PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 65 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated April 26, 2000
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due 2012
-----------------------
We may not redeem these Global Medium-Term Notes, Series D (Euro Floating
Rate Senior Bearer Notes Due 2012) prior to the Maturity Date other than under
the circumstances described under "Description of Notes--Tax Redemption" in the
accompanying prospectus supplement.
We will issue the notes only in bearer form, which form is further
described under "Description of Notes--Forms of Notes" in the accompanying
prospectus supplement. You may not exchange notes in bearer form at any time
for notes in registered form.
We will apply to the London Stock Exchange Limited for the notes to be
admitted on the Official List as soon as practicable following the Original
Issue Date.
We describe the basic features of this type of note in the section called
"Description of Notes--Floating Rate Notes" in the accompanying prospectus
supplement, subject to and as modified by the provisions described below.
Principal Amount: $250,000,000
Maturity Date: May 9, 2012. See also Option to
Elect Repayment below.
Settlement and Original
Issue Date: May 9, 2000
Interest Accrual Date: May 9, 2000
Issue Price: 100.047%
Specified Currency: US Dollars
Redemption Percentage
at Maturity: 100%
Base Rate: LIBOR
Spread (Plus or Minus): Plus 0.15% per annum
Spread Multiplier: N/A
Index Currency: US Dollars
Index Maturity: 3 months
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Interest Rate: To be determined on the second
London banking day prior to the
original issue date
Initial Redemption Date: N/A
Initial Redemption
Percentage: N/A
Annual Redemption
Percentage Reduction: N/A
Optional Repayment
Date(s): N/A
Interest Payment Dates: Each February 9, May 9, August 9
and November 9, commencing
August 9, 2000; provided that if
any such day (except the maturity
date) is not a business day, that
interest payment date will be the
next succeeding day that is a business
day, unless that succeeding business
day would fall in the next calendar
month, in which case such interest
payment date will be the immediately
preceding business day
Interest Payment Period: Quarterly
Interest Reset Dates: Each interest payment date
Interest Reset Periods: Quarterly
Business Day: New York and London
Calculation Agent: The Chase Manhattan Bank
Agent: Morgan Stanley & Co. International
Limited
Denominations: $10,000
Common Code: 11097073
ISIN: XS0110970737
Other Provisions: See below
(continued on next page)
Terms not defined above have the meanings given to those terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
ABN AMRO Credit Lyonnais
<PAGE>
Option to Elect Repayment:
You may elect to have us repay the notes, in whole or in part, at par plus
any accrued interest, beginning on May 9, 2002 and any business day thereafter
upon three business days prior notice, provided that you must exercise the
option to elect repayment with respect to at least $10 million principal amount
of the notes, or any integral multiple of $5 million in excess thereof.
If you wish to exercise your option to elect repayment, written notice
(substantially in the form of Annex A hereto) of your election must be provided
to Chase London, as principal paying agent of the notes, and to us through the
appropriate clearing system (as described below) and received prior to 11:00
a.m. (London time) no fewer than three business days prior to the repayment
date, and any notice received after 11:00 a.m. (London time) or on a
non-business day will be effective on the next succeeding business day.
Your exercise of the option to elect repayment will be irrevocable.
The notes will be issued in global bearer form and will remain on deposit
with a common depository for the Euroclear operator or Clearstream Banking,
societe anonyme (formerly known as Cedelbank). You must exercise the option to
elect repayment through Euroclear or Clearstream. In order to ensure that the
Euroclear operator or Clearstream will timely exercise the option to elect
repayment for the notes, or any portion of the notes, as an investor in the
notes you must instruct the broker or other direct or indirect participant
through which you hold an interest in that note to notify the Euroclear
operator or Clearstream of your desire to elect repayment in accordance with
the then applicable operating procedures of the Euroclear operator or
Clearstream. Different firms have different deadlines for accepting
instructions from their customers. You should consult the broker or other
participant through which you would hold an interest in the notes in order to
ascertain the deadline for ensuring that timely notice will be delivered to the
Euroclear operator or Clearstream.
Plan of Distribution:
On April 26, 2000, we agreed to sell to the managers listed in this
pricing supplement, and they severally agreed to purchase, the principal amount
of notes set forth opposite their respective names below at a net price of
99.922%, which we refer to as the "purchase price." The purchase price equals
the stated issue price of 100.047% less a selling concession of 0.0625% and a
combined management and underwriting commission of 0.0625% of the principal
amount of these notes.
Principal Amount of
Name Notes
---- -------------------
Morgan Stanley & Co. International Limited................. USD 242,500,000
ABN AMRO Bank N.V.......................................... 3,750,000
Credit Lyonnais............................................ 3,750,000
Total.............................................. USD 250,000,000
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<PAGE>
ANNEX A
OFFICIAL NOTICE OF OPTION TO ELECT REPAYMENT
Dated: [On or after May 9, 2002]
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036
Fax No.: (212) 761-_____
(Attn:_______)
The Chase Manhattan Bank, London Branch
Trinity Tower
9 Thomas More Street
London E19YT, England
Fax No.: _______
(Attn:______)
Dear Sirs:
The undersigned holder of the Medium Term Notes, Series D, Euro Floating
Rate Senior Bearer Notes Due 2012, of Morgan Stanley Dean Witter & Co. (ISIN
XS0110970737, Common Code 11097073) (the "Notes") hereby irrevocably elects to
exercise with respect to the principal amount of the Notes indicated below
(which amount shall be at least $10 million, or any integral multiple of $5
million in excess thereof), as of the date hereof (or, if this letter is
received after 11:00 a.m. on any business day, as of the next business day),
provided that such day is prior to Maturity Date, the Option to Elect Repayment
as described in Pricing Supplement No. 65 dated April 26, 2000 (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. 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.
Very truly yours,
-----------------------------------
[Name of Holder]
By:
--------------------------------
[Title]
-----------------------------------
[Fax No.]
$
----------------------------------
Principal Amount of Notes
surrendered for repayment
Receipt of the above Official
Notice of Exchange is hereby acknowledged
MORGAN STANLEY DEAN WITTER & CO., as Issuer
By:
-------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, LONDON BRANCH, as Principal Paying Agent
By:
-------------------------------------
Name:
Title:
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