EXHIBIT 4-v
[FORM OF FACE OF SECURITY]
Senior S&P Indexed (Bear) Note
CUSIP NO. ________________
REGISTERED REGISTERED
No.______________________ $_____________
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.1
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1 Applies only if this Note is a Registered Global Security.
MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(S&P Indexed (Bear) Note)
TITLE: EQUITY LINKED NOTE DUE ___________ PRINCIPAL AMOUNT: $
TRADE DATE: ISSUE PRICE: 100%
ORIGINAL ISSUE DATE: INITIAL VALUE:
SETTLEMENT DATE: LEVERAGE FACTOR:
MATURITY DATE: REPAYMENT AMOUNT REPAYABLE AT
MATURITY: Principal Amount plus
interest equal to the greater of
(i) zero and (ii)
Principal x Leverage x (Initial Value - Final Value)
Amount Factor ---------------------------
Initial Value
where Final Value is the closing
value of the S&P 500 Index (such
value as calculated by Standard &
Poor's and published in the Wall
Street Journal) at the market
close on the Determination Date.
DETERMINATION DATE: or the next CALCULATION AGENT: [Morgan Stanley
preceding Business Day if such date & Co. Incorporated]
is not a Business Day.
REGISTRATION STATEMENT NUMBER: DEPOSITORY: The Depository Trust
Company or its successors
PRICING SUPPLEMENT NUMBER:
OTHER PROVISIONS:
Morgan Stanley Dean Witter & Co., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to Cede & Co., a nominee of The Depository Trust Company, or registered
assigns, the Repayment Amount as determined by the Calculation Agent in U.S.
Dollars, as set forth above and as defined on the reverse hereof, on the
Maturity Date specified above.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Senior Indenture, as defined on
the reverse hereof, or be valid or obligatory for any purpose.
2
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.
DATED: MORGAN STANLEY DEAN WITTER & CO.
By:_____________________________
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned
Senior Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: ______________________________
Authorized Officer
3
[FORM OF REVERSE OF SECURITY]
1. General. This Note is one of a duly authorized issue of
Senior Global Medium-Term Notes, Series C, having maturities more than nine
months from the date of issue (the "Notes") of the Issuer. The Notes are
issuable under an Amended and Restated Senior Indenture, dated as of May 1,
1999, between the Issuer and The Chase Manhattan Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior Indenture)
(as may be amended and supplemented from time to time, the "Senior Indenture"),
to which Senior Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of the Issuer,
the Trustee and Holders of the Notes and the terms upon which the Notes are, and
are to be, authenticated and delivered.
Payment of the principal of this Note and the interest due, if any, at
maturity will be made in immediately available funds upon surrender of this Note
at the office or agency of the Paying Agent, as defined below, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such other
paying agency as the Issuer may determine.
The Issuer has appointed The Chase Manhattan Bank at its corporate
trust office in The City of New York as the paying agent (the "Paying Agent,"
which term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.
The Issuer has appointed Morgan Stanley & Co. Incorporated as the
Calculation Agent (the "Calculation Agent," which term includes any additional
or successor Calculation Agent appointed by the Issuer) with respect to the
Notes. The terms of individual Notes may vary with respect to interest rates,
interest rate formulas, issue dates, maturity dates, or otherwise, all as
provided in the Senior Indenture. To the extent not inconsistent herewith, the
terms of the Senior Indenture are hereby incorporated by reference herein.
2. Repayment Amount. The Holder of this Note will be entitled to
receive an amount (the "Repayment Amount") at the Maturity Date equal to the
Principal Amount plus interest, if any (the "Interest Payment"), calculated in
accordance with the following sentence. The Interest Payment will be equal to
the greater of (i) zero and (ii)
Principal x Leverage Factor x (Initial Value - Final Value)
Amount (if any) ---------------------------
Initial Value
where Initial Value and Leverage Factor are specified on the face hereof and
Final Value is the closing value of the Standard & Poor's 500 Composite Stock
Price Index ("S&P 500 Index") (such value as calculated by Standard & Poor's
("S&P") and published in the Wall Street Journal) at the market close on the
Determination Date specified on the face hereof. If the Final Value is equal to
or greater than the Initial Value, a Holder of this Note will be repaid 100% of
the Principal Amount of this Note, but the Holder will not receive any Interest
Payment.
4
"Business Day," for purposes of this Note, is a day on which the New
York Stock Exchange, Inc. (the "New York Stock Exchange") is open for trading.
