The information in this pricing supplement is not complete and may be changed.
We may not deliver these securities until a final pricing supplement is
delivered. This pricing supplement and the accompanying prospectus and
prospectus supplement do not constitute an offer to sell these securities and we
are not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.
Subject to Completion, Pricing Supplement dated July 20, 2000
PROSPECTUS Dated May 18, 2000 Pricing Supplement No. 20 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-34392
Dated May 18, 2000 Dated 2000
Rule 424(b)(3)
Morgan Stanley Dean Witter & Co.
MEDIUM-TERM NOTES, SERIES C
Senior Variable Rate Renewable Notes
-------------------------------
EXtendible Liquidity SecuritiesSM (EXLsSM)
The senior variable rate renewable notes (EXtendible Liquidity Securities)
described in this pricing supplement, which we refer to as the EXLs, will mature
on the initial maturity date, unless the maturity of all or any portion of the
principal amount of the EXLs is extended in accordance with the procedures
described below. In no event will the maturity of the EXLs be extended beyond
the final maturity date.
On each election date, you may elect to extend the maturity of all or any
portion of the principal amount of your EXLs so that the maturity of your EXLs
will be extended to the date occurring 366 calendar days from and including the
15th day of the next succeeding month. However, if that 366th calendar day is
not a business day, the maturity of your EXLs will be extended to the
immediately preceding business day. The election dates will be the fifteenth
calendar day of each month from August 2000 to July 2004 inclusive, whether or
not such dates are business days.
You may elect to extend the maturity of all of your EXLs or of any portion
thereof having a principal amount of $1,000 or any multiple of $1,000 in excess
thereof. To make your election effective on any election date, you must deliver
a notice of election during the notice period for that election date. The notice
period for each election date will begin on the fifth business day prior to the
election date and end on the election date, whether or not the election date is
a business day. Your notice of election must be delivered to the trustee for the
EXLs, through the normal clearing system channels described in more detail
below, no later than the last business day in the notice period. Upon delivery
to the trustee of a notice of election to extend the maturity of an EXL or any
portion thereof, that election shall be irrevocable.
If on any election date you do not make an election to extend the maturity
of all or any portion of the principal amount of your EXLs, the principal amount
of the EXLs for which you have failed to make such an election will become due
and payable on the initial maturity date, or any later date to which the
maturity of your EXLs have previously been extended. If the election to extend
the maturity of any portion of the EXLs is not exercised, a new note having a
principal amount equal to the principal amount of the EXLs for which such
election was not exercised will be issued to represent such unextended portion
on such election date and the new note so issued will have the same terms as the
EXLs, except the new note will not be extendible, will have a new CUSIP number
and its maturity date will be the date that is 366 calendar days from and
including such election date or, if such 366th calendar day is not a business
day, the immediately preceding business day. The failure to elect to extend the
maturity of all or any portion of the EXLs will be irrevocable and will be
binding upon any subsequent holder of such EXLs.
The EXLs will bear interest from the date of issuance until the principal
amount thereof is paid or made available for payment at a rate determined for
each interest reset period by reference to the base rate, based on the index
maturity, plus the applicable spread for the applicable interest reset date. We
describe how floating rates are determined and calculated in the section called
"Description of Notes -- Floating Rate Notes" in the accompanying prospectus
supplement, subject to and as modified by the provisions described below.
The EXLs will be issued in registered global form and will remain on
deposit with the depositary for the EXLs. Therefore, you must exercise the
option to extend the maturity of your EXLs through the depositary. To ensure
that the depositary will receive timely notice of your election to extend the
maturity of all or a portion of your EXLs, so that it can deliver notice of your
election to the trustee prior to the close of business on the last business day
in the notice period, you must instruct the direct or indirect participant
through which you hold an interest in the EXLs to notify the depositary of your
election to extend the maturity of your EXLs in accordance with the then
applicable operating procedures of the depositary. The depositary must receive
any notice of election from its participants no later than 12:00 noon on the
last business day in the notice period for any election date. Different firms
have different deadlines for accepting instructions from their customers. You
should consult the direct or indirect participant through which you hold an
interest in the EXLs to ascertain the deadline for ensuring that timely notice
will be delivered to the depositary. If the election date is not a business day,
notice of your election to extend the maturity date of your EXLs must be
delivered to the depositary by its participants no later than 12:00 noon on the
last business day preceding the election date.
"EXtendible Liquidity Securities" and "EXLs" are our servicemarks.
Principal Amount: $
Initial Maturity Date: August 15, 2001
Final Maturity Date: August 15, 2005
Base Rate: LIBOR
Index Maturity: One month (except as described below under
Initial Interest Rate)
(continued on next page)
Terms not defined above have the meanings given to such terms in the
accompanying prospectus supplement.
