SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY DEAN WITTER & CO.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3145972
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(State of Incorporation or Organization) (IRS Employer Identification no.)
1585 Broadway, New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. |X|
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-34392
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
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10% Reset Performance Equity-linked Redemption THE AMERICAN STOCK EXCHANGE
Quarterly-pay Securities due June 28, 2002
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of the Registrant's Securities to be Registered.
The title of the class of securities to be registered hereunder is: "10%
Reset Performance Equity-linked Redemption Quarterly-pay SecuritiesSM due June
28, 2002" (the "Reset PERQSSM"). A description of the Reset PERQS 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. 333-34392) (the "Registration
Statement"), as supplemented by the information under the caption "Description
of Notes" in the prospectus supplement dated May 18, 2000 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 Reset PERQS contained in the pricing supplement dated
June 7, 2000 to be filed pursuant to Rule 424(b) under the Act, which contains
the final terms and provisions of the Reset PERQS 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 Reset PERQS.
Page 2 of 4
<PAGE>
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: June 8, 2000 By:
----------------------------------------
Name: Martin M. Cohen
Title: Assistant Secretary
Page 3 of 4
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Reset PERQS A-1
Page 4 of 4
<PAGE>
FIXED RATE SENIOR NOTE
REGISTERED REGISTERED
No. FXR $
CUSIP: 61744Y769
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.
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MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
RESET PERFORMANCE EQUITY-LINKED
REDEMPTION QUARTERLY-PAY SECURITIES ("RESET PERQS")
% RESET PERQS DUE JUNE 28, 2002
RESET PERQS MANDATORILY EXCHANGEABLE
FOR SHARES OF COMMON STOCK OF
JDS UNIPHASE CORPORATION
<TABLE>
<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: % per MATURITY DATE:
, 2000 DATE: N/A annum (equivalent June 28, 2002
to $ per
annum per Reset
PERQS)
INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL
DATE: , 2000 PERCENTAGE: N/A DATES: Each March REPAYMENT
__, June __, September DATE(S): N/A
__ and December __,
beginning September
__, 2000
SPECIFIED CURRENCY: ANNUAL REDEMPTION INTEREST PAYMENT APPLICABILITY OF
U.S. Dollars PERCENTAGE PERIOD: Quarterly MODIFIED
REDUCTION: N/A PAYMENT UPON
ACCELERATION:
N/A
IF SPECIFIED APPLICABILITY OF If yes, state Issue Price:
CURRENCY OTHER ANNUAL INTEREST N/A
THAN U.S. DOLLARS, PAYMENTS: N/A
OPTION TO ELECT
PAYMENT IN U.S.
DOLLARS: N/A
EXCHANGE RATE ORIGINAL YIELD TO
AGENT: N/A MATURITY: N/A
OTHER PROVISIONS:
(See below)
</TABLE>
Record Date....................... The Record Date for each Interest Payment
Date, including the Maturity Date, shall be
the date 15 calendar days prior to such
Interest Payment Date, whether or not that
date is a Business Day.
Denominations..................... $ and integral multiples thereof
First Year Cap Price.............. $
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First Year Determination Date..... June 29, 2001 (or if such date is not a
Trading Day on which no Market Disruption
Event occurs, the immediately succeeding
Trading Day on which no Market Disruption
Event occurs).
First Year Closing Price.......... First Year Closing Price means the product
of (i) the Market Price of one share of JDS
Uniphase Stock and (ii) the Exchange
Factor, each determined as of the First
Year Determination Date.
Second Year Cap Price............. Second Year Cap Price means the greater of
(x) % of the First Year Closing Price and
(y) the First Year Cap Price. See "Exchange
at Maturity" below.
Maturity Price.................... Maturity Price means the product of (i) the
Market Price of one share of common stock,
$.01 par value ("JDS Uniphase Stock"), of
JDS Uniphase Corporation. ("JDS Uniphase")
and (ii) the Exchange Factor, each
determined as of the second scheduled
Trading Day immediately prior to maturity.
Exchange at Maturity.............. At maturity, upon delivery of this Reset
PERQS to the Trustee, each $ principal
amount of this Reset PERQS shall be applied
by the Issuer as payment for a number of
shares of JDS Uniphase Stock at the
Exchange Ratio. The initial Exchange Ratio,
initially set at 0.20, is subject to
adjustment on the First Year Determination
Date and at maturity in order to cap the
value of the JDS Uniphase Stock to be
received upon delivery of this Reset PERQS
at $ per each $ principal amount of
this Reset PERQS. Solely for purposes of
adjustment upon the occurrence of certain
corporate events, the number of shares of
JDS Uniphase Stock to be delivered at
maturity shall also be adjusted by an
Exchange Factor, initially set at 1.0. See
"Exchange Factor" and "Antidilution
Adjustments" below.