If any payment under this Note is to be made on a day on which
commercial banks in The City of New York are authorized or required by law or
regulation to close, the obligation to make such payment will be satisfied if it
is made on the next succeeding day on which commercial banks in The City of New
York are not authorized or required by law or regulation to close, and no
interest will accrue as a result of such delayed payment.
If S&P discontinues publication of the S&P 500 Index and S&P or another
entity publishes a successor or substitute index that the Calculation Agent
determines, in its sole discretion, to be comparable to the discontinued S&P 500
Index (such index being referred to hereinafter as a "Successor Index"), then,
upon the Calculation Agent's notification of such determination to the Trustee
and the Issuer, the Interest Payment shall be determined by reference to the
value of such Successor Index at the close of trading on the New York Stock
Exchange, the American Stock Exchange, Inc. (the "Amex") or the relevant
exchange or market for the Successor Index on the Determination Date.
Notwithstanding the foregoing, if the Calculation Agent determines that
a Market Disruption Event (as hereinafter defined) with respect to the S&P 500
Index (or a Successor Index) has occurred and is continuing on the Determination
Date, then the Final Value shall be the value of the S&P 500 Index (or the
Successor Index) at the close of trading on the New York Stock Exchange and Amex
(or on the relevant exchange or market for any Successor Index) on the next
preceding Business Day on which there was no Market Disruption Event.
"Market Disruption Event" in respect of the S&P 500 Index (or Successor
Index) means either of the following events:
(i) the suspension or material limitation of trading in 100 or
more of the securities included in the S&P 500 Index (or Successor
Index), or
(ii) the imposition of material adverse limitations on the prices
of 100 or more of the securities included in the S&P 500 Index (or
Successor Index),
in either case, on the exchange on which or in the market in which such
securities are primarily traded, provided, that a limitation on the hours in a
trading day and/or number or 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 or market.
All determinations made by the Calculation Agent and the Issuer shall
be at the sole discretion of the respective parties and shall, in the absence of
manifest error, be conclusive for all purposes and binding on the Issuer,
beneficial owners and Holders of this Note.
5
If the publication of the S&P 500 Index is discontinued and S&P or
another entity does not publish a Successor Index on the Determination Date, the
amount of the Interest Payment, if any, due on the Maturity Date will be
computed by the Calculation Agent which will determine a Final Value by
reference to the following formula:
(1) determining the component stocks of the S&P 500 Index or any
Successor Index (the "Component Stocks") as of the last date on which
either of such indices was calculated by S&P or another entity and
quoted on any quotation system (each such Component Stock a "Last
Component Stock");
(2) for each Last Component Stock, calculating as of the relevant
Business Day, the product of the market price per share and the number
of the then outstanding shares (such product referred to as the "Market
Value" of such Stock), by reference to (a) the closing market price per
share of such Last Component Stock as quoted by the New York Stock
Exchange or the Amex or any other nationally recognized stock exchange,
or if no such quotation is available, then the National Association of
Securities Dealers Automated Quotation National Market System
("NASDAQ," and, together with the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and other nationally recognized stock
exchanges, the "Exchanges") and (b) the most recent publicly available
statement of the number of outstanding shares of such Last Component
Stock;
(3) aggregating the Market Values obtained in clause (2) for all
Last Component Stocks;
(4) determining the Base Value (as defined in the Issuer's
Pricing Supplement referred to on the face hereof to the Registration
Statement referred to on the face hereof (the "Pricing Supplement")
under "Standard & Poor's 500 Composite Stock Price Index --Computation
of the S&P 500 Index") as of the last day on which either the S&P 500
Index or any Successor Index was published by S&P or another entity, as
adjusted thereafter as described below;
(5) dividing the aggregate Market Value of all Last Component
Stocks by the Base Value (adjusted as aforesaid); and
(6) multiplying the resulting quotient (expressed in decimals) by
ten.
If any Last Component Stock is no longer publicly traded on any
nationally recognized stock exchange, major regional stock exchange or in the
over-the-counter market, the last available market price per share for such Last
Component Stock as quoted by any exchange, and the number of outstanding shares
thereof at such time, will be used in computing the last available Market Value
of such Last Component Stock.
