PROSPECTUS SUPPLEMENT
(To Prospectus dated May 18, 2000)
$3,000,000,000
Morgan Stanley Dean Witter & Co.
$2,500,000,000 7 3/4% NOTES DUE 2005
$500,000,000 8% NOTES DUE 2010
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Interest payable on June 15 and December 15
-----------------------
We will not redeem the ntoes prior to maturity unless we choose to upon the
occurrence of certain events involving U.S. taxation. See "Description of
Notes--Tax Redemption" in this prospectus supplement.
-----------------------
NOTES DUE 2005 -- PRICE 100% AND ACCRUED INTEREST, IF ANY
NOTES DUE 2010 -- PRICE 100% AND ACCRUED INTEREST, IF ANY
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Underwriting
Price to Discounts and Proceeds to
Public Commissions Company
-------- ------------- ------------
Per Note Due 2005........... 100.000% .350% 99.650%
Total.................... $2,500,000,000 $8,750,000 $2,491,250,000
Per Note Due 2010........... 100.000% .450% 99.550%
Total.................... $500,000,000 $2,250,000 $497,750,000
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Morgan Stanley & Co. Incorporated expects to deliver the notes to purchasers,
in registered book-entry form only, through The Depository Trust Company,
Clearstream, Luxembourg or Euroclear, as the case may be, on June 9, 2000.
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MORGAN STANLEY DEAN WITTER
ABN AMRO INCORPORATED BARCLAYS CAPITAL
BLAYLOCK & PARTNERS, L.P. COMMERZBANK AG
CREDIT LYONNAIS SECURITIES MURIEL SIEBERT & CO., INC.
ORMES CAPITAL MARKETS, INC. RBC DOMINION SECURITIES CORP.
UTENDAHL CAPITAL PARTNERS, L.P. WESTDEUTSCHE LANDESBANK GIROZENTRALE
THE WILLIAMS CAPITAL GROUP, L.P.
June 6, 2000
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TABLE OF CONTENTS
Page
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Prospectus Supplement
Summary of the Offerings....................................................S-3
Description of Notes........................................................S-5
United States Federal Taxation.............................................S-10
ERISA......................................................................S-12
Underwriters...............................................................S-13
Prospectus
Summary......................................................................3
Where You Can Find More Information..........................................7
Consolidated Ratios of Earnings to Fixed Charges and
Earnings to Fixed Charges and Preferred Stock Dividends....................8
Morgan Stanley Dean Witter...................................................9
Use of Proceeds..............................................................9
Description of Debt Securities..............................................10
Description of Units........................................................18
Description of Warrants.....................................................23
Description of Purchase Contracts...........................................26
Description of Capital Stock................................................27
Forms of Securities.........................................................40
Plan of Distribution........................................................43
Legal Matters...............................................................44
Experts.....................................................................44
ERISA Matters for Pension Plans and Insurance Companies.....................45
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You should rely only on the information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus dated May 18,
2000. We have not authorized anyone to provide you with information different
from that contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus. We are offering to sell, and seeking offers to
buy, only the notes described in this prospectus supplement and the
accompanying prospectus, and we are offering to sell and seeking offers to buy
these notes only in jurisdictions where offers and sales are permitted. In this
prospectus supplement, the "Company," "we," "us," "MSDW" and "our" refer to
Morgan Stanley Dean Witter & Co.
The distribution of this prospectus supplement and the accompanying prospectus
and the offering of the notes in certain jurisdictions may be restricted by
law. Persons outside the United States who come into possession of this
prospectus supplement and the accompanying prospectus must inform themselves
about and observe any restrictions relating to the offering of the notes and
the distribution of this prospectus supplement and the accompanying prospectus
outside the United States.
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SUMMARY OF THE OFFERINGS
The following summary describes the 7 3/4% Notes Due 2005 and the 8% Notes
Due 2010 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 prospectus supplement and in the accompanying prospectus.
Issuer....................... Morgan Stanley Dean Witter & Co.
Aggregate Principal Amount... $2,500,000,000 7 3/4% Notes Due 2005 and
$500,000,000 8% Notes Due 2010, collectively
referred to as the "notes."
Maturity Date................ June 15, 2005 for the 7 3/4% Notes Due 2005 and
June 15, 2010 for the 8% Notes Due 2010
Issue Date for the Notes..... June 9, 2000
Issue Price.................. 100% for the 7 3/4% Notes Due 2005 and
100% for the 8% Notes Due 2010
Interest Payment Dates....... Each June 15 and December 15, commencing
December 15, 2000 for both the 7 3/4% Notes Due
2005 and the 8% Notes Due 2010.
Early Redemption............. We will not redeem the notes unless we choose
to upon the occurrence of certain events
involving U.S. taxation. Please read the section
"Description of Notes--Tax Redemption" in this
prospectus supplement.
Form......................... Fully registered global notes in book-entry
form.
