PROSPECTUS Dated May 5, 1999 Pricing Supplement No. 55 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-75289
Dated May 6, 1999 Dated March 23, 2000
Rule 424(b)(3)
$16,400,000
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
----------
2% Exchangeable Notes due March 30, 2007
Exchangeable for Shares of Common Stock of
Seven Financial Institutions
----------
Beginning April 30, 2000, you will be able to exchange your notes for a basket
of shares of the common stock of seven financial institutions, which we refer
to as the basket stocks, subject to our right to call all of the notes on or
after March 28, 2002.
o The principal amount and issue price of each note is $1,000.
o We will pay interest at the rate of 2% per year on the $1,000
principal amount of each note. Interest will be paid semi-annually on
each March 30 and September 30, beginning September 30, 2000.
o The basket consists of a fixed number of shares of each basket stock,
which we refer to as the exchange ratio. The exchange ratio for each
basket stock is calculated so that the value of that basket stock is
an equally-weighted proportion of the initial basket value at the time
we priced the notes on March 23, 2000. The exchange ratio of any
basket stock will remain constant for the term of the notes unless
adjusted for certain corporate events. The initial basket value is
$863.93, based on the market prices of the basket stocks at the time
we priced the notes on March 23, 2000.
o Beginning April 30, 2000, you will have the right to exchange each
note for the number of shares of each of the basket stocks as provided
by the exchange ratio for that basket stock. If you exchange, we will
have the right to deliver to you either the actual shares of the
basket stocks or the cash value of such shares. You will not be
entitled to any accrued but unpaid interest.
o Beginning March 28, 2002, we have the right to call all of the notes
and pay to you the call price of $1,000. However, if the sum of the
products of the market price of each basket stock and its exchange
ratio on the last trading day before we send our call notice is equal
to or greater than the call price, we will deliver to you shares of
each basket stock equal to its exchange ratio per note instead.
o If we decide to call the notes, we will give you notice at least 30
but not more than 60 days before the call date specified in the
notice. If we notify you that we will be delivering the basket stocks
on the call date, rather than the call price in cash, you will still
be able to exercise your exchange right on any day to and including
the fourth scheduled trading day immediately preceding the call date.
o If you hold the notes to maturity, we will pay $1,000 per note to you.
o The issuers of the basket stocks are not involved in this offering of
the notes in any way and will have no financial obligation with
respect to the notes.
o We will apply to list the notes on the American Stock Exchange LLC,
subject to meeting its listing requirements.
You should read the more detailed description of the notes in this pricing
supplement. In particular, you should review and understand the descriptions
in "Summary of Pricing Supplement" and "Description of Notes."
The notes involve risks not associated with an investment in conventional debt
securities. See "Risk Factors" beginning on PS-6.
-------------------------------
PRICE 100% AND ACCRUED INTEREST
-------------------------------
Price to Public Agent's Commissions Proceeds to Company
--------------- ------------------- -------------------
Per Note..... 100% 0.25% 99.75%
Total........ $16,400,000 $41,000 $16,359,000
MORGAN STANLEY DEAN WITTER
<PAGE>
(This page intentionally left blank)
PS-2
<PAGE>
SUMMARY OF PRICING SUPPLEMENT
The following summary describes the notes we are offering to you in general
terms only. You should read the summary together with the more detailed
information that is contained in the rest of this pricing supplement and in the
accompanying prospectus and prospectus supplement. You should carefully
consider, among other things, the matters set forth in "Risk Factors."
The Notes
Each note costs $1,000 We, Morgan Stanley Dean Witter & Co., are offering
you 2% Exchangeable Notes due March 30, 2007,
which you may exchange for a basket of shares of
common stock of seven financial institutions
beginning on April 30, 2000. We refer to the
shares of common stock of the seven financial
institutions as the basket stocks. The principal
amount and issue price of each note is $1,000. If
you hold the notes to maturity, which is March 30,
2007, we will pay $1,000 per note to you.
2% interest on the We will pay interest on the notes, at the rate of
principal amount 2% of the principal amount per year, semi-annually
on each March 30 and September 30, beginning
September 30, 2000.
Your Exchange Right
The initial basket Beginning April 30, 2000, you may exchange each
value is $863.93 note for a number of shares of each basket stock
equal to its exchange ratio. The exchange ratio
for each basket stock is calculated so that the
value of that basket stock is an equally-weighted
proportion of the initial basket value at the time
we priced the notes on March 23, 2000. The
exchange ratio with respect to each basket stock
will remain constant for the term of the notes
unless adjusted for certain corporate events
relating to the issuer of that basket stock. The
initial basket value is $863.93, based on the
market prices of the basket stocks at the time we
priced the notes on March 23, 2000.
When you exchange your notes, Morgan Stanley & Co.
Incorporated or its successors, which we refer to
as MS & Co., acting as calculation agent, will
determine the exact number of shares of each of
the basket stocks you will receive based on the
principal amount of the notes you exchange and the
exchange ratio of each basket stock as it may have
been adjusted through the exchange date.
To exchange a note on any day, you must instruct
your broker or other person with whom you hold
your notes to take the following steps through
normal clearing system channels:
o fill out an Official Notice of Exchange, which
is attached as Annex A to this pricing
supplement;
o deliver your Official Notice of Exchange to us
before 11:00 a.m. (New York City time) on that
day; and
o deliver your note certificate to The Chase
Manhattan Bank, as trustee for our senior
notes, on that day.
PS-3
<PAGE>
If you give us your Official Notice of Exchange
after 11:00 a.m. (New York City time) on any day
or at any time on a day when the stock markets are
closed, your notice will not become effective
until the next day that the stock markets are
open.
We can choose to pay to We will pay to you, at our option, within 3
you cash or shares business days after you give us your Official
if you elect to exchange Notice of Exchange, either:
your notes
o shares of the basket stocks, or
o the cash value of such shares.
We will not pay any accrued but unpaid interest if
you elect to exchange your notes.
Our right to call the notes may affect your
ability to exchange your notes.
Our Call Right Beginning March 28, 2002, we have the right to
call all of the notes. If we call the notes, we
will do the following:
o send a notice announcing that we have decided
to call the notes;
o specify in the notice a call date when you
will receive payment in exchange for
delivering your notes to the trustee; that
call date will not be less than 30
or more than 60 days after the date of the
notice; and
o specify in the notice the number of shares of
each basket stock or the call price in cash
that we will pay to you in exchange for each
note, as explained in the next paragraph.
We may call the notes On the last trading day before the date of our
for stock or cash, call notice, the calculation agent will determine
depending on the price the aggregate value of the shares of the basket
of the basket stocks stocks that a noteholder would receive upon
exchange of a note. The sum of those values is
referred to as the basket value. If the basket
value is less than the call price of $1,000, then
we will pay the call price to you in cash. If we
notify you that we will give you cash on the call
date, you will no longer be able to exercise your
exchange right.
If, however, the basket value as so determined is
equal to or greater than the call price, then we
will deliver the shares of the basket stocks
instead on the call date. In that case, you will
still have the right to exercise your exchange
right on any day to and including the fourth
scheduled trading day immediately preceding the
call date.
