Amendment No. 1
PROSPECTUS Dated May 18, 2000 Pricing Supplement No. 20 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-34392
Dated May 18, 2000 July 21, 2000
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Variable Rate Renewable Notes
---------------------------
EXtendible Liquidity SecuritiesSM (EXLsSM)
The senior variable 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.
On each election date, you may elect to extend the maturity of all or any
portion of the principal amount of your EXLs so that the maturity of your EXLs
will be extended to the date occurring 366 calendar days from and including the
15th day of the next succeeding month. However, if that 366th calendar day is
not a business day, the maturity of your EXLs will be extended to the
immediately preceding business day. The election dates will be the fifteenth
calendar day of each month from August 2000 to July 2004 inclusive, whether or
not any such day is a business day.
You may elect to extend the maturity of all of your EXLs or of any portion
thereof having a principal amount of $1,000 or any multiple of $1,000 in excess
thereof. To make your election effective on any election date, you must deliver
a notice of election during the notice period for that election date. The
notice period for each election date will begin on the fifth business day prior
to the election date and end on the election date, however, if that election
date is not a business day, the notice period will be extended to the following
business day. Your notice of election must be delivered to the trustee for the
EXLs, through the normal clearing system channels described in more detail
below, no later than the last business day in the notice period. Upon delivery
to the trustee of a notice of election to extend the maturity of the EXLs or
any portion thereof, that election will be irrevocable.
If on any election date 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 have previously been extended. The principal amount
of the EXLs for which such election is not exercised will be represented by a
note issued on such election date. The note so issued will have the same terms
as the EXLs, except that it will not be extendible, will have a separate CUSIP
number and its maturity date will be the date that is 366 calendar days from
and including such election date or, if such 366th calendar day is not a
business day, the immediately preceding business day. 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 the depositary for the EXLs. Therefore, you must exercise the
option to extend the maturity of your EXLs through the depositary. To ensure
that the 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 trustee prior to the close of business on the last
business day in the notice period, you must instruct the direct or indirect
participant through which you hold an interest in the EXLs to notify the
depositary of your election to extend the maturity of your EXLs in accordance
with the then applicable operating procedures of the depositary.
The depositary must receive any notice of election from its participants
no later than 12:00 noon (New York City time) on the last business day in the
notice period for any election date. 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
depositary. If you hold your interest in the EXLs through Euroclear or
Clearstream, Luxembourg, additional time may be needed to give your notice. If
the election date is not a business day, notice of your election to extend the
maturity date of your EXLs must be delivered to the depositary by its
participants no later than 12:00 noon (New York City time) on the last business
day preceding the election date.
The EXLs will initially be limited to $3,000,000,000 in aggregate
principal amount. We may create and issue additional variable rate renewable
notes with the same terms as the EXLs so that the additional variable rate
renewable notes will be combined with this initial issuance of EXLs.
"EXtendible Liquidity Securities" and "EXLs" are our service marks.
Principal Amount: $3,000,000,000
Initial Maturity Date: August 15, 2001, or if such day is not a business
day, the immediately preceding business day
Final Maturity Date: August 15, 2005, or if such day is not a business
day, the immediately preceding business day
Base Rate: LIBOR
Index Maturity: One month (except as described below under
Initial Interest Rate)
(continued on next page)
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
CREDIT LYONNAIS UNIBANK
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Spread: The table below indicates the applicable spread
for the interest reset dates occurring during
each of the indicated periods.
For Interest Reset Dates occurring: Spread
---------------------------------- ------
From the original issue date
to and including July 2001 Plus 0.025%
From and including August 2001
to and including July 2002 Plus 0.06%
From and including August 2002
to and including July 2003 Plus 0.10%
From and including August 2003
to and including July 2004 Plus 0.12%
From and including August 2004
to and including July 2005 Plus 0.12%
Spread Multiplier: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Interest Rate: One month LIBOR, plus 0.025%; to be determined
two London banking days prior to the Original
Issue Date based on interpolation between
one-week and one- month LIBOR for the initial
interest payment period.
Initial Interest Reset Date: August 15, 2000
Interest Reset Dates: The fifteenth day of each month, commencing
August 15, 2000
Interest Accrual Date: July 27, 2000
InterestPayment Dates: The fifteenth day of each month, commencing
August 15, 2000.
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 in the month immediately
preceding such maturity date to but excluding
the maturity date.
Interest Determination
Dates: Two London banking days prior to interest reset
dates.
Election Dates: The fifteenth day of each month from August 2000
to July 2004, inclusive, whether or not such day
is a business day.
Redemption Dates: N/A
Redemption Percentage: N/A
Alternate Rate Event N/A
Spread:
Interest Payment Period: Monthly. See also "Interest Payment Dates."