6
If a company that has issued a Last Component Stock and another company
that has issued a Last Component Stock are consolidated to form a new company,
the common stock of such new company will be considered a Last Component Stock
and the common stocks of the constituent companies will no longer be considered
Last Component Stocks. If any company that has issued a Last Component Stock
merges with, or acquires, a company that has not issued a Last Component Stock,
the common stock of the surviving corporation will, upon the effectiveness of
such merger or acquisition, be considered a Last Component Stock. However, in
each case, the Base Value will be adjusted in accordance with the formula set
forth in the Pricing Supplement in the last paragraph under "Standard & Poor's
500 Composite Stock Price Index -- Computation of the S&P 500 Index." As a
result of this adjustment, the Base Value immediately after such consolidation,
merger or acquisition will equal (a) the Base Value immediately prior to such
event, multiplied by (b) the quotient of the aggregate Market Value of all Last
Component Stocks immediately after such event, divided by the aggregate Market
Value for all Last Component Stocks immediately prior to such event.
If a company that has issued a Last Component Stock issues a stock
dividend, declares a stock split or issues new shares pursuant to the
acquisition of another company, then, in each case, the Base Value will be
adjusted (in accordance with the formula described below) so that, immediately
after the time the particular Last Component Stock commences trading
ex-dividend, the time the stock split becomes effective or the time new shares
of such Last Component Stock commence trading, the Base Value equals (a) the
Base Value immediately prior to such event, multiplied by (b) the quotient of
the aggregate Market Value for all Last Component Stocks immediately after such
event, divided by the aggregate Market Value of all Last Component Stocks
immediately prior to such event. The Base Value may not be adjusted by the
Calculation Agent in all cases in which S&P, in its discretion, would have
adjusted the Base Value.
If at any time the method of calculating the S&P 500 Index or a
Successor Index, or the value thereof, is changed in a material respect, or if
the S&P 500 Index or a Successor Index is in any other way modified so that such
index does not, in the opinion of the Calculation Agent, fairly represent the
value of the S&P 500 Index or such Successor Index had such changes or
modifications not been made, then, from and after such time, the Calculation
Agent shall, at the close of business in the City of New York on each date the
closing value with respect to the Final Value is to be calculated, make such
calculations and adjustments as, in the good faith judgment of the Calculation
Agent, may be necessary in order to arrive at a value of a stock index
comparable to the S&P 500 Index or such Successor Index, as the case may be, as
if such changes or modifications had not been made, and calculate the Interest
Payment with reference to the S&P 500 Index or such Successor Index, as
adjusted. Accordingly, if the method of calculating the S&P 500 Index or a
Successor Index is modified so that the value of such Index is a fraction of
what it would have been if it had not been modified (e.g., due to a split in the
index), then the Calculation Agent shall adjust such index in order to arrive at
a value of the S&P 500 Index or such Successor Index as if it had not been
modified (e.g., as if such split had not occurred).
7
Upon any selection by the Calculation Agent of a Successor Index, the
Calculation Agent shall cause written notice thereof to be furnished to the
registered Holder of this Note within three Business Days of such selection. If
S&P discontinues publication of the S&P 500 Index prior to the Determination
Date and the Calculation Agent determines that no Successor Index is available
at such time, then on each Business Day until the earlier to occur of (i) the
Determination Date and (ii) a determination by the Calculation Agent that a
Successor Index is available, the Calculation Agent shall determine the value
that would be used in computing the Interest Payment as if such day were the
Determination Date. The Calculation Agent shall cause notice of each such value
to be provided to the registered Holder of this Note on each succeeding Business
Day until and including the Determination Date (unless a Successor Index is
prior thereto determined to be available). Notwithstanding these alternative
arrangements, discontinuance of the publication of the S&P 500 Index may
adversely affect the value of this Note.
3. Acceleration upon Event of Default. In case an Event of Default
with respect to this Note shall have occurred and be continuing, the amount
declared due and payable upon any acceleration of this Note will be determined
by the Calculation Agent and will be equal to the sum of (i) the "issue price"
of the "noncontingent debt instrument" plus "original issue discount" accrued to
the date of acceleration and (ii) the "exercise price" of the "property right"
determined as though the Determination Date were the date of acceleration. For
these purposes, "issue price," "noncontingent debt instrument," "original issue
discount," "exercise price" and "property right" have the meanings and values
assigned to them under "Certain Federal Income Tax Considerations" in the
Pricing Supplement and apply to any and all Holders of the Note including
Holders who are not United States Holders as defined in the Pricing Supplement.
4. Other Provisions. Unless otherwise provided on the face hereof,
this Note will not be subject to any sinking fund and will not be redeemable or
subject to repayment at the option of the Holder or the Issuer prior to the
Maturity Date.