PS-4
<PAGE>
Basket Stocks The following table sets forth the basket stocks,
the ticker symbol of each basket stock on the New
York Stock Exchange, Inc., the proportion of the
initial basket value represented by each basket
stock, the initial market price of each basket
stock at the time we priced the notes on March 23,
2000, the exchange ratio of each basket stock and
the initial value of the aggregate shares of each
basket stock contained in the basket at that time:
Proportion
Represented Initial
in Initial Stock Exchange Initial
Issuer of Basket Stock Ticker Basket Value Price Ratio Value
- ---------------------- ------ ------------ ----- ----- -----
Chase Manhattan Corp. CMB 1/7th $97.4375 1.26664 $123.4182
Fleet Boston Corp. FBF 1/7th $36.8213 3.35183 $123.4187
Fifth Third Bancorp FITB 1/7th $63.2491 1.95131 $123.4186
Firstar Corporation FSR 1/7th $23.1830 5.32367 $123.4186
Wachovia Corp. WB 1/7th $65.5809 1.88193 $123.4187
Comerica Inc. CMA 1/7th $43.9818 2.80613 $123.4186
Wells Fargo & Company WFC 1/7th $41.3941 2.98155 $123.4186
The exchange ratio of each basket stock indicates
the number of shares of such basket stock, given
the market price of the basket stock, required to
be included in the calculation of the initial
basket value so that each basket stock represents
an equally-weighted proportion of the initial
basket value. The exchange ratios will remain
constant for the term of the notes unless adjusted
for certain corporate events. See "Adjustments to
the Exchange Ratios and the Basket."
The Calculation Agent We have appointed MS & Co. to act as calculation
agent for The Chase Manhattan Bank, the trustee
for our senior notes. As calculation agent, MS &
Co. will determine the exchange ratio and
calculate the number of shares of basket stocks or
cash that you receive if you exercise your
exchange right or if we call the notes. As
calculation agent, MS & Co. will also adjust the
exchange ratio for certain corporate events that
could affect the price of the basket stocks and
that we describe in the section called
"Description of Notes--Adjustments to the Exchange
Ratios and the Basket" in this pricing supplement.
No Affiliation with The issuers of the basket stocks are not
the Issuers of the affiliates of ours and are not involved with this
Basket Stocks offering in any way. The notes are obligations of
Morgan Stanley Dean Witter & Co. and not of the
issuers of the basket stocks.
More Information The notes are senior notes issued as part of our
on the Notes Series C medium-term note program. You can find a
general description of our Series C medium-term
note program in the accompanying prospectus
supplement dated May 6, 1999. We describe the
basic features of this type of note in the
sections called "Description of Notes--Fixed Rate
Notes" and "--Exchangeable Notes."
Because this is a summary, it does not contain all
of the information that may be important to you,
including the specific requirements for the
exercise of your exchange right and of our call
right. You should read the "Description of Notes"
section in this pricing supplement for a detailed
description of the terms of the notes. You should
also read about some of the risks involved in
investing in the notes in the section called "Risk
Factors." We urge you to consult with your
investment, legal, accounting and other advisors
with regards to any investment in the notes.
How to reach us You may contact us at our principal executive
offices at 1585 Broadway, New York, New York 10036
(telephone number (212) 761-4000).
PS-5
<PAGE>
RISK FACTORS
The notes are not secured debt and are riskier than ordinary
debt securities. This section describes the most significant risks relating
to the notes. You should carefully consider whether the notes are suited to
your particular circumstances before you decide to purchase them.
Yield to Maturity Less Than These notes pay interest at the rate of 2% of the
Interest on Ordinary Notes principal amount per year. This interest rate is
lower than the interest rate that we would pay on
non-exchangeable senior notes maturing at the same
time as the notes. If you exchange your notes for
the basket stocks, you will not receive any
accrued but unpaid interest.
Notes May Not Be There may be little or no secondary market for the
Actively Traded notes. Although we will apply to list the notes on
the American Stock Exchange LLC, the listing has
not been approved. Even if there is a secondary
market, it may not provide enough liquidity to
allow you to trade or sell the notes easily. MS &
Co. currently intends to act as a market maker for
the notes, but is not required to do so.
Market Price of Notes Several factors, many of which are beyond our
Influenced by Many control, will influence the value of the notes,
Unpredictable Factors including:
o the market price of each of the basket stocks
o the volatility (frequency and magnitude of
changes in price) of each of the basket stocks
o the dividend rate on each of the basket stocks
o economic, financial, political and regulatory
or judicial events that affect stock markets
generally and which may affect the market
price of any one of the basket stocks or of
the basket as a whole
o interest and yield rates in the market
o the time remaining until (1) you can exchange
your notes for stock, (2) we can call the
notes and (3) the notes mature
o our creditworthiness
Some of these factors will influence the price
that you will receive if you sell your notes prior
to maturity. For example, you may have to sell
your notes at a substantial discount from the
issue price if the market price of the basket is
at, below or not sufficiently above the price of
the basket at pricing or if market interest rates
rise.
You cannot predict the future performance of any
of the basket stocks or of the basket as a whole
based on their historical performance.
PS-6
<PAGE>
No Affiliation with We are not affiliated with any of the issuers of
the Issuers of the Basket the basket stocks. We or our subsidiaries may
Stocks presently or from time to time engage in business
with one or more of the issuers of the basket
stocks, including extending loans to, entering
into loans with, or making equity investments in,
one or more of the issuers of the basket stocks or
their affiliates or subsidiaries or providing
underwriting or investment advisory services to
one or more of the issuers of the basket stocks,
including merger and acquisition advisory
services. In the course of our business, we or our
affiliates may acquire non-public information
about one or more of the issuers of the basket
stocks. Moreover, we have no ability to control or
predict the actions of the issuers of the basket
stocks, including any corporate actions of the
type that would require the calculation agent to
adjust the exchange ratio. We or our affiliates
from time to time have published and in the future
may publish research reports with respect to the
basket stocks. The basket was compiled
independently of any research recommendations and
may not be consistent with such recommendations.
The issuers of the basket stocks are not involved
in the offering of the notes in any way and have
no obligation to consider your interest as an
owner of these notes in taking any corporate
actions that might affect the value of your notes.
None of the money you pay for the notes will go to
the issuers of the basket stocks.
You Have No As an owner of notes, you will not have voting
Shareholder Rights rights or the right to receive dividends or other
distributions or any other rights with respect to
the basket stocks.
Limited Adjustments MS & Co., as calculation agent, will adjust any of
the exchange ratios for certain events affecting
the basket stocks, such as stock splits and stock
dividends, and certain other corporate actions
involving the issuers of the basket stocks, such
as mergers. However, the calculation agent is not
required to make an adjustment for every corporate
event that can affect the basket stocks. For
example, the calculation agent is not required to
make any adjustments if the issuers of the basket
stocks or anyone else makes a partial tender offer
or a partial exchange offer for any basket stock.