Minimum Denominations........ $1,000 and multiples thereof
CUSIP........................ 617446DW6 for the 7 3/4% Notes Due 2005 and
617446DX4 for the 8% Notes Due 2010
Common Code.................. 011278604 for the 7 3/4% Notes Due 2005 and
011278639 for the 8% Notes Due 2010
ISIN......................... US617446DW69 for the 7 3/4% Notes Due 2005 and
US617446DX43 for the 8% Notes Due 2010
Trustee for the Notes........ The Chase Manhattan Bank
Delivery and Clearance....... We will deposit the global notes for the 7 3/4%
Notes Due 2005 and the 8% Notes Due 2010 with
The Depository Trust Company in New York. You
may hold an interest in the global notes through
The Depository Trust Company, Clearstream,
Luxembourg or Euroclear, directly as a
participant of any such system or indirectly
through organizations which are participants in
such systems.
How to Reach Us.............. Our principal executive offices are located at
1585 Broadway, New York, New York 10036,
telephone number (212) 761-4000.
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CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed
charges for the periods indicated. The fiscal year information for 1996 and
1995 combines the historical financial information of Dean Witter, Discover &
Co. ("Dean Witter Discover") for the years ended December 31, 1996 and 1995
with the historical financial information of Morgan Stanley Group Inc. ("Morgan
Stanley") for the fiscal years ended November 30, 1996 and 1995. Subsequent to
the merger of Morgan Stanley with and into Dean Witter Discover on May 31,
1997, we adopted a fiscal year end of November 30. The fiscal year information
for 1997 and subsequent periods reflects the change in fiscal year end.
<TABLE>
Three Months Ended Fiscal year
-------------------------- ------------------------------------
(Unaudited)
February 29, February 28,
2000 1999 1999 1998 1997 1996 1995
------------ ------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Consolidated ratio of earnings
to fixed charges................ 1.6 1.5 1.6 1.4 1.4 1.3 1.3
</TABLE>
For purposes of calculating the ratio of earnings to fixed charges, earnings
are the sum of:
o pre-tax income;
o fixed charges; and
o amortization of capitalized interest;
less:
o capitalized interest.
Fixed charges are the sum of:
o interest expensed and capitalized;
o amortized premiums, discounts and capitalized expenses related to
indebtedness; and
o our estimate of the interest within rental expenses.
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DESCRIPTION OF NOTES
The following description of the particular terms of the 7 3/4% Notes Due
2005, which we refer to as the "notes due 2005," and the 8% Notes Due 2010,
which we refer to as the "notes due 2010" and, together with the notes due
2005, as the "notes," offered hereby supplements the description of the general
terms and provisions of the debt securities set forth in the prospectus, to
which description reference is hereby made. The notes are referred to in the
prospectus as the "offered debt securities." The following summary of the notes
is qualified in its entirety by reference to the senior indenture referred to
in the prospectus.
General
The notes due 2005 will initially be limited to $2,500,000,000 in
aggregate principal amount and will mature on June 15, 2005. The notes due 2010
will initially be limited to $500,000,000 in aggregate principal amount and
will mature on June 15, 2010. The notes will constitute senior debt and will
rank pari passu with all other unsecured and unsubordinated indebtedness of
MSDW, subject to certain statutory exceptions in the event of liquidation upon
insolvency. The notes will be issued in fully registered form only, in
denominations of $1,000 and multiples thereof. Principal of and interest on the
notes will be payable, and the transfer of notes will be registrable, through
the depositary as described below. We may create and issue additional notes due
2005 or notes due 2010 with the same terms as the notes due 2005 or the notes
due 2010 offered hereby so that the additional notes will form a single series
with the notes due 2005 or the notes due 2010 offered hereby, as appropriate.
We will not redeem the notes prior to maturity unless we choose to upon
the occurrence of certain events involving U.S. taxation. See "--Tax
Redemption" below.
The senior indenture permits the defeasance of the notes upon the
satisfaction of the conditions described under "Description of Debt
Securities--Discharge, Defeasance and Covenant Defeasance" in the prospectus.
The notes are subject to these defeasance provisions.
As used herein, "business day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law or regulation to close in The City of New
York.
Each of the notes due 2005 and the notes due 2010 will bear interest from
June 9, 2000 at the respective applicable annual rate set forth on the cover
page of this prospectus supplement, payable semiannually on June 15 and
December 15 (each an "interest payment date"), commencing December 15, 2000 to
the person in whose name such notes are registered at the close of business on
the preceding June 1 or December 1, as applicable. Such interest will be
computed on the basis of a 360-day year of twelve 30-day months.
If any interest payment date falls on a day that is not a business day,
the interest payment shall be postponed to the next day that is a business day,
and no interest on such payment shall accrue for the period from and after such
interest payment date. If the maturity date of the notes due 2005 or the notes
due 2010 falls on a day that is not a business day, the payment of interest and
principal may be made on the next succeeding business day, and no interest on
such payment shall accrue for the period from and after the maturity date.
Interest payments for the notes due 2005 and the notes due 2010 will
include accrued interest from and including the date of issue or from and
including the last date in respect of which interest has been paid, as the case
may be, to but excluding the interest payment date or maturity date, as the
case may be.
Book-Entry, Delivery and Form
The notes will be issued in the form of one or more fully registered
global notes (the "global notes") which will be deposited with, or on behalf
of, The Depository Trust Company, New York, New York (the "depositary" or
"DTC") and registered in the name of Cede & Co., the depositary's nominee.