This Note and all the obligations of the Issuer hereunder are direct,
unsecured obligations of the Issuer and rank without preference or priority
among themselves and pari passu with all other existing and future unsecured and
unsubordinated indebtedness of the Issuer, subject to certain statutory
exceptions in the event of liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and is
issuable only in denominations of U.S. $1,000 and any integral multiple of U.S.
$1,000 in excess thereof.
The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered Holder hereof in person or by the
Holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor,
8
a new Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms and
conditions set forth herein; that the Trustee will not be required (i) to
register the transfer of or exchange any Note that has been called for
redemption in whole or in part, except the unredeemed portion of Notes being
redeemed in part, (ii) to register the transfer of or exchange any Note if the
holder thereof has exercised his right, if any, to require the Issuer to
repurchase such Note in whole or in part, except the portion of such Note not
required to be repurchased, or (iii) to register the transfer of or exchange
Notes to the extent and during the period so provided in the Senior Indenture
with respect to the redemption of Notes. Notes are exchangeable at said office
for other Notes of other authorized denominations of equal aggregate principal
amount having identical terms and provisions. All such exchanges and transfers
of Notes will be free of charge, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and executed by the
registered Holder in person or by the Holder's attorney duly authorized in
writing. The date of registration of any Note delivered upon any exchange or
transfer of Notes shall be such that no gain or loss of interest results from
such exchange or transfer.
In case this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, the Issuer in its discretion may execute a new Note of
like tenor in exchange for this Note, but, if this Note was destroyed, lost or
stolen, only upon receipt of evidence satisfactory to the Trustee and this Note
was destroyed or lost or stolen and, if required, upon receipt also of indemnity
satisfactory to each of them. All expenses and reasonable charges associated
with procuring such indemnity and with the preparation, authentication and
delivery of a new Note shall be borne by the owner of the Note mutilated,
defaced, destroyed, lost or stolen.
The Senior Indenture provides that (a) if an Event of Default (as
defined in the Senior Indenture) due to the default in payment of principal of,
premium, if any, or interest on, any series of debt securities issued under the
Senior Indenture, including the series of Senior Medium-Term Notes of which this
Note forms a part, or due to the default in the performance or breach of any
other covenant or warranty of the Issuer applicable to the debt securities of
such series but not applicable to all outstanding debt securities issued under
the Senior Indenture shall have occurred and be continuing, either the Trustee
or the holders of not less than 25% in principal amount of the debt securities
of each affected series (voting as a single class) may then declare the
principal of all debt securities of all such series and interest accrued thereon
to be due and payable immediately and (b) if an Event of Default due to a
default in the performance of any other of the covenants or agreements in the
Senior Indenture applicable to all outstanding debt securities issued
thereunder, including this Note, or due to certain events of bankruptcy or
insolvency of the Issuer, shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of all debt
securities issued under the Senior Indenture then outstanding (treated as one
class) may declare the principal of all such debt securities and interest
accrued thereon to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past
9
defaults may be waived (except a continuing default in payment of principal (or
premium, if any) or interest on such debt securities) by the holders of a
majority in principal amount of the debt securities of all affected series then
outstanding.
The Senior Indenture permits the Issuer and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal amount
of the debt securities of all series issued under the Senior Indenture then
outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any matter the rights of the
holders of each series so affected; provided that the Issuer and the Trustee may
not, without the consent of the holder of each outstanding debt security
affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption or
repayment thereof, or change the currency of payment thereof, or modify or amend
the provisions for conversion of any currency into any other currency, or modify
or amend the provisions for conversion or exchange of the debt security for
securities of the Issuer or other entities (other than as provided in the
antidilution provisions or other similar adjustment provisions of the debt
securities or otherwise in accordance with the terms thereof), or impair or
affect the rights of any holder to institute suit for the payment thereof
without the written consent of the holder of each debt security so affected or
(b) reduce the aforesaid percentage in principal amount of debt securities the
consent of the holders of which is required for any such supplemental indenture.
So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the Notes.
The Issuer may designate other agencies for the payment of said principal,
premium and interest at such place or places (subject to applicable laws and
regulations) as the Issuer may decide. So long as there shall be such an agency,
the Issuer shall keep the Trustee advised of the names and locations of such
agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the Trustee or
any Paying Agent for payment of the principal of or interest or premium, if any,
on any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee or such Paying Agent
shall notify the Holders of such Notes that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting in
any way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, of this Note as the same shall become due.