If an event occurs that does not require the
calculation agent to adjust the exchange rate, the
market price of the notes may be materially and
adversely affected. In addition, the calculation
agent may, but is not required to, make
adjustments for corporate events that can affect
the basket stocks other than those contemplated in
this pricing supplement. Such adjustments will be
made to reflect the consequences of those
corporate events but not with the aim of changing
relative investment risk. The determination by the
calculation agent to adjust, or not to adjust, the
exchange ratios may materially and adversely
affect the market price of the notes.
Potential Conflicts of As calculation agent, MS & Co. will calculate the
Interest between You basket value, how many shares of the basket stocks
and the Calculation you will receive in exchange for your notes and
Agent and Other what adjustments should be made to the exchange
Affiliates of Ours ratios to reflect certain corporate and other
events. MS & Co. and other affiliates may carry
out hedging activities related to the notes or to
other instruments, including trading in the basket
stocks as well as in other instruments related to
the basket stocks. MS & Co. and some of our
subsidiaries also trade the basket stocks on a
regular basis as part of their general
broker-dealer businesses. We or our subsidiaries
may issue other securities linked to the basket
stocks. Any of these activities and MS & Co.'s
affiliation with us could influence MS & Co.'s
determinations as calculation agent, including
with respect to adjustments to the exchange
ratios, and, accordingly, the amount of stock or
cash that you receive when you exchange the notes
or when we call the notes. In addition, such
trading activity could potentially affect the
price of the basket stocks and, thereby, the value
of the basket stocks or cash you will receive upon
exchange or redemption.
PS-7
<PAGE>
Tax Treatment You should also consider the tax consequences of
investing in the notes. If you are a U.S. taxable
investor, you will be subject to annual income tax
based on the comparable yield of the notes, which
will be higher than the 2% interest rate you will
receive on the notes. In addition, any gain
recognized by U.S. taxable investors on the sale,
exchange or retirement of the notes will be
treated as ordinary income. Please read carefully
the section "Description of Notes--United States
Federal Taxation" in this pricing supplement and
the section "United States Federal
Taxation--Notes--Optionally Exchangeable Notes" in
the accompanying prospectus supplement.
PS-8
<PAGE>
DESCRIPTION OF NOTES
Terms not defined herein have the meanings given to such terms
in the accompanying prospectus supplement. The term "Note" refers to each
$1,000 principal amount of our 2% Exchangeable Notes due March 30, 2007
(Exchangeable for Shares of Common Stock of Seven Financial Institutions). In
this pricing supplement, the terms "MSDW," "we," "us" and "our" refer to
Morgan Stanley Dean Witter & Co.
Principal Amount........... $16,400,000
Maturity Date.............. March 30, 2007
Specified Currency......... U.S. Dollars
Issue Price................ 100%
Interest Rate.............. 2% per annum
Interest Payment Dates..... March 30 and September 30, beginning
September 30, 2000
Original Issue Date
(Settlement Date) ....... March 28, 2000
CUSIP...................... 617446DT3
Minimum Denominations...... $1,000
Initial Basket Value....... $863.93. Based on the market prices of the Basket
Stocks at the time we priced the notes on March
23, 2000, the Exchange Ratios have been initially
set so that the Basket Value on such date equals
the Initial Basket Value.
Basket Value..................The Basket Value, for any date, will equal the sum
of the products of the Market Prices and the
applicable Exchange Ratios for each Basket Stock,
each determined as of such date by the Calculation
Agent.
Basket .......................The basket is a weighted portfolio of the seven
Basket Stocks. See "Basket Stocks" below.
Basket Stocks.................The following table sets forth the Basket Stocks,
the ticker symbol of the Basket Stocks on the New
York Stock Exchange, Inc., the proportion of the
Initial Basket Value represented by each Basket
Stock, the initial Market Price of each Basket
Stock at the time we priced the notes on March 23,
2000, the Exchange Ratio of each Basket Stock and
the initial value of the aggregate shares of each
Basket Stock contained in the Basket at that time:
<TABLE>
<CAPTION>
Proportion
Represented Initial
in Initial Stock Exchange Initial
Issuer of Basket Stock Ticker Basket Value Price Ratio Value
- ---------------------- ------ ------------ ----- ----- -----
<S> <C> <C> <C> <C> <C>
Chase Manhattan Corp. CMB 1/7th $97.4375 1.26664 $123.4182
Fleet Boston Corp. FBF 1/7th $36.8213 3.35183 $123.4187
Fifth Third Bancorp FITB 1/7th $63.2491 1.95131 $123.4186
Firstar Corporation FSR 1/7th $23.1830 5.32367 $123.4186
Wachovia Corp. WB 1/7th $65.5809 1.88193 $123.4187
Comerica Inc. CMA 1/7th $43.9818 2.80613 $123.4186
Wells Fargo & Company WFC 1/7th $41.3941 2.98155 $123.4186
</TABLE>
PS-9
<PAGE>
The Exchange Ratio of each Basket Stock indicates
the number of shares of such Basket Stock, given
the Market Price of such Basket Stock, required to
be included in the calculation of the Initial
Basket Value so that each Basket Stock represents
an equally-weighted proportion of the Initial
Basket Value. The respective Exchange Ratios will
remain constant for the term of the Notes unless
adjusted for certain corporate events. See
"Adjustments to the Exchange Ratios and the
Basket."
Exchange Right................On any Exchange Date, you will be entitled upon
(i) your completion and delivery to us and the
Calculation Agent of an Official Notice of
Exchange (in the form of Annex A attached hereto)
prior to 11:00 a.m. New York City time on such
date and (ii) delivery on such date of your Notes
to the Trustee, to exchange each Note for a number
of shares of each Basket Stock equal to the
Exchange Ratio for such Basket Stock, subject to
adjustment as described under "-- Adjustments to
the Exchange Ratios and the Basket" below. You
will not, however, be entitled to exchange your
Notes if we have previously called the Notes for
the Call Price in cash as described under
"--Company Call Right" below.
If you give us your Official Notice of Exchange
after 11:00 a.m. New York City time on any day or
at any time on a day when the stock markets are
closed, your notice will not become effective
until the next succeeding Trading Day. If such
next succeeding Trading Day is not an Exchange
Date, you will not be able to exercise your
Exchange Right with respect to your Notes.
Upon any such exchange, we may, at our sole
option, either deliver such Basket Stocks or pay
an amount in cash equal to the Basket Value on the
Exchange Date, as determined by the Calculation
Agent, in lieu of such shares. Such delivery or
payment will be made 3 Business Days after any
Exchange Date, subject to delivery of such Notes
to the Trustee on the Exchange Date.
Upon any exercise of the Exchange Right, you will
not be entitled to receive any cash payment
representing any accrued but unpaid interest on
the Notes. If you exchange your Notes after a
record date for the payment of interest and prior
to the next succeeding Interest Payment Date, the
Notes that you exchange must be accompanied by
funds equal to the interest Payment Date on the
principal amount that you exchange.