If the First Year Closing Price, as
determined by the Calculation Agent, is
less than or equal to $ (the "First Year
Cap Price"), no adjustment to the Exchange
Ratio shall be made at such time. If the
First Year Closing Price exceeds the First
Year Cap Price, the Exchange Ratio shall be
adjusted by the Calculation Agent so that
the new Exchange Ratio shall equal the
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product of (i) the existing Exchange Ratio
and (ii) a fraction the numerator of which
shall be the First Year Cap Price and the
denominator of which shall be the First
Year Closing Price.
In addition, on the First Year
Determination Date, the Calculation Agent
shall establish the "Second Year Cap Price"
that shall be equal to the greater of (x) %
of the First Year Closing Price and (y) the
First Year Cap Price. The Issuer shall
cause the Calculation Agent promptly to
send written notice of the Second Year Cap
Price and of any such adjustment to the
Exchange Ratio by first-class mail to The
Depository Trust Company, New York, New
York (the "Depositary").
If the Maturity Price, as determined by the
Calculation Agent, is less than or equal to
the Second Year Cap Price, no further
adjustment to the Exchange Ratio shall be
made. If the Maturity Price exceeds the
Second Year Cap Price, the then existing
Exchange Ratio shall be adjusted by the
Calculation Agent so that the final
Exchange Ratio shall equal the product of
(i) the existing Exchange Ratio and (ii) a
fraction the numerator of which shall be
the Second Year Cap Price and the
denominator of which shall be the Maturity
Price.
The number of shares of JDS Uniphase Stock
to be delivered at maturity shall be
subject to any applicable adjustments (i)
to the Exchange Factor and (ii) in the
Exchange Property, as defined in paragraph
5 under "Antidilution Adjustments" below,
to be delivered instead of, or in addition
to, such JDS Uniphase Stock as a result of
any corporate event described under
"Antidilution Adjustments" below, in each
case, required to be made prior to the
close of business on the second Trading Day
immediately prior to maturity.
All calculations with respect to the
Exchange Ratios for the Reset PERQS shall
be rounded to the nearest one
hundred-thousandth, with five
one-millionths rounded upwards (e.g.,
.876545 would be rounded to .87655); all
calculations with respect to the Second
Year Cap Price will be rounded to the
nearest ten-thousandth, with five
one-hundred-thousandths rounded upwards
(e.g.,
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<PAGE>
$12.34567 would be rounded to $12.3457);
and all dollar amounts related to payouts
at maturity resulting from such
calculations shall be rounded to the
nearest cent with one-half cent being
rounded upwards.
The Issuer shall, or shall cause the
Calculation Agent to, (i) provide written
notice to the Trustee at its New York
office and to the Depositary, on which
notice the Trustee and the Depositary may
conclusively rely, on or prior to 10:30
a.m. on the Trading Day immediately prior
to maturity of this Reset PERQS, of the
amount of JDS Uniphase Stock (or the amount
of Exchange Property) to be delivered with
respect to each $ principal amount of
this Reset PERQS and of the amount of any
cash to be paid in lieu of fractional
shares of JDS Uniphase Stock (or of any
other securities included in the Exchange
Property, if applicable) allocated to each
$ principal amount of this Reset PERQS;
provided that, if the maturity date of this
Reset PERQS is accelerated (x) because of
the consummation of a Reorganization Event
(as defined in paragraph 5 of the
"Antidilution Adjustments" below) where the
Exchange Property consists only of cash or
(y) because of an Acceleration Event or
otherwise, the Issuer shall give notice of
such acceleration as promptly as possible,
and in no case later than two Business Days
following such deemed maturity date, (i) to
the holder of this Reset PERQS by mailing
notice of such acceleration by first class
mail, postage prepaid and (ii) to the
Trustee and the Depositary by telephone or
facsimile confirmed by mailing such notice
to the Trustee at its New York office and
to the Depositary by first class mail,
postage prepaid. Any notice that is mailed
in the manner herein provided shall be
conclusively presumed to have been duly
given, whether or not the holder of this
Reset PERQS receives the notice. If the
maturity of this Reset PERQS is accelerated
in the manner described in the immediately
preceding sentence, no interest on the
amounts payable with respect to this Reset
PERQS shall accrue for the period from and
after such accelerated maturity date;
provided, that the Issuer has deposited
with the Exchange Agent the JDS Uniphase
Stock, the Exchange Property or any cash
due with respect to such acceleration.