No provision of this Note or of the Senior Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to pay
the principal and interest, if any, on this Note at
10
the time, place, and rate, and in the coin or currency, herein prescribed unless
otherwise agreed between the Issuer and the registered Holder of this Note.
Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Holder in whose name this Note is registered as the owner hereof for all
purposes whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal or the
interest, if any, on this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Senior Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Senior Indenture.
11
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT -________________Custodian___________________________
(Minor) (Cust)
Under Uniform Gifts to Minors Act_______________________________
(State)
Additional abbreviations may also be used though not in the above list.
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12
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
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[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.
Dated:_________________________
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever.
13
[FORM OF FACE OF SECURITY]
Senior S&P Indexed (Bear) Note
CUSIP NO. ________________
REGISTERED REGISTERED
No.______________________ $_____________
Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner
hereof, Cede & Co., has an interest herein.1
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1 Applies only if this Note is a Registered Global Security.
MORGAN STANLEY DEAN WITTER & CO.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(S&P Indexed (Bear) Note)
TITLE: EQUITY LINKED NOTE DUE ___________ PRINCIPAL AMOUNT: $
TRADE DATE: ISSUE PRICE: 100%
ORIGINAL ISSUE DATE: INITIAL VALUE:
SETTLEMENT DATE: LEVERAGE FACTOR:
MATURITY DATE: REPAYMENT AMOUNT REPAYABLE AT
MATURITY: Principal Amount plus
interest equal to the greater of
(i) zero and (ii)
Principal x Leverage x (Initial Value - Final Value)
Amount Factor ---------------------------
Initial Value
where Final Value is the closing
value of the S&P 500 Index (such
value as calculated by Standard &
Poor's and published in the Wall
Street Journal) at the market
close on the Determination Date.
DETERMINATION DATE: or the next CALCULATION AGENT: [Morgan Stanley
preceding Business Day if such date & Co. Incorporated]
is not a Business Day.
REGISTRATION STATEMENT NUMBER: DEPOSITORY: The Depository Trust
Company or its successors
PRICING SUPPLEMENT NUMBER:
OTHER PROVISIONS:
Morgan Stanley Dean Witter & Co., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to Cede & Co., a nominee of The Depository Trust Company, or registered
assigns, the Repayment Amount as determined by the Calculation Agent in U.S.
Dollars, as set forth above and as defined on the reverse hereof, on the
Maturity Date specified above.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Note
shall not be entitled to any benefit under the Senior Indenture, as defined on
the reverse hereof, or be valid or obligatory for any purpose.
2
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.
DATED: MORGAN STANLEY DEAN WITTER & CO.
By:_____________________________
Name:
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned
Senior Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: ______________________________
Authorized Officer
3
[FORM OF REVERSE OF SECURITY]
1. General. This Note is one of a duly authorized issue of
Senior Global Medium-Term Notes, Series C, having maturities more than nine
months from the date of issue (the "Notes") of the Issuer. The Notes are
issuable under an Amended and Restated Senior Indenture, dated as of May 1,
1999, between the Issuer and The Chase Manhattan Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior Indenture)
(as may be amended and supplemented from time to time, the "Senior Indenture"),
to which Senior Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities of the Issuer,
the Trustee and Holders of the Notes and the terms upon which the Notes are, and
are to be, authenticated and delivered.
Payment of the principal of this Note and the interest due, if any, at
maturity will be made in immediately available funds upon surrender of this Note
at the office or agency of the Paying Agent, as defined below, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such other
paying agency as the Issuer may determine.
The Issuer has appointed The Chase Manhattan Bank at its corporate
trust office in The City of New York as the paying agent (the "Paying Agent,"
which term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes.
The Issuer has appointed Morgan Stanley & Co. Incorporated as the
Calculation Agent (the "Calculation Agent," which term includes any additional
or successor Calculation Agent appointed by the Issuer) with respect to the
Notes. The terms of individual Notes may vary with respect to interest rates,
interest rate formulas, issue dates, maturity dates, or otherwise, all as
provided in the Senior Indenture. To the extent not inconsistent herewith, the
terms of the Senior Indenture are hereby incorporated by reference herein.