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue Date): July 27, 2000
Book Entry Note or
Certificated Note: Book Entry Note
Reporting Service: Telerate Page 3750
Senior Note or
Subordinated Note: Senior Note
Trustee and
Calculation Agent: The Chase Manhattan Bank
Agent: Morgan Stanley & Co. Incorporated
(continued on the next page)
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Interest Reset Periods: The first interest reset period will be the
period from and including August 15, 2000 to but
excluding the immediately succeeding interest
reset date. Thereafter, the interest reset
periods will be the periods from and including
an interest reset date to but excluding the
immediately succeeding interest reset date;
provided that the final interest reset period
for the EXLs, or any portion of the EXLs
maturing prior to the Final Maturity Date, will
be the period from and including the interest
reset date in the month immediately preceding
the maturity of the EXLs, or any portion of the
EXLs, to the relevant maturity date.
Denominations: $1,000 and integral multiples thereof
CUSIP No: 617446GA1
Common Code: 011519466
ISIN: US617446GA13
Delivery and Clearance: We will deposit the EXLs with The Depository
Trust Company in New York. You may hold an
interest in the EXLs through The Depository
Trust Company, Euroclear or Clearstream,
Luxembourg, directly as a participant of any
such system or indirectly through organizations
which are participants in such systems. See
"Series C Notes and Series C Units Offered on a
Global Basis" in the accompanying prospectus
supplement.
Plan of Distribution:
On July 21, 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 99.65%, which
we refer to as the "purchase price." The purchase price equals the stated issue
price of 100% less a combined management and underwriting commission of 0.35%
of the principal amount of these EXLs.
Principal Amount of
Name EXLs
---- -------------------
Morgan Stanley & Co. Incorporated........................ $2,994,000,000
Credit Lyonnais ......................................... 3,000,000
Unibank A/S.............................................. 3,000,000
Total............................................ $3,000,000,000
==============
United States Federal Taxation:
The following discussions are based on the opinion of Davis Polk &
Wardwell, our special tax counsel.
United States Holders. An election to extend the maturity of all or any
portion of the principal amount of the EXLs in accordance with the procedures
described above should not be a taxable event for U.S. federal income tax
purposes. In addition, the EXLs should not constitute contingent payment debt
instruments that would be subject to certain Treasury regulations governing
contingent payment obligations (the "Contingent Payment Regulations").
Furthermore, although the EXLs will be "discount notes" (as defined in the
section called "United States Federal Taxation -- Notes -- Discount Notes" in
the accompanying prospectus supplement), the difference between the stated
redemption price at maturity and the issue price of the EXLs will be less than
the de minimis amount specified by the relevant provisions of the Code and the
Treasury regulations issued thereunder. Accordingly, the EXLs should not be
considered to have OID for U.S. federal income tax purposes.
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Prospective investors should consult the summary describing the principal
U.S. federal income tax consequences of the ownership and disposition of the
EXLs - including possible application of the governing OID rules - contained in
the section called "United States Federal Taxation" in the accompanying
prospectus supplement.
Prospective investors should note that no assurance can be given that the
IRS will accept, or that the courts will uphold, the characterization and the
tax treatment of the EXLs described above. If the IRS were successful in
asserting that an election to extend the maturity of all or any portion of the
principal amount of the EXLs is a taxable event for U.S. federal income tax
purposes, then you would be required to recognize gain upon the exercise of
such election. Also, if the IRS were successful in asserting that the EXLs were
subject to the Contingent Payment Regulations, the timing and character of
income thereon would be affected. Among other things, you may be required to
accrue as OID income, subject to adjustments, at a "comparable yield" on the
issue price. Furthermore, any gain recognized with respect to the EXLs would
generally be treated as ordinary income. However, because the EXLs bear a
variable interest rate that is reset every month, MSDW expects that (i) the
accrual of income at the comparable yield will not significantly alter the
timing of income inclusion; and (ii) any gain recognized with respect to the
notes will not be significant. You are urged to consult your tax advisor
regarding the U.S. federal income tax consequences of investing in the EXLs.
Additional Disclosure for Non-U.S. Holders. As used herein, the term
"Non-U.S. Holder" means an owner of EXLs that is, for United States federal
income tax purposes, (i) a nonresident alien individual, (ii) a foreign
corporation, (iii) a nonresident alien fiduciary of a foreign trust or estate
or (iv) a foreign partnership one or more of the members of which is, for
United States federal income tax purposes, a nonresident alien individual, a
foreign corporation or a nonresident alien fiduciary of a foreign trust or
estate. The following summary does not deal with persons that are not Non-U.S.
Holders or that are subject to special rules, such as nonresident alien
individuals who have lost United States citizenship or who have ceased to be
taxed as United States resident aliens, corporations that are treated as
foreign personal holding companies, controlled foreign corporations or passive
foreign investment companies, and certain other Non-U.S. Holders that are owned
or controlled by persons subject to United States federal income tax. In
addition, unless otherwise noted, the following summary does not apply to
persons for whom interest or gain on EXLs is effectively connected with a trade
or business in the United States. If you are considering the purchase of EXLs,
you should consult your tax advisors with regard to the application of the
United States federal income tax laws to your particular situation as well as
any tax consequences arising under the laws of any state, local or foreign
taxing jurisdiction. This discussion is based on the Code and administrative
interpretations as of the date hereof, all of which are subject to change,
including changes with retroactive effect. Capitalized terms appearing herein
and not defined have the meanings assigned to such terms in the prospectus
supplement.