We will, or will cause the Calculation Agent to,
deliver such Basket Stocks or cash to the Trustee
for delivery to you.
No Fractional Shares .........If upon any exchange of the Notes we deliver the
Basket Stocks, we will pay cash in lieu of
delivering fractional shares of any Basket Stock
in an amount equal to the corresponding fractional
Market Price of such Basket Stock as determined by
the Calculation Agent on such Exchange Date.
PS-10
<PAGE>
Exchange Ratio ...............The Exchange Ratios set forth under "Basket
Stocks" above are subject to adjustment for
certain corporate events. See "Adjustments
to the Exchange Ratios and Basket" below.
Exchange Date.................Any Trading Day that falls during the period
beginning April 30, 2000 and ending on the
earliest of (i) the last scheduled Trading Day
prior to the Maturity Date, (ii) the fourth
scheduled Trading Day immediately preceding
the Call Date and (iii) in the event of a
call for the Call Price in cash as described
under "--Company Call Right" below, the last
scheduled Trading Day prior to the Company
Notice Date.
Company Call Right ...........On or after March 28, 2002, we may call the Notes,
in whole but not in part, for mandatory exchange
into the Basket Stocks at the applicable Exchange
Ratios provided that, if the Basket Value on the
Trading Day immediately preceding the Company
Notice Date, as determined by the Calculation
Agent, is less than the Call Price, we will (under
those circumstances only) pay the Call Price in
cash on the Call Date. If we call the Notes for
mandatory exchange, then, unless you subsequently
exercise the Exchange Right (the exercise of which
will not be available to you following a call for
cash in an amount equal to the Call Price), the
Basket Stocks or (in the event of a call for cash,
as described above) cash to be delivered to you
will be delivered on the Call Date fixed by us and
set forth in our notice of mandatory exchange,
upon delivery of your Notes to the Trustee. We
will, or will cause the Calculation Agent to,
deliver such Basket Stocks or cash to the Trustee
for delivery to you. You will not be entitled to
any accrued but unpaid interest on the Notes.
On or after the Company Notice Date (other than
with respect to a call of the Notes for the Call
Price in cash by us) to and including the fourth
scheduled Trading Day immediately preceding the
Call Date you will continue to be entitled to
exercise the Exchange Right and receive any
amounts described under "--Exchange Right" above.
Company Notice Date...........The scheduled Trading Day on which we issue our
notice of mandatory exchange, which must be at
least 30 but no more than 60 days prior to the
Call Date.
Call Date.....................The scheduled Trading Day on or after March 28,
2002 specified by us in our notice of mandatory
exchange on which we will deliver the Basket
Stocks or cash to holders of the Notes for
mandatory exchange.
Call Price....................$1,000 per Note
Market Price..................If a Basket 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 such Basket Stock (or 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
PS-11
<PAGE>
the Securities Exchange Act of 1934, as modified
(the "Exchange Act"), on which such Basket 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 such Basket Stock (or other such security) is
listed or admitted to trading on such securities
exchanges), 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 such Basket Stock (or any such other
security) obtained from as many dealers in such
security (which may include MS & Co. or any of our
other subsidiaries or affiliates), but not
exceeding three, as will make such bid prices
available to the Calculation Agent. A "security of
the Nasdaq 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, Inc. ("NYSE"), the American
Stock Exchange LLC, 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
and on which a Market Disruption Event has not
occurred.
Book Entry Note or
Certificated Note ............Book Entry, DTC
Senior Note or
Subordinated Note ............Senior
Trustee.......................The Chase Manhattan Bank
Agent for this Underwritten
Offering of Notes.............MS & Co.
Calculation Agent.............MS & Co.
All determinations made by the Calculation Agent
will be at the sole discretion of the Calculation
Agent and will, in the absence of manifest error,
be conclusive for all purposes and binding on you
and on us.
Because the Calculation Agent is our affiliate,
potential conflicts of interest may exist between
the Calculation Agent and you as an owner of the
Notes, including with respect to certain
determinations and judgments that the Calculation
Agent must make in making adjustments to the
Exchange Ratios or other adjustments or
determining the Market Price or whether a Market
Disruption Event has occurred. See "Adjustments to
the Exchange Ratios and the Basket" and "Market
Disruption Event" below. MS & Co. is obligated to
carry out its duties and functions as Calculation
Agent in good faith and using its reasonable
judgment.
PS-12
<PAGE>
Adjustments to the Exchange
Ratiosand the Basket..........The Exchange Ratio with respect to any Basket
Stock and the Basket will be adjusted as follows:
1. If a Basket Stock is subject to a stock split
or reverse stock split, then once such split has
become effective, the Exchange Ratio of such
Basket Stock will be adjusted to equal the product
of the prior Exchange Ratio and the number of
shares issued in such stock split or reverse stock
split with respect to one share of such Basket
Stock.
2. If a Basket Stock is subject (i) to a stock
dividend (issuance of additional shares of such
Basket Stock) that is given ratably to all holders
of shares of such Basket Stock or (ii) to a
distribution of such Basket Stock as a result of
the triggering of any provision of the corporate
charter of the issuer of the Basket Stock, then
once the dividend has become effective and such
Basket Stock is trading ex- dividend, the Exchange
Ratio of such Basket Stock will be adjusted so
that the new Exchange Ratio shall equal the prior
Exchange Ratio plus the product of (i) the number
of shares issued with respect to one share of such
Basket Stock and (ii) the prior Exchange Ratio of
such Basket Stock.
3. There will be no adjustments to any Exchange
Ratio to reflect cash dividends or other
distributions paid with respect to a Basket Stock
other than distributions described in paragraph 6
below and Extraordinary Dividends as described
below. A cash dividend or other distribution with
respect to a Basket Stock will be deemed to be an
"Extraordinary Dividend" if such dividend or other
distribution exceeds the immediately preceding
non-Extraordinary Dividend for such Basket Stock
(as adjusted for any subsequent corporate event
requiring an adjustment hereunder, such as a stock
split or reverse stock split) by an amount equal
to at least 10% of the Market Price of such Basket
Stock on the Trading Day preceding the ex-dividend
date for the payment of such Extraordinary
Dividend (the "ex- dividend date"). If an
Extraordinary Dividend occurs with respect to a
Basket Stock, the Exchange Ratio with respect to
such Basket Stock will be adjusted on the
ex-dividend date with respect to such
Extraordinary Dividend so that the new Exchange
Ratio will equal the product of (i) the then
current Exchange Ratio and (ii) a fraction, the
numerator of which is the Market Price on the
Trading Day preceding the ex-dividend date, and
the denominator of which is the amount by which
the Market Price on the Trading Day preceding the
ex-dividend date exceeds the Extraordinary
Dividend Amount. The "Extraordinary Dividend
Amount" with respect to an Extraordinary Dividend
for a Basket Stock will equal (i) in the case of
cash dividends or other distributions that
constitute quarterly dividends, the amount per
share of such Extraordinary Dividend minus the
amount per share of the immediately preceding
non-Extraordinary Dividend for such Basket Stock
or (ii) in the case of cash dividends or other
distributions that do not constitute quarterly
dividends, the amount per share of such
Extraordinary Dividend. To the extent an
Extraordinary Dividend is not paid in cash, the
value of the non-cash component will be determined
by the Calculation Agent, whose determination
shall be conclusive. A distribution on a Basket
Stock described in paragraph 6 below that also
constitutes an Extraordinary
PS-13
<PAGE>
Dividend shall only cause an adjustment to the
Exchange Ratio for such Basket Stock pursuant to
paragraph 6.