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<PAGE>
The Issuer shall, or shall cause the
Calculation Agent to, deliver any such
shares of JDS Uniphase Stock (or any
Exchange Property) and cash in respect of
interest and any fractional shares of JDS
Uniphase Stock (or any Exchange Property)
and cash otherwise due upon any
acceleration described above to the Trustee
for delivery to the holder. The Calculation
Agent shall determine the Exchange Ratio
applicable at the maturity of this Reset
PERQS and calculate the Exchange Factor.
References to payment "per Reset PERQS"
refer to each $ principal amount of this
Reset PERQS.
If this Reset PERQS is not surrendered for
exchange at maturity, it shall be deemed to
be no longer Outstanding under, and as
defined in, the Senior Indenture (as
defined on the reverse hereof), except with
respect to the holder's right to receive
the JDS Uniphase Stock (and, if applicable,
any Exchange Property) due at maturity.
No Fractional Shares.............. Upon delivery of this Reset PERQS to the
Trustee at maturity (including as a result
of an acceleration or otherwise), the
Issuer shall deliver the aggregate number
of shares of JDS Uniphase Stock due with
respect to this Reset PERQS, as described
above, but the Issuer shall pay cash in
lieu of delivering any fractional share of
JDS Uniphase Stock in an amount equal to
the corresponding fractional Market Price
of such fraction of a share of JDS Uniphase
Stock as determined by the Calculation
Agent as of the second scheduled Trading
Day prior to maturity of this Reset PERQS.
Exchange Factor................... The Exchange Factor shall be set initially
at 1.0, but shall be subject to adjustment
upon the occurrence of certain corporate
events through and including the second
scheduled Trading Day immediately prior to
maturity. See "Antidilution Adjustments"
below.
Market Price...................... If JDS Uniphase Stock (or any other
security for which a Market Price must be
determined) is listed on a national
securities exchange, is a security of The
Nasdaq National Market 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 JDS Uniphase Stock (or
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<PAGE>
one unit of any such other security) on any
Trading Day means (i) the last reported
sale price, regular way, of the principal
trading session on such day on the
principal United States securities exchange
registered under the Securities Exchange
Act of 1934, as amended (the "Exchange
Act"), on which JDS Uniphase 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 (even if JDS
Uniphase Stock (or any such other security)
is listed or admitted to trading on such
securities exchange), the last reported
sale price of the principal trading session
on the over-the-counter market as reported
on the Nasdaq National Market or OTC
Bulletin Board on such day. If the last
reported sale price of the principal
trading session is not available pursuant
to clause (i) or (ii) of the preceding
sentence because of a Market Disruption
Event or otherwise, the Market Price for
any Trading Day shall be the mean, as
determined by the Calculation Agent, of the
bid prices for JDS Uniphase Stock (or any
such other security) obtained from as many
dealers in such stock (which may include MS
& Co. or any of the Issuer's other
subsidiaries or affiliates), but not
exceeding three, as will make such bid
prices available to the Calculation Agent.
A "security of the Nasdaq National Market"
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
("NYSE"), the American Stock Exchange,
Inc., the Nasdaq National Market, the
Chicago Mercantile Exchange, the Chicago
Board of Options Exchange and in the
over-the-counter market for equity
securities in the United States.
Acceleration Event................ If on any date the product of the Market
Price per share of JDS Uniphase Stock, as
determined by the Calculation Agent, and
the Exchange Factor is less than $4.00, the
maturity date of this Reset PERQS shall be
deemed to be accelerated to such date, and
each $ principal amount of this Reset PERQS
shall be applied by the Issuer as
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<PAGE>
payment for a number of shares of JDS
Uniphase Stock at the then current Exchange
Ratio, as adjusted by the then current
Exchange Factor. See also "Antidilution
Adjustments" below.
Calculation Agent................. Morgan Stanley & Co. Incorporated and its
successors ("MS & Co.").
