PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 6 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated May 14, 1999
Rule 424(b)(3)
$31,750,000
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
----------------
Exchangeable Notes due May 30, 2006
Exchangeable for Shares of Common Stock of
SUN MICROSYSTEMS, 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 August 14, 1999, you will
be able to exchange your notes for a number of shares of Sun Microsystems
common stock, subject to our right to call all of the notes on or after May
19, 2001.
o The price of each note is $982.59 (98.259% 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 August 14, 1999, you will have the right to exchange each Note
for 12.09176 shares of Sun Microsystems 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 May 19, 2001, 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 $982.59 plus accrued original issue discount, or OID, to the call
date. However, if the market value of 12.09176 shares of Sun Microsystems
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 12.09176
shares of Sun Microsystems 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 Sun Microsystems 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 Sun Microsystems is not involved in this offering of the notes in any way
and will have no financial obligation with respect to the notes.
o We will apply to list the notes to trade under the proposed symbol "MSSUNW
ZR06" on the New York Stock Exchange, Inc., but it is not possible to
predict whether the notes will meet the NYSE listing requirements.
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 98.259%
-----------------
Price to Public Agent's Commissions Proceeds to Company
--------------- ------------------- -------------------
Per Note.... 98.259% 0.25% 98.009%
Total....... $31,197,232.50 $79,375.00 $31,117,857.50
MORGAN STANLEY DEAN WITTER
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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 $982.59 We, Morgan Stanley Dean Witter & Co., are
offering you Exchangeable Notes due May 30,
2006, which you may exchange for Sun
Microsystems, Inc. common stock ("Sun
Microsystems Stock") beginning on August 14,
1999. The price of each note is $982.59 (98.259%
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 May 30, 2006, we
will pay you $1,000 per note. This payment
represents the $982.59 issue price plus a yield
to maturity of 0.25% per year compounded
semi-annually.
Your Exchange Right
The exchange ratio Beginning August 14, 1999, you may exchange each
is 12.09176 note for a number of shares of Sun Microsystems
Stock equal to the exchange ratio. The exchange
ratio is 12.09176 shares of Sun Microsystems
Stock per note, subject to adjustment for
certain corporate events relating to Sun
Microsystems, Inc. ("Sun Microsystems"). 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 cash We will pay you, at our option, within 3
or Sun Microsystems Stock if business days after you give us your Official
you elect to exchange your Notice of Exchange, either:
notes
o shares of Sun Microsystems Stock, or
o the cash value of such shares.
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 May 19, 2001, 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
Sun Microsystems 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 of our
stock or cash, depending call notice, the calculation agent will
on the price of determine the value of the shares of Sun
Sun Microsystems Stock Microsystems 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
$982.59 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 Sun Microsystems Stock
instead. In that case, you will still have the
right to exercise your exchange right on any day
prior to the call date.
Sun Microsystems Stock is The last reported sales price on the New York
currently $64 5/8 a share Stock Exchange of Sun Microsystems Stock on the
date of this Pricing Supplement was $64(5)/(8).
You can review the publicly-reported prices of
Sun Microsystems 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 Sun Microsystems 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 Sun Microsystems
Stock and that we describe in the section called
"Description of Notes--Antidilution Adjustments"
in this Pricing Supplement.
No Affilation with Sun Microsystems is not an affiliate of ours and
Sun Microsystems is not involved with this offering in any way.
The notes are obligations of Morgan Stanley Dean
Witter & Co. and not of Sun Microsystems.
More Information The notes are senior notes issued as part of
on the Notes 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).
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 0.25%
Interest on Ordinary Notes per year based on the issue price of $982.59 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 Sun
Microsystems Stock, you will not receive accrued
original issue discount.
Notes May Not Be There may be little or no secondary market for
Actively Traded 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 beyond our
Influenced by Many control, will influence the value of the notes,
Unpredictable Factors including:
o the market price of Sun Microsystems Stock
o the volatility (frequency and magnitude of
changes in price) of the Sun Microsystems
Stock
o the dividend rate on the Sun Microsystems
Stock
o economic, financial, political and regulatory
or judicial events that affect stock markets
generally and which may affect the market
price of the Sun Microsystems 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 Sun
Microsystems Stock is at, below or not
sufficiently above the price of Sun Microsystems
Stock at pricing.
