enacted or promulgated by any other
self-regulatory organization or any government
agency 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 a futures or options contract on the
Tech-35 Index by the primary securities market
related to such contract by reason of (a) a
price change exceeding limits set by such
exchange or market, (b) an imbalance of orders
relating to such contracts or (c) a disparity
in bid and ask quotes relating to such
contracts shall constitute a suspension or
material limitation of trading in futures or
options contracts related to the Tech-35 Index
and (5) a "suspension, absence or material
limitation of trading" on any Relevant Exchange
or on the primary market on which futures or
options contracts related to the Tech- 35 Index
are traded shall not include any time when such
market is itself closed for trading under
ordinary circumstances.
Relevant Exchange............. "Relevant Exchange" means the primary U.S.
organized exchange or market of trading for
any security then included in the Tech-35
Index or any Successor Index.
Alternative Calculation of the
Final Index Value in case of
an Event of Default .......... If an Event of Default with respect to this
Redeemable BRIDGES shall have occurred and be
continuing, the Calculation Agent shall
determine the amount declared due and payable
upon any acceleration of this Redeemable
BRIDGES, which shall be equal to the
principal amount of this Redeemable BRIDGES
plus the Supplemental Redemption Amount, if
any, determined as though the date on which
the Final Index Value is scheduled to be
determined were the date of acceleration.
Calculation Agent............. Morgan Stanley & Co. Incorporated and its
successors ("MS & Co.")
All determinations made by the Calculation
Agent shall be at the sole discretion of the
Calculation Agent and shall, in the absence
of manifest error, be conclusive for all
purposes and binding on the holder of this
Redeemable BRIDGES and on the Issuer.
Discontinuance of the Tech-35
Index; Alteration of Method
of Calculation.............. If the AMEX or Morgan Stanley Capital
International Inc.("MSCI") discontinues
publication of the Tech-35 Index and the AMEX
or another entity (including MS & Co. or
MSCI) publishes a successor or substitute
index that MS & Co. as the Calculation Agent
determines, in its sole discretion, to be
comparable to the discontinued Tech-35 Index
(such index being referred to herein as a
"Successor Index"), then any subsequent Index
Closing Value shall be determined by
reference to the value of such Successor
Index at the close of trading on the NYSE,
the AMEX, NASDAQ NMS or the relevant exchange
or market for the Successor Index on the date
that the Final Index Value is to be
determined.
Upon any selection by the Calculation Agent
of a Successor Index, the Calculation Agent
shall cause written notice thereof to be
furnished to the Trustee, to the Issuer and
to the holder of this Redeemable BRIDGES
within three Trading Days of such selection.
If MS & Co. or the AMEX discontinues
publication of the Tech-35 Index prior to,
and such discontinuance is continuing on, the
date that the Final Index Value is to be
determined and MS & Co. as the Calculation
Agent determines that no Successor Index is
available at such time, then on such date,
the Calculation Agent shall determine the
Index Closing Value that would be used in
computing the Tech-35 Index Percent Change on
such date. The Index Closing Value shall be
computed by the Calculation Agent in
accordance with the formula for and method of
calculating the Tech-35 Index last in effect
prior to such discontinuance, using the
closing price (or, if trading in the relevant
securities has been materially suspended or
materially limited, its good faith estimate
of the closing price that would have
prevailed but for such suspension or
limitation) on such date of each security
most recently comprising the Tech-35 Index.
Notwithstanding these alternative
arrangements, discontinuance of the
publication of the Tech-35 Index may
adversely affect the value of this Redeemable
BRIDGES.
If at any time the method of calculating the
Tech-35 Index or a Successor Index, or the
value thereof, is changed in a material
respect, or if the Tech-35 Index or a
Successor Index is in any other way modified
so that such index does not, in the opinion
of MS & Co., as the Calculation Agent, fairly
represent the value of the Tech-35 Index or
such Successor Index had such changes or
modifications not been made, then, from and
after such time, the Calculation Agent shall,
at the close of business in New York City on
the date that the Final Index Value is to be
determined make such calculations and
adjustments as, in the good faith judgment of
the Calculation Agent, may be necessary in
order to arrive at a value of a stock index
comparable to the Tech-35 Index or such
Successor Index, as the case may be, as if
such changes or modifications had not been
made, and calculate the Supplemental
Redemption Amount with reference to the
Tech-35 Index or such Successor Index, as
adjusted. Accordingly, if the method of
calculating the Tech-35 Index or a Successor
Index is modified so that the value of such
index is a fraction of what it would have
been if it had not been modified (e.g., due
to a split in the index), then the
Calculation Agent shall adjust such index in
order to arrive at a value of the Tech-35
Index or such Successor Index as if it had
not been modified (e.g., as if such split had
not occurred).