Beneficial interests in the global notes will be represented through book-entry
accounts of financial institutions acting on behalf of beneficial owners as
direct and indirect participants in the depositary. Investors may elect to hold
interests in the global notes held by the depositary through Clearstream
Banking, societe anonyme, "Clearstream, Luxembourg," or Morgan Guaranty Trust
Company of
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New York, Brussels Office, as operator of the Euroclear System, "Euroclear," if
they are participants of such systems, or indirectly through organizations
which are participants in such systems. Clearstream, Luxembourg and Euroclear
will hold interests on behalf of their participants through customers'
securities accounts in Clearstream, Luxembourg's and Euroclear's names on the
books of their respective depositaries, which in turn will hold such interests
in customers' securities accounts in the depositaries' names on the books of
the depositary. Citibank, N.A. will act as depositary for Clearstream,
Luxembourg and The Chase Manhattan Bank will act as depositary for Euroclear,
in such capacities, the "U.S. depositaries." Except as set forth below, the
global notes may be transferred, in whole and not in part, only to another
nominee of the depositary or to a successor of the depositary or its nominee.
The depositary has advised MSDW as follows: the depositary is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended. The depositary holds securities deposited with it by its
participants and facilitates the settlement of transactions among its
participants in such securities through electronic computerized book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. The depositary's participants
include securities brokers and dealers (including the underwriters), banks,
trust companies, clearing corporations and certain other organizations, some of
whom (and/or their representatives) own the depositary. Access to the
depositary book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.
According to the depositary, the foregoing information with respect to the
depositary has been provided to the financial community for informational
purposes only and is not intended to serve as a representation, warranty or
contract modification of any kind.
Clearstream, Luxembourg advises that it is incorporated under the laws of
Luxembourg as a bank. Clearstream, Luxembourg holds securities for its
customers, "Clearstream, Luxembourg customers," and facilitates the clearance
and settlement of securities transactions between Clearstream, Luxembourg
customers through electronic book-entry transfers between their accounts.
Clearstream, Luxembourg provides to Clearstream, Luxembourg customers, among
other things, services for safekeeping, administration, clearance and
settlement of internationally traded securities and securities lending and
borrowing. Clearstream, Luxembourg interfaces with domestic securities markets
in over 30 countries through established depository and custodial
relationships. As a bank, Clearstream, Luxembourg is subject to regulation by
the Luxembourg Commission for the Supervision of the Financial Sector
(Commission de Surveillance du Secteur Financier). Clearstream, Luxembourg
customers are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Clearstream, Luxembourg's U.S.
customers are limited to securities brokers and dealers and banks. Indirect
access to Clearstream, Luxembourg is also available to other institutions such
as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Clearstream, Luxembourg customer.
Distributions with respect to the notes held through Clearstream,
Luxembourg will be credited to cash accounts of Clearstream, Luxembourg
customers in accordance with its rules and procedures, to the extent received
by the U.S. depositary for Clearstream, Luxembourg.
The Euroclear operator advises that the Euroclear system was created in
1968 to hold securities for its participants, "Euroclear participants," and to
clear and settle transactions between Euroclear participants through
simultaneous electronic book-entry delivery against payment, thereby
eliminating the need for physical movement of certificates and any risk from
lack of simultaneous transfers of securities and cash. The Euroclear system
provides various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries. Euroclear is operated by
the Brussels, Belgium office of Morgan Guaranty Trust Company of New York, the
"Euroclear operator," under contract with Euroclear Clearance Systems S.C., a
Belgian cooperative corporation, the "cooperative." All operations are
conducted by the Euroclear operator, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the Euroclear operator,
not the cooperative. The cooperative establishes policy for Euroclear on behalf
of Euroclear participants. Euroclear participants include banks (including
central banks), securities brokers and dealers and other professional financial
intermediaries and include the underwriters. Indirect access to Euroclear
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is also available to other firms that clear through or maintain a custodial
relationship with a Euroclear participant, either directly or indirectly.
The Euroclear operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it
is regulated and examined by the Board of Governors of the Federal Reserve
System and the New York State Banking Department, as well as the Belgian
Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear
operator are governed by the Terms and Conditions Governing Use of Euroclear
and the related Operating Procedures of the Euroclear System, and applicable
Belgian law, collectively, the "terms and conditions." The terms and conditions
govern transfers of securities and cash within Euroclear, withdrawals of
securities and cash from Euroclear, and receipts of payments with respect to
securities in Euroclear. All securities in Euroclear are held on a fungible
basis without attribution of specific certificates to specific securities
clearance accounts. The Euroclear operator acts under the terms and conditions
only on behalf of Euroclear participants and has no record of or relationship
with persons holding through Euroclear participants.
Distributions with respect to the notes held beneficially through the
Euroclear system will be credited to the cash accounts of Euroclear
participants in accordance with the terms and conditions, to the extent
received by the U.S. depositary for Euroclear.
The Euroclear operator further advises that investors that acquire, hold
and transfer interests in the notes by book- entry through accounts with the
Euroclear operator or any other securities intermediary are subject to the laws
and contractual provisions governing their relationship with their
intermediary, as well as the laws and contractual provisions governing the
relationship between such an intermediary and each other intermediary, if any,
standing between themselves and the global notes.