You cannot predict the future performance of Sun
Microsystems Stock based on its historical
performance.
No Affiliation with We are not affiliated with Sun Microsystems.
Sun Microsystems We do not have any non-public information about
Sun Microsystems as of the date of this Pricing
Supplement, although we or our affiliates may
presently or from time to time engage in
business with Sun Microsystems, including
extending loans to, or making equity investments
in, Sun Microsystems or providing investment
advisory services to Sun Microsystems, including
merger and acquisition advisory services.
Moreover, we have no ability to control or
predict the actions of Sun Microsystems,
including any corporate actions of the type that
would require the calculation agent to adjust
the exchange ratio. Sun Microsystems 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 Sun Microsystems.
You Have No As a holder of notes, you will not have voting
Shareholder Rights rights or the right to receive dividends or
other distributions or any other rights with
respect to Sun Microsystems Stock.
Limited Antidilution MS & Co., as calculation agent, will adjust the
Adjustments exchange ratio for certain events affecting the
Sun Microsystems Stock, such as stock splits and
stock dividends, and certain other corporate
actions involving Sun Microsystems, such as
mergers. However, the calculation agent is not
required to make an adjustment for every
corporate event that can affect Sun Microsystems
Stock. For example, the calculation agent is not
required to make any adjustments if Sun
Microsystems or anyone else makes a partial
tender offer or a partial exchange offer for Sun
Microsystems 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, but is not
required to, make adjustments for corporate
events that can affect the Sun Microsystems
Stock other than those contemplated in this
pricing supplement. Such adjustments will be
made to reflect the consequences of events but
not with the aim of changing relative investment
risk. The determination by the calculation agent
to adjust, or not to adjust, the exchange ratio
may materially and adversely affect the market
price of the notes.
Potential Conflicts of As calculation agent, MS & Co. will calculate
Interest between You and how many shares of Sun Microsystems Stock you
the Calculation Agent and will receive in exchange for your notes and what
Other Affiliates of Ours 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 Sun Microsystems Stock as
well as in other instruments related to Sun
Microsystems Stock. MS & Co. and some of our
subsidiaries also trade Sun Microsystems 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
Sun Microsystems Stock and, thereby, the value
of the Sun Microsystems Stock or cash you will
receive upon exchange or redemption.
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.
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.............. $31,750,000
Maturity Date................. May 30, 2006
Specified Currency............ U.S. Dollars
Issue Price................... $982.59 (98.259% 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)............. May 19, 1999
CUSIP......................... 617446DJ5
Minimum Denominations......... $1,000
Initial Sun Microsystems Price $64 5/8 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 May 30, 2006
(Exchangeable for Shares of Common Stock of
Sun Microsystems, Inc.) (the "Notes") for
12.09176 shares (the "Exchange Ratio") of Sun
Microsystems 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 Sun
Microsystems Stock or pay an amount in cash
equal to the Exchange Ratio times the Market
Price of Sun Microsystems 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 Sun Microsystems Stock or cash
received by you upon exercise of the Exchange
Right.
We will, or will cause the Calculation Agent
to, deliver such shares of Sun Microsystems
Stock or cash to the Trustee for delivery to
you.
No Fractional Shares ......... If upon any exchange of the Notes we deliver
shares of Sun Microsystems Stock, we will pay
cash in lieu of delivering fractional shares
of Sun Microsystems Stock in an amount equal
to the corresponding fractional Market Price
of Sun Microsystems Stock as determined by
the Calculation Agent on such Exchange Date.
Exchange Ratio ............... 12.09176, subject to adjustment for certain
corporate events relating to Sun
Microsystems, Inc. See "--Antidilution
Adjustments" below.