2. Repayment Amount. The Holder of this Note will be entitled to
receive an amount (the "Repayment Amount") at the Maturity Date equal to the
Principal Amount plus interest, if any (the "Interest Payment"), calculated in
accordance with the following sentence. The Interest Payment will be equal to
the greater of (i) zero and (ii)
Principal x Leverage Factor x (Initial Value - Final Value)
Amount (if any) ---------------------------
Initial Value
where Initial Value and Leverage Factor are specified on the face hereof and
Final Value is the closing value of the Standard & Poor's 500 Composite Stock
Price Index ("S&P 500 Index") (such value as calculated by Standard & Poor's
("S&P") and published in the Wall Street Journal) at the market close on the
Determination Date specified on the face hereof. If the Final Value is equal to
or greater than the Initial Value, a Holder of this Note will be repaid 100% of
the Principal Amount of this Note, but the Holder will not receive any Interest
Payment.
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"Business Day," for purposes of this Note, is a day on which the New
York Stock Exchange, Inc. (the "New York Stock Exchange") is open for trading.
If any payment under this Note is to be made on a day on which
commercial banks in The City of New York are authorized or required by law or
regulation to close, the obligation to make such payment will be satisfied if it
is made on the next succeeding day on which commercial banks in The City of New
York are not authorized or required by law or regulation to close, and no
interest will accrue as a result of such delayed payment.
If S&P discontinues publication of the S&P 500 Index and S&P or another
entity publishes a successor or substitute index that the Calculation Agent
determines, in its sole discretion, to be comparable to the discontinued S&P 500
Index (such index being referred to hereinafter as a "Successor Index"), then,
upon the Calculation Agent's notification of such determination to the Trustee
and the Issuer, the Interest Payment shall be determined by reference to the
value of such Successor Index at the close of trading on the New York Stock
Exchange, the American Stock Exchange, Inc. (the "Amex") or the relevant
exchange or market for the Successor Index on the Determination Date.
Notwithstanding the foregoing, if the Calculation Agent determines that
a Market Disruption Event (as hereinafter defined) with respect to the S&P 500
Index (or a Successor Index) has occurred and is continuing on the Determination
Date, then the Final Value shall be the value of the S&P 500 Index (or the
Successor Index) at the close of trading on the New York Stock Exchange and Amex
(or on the relevant exchange or market for any Successor Index) on the next
preceding Business Day on which there was no Market Disruption Event.
"Market Disruption Event" in respect of the S&P 500 Index (or Successor
Index) means either of the following events:
(i) the suspension or material limitation of trading in 100 or
more of the securities included in the S&P 500 Index (or Successor
Index), or
(ii) the imposition of material adverse limitations on the prices
of 100 or more of the securities included in the S&P 500 Index (or
Successor Index),
in either case, on the exchange on which or in the market in which such
securities are primarily traded, provided, that a limitation on the hours in a
trading day and/or number or 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 or market.
All determinations made by the Calculation Agent and the Issuer shall
be at the sole discretion of the respective parties and shall, in the absence of
manifest error, be conclusive for all purposes and binding on the Issuer,
beneficial owners and Holders of this Note.
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If the publication of the S&P 500 Index is discontinued and S&P or
another entity does not publish a Successor Index on the Determination Date, the
amount of the Interest Payment, if any, due on the Maturity Date will be
computed by the Calculation Agent which will determine a Final Value by
reference to the following formula:
(1) determining the component stocks of the S&P 500 Index or any
Successor Index (the "Component Stocks") as of the last date on which
either of such indices was calculated by S&P or another entity and
quoted on any quotation system (each such Component Stock a "Last
Component Stock");
(2) for each Last Component Stock, calculating as of the relevant
Business Day, the product of the market price per share and the number
of the then outstanding shares (such product referred to as the "Market
Value" of such Stock), by reference to (a) the closing market price per
share of such Last Component Stock as quoted by the New York Stock
Exchange or the Amex or any other nationally recognized stock exchange,
or if no such quotation is available, then the National Association of
Securities Dealers Automated Quotation National Market System
("NASDAQ," and, together with the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and other nationally recognized stock
exchanges, the "Exchanges") and (b) the most recent publicly available
statement of the number of outstanding shares of such Last Component
Stock;
(3) aggregating the Market Values obtained in clause (2) for all
Last Component Stocks;
(4) determining the Base Value (as defined in the Issuer's
Pricing Supplement referred to on the face hereof to the Registration
Statement referred to on the face hereof (the "Pricing Supplement")
under "Standard & Poor's 500 Composite Stock Price Index --Computation
of the S&P 500 Index") as of the last day on which either the S&P 500
Index or any Successor Index was published by S&P or another entity, as
adjusted thereafter as described below;
(5) dividing the aggregate Market Value of all Last Component
Stocks by the Base Value (adjusted as aforesaid); and
(6) multiplying the resulting quotient (expressed in decimals) by
ten.