MORGAN STANLEY DEAN WITTER
<PAGE>
Spread: The table below indicates
the applicable spread for the interest reset
dates occurring during each of the indicated
periods.
For Interest Reset Dates occurring: Spread
----------------------------------- ------
From the original issue date
to and including July 2001 Plus %
From and including August 2001
to and including July 2002 Plus %
From and including August 2002
to and including July 2003 Plus %
From and including August 2003
to and including July 2004 Plus %
From and including August 2004
to and including July 2005 Plus %
Spread Multiplier: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Initial Interest Rate: One month LIBOR, plus __%; to
be determined two London banking days prior
to the Original Issue Date based on
interpolation between one-week and one-
month LIBOR for the initial interest payment
period.
Initial Interest Reset Date: August 15, 2000
Interest Reset Dates: The fifteenth day of each month, commencing
August 15, 2000
Interest Accrual Date: July __, 2000
Interest Payment Dates: The fifteenth day of each month, commencing
August 15, 2000. The final interest payment
date for the EXLs, or any portion of the
EXLs maturing prior to the Final Maturity
Date, will be the maturity date and interest
for such period will accrue from and
including the interest payment date in the
month immediately preceding such maturity
date to but excluding the maturity date.
Interest Determination
Dates: Two London banking days prior to interest
reset dates.
Election Dates: The fifteenth day of each month from August
2000 to July 2004, inclusive, whether or not
such day is a business day.
Redemption Dates: N/A
Redemption Percentage: N/A
Alternate Rate Event
Spread: N/A
Interest Payment Period: Monthly
Specified Currency: U.S. Dollars
Issue Price: 100%
Settlement Date
(Original Issue Date): July , 2000
Book Entry Note or
Certificated Note: Book Entry Note
Reporting Service: Telerate Page 3750
Senior Note or
Subordinated Note: Senior Note
Trustee and
Calculation Agent: The Chase Manhattan Bank
Agent: Morgan Stanley & Co. Incorporated
(continued on the next page)
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<PAGE>
Interest Reset Periods: The first interest reset period will be the
period from and including August 15, 2000 to
but excluding the immediately succeeding
interest reset date. Thereafter, the
interest reset periods will be the periods
from and including an interest reset date to
but excluding the immediately succeeding
interest reset date; provided that the final
interest reset period for the EXLs, or any
portion of the EXLs maturing prior to the
Final Maturity Date, will be the period from
and including the interest reset date in the
month immediately preceding the maturity of
the EXLs, or any portion of the EXLs, to the
relevant maturity date.
Denominations: $1,000 and integral multiples
thereof
CUSIP No:
United States Federal Taxation:
In the opinion of Davis Polk & Wardwell, our special tax counsel, an
election to extend the maturity of all or any portion of the principal amount of
the EXLs in accordance with the procedures described above should not be a
taxable event for U.S. federal income tax purposes. In addition, the EXLs should
not constitute contingent payment debt instruments that would be subject to
certain Treasury regulations governing contingent payment obligations (the
"Contingent Payment Regulations"). Furthermore, although the EXLs will be
"discount notes" (as defined in the section called "United States Federal
Taxation -- Notes -- Discount Notes" in the accompanying prospectus supplement),
the difference between the stated redemption price at maturity and the issue
price of the EXLs will be less than the de minimis amount specified by the
relevant provisions of the Code and the Treasury regulations issued thereunder.
Accordingly, the EXLs should not be considered to have OID for U.S. federal
income tax purposes.
Prospective investors should consult the summary describing the principal
U.S. federal income tax consequences of the ownership and disposition of the
EXLs - including possible application of the governing OID rules - contained in
the section called "United States Federal Taxation" in the accompanying
prospectus supplement.
Prospective investors should note that no assurance can be given that the
IRS will accept, or that the courts will uphold, the characterization and the
tax treatment of the EXLs described above. If the IRS were successful in
asserting that an election to extend the maturity of all or any portion of the
principal amount of the EXLs is a taxable event for U.S. federal income tax
purposes, then you would be required to recognize gain upon the exercise of such
election. Also, if the IRS were successful in asserting that the EXLs were
subject to the Contingent Payment Regulations, the timing and character of
income thereon would be affected. Among other things, you may be required to
accrue as OID income, subject to adjustments, at a "comparable yield" on the
issue price. Furthermore, any gain recognized with respect to the EXLs would
generally be treated as ordinary income. However, because the EXLs bear a
variable interest rate that is reset every month, MSDW expects that (i) the
accrual of income at the comparable yield will not significantly alter the
timing of income inclusion; and (ii) any gain recognized with respect to the
notes will not be significant. You are urged to consult your tax advisor
regarding the U.S. federal income tax consequences of investing in the EXLs.
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