4. If the issuer of a Basket Stock is being
liquidated or is subject to a proceeding under any
applicable bankruptcy, insolvency or other similar
law, the Notes will continue to be exchangeable
into such Basket Stock so long as a Market Price
for such Basket Stock is available. If a Market
Price is no longer available for such Basket Stock
for whatever reason, including the liquidation of
the issuer of such Basket Stock or the subjection
of the issuer of such Basket Stock to a proceeding
under any applicable bankruptcy, insolvency or
other similar law, then the value of such Basket
Stock will equal zero for so long as no Market
Price is available.
5. If there occurs any reclassification or change
of a Basket Stock, including, without limitation,
as a result of the issuance of tracking stock by
the issuer of such Basket Stock, or if the issuer
of such Basket Stock has been subject to a merger,
combination or consolidation and is not the
surviving entity, or if there occurs a sale or
conveyance to another corporation of the property
and assets of the issuer of such Basket Stock as
an entirety or substantially as an entirety, in
each case as a result of which the holders of such
Basket Stock shall be entitled to receive stock,
other securities or other property or assets
(including, without limitation, cash or other
classes of stock of the issuer of such Basket
Stock) ("Exchange Property") with respect to or in
exchange for such Basket Stock, then, with respect
to such Basket Stock, the holders of the Notes
then outstanding will be entitled thereafter to
exchange such Notes into the kind and amount of
Exchange Property that they would have owned or
been entitled to receive upon such
reclassification, change, merger, combination,
consolidation, sale or conveyance had such holders
exchanged such Notes at the then current Exchange
Ratio for such Basket Stock immediately prior to
any such corporate event, but without interest
thereon.
6. If the issuer of a Basket Stock issues to all
of its shareholders equity securities of an issuer
other than the issuer of such Basket Stock (other
than in a transaction described in paragraph 5
above), then the holders of the Notes then
outstanding will be entitled to receive such new
equity securities upon exchange of such Notes. The
Exchange Ratio for such new equity securities will
equal the product of the Exchange Ratio in effect
for such Basket Stock at the time of the issuance
of such new equity securities times the number of
shares of the new equity securities issued with
respect to one share of such Basket Stock.
7. No adjustments to any Exchange Ratio will be
required other than those specified above.
However, we may, at our sole discretion, cause the
Calculation Agent to make additional changes to
any Exchange Ratio upon the occurrence of
corporate or other similar events that affect or
could potentially affect market prices of, or
shareholders' rights in, a Basket Stock (or other
Exchange Property) but only to reflect such
changes, and not with the aim of changing relative
investment risk.
PS-14
<PAGE>
No adjustments to any Exchange Ratio will be
required unless such adjustment would require a
change of at least 0.1% in the Exchange Ratio then
in effect. The Exchange Ratio resulting from any
of the adjustments specified above will be rounded
to the nearest one hundred-thousandth with five
one-millionths being rounded upward.
The Calculation Agent shall be solely responsible
for the determination and calculation of any
adjustments to the Exchange Ratios and of any
related determinations and calculations with
respect to any distributions of stock, other
securities or other property or assets (including
cash) in connection with any corporate event
described in paragraph 5 or 6 above, and its
determinations and calculations with respect
thereto shall be conclusive in the absence of
manifest error.
The Calculation Agent will provide information as
to any adjustments to any Exchange Ratio upon
written request by any holder of the Notes.
Market Disruption Event......."Market Disruption Event" means, with respect to
any Basket Stock, the occurrence or existence of
any of the following events as determined by the
Calculation Agent:
(i) a suspension, absence or material
limitation of trading of such Basket Stock
on the primary market for such Basket Stock
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 such Basket Stock
as a result of which the reported trading
prices for such Basket Stock during the
last one-half hour preceding the closing
of the principal trading session in such
market are materially inaccurate; or the
suspension, absence or material limitation
on the primary market for trading in
options contracts related to such Basket
Stock, if available, during the one-half
hour period preceding the close of the
principal trading session in the
applicable market; 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
MSDW or any of its affiliates to unwind
all or a material portion of the hedge
with respect to the Notes.
For purposes of determining whether a Market
Disruption Event has occurred: (1) a limitation on
the hours or number of days of trading will not
constitute a Market Disruption Event if it results
from an announced change in the regular business
hours of the relevant exchange, (2) a decision to
permanently discontinue trading in the relevant
option contract will not constitute a Market
Disruption Event, (3) limitations pursuant to 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
PS-15
<PAGE>
constitute a suspension, absence or material
limitation of trading, (4) a suspension of trading
in an options contract on any Basket Stock by the
primary securities market trading in such options,
if available, by reason of (x) a price change
exceeding limits set by such securities exchange
or market, (y) an imbalance of orders relating to
such contracts or (z) a disparity in bid and ask
quotes relating to such contracts will constitute
a suspension, absence or material limitation of
trading in options contracts related to such
Basket Stock and (5) a suspension, absence or
material limitation of trading on the primary
securities market on which options contracts
related to any Basket Stock are traded will not
include any time when such securities market is
itself closed for trading under ordinary
circumstances.
Alternate Exchange
Calculation in case of
an Event of Default ..........In case an Event of Default with respect to the
Notes shall have occurred and be continuing, the
amount declared due and payable upon any
acceleration of any Note shall be determined by MS
& Co., as Calculation Agent, and shall be equal to
the principal amount of the Note plus any accrued
and unpaid interest at the Interest Rate to but
not including the date of acceleration; provided
that if (x) the holder of a Note has submitted an
Official Notice of Exchange to us in accordance
with the Exchange Right or (y) we have called the
Notes, other than a call for the Call Price in
cash, in accordance with the Company Call Right,
the amount declared due and payable upon any such
acceleration shall be an amount in cash for each
$1,000 principal amount of a Note equal to the
Basket Value, determined by the Calculation Agent
as of the Exchange Date or as of the date of
acceleration, respectively, and shall not include
any accrued and unpaid interest thereon; provided
further that if we have called the Notes for cash
in an amount equal to the Call Price, in
accordance with the Company Call Right, the amount
declared due and payable upon any such
acceleration shall be an amount in cash for each
$1,000 principal amount of a Note equal to the
Call Price. See "--Call Price" above.
Basket Stocks;
Public Information............Each of the seven issuers of Basket Stocks is
registered under the Exchange Act. Companies with
securities registered under the Exchange Act are
required to file periodically certain financial
and other information specified by the Securities
and Exchange Commission (the "Commission").