Antidilution Adjustments.......... The Exchange Factor shall be adjusted by
the Calculation Agent as follows:
1. If JDS Uniphase Stock is subject to a
stock split or reverse stock split, then
once such split has become effective, the
Exchange Factor shall be adjusted to equal
the product of the prior Exchange Factor
and the number of shares issued in such
stock split or reverse stock split with
respect to one share of JDS Uniphase Stock.
2. If JDS Uniphase Stock is subject (i)
to a stock dividend (issuance of additional
shares of JDS Uniphase Stock) that is given
ratably to all holders of shares of JDS
Uniphase Stock or (ii) to a distribution of
JDS Uniphase Stock as a result of the
triggering of any provision of the
corporate charter of JDS Uniphase, then
once the dividend has become effective and
JDS Uniphase Stock is trading ex-dividend,
the Exchange Factor shall be adjusted so
that the new Exchange Factor shall equal
the prior Exchange Factor plus the product
of (i) the number of shares issued with
respect to one share of JDS Uniphase Stock
and (ii) the prior Exchange Factor.
3. There shall be no adjustments to the
Exchange Factor to reflect cash dividends
or other distributions paid with respect to
JDS Uniphase Stock other than distributions
described in clauses (i) and (v) of
paragraph 5 below and Extraordinary
Dividends as described below. A cash
dividend or other distribution with respect
to JDS Uniphase Stock shall be deemed to be
an "Extraordinary Dividend" if such
dividend or other distribution exceeds the
immediately preceding non-Extraordinary
Dividend for JDS Uniphase Stock by an
amount equal to at least 10% of the Market
Price of JDS Uniphase Stock (as adjusted
for any subsequent corporate event
requiring an adjustment hereunder, such as
a stock split or reverse
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stock split) 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 JDS
Uniphase Stock, the Exchange Factor with
respect to JDS Uniphase Stock shall be
adjusted on the ex-dividend date with
respect to such Extraordinary Dividend so
that the new Exchange Factor shall equal
the product of (i) the then current
Exchange Factor 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
JDS Uniphase Stock shall equal (i) in the
case of cash dividends or other
distributions that constitute regular
dividends, the amount per share of such
Extraordinary Dividend minus the amount per
share of the immediately preceding non-
Extraordinary Dividend for JDS Uniphase
Stock or (ii) in the case of cash dividends
or other distributions that do not
constitute regular 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 shall be determined by the
Calculation Agent, whose determination
shall be conclusive. A distribution on the
JDS Uniphase Stock described in clauses (i)
and (v) of paragraph 5 below that also
constitutes an Extraordinary Dividend shall
cause an adjustment to the Exchange Factor
pursuant only to clause (i) or clause (v)
of paragraph 5, as applicable.
4. If JDS Uniphase issues rights or
warrants to all holders of JDS Uniphase
Stock to subscribe for or purchase JDS
Uniphase Stock at an exercise price per
share less than the Market Price of the JDS
Uniphase Stock on both (i) the date the
exercise price of such rights or warrants
is determined and (ii) the expiration date
of such rights or warrants, and if the
expiration date of such rights or warrants
precedes the maturity of this Reset PERQS,
then the Exchange Factor shall be adjusted
to equal the product of the prior Exchange
Factor and a fraction, the numerator of
which shall be the number of shares of JDS
Uniphase Stock outstanding immediately
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prior to the issuance of such rights or
warrants plus the number of additional
shares of JDS Uniphase Stock offered for
subscription or purchase pursuant to such
rights or warrants and the denominator of
which shall be the number of shares of JDS
Uniphase Stock outstanding immediately
prior to the issuance of such rights or
warrants plus the number of additional
shares of JDS Uniphase Stock which the
aggregate offering price of the total
number of shares of JDS Uniphase Stock so
offered for subscription or purchase
pursuant to such rights or warrants would
purchase at the Market Price on the
expiration date of such rights or warrants,
which shall be determined by multiplying
such total number of shares offered by the
exercise price of such rights or warrants
and dividing the product so obtained by
such Market Price.