The Euroclear operator advises as follows: Under Belgian law, investors
that are credited with securities on the records of the Euroclear operator have
a co-property right in the fungible pool of interests in securities on deposit
with the Euroclear operator in an amount equal to the amount of interests in
securities credited to their accounts. In the event of the insolvency of the
Euroclear operator, Euroclear participants would have a right under Belgian law
to the return of the amount and type of interests in securities credited to
their accounts with the Euroclear operator. If the Euroclear operator does not
have a sufficient amount of interests in securities on deposit of a particular
type to cover the claims of all participants credited with such interests in
securities on the Euroclear operator's records, all participants having an
amount of interests in securities of such type credited to their accounts with
the Euroclear operator will have the right under Belgian law to the return of
their pro-rata share of the amount of interests in securities actually on
deposit.
Under Belgian law, the Euroclear operator is required to pass on the
benefits of ownership in any interests in securities on deposit with it (such
as dividends, voting rights and other entitlements) to any person credited with
such interests in securities on its records.
Individual certificates in respect of the notes will not be issued in
exchange for the global notes, except in very limited circumstances. If DTC
notifies MSDW that it is unwilling or unable to continue as a clearing system
in connection with the global notes or ceases to be a clearing agency
registered under the Exchange Act, and a successor clearing system is not
appointed by MSDW within 90 days after receiving such notice from DTC or upon
becoming aware that DTC is no longer so registered, we will issue or cause to
be issued individual certificates in registered form on registration of
transfer of, or in exchange for, book-entry interests in the notes represented
by such global notes upon delivery of such global notes for cancellation.
Title to book-entry interests in the notes will pass by book-entry
registration of the transfer within the records of Clearstream, Luxembourg,
Euroclear or DTC, as the case may be, in accordance with their respective
procedures. Book- entry interests in the notes may be transferred within
Clearstream, Luxembourg and within the Euroclear system and between
Clearstream, Luxembourg and the Euroclear system in accordance with procedures
established for these purposes by Clearstream, Luxembourg and the Euroclear
operator. Book-entry interests in the notes may be transferred within DTC in
accordance with procedures established for this purpose by DTC. Transfers of
book-entry interests in the notes among Clearstream, Luxembourg and the
Euroclear operator and DTC may be effected in accordance with procedures
established for this purpose by Clearstream, Luxembourg, the Euroclear operator
and DTC.
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A further description of the depositary's procedures with respect to the
global notes is set forth in the prospectus under "Forms of Securities-Global
Securities." The depositary has confirmed to MSDW, the underwriters and the
trustee that it intends to follow such procedures.
Global Clearance and Settlement Procedures
Initial settlement for the notes will be made in immediately available
funds. Secondary market trading between DTC participants will occur in the
ordinary way in accordance with the depositary's rules and will be settled in
immediately available funds using the depositary's Same-Day Funds Settlement
System. Secondary market trading between Clearstream, Luxembourg customers
and/or Euroclear participants will occur in the ordinary way in accordance with
the applicable rules and operating procedures of Clearstream, Luxembourg and
Euroclear and will be settled using the procedures applicable to conventional
Eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through the depositary on the one hand, and directly or indirectly through
Clearstream, Luxembourg customers or Euroclear participants, on the other, will
be effected through the depositary in accordance with the depositary's rules on
behalf of the relevant European international clearing system by its U.S.
depositary; however, such cross-market transactions will require delivery of
instructions to the relevant European international clearing system by the
counterparty in such system in accordance with its rules and procedures and
within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its U.S. depositary to take action to
effect final settlement on its behalf by delivering interests in the notes to
or receiving interests in the notes from the depositary, and making or
receiving payment in accordance with normal procedures for same-day funds
settlement applicable to the depositary. Clearstream, Luxembourg customers and
Euroclear participants may not deliver instructions directly to their
respective U.S. depositaries.
Because of time-zone differences, credits of interests in the notes
received in Clearstream, Luxembourg or the Euroclear system as a result of a
transaction with a DTC participant will be made during subsequent securities
settlement processing and dated the business day following the depositary
settlement date. Such credits or any transactions involving interests in such
notes settled during such processing will be reported to the relevant
Clearstream, Luxembourg customers or Euroclear participants on such business
day. Cash received in Clearstream, Luxembourg or the Euroclear system as a
result of sales of interests in the notes by or through a Clearstream,
Luxembourg customer or a Euroclear participant to a DTC participant will be
received with value on the depositary settlement date but will be available in
the relevant Clearstream, Luxembourg or Euroclear cash account only as of the
business day following settlement in the depositary.
Although the depositary, Clearstream, Luxembourg and Euroclear have agreed
to the foregoing procedures in order to facilitate transfers of interests in
the notes among participants of the depositary, Clearstream, Luxembourg and
Euroclear, they are under no obligation to perform or continue to perform such
procedures and such procedures may be changed or discontinued at any time.