Exchange Date................. Any Trading Day that falls during the period
beginning August 14, 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 May 19, 2001, we may call the
Notes, in whole but not in part, for
mandatory exchange into Sun Microsystems
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 Sun Microsystems
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
Sun Microsystems Stock or cash to the Trustee
for delivery to you.
Upon an exchange by us (whether payment is to
be made in Sun Microsystems 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 Sun
Microsystems 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.
Call Date..................... The scheduled Trading Day on or after May 19,
2001 specified by us in our notice of
mandatory exchange on which we will deliver
Sun Microsystems 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 Sun Microsystems
Stock on such Trading Day.
Call Price.................... The table below shows indicative Call Prices
for each $1,000 principal amount of Notes on
May 19, 2001 and at each May 19 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
--------- ----------
May 19, 2001................. $ 987.51
May 19, 2002................. $ 989.98
May 19, 2003................. $ 992.46
May 19, 2004................. $ 994.94
May 19, 2005................. $ 997.43
May 19, 2006................. $ 999.93
Maturity..................... $1,000.00
Market Price.................. If Sun Microsystems 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
Sun Microsystems 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 Sun Microsystems 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 Sun Microsystems 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 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 Sun Microsystems 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 Sun
Microsystems Stock.
2. If Sun Microsystems Stock is subject (i)
to a stock dividend (issuance of additional
shares of Sun Microsystems Stock) that is
given ratably to all holders of shares of Sun
Microsystems Stock or (ii) to a distribution
of Sun Microsystems Stock as a result of the
triggering of any provision of the corporate
charter of Sun Microsystems, then once the
dividend has become effective and Sun
Microsystems Stock is 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 Sun Microsystems 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 Sun
Microsystems Stock other than distributions
described in paragraph 6 below and
Extraordinary Dividends as described below. A
cash dividend or other distribution with
respect to Sun Microsystems Stock will be
deemed to be an "Extraordinary Dividend" if
such dividend or other distribution exceeds the
immediately preceding non-Extraordinary
Dividend for Sun Microsystems 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 Sun Microsystems 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 Sun
Microsystems Stock, the Exchange Ratio with
respect to Sun Microsystems 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 Sun Microsystems
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 Sun
Microsystems 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 Sun Microsystems 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 Sun Microsystems 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 Sun Microsystems Stock so
long as a Market Price for Sun Microsystems
Stock is available. If a Market Price is no
longer available for Sun Microsystems Stock
for whatever reason, including the liquidation
of Sun Microsystems or the subjection of Sun
Microsystems to a proceeding under any
applicable bankruptcy, insolvency or other
similar law, then the value of Sun
Microsystems Stock will equal zero for so
long as no Market Price is available.
5. If there occurs any reclassification or
change of Sun Microsystems Stock, including,
without limitation, as a result of the
issuance of tracking stock by Sun
Microsystems, or if Sun Microsystems 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 Sun Microsystems as an
entirety or substantially as an entirety, in
each case as a result of which the holders of
Sun Microsystems Stock shall be entitled to
receive stock, other securities or other
property or assets (including, without
limitation, cash or other classes of stock of
Sun Microsystems) ("Exchange Property") with
respect to or in exchange for such Sun
Microsystems 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 Sun Microsystems 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 Sun Microsystems issues to all of its
shareholders equity securities of an issuer
other than Sun Microsystems (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 Sun
Microsystems 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 Sun Microsystems 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 upon
the occurrence of corporate or other similar
events that affect or could potentially
affect market prices of, or sharesholders'
rights in, the Sun Microsystems Stock (or
other Exchange Property) but only to reflect
such changes, and not with the aim of
changing relative 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 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 Sun Microsystems Stock:
(i) a suspension, absence or material
limitation of trading of Sun Microsystems
Stock on the primary market for Sun
Microsystems 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 Sun Microsystems
Stock as a result of which the reported
trading prices for Sun Microsystems 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 Sun Microsystems
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 Sun
Microsystems 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 Sun Microsystems Stock
and (5) a suspension, absence or material
limitation of trading on the primary
securities market on which options contracts
related to Sun Microsystems 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 Sun
Microsystems 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.