5. If (i) there occurs any
reclassification or change of JDS Uniphase
Stock, including, without limitation, as a
result of the issuance of any tracking
stock by JDS Uniphase, (ii) JDS Uniphase or
any surviving entity or subsequent
surviving entity of JDS Uniphase (an "JDS
Uniphase Successor") has been subject to a
merger, combination or consolidation and is
not the surviving entity, (iii) any
statutory exchange of securities of JDS
Uniphase or any JDS Uniphase Successor with
another corporation occurs (other than
pursuant to clause (ii) above), (iv) JDS
Uniphase is liquidated, (v) JDS Uniphase
issues to all of its shareholders equity
securities of an issuer other than JDS
Uniphase (other than in a transaction
described in clauses (ii), (iii) or (iv)
above) (a "Spin-off Event") or (vi) a
tender or exchange offer or going-private
transaction is consummated for all the
outstanding shares of JDS Uniphase Stock
(any such event in clauses (i) through (vi)
a "Reorganization Event"), the method of
determining the amount payable upon
exchange at maturity for this Reset PERQS
shall be adjusted to provide that each
holder of this Reset PERQS shall be
entitled to receive at maturity, in respect
of each $ principal amount of this Reset
PERQS, securities, cash or any other assets
distributed in any such Reorganization
Event, including, in the case of the
issuance of tracking stock, the
reclassified share of JDS Uniphase Stock
and, in the case of a Spin-off Event, the
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share of JDS Uniphase Stock with respect to
which the spun-off security was issued
(collectively, the "Exchange Property") in
an amount with a value equal to the product
of the final Exchange Ratio and the
Transaction Value. In addition, following a
Reorganization Event, the method of
determining the Maturity Price shall be
adjusted so that the Maturity Price shall
mean the Transaction Value as of the second
scheduled Trading Day immediately prior to
maturity, and if the Reorganization Event
occurs prior to the First Year
Determination Date, the First Year Closing
Price shall mean the Transaction Value
determined as of the First Year
Determination Date. Notwithstanding the
above, if the Exchange Property received in
any such Reorganization Event consists only
of cash, the maturity date of this Reset
PERQS shall be deemed to be accelerated to
the date on which such cash is distributed
to holders of JDS Uniphase Stock and the
holder of this Reset PERQS shall receive in
lieu of any JDS Uniphase Stock and as
liquidated damages in full satisfaction of
the Issuer's obligations under this Reset
PERQS the product of (i) the Transaction
Value as of such date and (ii) the then
current Exchange Ratio adjusted as if such
date were the next to occur of either the
First Year Determination Date or the second
scheduled Trading Day prior to maturity. If
Exchange Property consists of more than one
type of property, the holder of this Reset
PERQS shall receive at maturity a pro rata
share of each such type of Exchange
Property. If Exchange Property includes a
cash component, the holder of this Reset
PERQS will not receive any interest accrued
on such cash component. "Transaction Value"
at any date means (i) for any cash received
in any such Reorganization Event, the
amount of cash received per share of JDS
Uniphase Stock, as adjusted by the Exchange
Factor at the time of such Reorganization
Event, (ii) for any property other than
cash or securities received in any such
Reorganization Event, the market value, as
determined by the Calculation Agent, as of
the date of receipt, of such Exchange
Property received for each share of JDS
Uniphase Stock, as adjusted by the Exchange
Factor at the time of such Reorganization
Event and (iii) for any security received
in any such Reorganization Event, an amount
equal to the Market Price, as of the date
on which the Transaction
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Value is determined, per share of such
security multiplied by the quantity of such
security received for each share of JDS
Uniphase Stock, as adjusted by the Exchange
Factor at the time of such Reorganization
Event. In the event Exchange Property
consists of securities, those securities
will, in turn, be subject to the
antidilution adjustments set forth in
paragraphs 1 through 5.
For purposes of paragraph 5 above, in the
case of a consummated tender or exchange
offer or going-private transaction
involving Exchange Property of a particular
type, Exchange Property shall be deemed to
include the amount of cash or other
property paid by the offer or in the tender
or exchange offer with respect to such
Exchange Property (in an amount determined
on the basis of the rate of exchange in
such tender or exchange offer or a
going-private transaction). In the event of
a tender or exchange offer or going-private
transaction with respect to Exchange
Property in which an offeree may elect to
receive cash or other property, Exchange
Property shall be deemed to include the
kind and amount of cash and other property
received by offerees who elect to receive
cash.
No adjustments to the Exchange Factor shall
be required unless such adjustment would
require a change of at least 0.1% in the
Exchange Factor then in effect. The
Exchange Factor resulting from any of the
adjustments specified above will be rounded
to the nearest one hundred-thousandth with
five one-millionths being rounded upward.
No adjustments to the Exchange Factor or
method of calculating the Exchange Ratio
shall be made other than those specified
above.