Tax Redemption
We may redeem the notes due 2005 or the notes due 2010, or both, at our
option at any time prior to maturity, upon the giving of a notice of redemption
as described below, at a redemption price equal to 100% of the principal amount
thereof, together with accrued interest to the date fixed for redemption, if we
determine that, as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States or of any
political subdivision or taxing authority thereof or therein affecting
taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
becomes effective on or after the date of this prospectus supplement, we have
or will become obligated to pay additional amounts (as defined below) with
respect to notes as described below under "Payment of Additional Amounts."
Prior to the giving of any notice of redemption pursuant to this paragraph,
MSDW shall deliver to the trustee (i) a certificate stating that MSDW is
entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of MSDW to so redeem have
occurred and (ii) an opinion of independent counsel satisfactory to the trustee
to such effect based on such statement of facts; provided that no such notice
of redemption shall be given earlier than 60 days
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prior to the earliest date on which MSDW would be obligated to pay such
additional amounts if a payment in respect of the notes were then due.
Notice of redemption will be given not less than 30 nor more than 60 days
prior to the date fixed for redemption, which date and the applicable
redemption price will be specified in the notice. Such notice will be given in
accordance with "Notices" below.
Payment of Additional Amounts
We will, subject to certain exceptions and limitations set forth below,
pay such additional amounts, the "additional amounts," to the beneficial owner
of any note who is a non-United States person as may be necessary in order that
every net payment of the principal of and interest on that note and any other
amounts payable on that note, after withholding for or on account of any
present or future tax, assessment or governmental charge imposed upon or as a
result of such payment by the United States (or any political subdivision or
taxing authority thereof or therein), will not be less than the amount provided
for in that note to be then due and payable. MSDW will not, however, be
required to make any payment of additional amounts to any beneficial owner for
or on account of:
(a) any such tax, assessment or other governmental charge that would
not have been so imposed but for (i) the existence of any present or
former connection between such beneficial owner (or between a fiduciary,
settlor, beneficiary, member or shareholder of such beneficial owner, if
such beneficial owner is an estate, a trust, a partnership or a
corporation) and the United States and its possessions, including, without
limitation, such beneficial owner (or such fiduciary, settlor,
beneficiary, member or shareholder) being or having been a citizen or
resident thereof or being or having been engaged in a trade or business or
present therein or having, or having had, a permanent establishment
therein or (ii) the presentation by or on behalf of the beneficial owner
of any such note for payment on a date more than 15 days after the date on
which such payment became due and payable or the date on which payment
thereof is duly provided for, whichever occurs later;
(b) any estate, inheritance, gift, sales, transfer or personal
property tax or any similar tax, assessment or governmental charge;
(c) any tax, assessment or other governmental charge imposed by
reason of such beneficial owner's past or present status as a personal
holding company or foreign personal holding company or controlled foreign
corporation or passive foreign investment company with respect to the
United States or as a corporation that accumulates earnings to avoid
United States federal income tax or as a private foundation or other
tax-exempt organization;
(d) any tax, assessment or other governmental charge that is payable
otherwise than by withholding from payments on or in respect of any note;
(e) any tax, assessment or other governmental charge required to be
withheld by any paying agent from any payment of principal of, or interest
on, any note, if such payment can be made without such withholding by any
other paying agent in a city in Western Europe;
(f) any tax, assessment or other governmental charge that would not
have been imposed but for the failure to comply with certification,
information or other reporting requirements concerning the nationality,
residence or identity of the beneficial owner of such note, if such
compliance is required by statute or by regulation of the United States or
of any political subdivision or taxing authority thereof or therein as a
precondition to relief or exemption from such tax, assessment or other
governmental charge;
(g) any tax, assessment or other governmental charge imposed by
reason of such beneficial owner's past or present status as the actual or
constructive owner of 10% or more of the total combined voting power of
all classes of stock of MSDW entitled to vote or as a direct or indirect
subsidiary of ours; or
(h) any combination of items (a), (b), (c), (d), (e), (f) or (g);
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nor shall additional amounts be paid with respect to any payment on a note to a
non-United States person who is a fiduciary or partnership or other than the
sole beneficial owner of such payment to the extent such payment would be
required by the laws of the United States (or any political subdivision
thereof) to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner who would not have been entitled to the additional amounts had
such beneficiary, settlor, member or beneficial owner held its interest in the
note directly.
The term "non-United States person" has the meaning set forth below under
"United States Federal Taxation - Tax Consequences to Non-United States
Persons."
Notices
Notices to holders of the notes will be given by mailing such notices to
each holder by first class mail, postage prepaid, at the respective address of
each holder as that address appears upon the books of MSDW. Notices given to
the depositary, as holder of the global notes, will be passed on to the
beneficial owners of the notes in accordance with the standard rules and
procedures of the depositary and its direct and indirect participants,
including Clearstream, Luxembourg and the Euroclear operator.
UNITED STATES FEDERAL TAXATION
The following summary describes the material United States federal income
and certain estate tax consequences of ownership and disposition of the notes.