Sun Microsystems Stock;
Public Information............ Sun Microsystems is a leading supplier of
enterprise network computing products
including desktop systems, servers, storage
subsystems, network switches, software,
microprocessors, and a full range of services
and support. Sun Microsystems 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
Sun Microsystems pursuant to the Exchange Act
of 1934 can be located by reference to
Commission file number 0-15086. In addition,
information regarding Sun Microsystems 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
Sun Microsystems Stock or other securities
of Sun Microsystems. We have derived all
disclosures contained in this pricing
supplement regarding Sun Microsystems 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 Sun Microsystems 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 Sun Microsystems 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 Sun Microsystems Stock
(and therefore the Initial Sun Microsystems
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 Sun Microsystems 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 Sun Microsystems Stock.
We or our affiliates may presently or from
time to time engage in business with Sun
Microsystems, including extending loans to, or
making equity investments in, Sun
Microsystems or providing advisory services
to Sun Microsystems, including merger and
acquisition advisory services. In the course
of such business, we or our affiliates may
acquire non-public information with respect
to Sun Microsystems and, in addition, one or
more of our affiliates may publish research
reports with respect to Sun Microsystems. 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
Sun Microsystems as in your judgment is
appropriate to make an informed decision with
respect to an investment in Sun Microsystems
Stock.
Historical Information........ The following table sets forth the published
high and low Market Price during 1996, 1997,
1998 and during 1999 through May 14, 1999.
The Market Price on May 14, 1999 was
$64(5)/(8). We obtained the Market Prices
listed below from Bloomberg Financial Markets
and we believe such information to be
accurate. You should not take the historical
prices of Sun Microsystems Stock as an
indication of future performance. We cannot
give any assurance that the price of Sun
Microsystems 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
Sun Microsystems High Low
---------------- ---- ---
(CUSIP 866810104)
1996
First Quarter.................... 14 1/32 9 11/32
Second Quarter................... 16 21/32 11 13/32
Third Quarter.................... 16 1/4 11 31/32
Fourth Quarter................... 17 1/2 12 27/32
1997
First Quarter.................... 17 1/2 13 5/32
Second Quarter................... 18 31/32 13 7/16
Third Quarter.................... 26 21/32 18 9/32
Fourth Quarter................... 23 3/8 15 7/8
1998
First Quarter.................... 24 15/16 18 57/64
Second Quarter................... 22 9/16 19 13/32
Third Quarter.................... 26 3/8 19 13/16
Fourth Quarter................... 43 7/16 20
1999
First Quarter.................... 62 31/32 44 27/32
Second Quarter
(through May 14, 1999)......... 71 1/2 50 1/8
Historical prices have been adjusted for two
2 for 1 stock splits of Sun Microsystems
Stock, which became effective in the fourth
quarter of 1996 and the second quarter of
1999, respectively.
We make no representation as to the amount of
dividends, if any, that Sun Microsystems 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 Sun Microsystems 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 Sun Microsystems 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 Sun Microsystems Stock. Our
purchase activity could potentially have
increased the price of Sun Microsystems
Stock, and therefore effectively have
increased the level to which Sun Microsystems
Stock must rise before you would receive an
amount of Sun Microsystems Stock worth as
much or more than the 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 Sun Microsystems
Stock, options contracts on Sun Microsystems
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 Sun Microsystems 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 Sun Microsystems
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 Sun Microsystems
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;
(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 Sun
Microsystems 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 6.18%, 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 $1507.34.
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.
ANNEX A
OFFICIAL NOTICE OF EXCHANGE
Dated: [On or after August 14, 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 May 30, 2006 (Exchangeable for Shares of
Common Stock of Sun Microsystems, Inc.) of Morgan Stanley Dean Witter & Co.
(CUSIP No. 617446DJ5) (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)
May 30, 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. 6
dated May 14, 1999 (the "Pricing Supplement") to the Prospectus Supplement dated
May 6, 1999 and the Prospectus dated May 5, 1999 related to Registration
Statement No. 333-75289. 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 Sun Microsystems, 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
----------