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 principal
sum of , on the Maturity Date specified above (except to the
extent redeemed or repaid prior to maturity) and to pay interest thereon at the
Interest Rate per annum specified above, from and including the Interest Accrual
Date specified above until the principal hereof is paid or duly made available
for payment weekly, 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.
Interest on this Note will accrue from and including the most
recent 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. 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 (as defined below)) (each such date a "Record Date");
provided, however, that interest payable at maturity (or any redemption or
repayment date) 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, (a) that is neither a legal holiday nor a day on which
banking institutions are authorized or required by law or regulation to close
(x) in The City of New York or (y) if this Note is denominated in a Specified
Currency other than U.S. dollars, Australian dollars or euro, in the principal
financial center of the country of the Specified Currency, or (z) if this Note
is denominated in Australian dollars, in Sydney and (b) if this Note is
denominated in euro, that is also a day on which the Trans-European Automated
Real-time Gross Settlement Express Transfer System ("TARGET") is operating (a
"TARGET Settlement Day").
Payment of the principal of this Note, any premium and the
interest due at maturity (or 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 the equivalent in a Specified
Currency) 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,
with respect to payments of interest, on or prior to the fifth Business Day
after the applicable Record Date and, with respect to payments of principal or
any premium, at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be; provided that, if payment of
interest, principal or any premium with regard to this Note is payable in
euro, the account must be a euro account in a country for which the euro is
the lawful currency, provided, further, 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 fifth
Business Day after such 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, for payments of interest,
or at least ten days prior to the Maturity Date or any redemption or repayment
date, for payments of principal, 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 (as defined on the reverse hereof) 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 an 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 an
Amended and Restated Senior Indenture, dated as of May 1, 1999, between the
Issuer and The Chase Manhattan Bank, as Trustee (the "Trustee," which term
includes any successor trustee under the Senior Indenture) (as may be amended
or 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 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 indicated on the face hereof, 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 hereof, 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. 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. 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 or within the Redemption Notice Period specified on the face hereof,
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.
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. 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.
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.
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 The
City of New York 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.
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 this Note shall at any time become mutilated, defaced
or be destroyed, lost or stolen and this 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, the Issuer in its discretion may execute a new Note
of like tenor in exchange for this Note, but, if this Note is destroyed, lost
or stolen, only upon receipt of evidence satisfactory to the Trustee and the
Issuer that this 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 or insolvency 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 modify or
amend the provisions for conversion of any currency into any other currency,
or modify or amend the provisions for conversion or exchange of the debt
security for securities of the Issuer or other entities (other than as
provided in the antidilution provisions or other similar adjustment provisions
of the debt securities or otherwise in accordance with the terms 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.
If such Market Exchange Rate is not then available to the Issuer or is not
published for a particular Specified Currency, the Market Exchange Rate will
be based on the highest bid quotation in The City of New York received by the
Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the date of such payment from three recognized
foreign exchange dealers (the "Exchange Dealers") for the purchase by the
quoting Exchange Dealer of the Specified Currency for U.S. dollars for
settlement on the payment date, in the aggregate amount of the Specified
Currency payable to those holders or beneficial owners of Notes and at which
the applicable Exchange Dealer commits to execute a contract. One of the
Exchange Dealers providing quotations may be the Exchange Rate Agent unless
the Exchange Rate Agent is an affiliate of the Issuer. If those bid
quotations are not available, the Exchange Rate Agent shall determine the
market exchange rate at its sole discretion.
The "Exchange Rate Agent" shall be Morgan Stanley & Co.
Incorporated, unless otherwise indicated on the face hereof.
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.
-----------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
- ---------------------------------------
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[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:
---------------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(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:
---------------------------- -----------------------------------
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.