This summary provides general information only and is directed solely to
original beneficial owners purchasing notes at the "issue price," that is, the
first price to the public at which a substantial amount of the notes in an
issue is sold (excluding sales to bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters, placement agents or
wholesalers). This summary is based on the Internal Revenue Code of 1986, as
amended to the date hereof, the "Code," existing administrative pronouncements
and judicial decisions, existing and proposed Treasury Regulations currently in
effect, and interpretations of the foregoing, changes to any of which
subsequent to the date of this prospectus supplement may affect the tax
consequences described herein, possibly with retroactive effect. This summary
discusses only notes held as capital assets within the meaning of Section 1221
of the Code. This summary does not discuss all of the tax consequences that may
be relevant to a beneficial owner in light of his particular circumstances or
to beneficial owners subject to special rules, such as certain financial
institutions, insurance companies, dealers in securities, persons holding notes
in connection with a hedging transaction, "straddle," conversion transaction or
other integrated transaction or persons who have ceased to be United States
citizens or to be taxed as resident aliens. If you are considering the purchase
of notes you should consult your tax advisor with regard to the application of
the United States federal income and estate tax laws to their particular
situations as well as any tax consequences arising under the laws of any state,
local or foreign taxing jurisdiction.
Tax Consequences to United States Persons
For purposes of the following discussion, "United States person" means a
beneficial owner of a note that is for United States federal income tax
purposes (i) a citizen or resident of the United States, (ii) a corporation or
partnership (including an entity treated as a corporation or partnership for
United States federal income tax purposes) created or organized in or under the
laws of the United States, any state thereof or the District of Columbia, (iii)
an estate the income of which is subject to United States federal income
taxation regardless of its source, or (iv) a trust if a court within the United
States is able to exercise primary supervision of the administration of the
trust and one or more United States persons have the authority to control all
substantial decisions of the trust.
Payments of Interest. Interest on a note will generally be taxable to a
United States person as ordinary interest income at the time it is accrued or
is received in accordance with the United States person's method of accounting
for tax purposes.
Sale, Exchange or Retirement of the Notes. Upon the sale, exchange or
retirement of a note, a United States person will recognize taxable gain or
loss equal to the difference between the amount realized on the sale, exchange
or retirement and the United States person's adjusted tax basis in the note.
For these purposes, the amount realized does not include any amount
attributable to accrued interest on the note. Amounts attributable to accrued
interest are treated
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as interest as described under "Payments of Interest" above. A United States
person's adjusted tax basis in a note generally will equal the cost of the note
to the United States person.
In general, gain or loss realized on the sale, exchange or redemption of a
note will be capital gain or loss. You should consult your tax advisor
regarding the treatment of capital gains (which may be taxed at lower rates
than ordinary income for taxpayers who are individuals, trusts or estates) and
losses (the deductibility of which is subject to limitations).
Backup Withholding and Information Reporting. Backup withholding and
information reporting requirements may apply to certain payments of principal,
premium and interest on a note, and to payments of proceeds of the sale or
redemption of a note, to certain non-corporate United States persons. We, our
agent, a broker or any paying agent, as the case may be, will be required to
withhold from any payment a tax equal to 31 percent of such payment if the
United States person fails to furnish or certify his correct taxpayer
identification number to the payor in the manner required, fails to certify
that such United States person is not subject to backup withholding, or
otherwise fails to comply with the applicable requirements of the backup
withholding rules. Any amounts withheld under the backup withholding rules from
a payment to a United States person may be credited against such United States
person's United States federal income tax and may entitle such United States
person to a refund, provided that the required information is furnished to the
United States Internal Revenue Service.
Tax Consequences to Non-United States Persons
As used herein, the term "non-United States person" means a beneficial
owner of a note that is, for United States federal income tax purposes, (i) a
nonresident alien individual, (ii) a foreign corporation, (iii) a nonresident
alien fiduciary of a foreign estate or trust or (iv) a foreign partnership one
or more of the members of which is, for United States federal income tax
purposes, a nonresident alien individual, a foreign corporation or a
nonresident alien fiduciary of a foreign estate or trust.
Income and Withholding Tax. Subject to the discussion below concerning
backup withholding, payments of principal and interest on a note by us or a
paying agent to a non-United States person, and gain realized on the sale,
exchange or other disposition of such note, will not be subject to United
States federal income or withholding tax, provided that: (i) such non-United
States person does not own, actually or constructively, 10 percent or more of
the total combined voting power of all classes of our stock entitled to vote,
is not a controlled foreign corporation related, directly or indirectly, to us
through stock ownership, and is not a bank receiving interest described in
Section 881(c)(3)(A) of the Code; (ii) the statement required by Section 871(h)
or Section 881(c) of the Code has been provided with respect to the beneficial
owner, as discussed below; (iii) such non-United States person is not an
individual who is present in the United States for 183 days or more in the
taxable year of disposition, and such individual does not have a "tax home" (as
defined in Section 911(d)(3) of the Code) or an office or other fixed place of
business in the United States; and (iv) such payment and gain are not
effectively connected with the conduct by such holder of a trade or business in
the United States.