If any Last Component Stock is no longer publicly traded on any
nationally recognized stock exchange, major regional stock exchange or in the
over-the-counter market, the last available market price per share for such Last
Component Stock as quoted by any exchange, and the number of outstanding shares
thereof at such time, will be used in computing the last available Market Value
of such Last Component Stock.
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If a company that has issued a Last Component Stock and another company
that has issued a Last Component Stock are consolidated to form a new company,
the common stock of such new company will be considered a Last Component Stock
and the common stocks of the constituent companies will no longer be considered
Last Component Stocks. If any company that has issued a Last Component Stock
merges with, or acquires, a company that has not issued a Last Component Stock,
the common stock of the surviving corporation will, upon the effectiveness of
such merger or acquisition, be considered a Last Component Stock. However, in
each case, the Base Value will be adjusted in accordance with the formula set
forth in the Pricing Supplement in the last paragraph under "Standard & Poor's
500 Composite Stock Price Index -- Computation of the S&P 500 Index." As a
result of this adjustment, the Base Value immediately after such consolidation,
merger or acquisition will equal (a) the Base Value immediately prior to such
event, multiplied by (b) the quotient of the aggregate Market Value of all Last
Component Stocks immediately after such event, divided by the aggregate Market
Value for all Last Component Stocks immediately prior to such event.
If a company that has issued a Last Component Stock issues a stock
dividend, declares a stock split or issues new shares pursuant to the
acquisition of another company, then, in each case, the Base Value will be
adjusted (in accordance with the formula described below) so that, immediately
after the time the particular Last Component Stock commences trading
ex-dividend, the time the stock split becomes effective or the time new shares
of such Last Component Stock commence trading, the Base Value equals (a) the
Base Value immediately prior to such event, multiplied by (b) the quotient of
the aggregate Market Value for all Last Component Stocks immediately after such
event, divided by the aggregate Market Value of all Last Component Stocks
immediately prior to such event. The Base Value may not be adjusted by the
Calculation Agent in all cases in which S&P, in its discretion, would have
adjusted the Base Value.
If at any time the method of calculating the S&P 500 Index or a
Successor Index, or the value thereof, is changed in a material respect, or if
the S&P 500 Index or a Successor Index is in any other way modified so that such
index does not, in the opinion of the Calculation Agent, fairly represent the
value of the S&P 500 Index or such Successor Index had such changes or
modifications not been made, then, from and after such time, the Calculation
Agent shall, at the close of business in the City of New York on each date the
closing value with respect to the Final Value is to be calculated, make such
calculations and adjustments as, in the good faith judgment of the Calculation
Agent, may be necessary in order to arrive at a value of a stock index
comparable to the S&P 500 Index or such Successor Index, as the case may be, as
if such changes or modifications had not been made, and calculate the Interest
Payment with reference to the S&P 500 Index or such Successor Index, as
adjusted. Accordingly, if the method of calculating the S&P 500 Index or a
Successor Index is modified so that the value of such Index is a fraction of
what it would have been if it had not been modified (e.g., due to a split in the
index), then the Calculation Agent shall adjust such index in order to arrive at
a value of the S&P 500 Index or such Successor Index as if it had not been
modified (e.g., as if such split had not occurred).
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Upon any selection by the Calculation Agent of a Successor Index, the
Calculation Agent shall cause written notice thereof to be furnished to the
registered Holder of this Note within three Business Days of such selection. If
S&P discontinues publication of the S&P 500 Index prior to the Determination
Date and the Calculation Agent determines that no Successor Index is available
at such time, then on each Business Day until the earlier to occur of (i) the
Determination Date and (ii) a determination by the Calculation Agent that a
Successor Index is available, the Calculation Agent shall determine the value
that would be used in computing the Interest Payment as if such day were the
Determination Date. The Calculation Agent shall cause notice of each such value
to be provided to the registered Holder of this Note on each succeeding Business
Day until and including the Determination Date (unless a Successor Index is
prior thereto determined to be available). Notwithstanding these alternative
arrangements, discontinuance of the publication of the S&P 500 Index may
adversely affect the value of this Note.