Notwithstanding the foregoing, the amount
payable by the Issuer at maturity with
respect to this Reset PERQS, determined as
of the second scheduled Trading Day prior
to maturity, shall not under any
circumstances exceed an amount of JDS
Uniphase Stock having a market price of
$ as of such second scheduled Trading
Day.
The Calculation Agent shall be solely
responsible for the determination and
calculation of any adjustments to the
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Exchange Factor or method of calculating
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 above, and its determinations and
calculations with respect thereto shall be
conclusive in the absence of manifest
error.
The Calculation Agent shall provide
information as to any adjustments to the
Exchange Factor or method of calculating
the Exchange Ratio upon written request by
any holder of this Reset PERQS.
Market Disruption Event........... "Market Disruption Event" means, with
respect to JDS Uniphase Stock (and my other
security that may be included as Exchange
Property):
(i) a suspension, absence or material
limitation of trading of JDS Uniphase
Stock (or any such security) on the
primary market for JDS Uniphase Stock (or
any such security) for more than two
hours of trading or during the one-half
hour period preceding the close of the
principal trading session in such market;
or a breakdown or failure in the price
and trade reporting systems of the
primary market for JDS Uniphase Stock (or
any such security) as a result of which
the reported trading prices for JDS
Uniphase Stock (or any such security)
during the last one-half hour preceding
the closing of the principal trading
session in such market are materially
inaccurate; or the suspension or material
limitation on the primary market for
trading in options contracts related to
JDS Uniphase Stock (or any such
security), if available, during the
one-half hour period preceding the close
of the principal trading session 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 any
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 %
A-13
<PAGE>
Reset PERQS due June 28, 2002 (Mandatorily
Exchangeable for Shares of Common Stock
of The JDS Uniphase, Inc.).
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, (2) a
decision to permanently discontinue trading
in the relevant option contract shall not
constitute a Market Disruption Event, (3)
limitations pursuant to NYSE 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 JDS Uniphase Stock (or any such
security) 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
shall constitute a suspension, absence or
material limitation of trading in options
contracts related to JDS Uniphase Stock (or
any such security) and (5) a suspension,
absence or material limitation of trading
on the primary securities market on which
options contracts related to JDS Uniphase
Stock (or any such security) are traded
shall not include any time when such
securities market is itself closed for
trading under ordinary circumstances.
In case an event of default with respect to
the Reset PERQS shall have occurred and be
continuing, the amount declared due and
payable upon any acceleration of the Reset
PERQS shall be determined by the
Calculation Agent and shall be equal to the
product of (i) the Market Price of JDS
Uniphase Stock as of the date of such
acceleration and (ii) the then current
Exchange Ratio adjusted as if such date
were the second scheduled Trading Day prior
to maturity and, if such date occurs
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<PAGE>
prior to the First Year Determination Date,
the First Year Determination Date.
Treatment of Reset PERQS for
United States Federal
Income Tax Purposes............... The Issuer, by its sale of this Reset
PERQS, and the holders of this Reset PERQS
(and any successor holder of this Reset
PERQS), by its respective purchase thereof,
agree (in the absence of an administrative
determination or judicial ruling to the
contrary) to characterize this Reset PERQS
for all tax purposes as an investment unit
consisting of (i) a deposit with the Issuer
of an amount of cash, equal to the Issue
Price, to secure the holder's obligation to
purchase the JDS Uniphase Stock (the
"Deposit"), which Deposit provides for
quarterly interest payments at a rate of %
per annum, and (ii) a contract (the
"Forward Contract") that requires the
holder of this Reset PERQS to purchase, and
the Issuer to sell, for an amount equal to
$ ( the "Forward Price"), the JDS Uniphase
Stock at maturity (or, alternatively, upon
an earlier redemption of this Reset PERQS).
A-15
<PAGE>
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 amount of JDS Uniphase Stock
(or other Exchange Property), as determined in accordance with the provisions
set forth under "Exchange at Maturity" above, due with respect to the principal
sum of U.S.$ (UNITED STATES DOLLARS ) 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
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<PAGE>
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
A-17
<PAGE>
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.
A-18
<PAGE>
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
A-19
<PAGE>
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
A-20
<PAGE>
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
A-21
<PAGE>
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
A-22
<PAGE>
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
A-23
<PAGE>
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
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<PAGE>
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.
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<PAGE>
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.
-----------------------
A-26
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
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[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[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.
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<PAGE>
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
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--------------------------------------------------------------------------------
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(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.
A-28