Subject to the discussion below concerning backup withholding, payments at
maturity of the EXLs by us or a paying agent to a Non-U.S. Holder, and gain
realized on the sale, exchange or other disposition of such EXLs, will not be
subject to United States federal income or withholding tax, provided that: (i)
such Non-U.S. Holder does not own, actually or constructively, 10 percent or
more of the total combined voting power of all classes of stock of Morgan
Stanley Dean Witter & Co. entitled to vote, is not a controlled foreign
corporation related, directly or indirectly, to Morgan Stanley Dean Witter &
Co. through stock ownership, and is not a bank receiving interest described in
Section 881(c)(3)(A) of the Code; (ii) the statement required by Section 871(h)
or Section 881(c) of the Code has been provided with respect to the beneficial
owner, as discussed below; (iii) such Non-U.S. Holder is not an individual who
is present in the United States for 183 days or more in the taxable year of
disposition, or such individual does not have a "tax home" (as defined in
Section 911(d)(3) of the Code) or an office or other fixed place of business in
the United States; and (iv) such payment and gain are not effectively connected
with the conduct by such Holder of a trade or business in the United States.
Sections 871(h) and 881(c) of the Code require that, in order to obtain
the portfolio interest exemption from withholding tax, either the beneficial
owner of EXLs, or a securities clearing organization, bank or other financial
institution that holds customers' securities in the ordinary course of its
trade or business (a "Financial Institution") and that is holding EXLs on
behalf of such beneficial owner, file a statement with the withholding agent to
the effect that the beneficial owner of the EXLs is not a United States person.
Under United States Treasury Regulations, such requirement will be fulfilled if
the beneficial owner of EXLs certifies on IRS Form W-8BEN, under penalties of
perjury, that it is not a United States person and provides its name and
address, and any Financial Institution holding the EXLs on behalf of the
beneficial owner files a statement with the withholding agent to the effect
that it has received such a statement from the Holder (and furnishes the
withholding agent with a copy thereof). With respect to EXLs held by a foreign
partnership, under current law, the Form W-8BEN may be provided by the foreign
partnership. However, for payments with respect to EXLs after December 31,
2000, unless the foreign partnership has entered into a withholding agreement
with the Internal Revenue Service, a foreign partnership will be required,
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in addition to providing an intermediary Form W-8BEN, to attach an appropriate
certification by each partner. If you are a prospective investor, you should
consult your tax advisor regarding possible additional reporting requirements,
including reporting requirements for foreign partnerships and their partners.
Under Section 2105(b) of the Code, EXLs held by an individual who is not a
citizen or resident of the United States at the time of his or her death will
not be subject to United States federal estate tax as a result of such
individual's death, provided that the individual does not own, actually or
constructively, 10 percent or more of the total combined voting power of all
classes of stock of Morgan Stanley Dean Witter & Co. entitled to vote and, at
the time of such individual's death, payments with respect to such EXLs would
not have been effectively connected to the conduct by such individual of a
trade or business in the United States.
Under current Treasury Regulations, backup withholding at 31% will not
apply to payments by us or any paying agent made on EXLs if the certifications
required by Sections 871(h) and 881(c) are received, provided in each case that
we or such paying agent, as the case may be, does not have actual knowledge
that the payee is a United States person.
Under current Treasury Regulations, payments on the sale, exchange or
other disposition of EXLs made to or through a foreign office of a broker
generally will not be subject to backup withholding. However, if such broker is
a United States person, a controlled foreign corporation for United States tax
purposes, a foreign person 50 percent or more of whose gross income is
effectively connected with a United States trade or business for a specified
three- year period or, in the case of payments made after December 31, 2000, a
foreign partnership with certain connections to the United States, information
reporting will be required unless the broker has in its records documentary
evidence that the beneficial owner is not a United States person and certain
other conditions are met or the beneficial owner otherwise establishes an
exemption. Backup withholding may apply to any payment which such broker is
required to report if such broker has actual knowledge that the payee is a
United States person. Payments to or through the United States office of a
broker will be subject to backup withholding and information reporting unless
the Holder certifies, under penalties of perjury, that it is not a United
States person or otherwise establishes an exemption.
If you are a Non-U.S. Holder of EXLs you should consult your tax advisors
regarding the application of information reporting and backup withholding in
your particular situation, the availability of an exemption therefrom, and the
procedure for obtaining such an exemption, if available. Any amounts withheld
from a payment to a Non-U.S. Holder under the backup withholding rules will be
allowed as a credit against such Holder's United States federal income tax
liability and may entitle such Holder to a refund, provided that the required
information is furnished to the IRS.
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