Section 871(h) and 881(c) of the Code and applicable regulations require
that, in order to obtain the portfolio interest exemption from withholding tax,
either the beneficial owner of a note, or a securities clearing organization,
bank or other financial institution that holds customers' securities in the
ordinary course of its trade or business (a "financial institution") and that
is holding the note on behalf of such beneficial owner, file a statement with
the withholding agent to the effect that the beneficial owner of the note is a
non-United States person. Under United States Treasury Regulations, such
requirement will be fulfilled if the beneficial owner of a note certifies on
Internal Revenue Service Form W-8, Form W-8BEN, Form W-8IMY or any successor
form, as appropriate, under penalties of perjury, that it is a non-United
States person and provides its name and address, and any financial institution
holding the note on behalf of the beneficial owner files a statement with the
withholding agent to the effect that it has received such a statement from the
owner (and furnishes the withholding agent with a copy thereof). With respect
to a note held by a foreign partnership, under current law, the Form W-8, Form
W-8BEN, Form W-8IMY or any successor form, as appropriate, may be provided by
the foreign partnership. However, for payments with respect to a note after
December 31, 2000, unless the foreign partnership has entered into a
withholding agreement with the Internal Revenue Service, a foreign partnership
will be required, in addition to providing a Form W-8, Form W-8BEN, Form W-8IMY
or any successor form, as appropriate, to attach an appropriate certification
by each partner. If you are a prospective investor, you should
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consult your tax advisor regarding possible additional reporting requirements,
including requirements respecting foreign partnerships and their partners.
Under Section 2105(b) of the Code, a note held by an individual who is not
a citizen or resident of the United States at the time of his death will not be
subject to United States federal estate tax as a result of such individual's
death, provided that the individual does not own, actually or constructively,
10 percent or more of the total combined voting power of all classes of our
stock entitled to vote and, at the time of such individual's death, payments
with respect to such note would not have been effectively connected to the
conduct by such individual of a trade or business in the United States.
Backup Withholding and Information Reporting. Under current Treasury
Regulations, backup withholding at 31% will not apply to payments by us or any
paying agent made on a note if the certifications required by Sections 871(h)
and 881(c) are received, provided in each case that we or such paying agent, as
the case may be, do not have actual knowledge that the payee is a United States
person.
Under current Treasury Regulations, payments on the sale, exchange or
other disposition of a note made to or through a foreign office of a broker
generally will not be subject to backup withholding. However, if such broker is
a United States person, a controlled foreign corporation for United States tax
purposes, a foreign person 50 percent or more of whose gross income is
effectively connected with a United States trade or business for a specified
three-year period or, in the case of payments made after December 31, 2000, a
foreign partnership with certain connections to the United States, information
reporting will be required unless the broker has in its records documentary
evidence that the beneficial owner is a non-United States person and certain
other conditions are met or the beneficial owner otherwise establishes an
exemption. Backup withholding may apply to any payment which such broker is
required to report if such broker has actual knowledge that the payee is a
United States person. Payments to or through the United States office of a
broker will be subject to backup withholding and information reporting unless
the payee certifies, under penalties of perjury, that it is a non-United States
person or otherwise establishes an exemption.
If you are a non-United States person, you should consult your tax advisor
regarding the application of information reporting and backup withholding in
your particular situation, the availability of an exemption therefrom, and the
procedure for obtaining such an exemption, if available. Any amounts withheld
from a payment to a non-United States person under the backup withholding rules
will be allowed as a credit against such non-United States person's United
States federal income tax liability and may entitle such non-United States
person to a refund, provided that the required information is furnished to the
Internal Revenue Service.
ERISA
We and certain of our affiliates, including Morgan Stanley & Co.
Incorporated, "MS & Co.," Morgan Stanley & Co. International Limited, "MSIL,"
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 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., MSIL, DWR or any of their affiliates is a
service provider, unless the notes are acquired pursuant to an exemption from
the prohibited transaction rules.
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,
the "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;
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(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, the 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. 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.
UNDERWRITERS
Under the terms and subject to the conditions contained in an underwriting
agreement dated as of the date hereof, the underwriters named below, for whom
MS & Co. is acting as global representative, have severally agreed to purchase,
and we have agreed to sell to them, severally, the respective principal amount
of the notes due 2005 and the notes due 2010, set forth opposite their names
below:
Principal Amount Principal Amount
Name of notes due 2005 of notes due 2005
---- ----------------- -----------------
Morgan Stanley & Co. Incorporated............ $1,950,000,000 $445,000,000
ABN AMRO Incorporated ....................... $ 50,000,000 $ 5,000,000
Barclays Bank PLC ........................... $ 50,000,000 $ 5,000,000
Blaylock & Partners, L.P. ................... $ 50,000,000 $ 5,000,000
Commerzbank AG .............................. $ 50,000,000 $ 5,000,000
Credit Lyonnais Securities (USA), Inc. ...... $ 50,000,000 $ 5,000,000
Muriel Siebert & Co., Inc. .................. $ 50,000,000 $ 5,000,000
Ormes Capital Markets, Inc. ................. $ 50,000,000 $ 5,000,000
RBC Dominion Securities Corp................. $ 50,000,000 $ 5,000,000
Utendahl Capital Partners, L.P............... $ 50,000,000 $ 5,000,000
Westdeutsche Landesbank Girozentrale ........ $ 50,000,000 $ 5,000,000
The Williams Capital Group, L.P.............. $ 50,000,000 $ 5,000,000
-------------- ------------
Totals............................ $2,500,000,000 $500,000,000
============== ============
The underwriting agreement provides that the obligations of the
underwriters to pay for and accept delivery of the notes are subject to the
approval of certain legal matters by its counsel and to certain other
conditions. The underwriters are obligated to take and pay for all of the notes
due 2005 if any notes due 2005 are taken and to take and pay for all of the
notes due 2010 if any notes due 2010 are taken.