Information provided to or filed with the
Commission can be inspected and copied at the
public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at its Regional Offices
located at Suite 1400, Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661 and at
Seven World Trade Center, 13th Floor, New York,
New York 10048, and copies of such material can be
obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. In addition,
information provided to or filed with the
Commission electronically can be accessed through
a website maintained by the Commission. The
address of the Commission's website is
http://www.sec.gov. Information provided to or
filed with the Commission by each of the issuers
pursuant to the Exchange Act can be located by
reference to its respective Commission file
number. In
PS-16
<PAGE>
addition, information regarding the issuers of the
Basket Stocks may be obtained from other sources
including, but not limited to, press releases,
newspaper articles and other publicly disseminated
documents. We make no representation or warranty
as to the accuracy or completeness of such
information.
The Chase Manhattan Corporation is a bank holding
company organized under the laws of the State of
Delaware and registered under the Bank Holding
Company Act (the "BHCA") of 1956, and its
Commission file number is 1-5805.
Fleet Boston Corporation is a diversified
financial services company organized under the
laws of the State of Rhode Island, and its
Commission file number is 1-6366.
Fifth Third Bancorp is an Ohio corporation
organized as a bank holding company registered
under the BHCA, and subject to regulation by the
Federal Reserve Board, and its Commission file
number is 0-8076.
Firstar Corporation is a regional, multi-state
bank holding company headquartered in Milwaukee,
Wisconsin, and its Commission file number is
1-2981.
Wachovia Corporation is an interstate bank holding
company providing financial services to consumers
and corporations, and its Commission file number
is 1-9021.
Comerica Incorporated is a registered bank holding
company incorporated under the laws of the State
of Delaware, headquartered in Detroit, Michigan,
and its Commission file number is 1-10706.
Wells Fargo & Company is a diversified financial
services company organized under the laws of
Delaware and registered under the BHCA, and its
Commission file number is 001-2979.
This pricing supplement relates only to the Notes
offered hereby and does not relate to the Basket
Stocks or other securities of the issuers of the
Basket Stocks. We have derived all disclosures
contained in this pricing supplement regarding the
issuers of the Basket Stocks from the publicly
available documents described above. Neither we
nor the Agent has participated in the preparation
of such documents or made any due diligence
inquiry with respect to the issuers of the Basket
Stocks in connection with the offering of the
Notes. Neither we nor the Agent makes any
representation that such publicly available
documents are or any other publicly available
information regarding the issuers of the Basket
Stocks is accurate or complete. Furthermore, we
cannot give any assurance that all events
occurring prior to the date hereof (including
events that would affect the accuracy or
completeness of the publicly available documents
described above) that would affect the trading
price of the Basket Stocks (and therefore the
Initial Basket Value and the Exchange Ratios) have
been publicly disclosed. Subsequent disclosure of
any such events or the
PS-17
<PAGE>
disclosure of or failure to disclose material
future events concerning the issuers of the Basket
Stocks could affect the value received on any
Exchange Date or Call Date with respect to the
Notes and therefore the trading prices of the
Notes.
Neither we nor any of our affiliates makes any
representation to you as to the performance of any
of the Basket Stocks or the Basket as a whole.
We and/or our subsidiaries may presently or from
time to time engage in business with the issuers
of the Basket Stocks, including extending loans
to, entering into loans with, or making equity
investments in, the issuers of the Basket Stocks
or providing advisory services to the issuers of
the Basket Stocks, including merger and
acquisition advisory services. In the course of
such business, we and/or our subsidiaries may
acquire non-public information with respect to the
issuers of the Basket Stocks. The statement in the
preceding sentence is not intended to affect the
rights of the holders of the Notes under the
securities laws. In addition, one or more of our
affiliates may publish research reports with
respect to the issuers of the Basket Stocks. The
Basket was compiled independently of any research
recommendations and may not be consistent with
such recommendations. As a prospective purchaser
of a Note, you should undertake such independent
investigation of the issuers of the Basket Stocks
as in your judgment is appropriate to make an
informed decision with respect to an investment in
the Basket Stocks.
Historical Information........The following table sets forth the published high
and low Market Price during 1997, 1998, 1999 and
during 2000 through March 22, 2000. The market
price of each Basket Stock when we priced the
notes on March 23, 2000 is set forth in the table
under "Basket Stocks" above. We obtained the
Market Prices listed below from Bloomberg
Financial Markets and we believe such information
to be accurate. You should not take the historical
prices of the Basket Stocks as an indication of
future performance. We cannot give any assurance
that the price of the Basket Stocks as a whole or
any one or more of the Basket Stocks will increase
sufficiently to cause the beneficial owners of the
Notes to receive an amount in excess of the Issue
Price on any Exchange Date or Call Date.
<TABLE>
Dividends
Chase High Low per Share
----- ---- --- ---------
(CUSIP 16161A108)
<S> <C> <C> <C>
1997
First Quarter..................... 54 13/16 43 7/16 0.28
Second Quarter.................... 54 13/16 42 1/16 0.31
Third Quarter..................... 59 1/4 49 25/32 0.31
Fourth Quarter.................... 63 7/32 51 3/4 0.31
1998
First Quarter..................... 69 1/16 50 15/16 0.31
Second Quarter.................... 75 1/2 66 5/16 0.36
Third Quarter..................... 76 15/16 42 3/4 0.36
Fourth Quarter.................... 72 1/4 40 1/8 0.36
PS-18
<PAGE>
Dividends
Chase High Low per Share
----- ---- --- ---------
(CUSIP 1616A108)
1999
First Quarter..................... 88 15/16 68 1/8 0.36
Second Quarter.................... 87 15/16 70 15/16 0.41
Third Quarter..................... 86 9/16 73 0.41
Fourth Quarter.................... 88 9/16 66 1/2 0.41
2000
First Quarter (through March 22,
2000)............................. 92 69 13/16 0.41
</TABLE>
Historical prices have been adjusted for a 2-for-1
stock split of the common stock of The Chase
Manhattan Corporation, which became effective in
the third quarter of 1998.
<TABLE>
<CAPTION>
Dividends
Fleet Boston High Low per Share
------------ ---- --- ---------
(CUSIP 339030108)
<S> <C> <C> <C>
1997
First Quarter.................... 31 3/8 24 3/4 0.225
Second Quarter................... 32 29/32 27 3/4 0.225
Third Quarter.................... 35 3/8 31 11/16 0.225
Fourth Quarter................... 37 17/32 30 31/32 0.245
1998
First Quarter.................... 42 17/32 34 5/16 0.245
Second Quarter................... 44 15/16 39 0.245
Third Quarter.................... 44 7/32 32 25/32 0.245
Fourth Quarter................... 44 13/16 31 11/16 0.27
1999
First Quarter.................... 46 3/4 37 5/8 0.27
Second Quarter................... 44 15/16 37 7/16 0.27
Third Quarter.................... 44 7/8 35 1/16 0.27
Fourth Quarter................... 43 11/16 33 3/4 0.30
2000
First Quarter (through March 22,
2000)............................ 35 9/16 25 3/16 0.30
</TABLE>
Historical prices have been adjusted for a 2-for-1
stock split of the common stock of Fleet Boston
Corporation, which became effective in the fourth
quarter of 1998.
