PROSPECTUS Dated May 18, 2000 Pricing Supplement No. 40 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-34392
Dated May 19, 2000 Dated October 10, 2000
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Senior Registered Floating Rate Renewable Notes
---------------------------
EXtendible Liquidity SecuritiesSM (EXLsSM)
We will not redeem these EXLs prior to the maturity date other than under
the circumstances described under "Description of Notes--Tax Redemption--All
Notes" in the accompanying prospectus supplement.
We will apply to the U.K. Listing Authority for the EXLs to be admitted on
the Official List of the London Stock Exchange as soon as practicable following
the settlement of the EXLs subject to meeting the applicable listing
requirements.
We will apply to list the EXLs on the Luxembourg Stock Exchange subject to
meeting the applicable listing requirements.
The euro senior registered floating rate renewable notes (EXtendible
Liquidity Securities) described in this pricing supplement, which we refer to as
the EXLs, will mature on the initial maturity date, unless the maturity of all
or any portion of the principal amount of the EXLs is extended in accordance
with the procedures described below. In no event will the maturity of the EXLs
be extended beyond the final maturity date. The term "EXL" refers to each Euro
100,000 of the Euro Senior Registered Floating Rate Renewable Notes.
During each election period, you may elect to extend the maturity of some
or all of your EXLs so that the maturity of your EXLs will be extended to the
date occurring 18 calendar months from and including the earliest to occur of
the next succeeding January 24, April 24, July 24 or October 24. However, if the
date to which the maturity date would otherwise be extended is not a business
day, the maturity of your EXLs will be extended to the immediately preceding
business day. The election periods will be the periods from and including the
tenth business day to and including the fifth business day prior to each January
24, April 24, July 24 and October 24, commencing in July 2002 to and including
April 2009.
You may elect to extend the maturity of some or all of your EXLs. To make
your election effective during any election period, you must deliver a notice of
election during that election period. Your notice of election must be delivered
to the Chase Manhattan Bank (London Branch) through the normal clearing system
channels described in more detail below, no later than the last business day in
the election period. Upon delivery to the Chase Manhattan Bank (London Branch)
of a notice of election to extend the maturity of the EXLs or any portion
thereof, that election will be irrevocable.
If during any election period you do not make an election to extend the
maturity of all or any portion of the principal amount of your EXLs, the
principal amount of the EXLs for which you have failed to make such an election
will become due and payable on the initial maturity date, or any later date to
which the maturity of your EXLs has previously been extended. The principal
amount of the EXLs for which such election is not exercised will be represented
by a note issued on the next succeeding interest payment date. The note so
issued will have the same terms as the EXLs, except that it will not be
extendible, will have a separate ISIN number and Common Code number and its
maturity date will be the initial maturity date or any later date to which the
maturity of those EXLs has previously been extended. The failure to elect to
extend the maturity of all or any portion of the EXLs will be irrevocable and
will be binding upon any subsequent holder of such EXLs.
The EXLs will bear interest from the date of issuance until the principal
amount thereof is paid or made available for payment at a rate determined for
each interest reset period by reference to the base rate, based on the index
maturity, plus the applicable spread for the applicable interest reset date. We
describe how floating rates are determined and calculated 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.
The EXLs will be issued in registered global form and will remain on
deposit with a common depositary for the Euroclear operator and Clearstream,
Luxembourg. Therefore, you must exercise the option to extend the maturity of
your EXLs through the common depositary. To ensure that the common depositary
will receive timely notice of your election to extend the maturity of all or a
portion of your EXLs, so that it can deliver notice of your election to the
Chase Manhattan Bank (London Branch) prior to the close of business on the last
business day in the election period, you must instruct the direct or indirect
participant through which you hold an interest in the EXLs to notify the common
depositary of your election to extend the maturity of your EXLs in accordance
with the then applicable operating procedures of the common depositary.
The common depositary must receive any notice of election from its
participants no later than 12:00 noon (London time) on the last business day in
the election period. Different firms have different deadlines for accepting
instructions from their customers. You should consult the direct or indirect
participant through which you hold an interest in the EXLs to ascertain the
deadline for ensuring that timely notice will be delivered to the common
depositary.
The EXLs we are offering by this pricing supplement will initially be
limited to Euro 350,000,000 in aggregate principal amount. We may create and
issue additional EXLs with the same terms as these EXLs so that the additional
EXLs will be combined with this initial issuance of EXLs.
"EXtendible Liquidity Securities" and "EXLs" are our service marks.
Principal Amount: Euro 350,000,000
Settlement Date
(Original Issue Date): October 24, 2000
(continued on next page)
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
KBC INTERNATIONAL GROUP WESTDEUTSCHE LANDESBANK
GIROZENTRALE
<PAGE>
Initial Maturity Date: October 24, 2003, or if such
day is not a business day, the
immediately preceding
business day
Final Maturity Date: October 24, 2010, or if such
day is not a business day, the
immediately preceding
business day
Base Rate: EURIBOR
Index Maturity: Three months
Spread: Plus 0.20% per annum
Spread Multiplier: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Interest Accrual Date: October 24, 2000
Initial Interest Rate: To be determined on the
second TARGET settlement
day prior to the Original
Issue Date.
Initial Interest Reset Date: January 24, 2001
Interest Reset Dates: Each January 24, April 24,
July 24 and October 24,
commencing January 24,
2001.
Interest Payment Dates : Each January 24, April 24,
July 24 and October 24,
commencing January 24,
2001. The final interest
payment date for the EXLs,
or any portion of the EXLs
maturing prior to the final
maturity date, will be the
maturity date, and interest
for the final interest payment
period will accrue from and
including the interest
payment date immediately
preceding such maturity date
to but excluding the maturity
date.
Interest Determination
Dates: The second TARGET settlement
day prior to each interest reset
date.
Election Periods: The period from and including
the tenth business day to and
including the fifth business day
prior to each January 24, April
24, July 24 and October 24,
commencing in July 2002 to and
including April 2009.
Redemption Dates: N/A
Redemption Percentage: N/A
Alternate Rate Event
Spread: N/A
Interest Payment Period: Quarterly. See also "Interest
Payment Dates."
Interest Reset Period: Quarterly
Specified Currency: Euros
Issue Price: 99.972%
Bearer Note or
Registered Note: Registered Note
Senior Note or
Subordinated Note: Senior Note
Reporting Service: Telerate Page 248
Principal Paying Agent
and Calculation Agent: The Chase Manhattan Bank
(London Branch)
Trustee: The Chase Manhattan Bank
Agent: Morgan Stanley & Co.
International Limited
Denominations: Euro 100,000
Common Code: 11924824
ISIN: XS0119248242
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<PAGE>
Plan of Distribution:
On October 10, 2000, we agreed to sell to the managers listed in this
pricing supplement, and they severally agreed to purchase, the principal amount
of EXLs set forth opposite their respective names below at a net price of
99.622%, which we refer to as the "purchase price." The purchase price equals
the stated issue price of 99.972% less a combined management and underwriting
commission of 0.35% of the principal amount of these EXLs.
Principal Amount of
Name the EXLs
---- -------------------
Morgan Stanley & Co. International Limited.............. Euro 343,000,000
KBC Bank NV ............................................ 3,500,000
Westdeutsche Landesbank Girozentrale.................... 3,500,000
Total........................................... Euro 350,000,000
================
United States Federal Taxation:
See "United States Federal Taxation--Income Taxes--Notes" in the
accompanying prospectus supplement.
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