The underwriters initially propose to offer part of the notes due 2005
directly to the public at the public offering price set forth on the cover page
hereof and part to certain dealers at a price that represents a concession not
in excess of .20% of the principal amount of the notes due 2005. The
underwriters may allow, and those dealers may reallow, a concession not in
excess of .10% of the principal amount of the notes due 2005 to certain other
dealers. After the initial offering of the notes due 2005, the offering price
and other selling terms may from time to time be varied by the underwriters.
The underwriters initially propose to offer part of the notes due 2010
directly to the public at the public offering price set forth on the cover page
hereof and part to certain dealers at a price that represents a concession not
in excess of .30% of the principal amount of the notes due 2010. The
underwriters may allow, and those dealers may reallow, a concession not in
excess of .250% of the principal amount of the notes due 2010 to certain other
dealers. After the initial offering of the notes due 2010, the offering price
and other selling terms may from time to time be varied by the underwriters.
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The aggregate proceeds to MSDW are set forth on the cover page hereof
before deducting our expenses in offering the notes. We estimate that we will
spend approximately $1,380,000 for printing, rating agency, trustee's and legal
fees and other expenses allocable to the offering.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments the underwriters may be required to make in respect
thereof.
The notes are offered for sale in those jurisdictions in the United
States, Europe and Asia where it is legal to make such offers.
Each underwriter has represented and agreed that it will comply with all
applicable laws and regulations in force in any jurisdiction in which it
purchases, offers, sells or delivers the notes or possesses or distributes this
prospectus supplement or the accompanying prospectus and will obtain any
consent, approval or permission required by it for the purchase, offer or sale
by it of the notes under the laws and regulations in force in any jurisdiction
to which it is subject or in which it makes such purchases, offers or sales and
MSDW shall not have responsibility therefor.
With respect to notes to be offered or sold in the United Kingdom, each
underwriter and any dealer participating in the distribution of such notes has
represented and agreed, or will represent and agree, that: (i) it has not
offered or sold, and, prior to the expiry of the period of six months from the
issue date of the notes, will not offer or sell any notes to persons in the
United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances which
have not resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations 1995;
(ii) it has complied and will comply with all applicable provisions of the
Financial Services Act of 1986 with respect to anything done by it in relation
to such notes in, from or otherwise involving the United Kingdom; and (iii) it
has only issued or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the issue of the notes,
other than any document which consists of or any part of listing particulars,
supplementary listing particulars or any other document required or permitted
to be published by the listing rules under Part IV of the Financial Services
Act of 1986, to a person who is of a kind described in Article 11(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1996, as amended, or is a person to whom such document may otherwise lawfully
be issued or passed on.
Purchasers of the notes may be required to pay stamp taxes and other
charges in accordance with the laws and practices of the country of purchase in
addition to the issue price set forth on the cover page hereof.
The notes have not been, and will not be, registered under the Securities
and Exchange Law of Japan. Accordingly, the notes may not be offered or sold,
directly or indirectly, in Japan or to, or for the benefit of, any resident of
Japan (which term as used herein means any person resident in Japan including
any corporation or other entity organized under the laws of Japan) or to others
for the reoffering or resale, directly or indirectly, in Japan or to a resident
of Japan except pursuant to an exemption from the registration requirements of,
and otherwise in compliance with, the Securities and Exchange Law of Japan and
other relevant laws and regulations of Japan.
The notes may not be offered or sold in the Federal Republic of Germany
other than in compliance with the provisions of the German Sales Prospectus Act
(Wertpapier-Verkaufsprospektgesetz) of December 13, 1990, as amended, and of
any other laws applicable in the Federal Republic of Germany governing the
issue, offering and sale of securities.
This prospectus supplement and the accompanying prospectus may be used by
MS & Co. and other affiliates of ours in connection with offers and sales of
the notes in market-making transactions at negotiated prices related to
prevailing market prices at the time of sale or otherwise. MS & Co. and such
other affiliates of ours may act as principal or agent in such transactions.
MS & Co. is a wholly-owned subsidiary of ours. MS & Co.'s participation in
the offering of the notes will be conducted in compliance with Rule 2720 of the
Conduct Rules of the National Association of Securities Dealers, Inc.
The underwriters do not intend to confirm sales to accounts over which
they exercise discretionary authority.
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In order to facilitate the offering of the notes, the underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price
of the notes. Specifically, the underwriters may overallot in connection with
the offering of the notes, creating a short position in the notes for its own
account. In addition, to cover overallotments or to stabilize the price of the
notes, the underwriters may bid for, and purchase, the notes in the open
market. Finally, in the offering of the notes, the underwriters may reclaim
selling concessions allowed to a dealer for distributing the notes in the
offering if the underwriters repurchase previously distributed notes in
transactions to cover short positions, in stabilization transactions or
otherwise. Any of these activities may stabilize or maintain the market price
of the notes above independent market levels. The underwriters are not required
to engage in these activities and may end any of these activities at any time.
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