<TABLE>
<CAPTION>
Dividends
Fifth Third Bancorp High Low per Share
------------------- ---- --- ---------
(CUSIP 316773100)
<S> <C> <C> <C>
1997
First Quarter.................... 39 21/64 27 9/16 0.128889
Second Quarter................... 37 53/64 31 7/32 0.146667
Third Quarter.................... 43 43/64 36 23/32 0.146667
Fourth Quarter................... 55 5/64 42 3/4 0.146667
1998
First Quarter.................... 57 43/64 50 35/64 0.17
Second Quarter................... 63 48 1/2 0.17
Third Quarter.................... 65 7/8 51 3/32 0.17
Fourth Quarter................... 73 3/8 54 7/8 0.20
1999
First Quarter.................... 75 7/16 62 15/16 0.20
Second Quarter................... 73 7/8 62 1/4 0.20
Third Quarter.................... 69 11/16 59 1/8 0.24
Fourth Quarter................... 74 15/16 59 7/16 0.24
PS-19
<PAGE>
Dividends
Fifth Third Bancorp High Low per Share
------------------- ---- --- ---------
(CUSIP 316773100)
2000
First Quarter (through March 22,
2000)............................ 69 7/8 45 -
</TABLE>
Historical prices have been adjusted for two
3-for-2 stock splits of the common stock of Fifth
Third Bancorp, which became effective in the third
quarter of 1997 and the second quarter of 1998,
respectively.
<TABLE>
<CAPTION>
Dividends
Firstar High Low per Share
------- ---- --- ---------
(CUSIP 33763V109)
<S> <C> <C> <C>
1997
First Quarter.................... 14 61/64 9 63/64 0.066667
Second Quarter................... 14 59/64 12 61/64 0.066667
Third Quarter.................... 15 11/16 14 13/64 0.066667
Fourth Quarter................... 19 21/64 15 3/8 0.066667
1998
First Quarter.................... 20 27/64 17 45/64 0.076667
Second Quarter................... 21 29/64 19 47/64 0.076667
Third Quarter.................... 24 1/2 18 19/64 0.076667
Fourth Quarter................... 31 5/64 19 1/16 0.10
1999
First Quarter.................... 31 53/64 27 27/64 0.10
Second Quarter................... 34 9/16 26 1/4 0.10
Third Quarter.................... 29 7/16 22 5/16 0.10
Fourth Quarter................... 29 3/8 20 1/4 0.1625
2000
First Quarter (through March 22,
2000)............................ 24 5/8 17 1/16 -
</TABLE>
Historical prices have been adjusted for two
3-for-1 stock splits of the common stock of
Firstar Corporation, which became effective in the
first quarter of 1997 and the second quarter of
1999, respectively.
<TABLE>
<CAPTION>
Dividends
Wachovia High Low per Share
-------- ---- --- ---------
(CUSIP 929771103)
<S> <C> <C> <C>
1997
First Quarter..................... 64 1/2 54 1/2 0.40
Second Quarter.................... 66 1/4 54 1/8 0.40
Third Quarter..................... 72 59 1/16 0.44
Fourth Quarter.................... 83 7/16 72 1/8 0.44
1998
First Quarter..................... 85 1/8 74 5/16 0.44
Second Quarter.................... 89 7/8 79 1/16 0.44
Third Quarter..................... 89 1/16 73 5/16 0.49
Fourth Quarter.................... 95 3/4 81 3/4 0.49
1999
First Quarter..................... 90 1/2 79 7/8 0.49
Second Quarter.................... 91 3/16 81 3/16 0.49
Third Quarter..................... 85 75 5/16 0.54
Fourth Quarter.................... 87 3/4 66 0.54
2000
First Quarter (through March 22,
2000)............................. 67 5/16 54 1/16 0.54
</TABLE>
PS-20
<PAGE>
<TABLE>
<CAPTION>
Dividends
Comerica High Low per Share
-------- ---- --- ---------
(CUSIP 200340107)
<S> <C> <C> <C>
1997
First Quarter.................... 42 34 37/64 0.286667
Second Quarter................... 46 37/64 36 1/4 0.286667
Third Quarter.................... 52 43/64 45 27/64 0.286667
Fourth Quarter................... 61 7/8 51 51/64 0.286667
1998
First Quarter.................... 71 35/64 55 35/64 0.32
Second Quarter................... 71 5/16 62 5/8 0.32
Third Quarter.................... 71 3/8 52 1/4 0.32
Fourth Quarter................... 68 1/2 50 1/8 0.32
1999
First Quarter.................... 69 3/4 60 1/16 0.36
Second Quarter................... 66 1/16 57 5/8 0.36
Third Quarter.................... 61 48 1/8 0.36
Fourth Quarter................... 60 15/16 44 15/16 0.36
2000
First Quarter (through March 22,
2000)............................ 45 33 13/16 0.40
</TABLE>
Historical prices have been adjusted for a 3-for-2
stock split of the common stock of Comerica
Incorporated, which became effective in the second
quarter of 1998.
<TABLE>
<CAPTION>
Dividends
Wells Fargo High Low per Share
----------- ---- --- ---------
(CUSIP 949746101)
<S> <C> <C> <C>
1997
First Quarter.................... 26 1/2 21 5/8 0.15
Second Quarter................... 29 7/16 22 3/8 0.15
Third Quarter.................... 32 28 1/2 0.15
Fourth Quarter................... 38 7/8 31 1/16 0.165
1998
First Quarter.................... 43 7/16 35 1/2 0.165
Second Quarter................... 43 1/8 34 1/4 0.165
Third Quarter.................... 39 7/16 29 3/4 0.185
Fourth Quarter................... 40 7/16 31 5/8 0.185
1999
First Quarter.................... 40 3/16 32 3/4 0.185
Second Quarter................... 44 36 11/16 0.20
Third Quarter.................... 45 3/16 37 3/8 0.20
Fourth Quarter................... 49 1/4 38 7/8 0.20
2000
First Quarter (through March 22,
2000)............................ 41 11/16 31 15/16 0.22
</TABLE>
Historical prices have been adjusted for a 3-for-2
stock split of the common stock of Wells Fargo &
Company, which became effective in the third
quarter of 1997.
We make no representation as to the amount of
dividends, if any, that the issuers of the Basket
Stocks will pay in the future. In any event, as an
owner of a Note, you will not be entitled to
receive dividends, if any, that may be payable on
the Basket Stocks.
PS-21
<PAGE>
Use of Proceeds and Hedging...The net proceeds we receive from the sale of the
Notes will be used for general corporate purposes
and, in part, by us or one or more of our
affiliates in connection with hedging our
obligations under the Notes. See also "Use of
Proceeds" in the accompanying prospectus.
On or prior to the date of this pricing
supplement, we, through our subsidiaries and
others, hedged our anticipated exposure in
connection with the Notes by taking positions in
the Basket Stocks and positions in other
instruments in connection with such hedging. Such
hedging was carried out in a manner designed to
minimize any impact on the price of the Basket
Stocks. Our purchase activity could potentially
have increased the price of the Basket Stocks, and
therefore effectively have increased the level to
which the Basket Stocks must rise before you would
receive an amount of the Basket Stocks worth as
much or more than the accreted principal amount of
your Notes on any Exchange Date or Call Date.
Through our subsidiaries, we are likely to modify
our hedge position throughout the life of the
Notes by purchasing and selling the Basket Stocks,
options contracts on the Basket Stocks listed on
major securities markets or positions in other
securities or instruments that we may wish to use
in connection with such hedging. Although we have
no reason to believe that our hedging activity or
other trading activities that we have, or any of
our affiliates has, engaged in or may engage in
has had or will have a material impact on the
price of the Basket Stocks we cannot give any
assurance that we have not or will not affect such
prices as a result of our hedging or trading
activities.
Supplemental Information
Concerning
Plan of Distribution..........In order to facilitate the offering of the Notes,
the Agent may engage in transactions that
stabilize, maintain or otherwise affect the price
of the Notes or the Basket Stocks. Specifically,
the Agent may overallot in connection with the
offering, creating a short position in the Notes
for its own account. In addition, to cover
allotments or to stabilize the price of the Notes,
the Agent may bid for, and purchase, the Notes or
the Basket Stocks in the open market. See "Use of
Proceeds and Hedging" above.
We have agreed to indemnify the Agent against
certain liabilities under the Securities Act of
1933, as amended.
ERISA Matters for Pension
Plans And
Insurance Companies...........We and certain of our subsidiaries and affiliates,
including MS & Co. and Dean Witter Reynolds Inc.
("DWR"), may each be considered a "party in
interest" within the meaning of the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), or a "disqualified person" within the
meaning of the Internal Revenue Code of 1986, as
amended (the "Code") with respect to many employee
benefit plans. Prohibited transactions within the
meaning of ERISA or the Code may arise, for
example, if the Notes are acquired by or with the
assets of a pension or other employee benefit plan
with respect to which MS & Co., DWR or any of
their affiliates is a service provider, unless the
Notes are acquired pursuant to an exemption from
the prohibited transaction rules.
PS-22
<PAGE>
The acquisition of the Notes may be eligible for
one of the exemptions noted below if such
acquisition:
(a) (i) is made solely with the assets of a bank
collective investment fund and (ii) satisfies the
requirements and conditions of Prohibited
Transaction Class Exemption ("PTCE") 91-38 issued
by the Department of Labor ("DOL");
(b) (i) is made solely with assets of an insurance
company pooled separate account and (ii) satisfies
the requirements and conditions of PTCE 90-1
issued by the DOL;
(c) (i) is made solely with assets managed by a
qualified professional asset manager and (ii)
satisfies the requirements and conditions of PTCE
84-14 issued by the DOL;
(d) is made solely with assets of a governmental
plan (as defined in Section 3(32) of ERISA) which
is not subject to the provisions of Section 401 of
the Code;
(e) (i) is made solely with assets of an insurance
company general account and (ii) satisfies the
requirements and conditions of PTCE 95-60 issued
by the DOL; or
(f) (i) is made solely with assets managed by an
in-house asset manager and (ii) satisfies the
requirements and conditions of PTCE 96-23 issued
by the DOL.
Under ERISA, assets of a pension or other employee
benefit plan may include assets held in the
general account of an insurance company which has
issued an insurance policy to such plan or assets
of an entity in which the plan has invested. In
addition to considering the consequences of
holding the Notes, employee benefit plans subject
to ERISA (or insurance companies deemed to be
investing ERISA plan assets) purchasing the Notes
should consider the possible implications of
owning the Basket Stocks. Thus, any insurance
company, pension or employee benefit plan or
entity holding assets of such a plan proposing to
invest in the Notes should consult with its legal
counsel prior to such investment.
United States Federal
Taxation .....................The Notes are Optionally Exchangeable Notes and
investors should refer to the discussion under
"United States Federal Taxation--Notes--Optionally
Exchangeable Notes" in the accompanying prospectus
supplement. In connection with the discussion
thereunder, we have determined that the
"comparable yield" is an annual rate of 7.48%,
compounded semi-annually. Based on our
determination of the comparable yield, the
"projected payment schedule" for a Note (assuming
a par amount of $1,000 or with respect to each
integral multiple thereof) consists of the
semi-annual coupons and an additional projected
amount due at maturity, equal to $1,492.86.
The comparable yield and the projected payment
schedule are not provided for any purpose other
than the determination of United States Holders'
interest accruals and adjustments in
PS-23
<PAGE>
respect of the Notes, and we make no
representation regarding the actual amounts of the
payments on a Note.
PS-24
<PAGE>
ANNEX A
OFFICIAL NOTICE OF EXCHANGE
Dated: [On or after April 30, 2000]
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. Incorporated, as
Calculation Agent
1585 Broadway
New York, New York 10036
Fax No.: (212) 761-0674
(Attn: William Threadgill)
Dear Sirs:
The undersigned holder of the Medium Term Notes, Series C,
Senior Fixed Rate Notes, 2% Exchangeable Notes due March 30, 2007
(Exchangeable for Shares of Common Stock of Seven Financial Institutions (the
"Basket Stocks")) of Morgan Stanley Dean Witter & Co. (CUSIP No. 617446DT3)
(the "Notes") hereby irrevocably elects to exercise with respect to the
principal amount of the Notes indicated below, as of the date hereof (or, if
this letter is received after 11:00 a.m. on any Trading Day, as of the next
Trading Day), provided that this notice is received prior to 11:00 a.m. New
York City time on the earliest of (i) the last scheduled Trading Day prior to
March 30, 2007, (ii) the fourth scheduled Trading Day immediately preceding
the Call Date and (iii) in the event of a call for cash, the last scheduled
Trading Day prior to the Company Notice Date, the Exchange Right as described
in Pricing Supplement No. 55 dated March 23, 2000 (the "Pricing Supplement")
to the Prospectus Supplement dated May 6, 1999 and the Prospectus dated May 5,
1999 related to Registration Statement No. 333-75289. Terms not defined
herein have the meanings given to such terms in the Pricing Supplement.
Please date and acknowledge receipt of this notice in the place provided below
on the date of receipt, and fax a copy to the fax number indicated, whereupon
Morgan Stanley Dean Witter & Co. will deliver, at its sole option, shares of
the Basket Stocks or cash 3 business days after the Exchange Date in
accordance with the terms of the Notes, as described in the Pricing Supplement.
Very truly yours,
______________________________
[Name of Holder]
By:___________________________
[Title]
______________________________
[Fax No.]
$_____________________________
Principal Amount of Notes
surrendered for exchange
Receipt of the above Official
Notice of Exchange is hereby acknowledged
MORGAN STANLEY DEAN WITTER & CO., as Issuer
MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By:___________________________________________
Title:
Date and time of acknowledgment_______________