3. Acceleration upon Event of Default. In case an Event of Default
with respect to this Note shall have occurred and be continuing, the amount
declared due and payable upon any acceleration of this Note will be determined
by the Calculation Agent and will be equal to the sum of (i) the "issue price"
of the "noncontingent debt instrument" plus "original issue discount" accrued to
the date of acceleration and (ii) the "exercise price" of the "property right"
determined as though the Determination Date were the date of acceleration. For
these purposes, "issue price," "noncontingent debt instrument," "original issue
discount," "exercise price" and "property right" have the meanings and values
assigned to them under "Certain Federal Income Tax Considerations" in the
Pricing Supplement and apply to any and all Holders of the Note including
Holders who are not United States Holders as defined in the Pricing Supplement.
4. Other Provisions. Unless otherwise provided on the face hereof,
this Note will not be subject to any sinking fund and will not be redeemable or
subject to repayment at the option of the Holder or the Issuer prior to the
Maturity Date.
This Note and all the obligations of the Issuer hereunder are direct,
unsecured obligations of the Issuer and rank without preference or priority
among themselves and pari passu with all other existing and future unsecured and
unsubordinated indebtedness of the Issuer, subject to certain statutory
exceptions in the event of liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or exchange
hereof, is issuable only in fully registered form, without coupons, and is
issuable only in denominations of U.S. $1,000 and any integral multiple of U.S.
$1,000 in excess thereof.
The Trustee has been appointed registrar for the Notes, and the Trustee
will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered Holder hereof in person or by the
Holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor,
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a new Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms and
conditions set forth herein; that the Trustee will not be required (i) to
register the transfer of or exchange any Note that has been called for
redemption in whole or in part, except the unredeemed portion of Notes being
redeemed in part, (ii) to register the transfer of or exchange any Note if the
holder thereof has exercised his right, if any, to require the Issuer to
repurchase such Note in whole or in part, except the portion of such Note not
required to be repurchased, or (iii) to register the transfer of or exchange
Notes to the extent and during the period so provided in the Senior Indenture
with respect to the redemption of Notes. Notes are exchangeable at said office
for other Notes of other authorized denominations of equal aggregate principal
amount having identical terms and provisions. All such exchanges and transfers
of Notes will be free of charge, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge in connection
therewith. All Notes surrendered for exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and executed by the
registered Holder in person or by the Holder's attorney duly authorized in
writing. The date of registration of any Note delivered upon any exchange or
transfer of Notes shall be such that no gain or loss of interest results from
such exchange or transfer.
In case this Note shall at any time become mutilated, defaced or be
destroyed, lost or stolen and this Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, the Issuer in its discretion may execute a new Note of
like tenor in exchange for this Note, but, if this Note was destroyed, lost or
stolen, only upon receipt of evidence satisfactory to the Trustee and this Note
was destroyed or lost or stolen and, if required, upon receipt also of indemnity
satisfactory to each of them. All expenses and reasonable charges associated
with procuring such indemnity and with the preparation, authentication and
delivery of a new Note shall be borne by the owner of the Note mutilated,
defaced, destroyed, lost or stolen.
The Senior Indenture provides that (a) if an Event of Default (as
defined in the Senior Indenture) due to the default in payment of principal of,
premium, if any, or interest on, any series of debt securities issued under the
Senior Indenture, including the series of Senior Medium-Term Notes of which this
Note forms a part, or due to the default in the performance or breach of any
other covenant or warranty of the Issuer applicable to the debt securities of
such series but not applicable to all outstanding debt securities issued under
the Senior Indenture shall have occurred and be continuing, either the Trustee
or the holders of not less than 25% in principal amount of the debt securities
of each affected series (voting as a single class) may then declare the
principal of all debt securities of all such series and interest accrued thereon
to be due and payable immediately and (b) if an Event of Default due to a
default in the performance of any other of the covenants or agreements in the
Senior Indenture applicable to all outstanding debt securities issued
thereunder, including this Note, or due to certain events of bankruptcy or
insolvency of the Issuer, shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of all debt
securities issued under the Senior Indenture then outstanding (treated as one
class) may declare the principal of all such debt securities and interest
accrued thereon to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past
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defaults may be waived (except a continuing default in payment of principal (or
premium, if any) or interest on such debt securities) by the holders of a
majority in principal amount of the debt securities of all affected series then
outstanding.
The Senior Indenture permits the Issuer and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal amount
of the debt securities of all series issued under the Senior Indenture then
outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any matter the rights of the
holders of each series so affected; provided that the Issuer and the Trustee may
not, without the consent of the holder of each outstanding debt security
affected thereby, (a) extend the final maturity of any such debt security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption or
repayment thereof, or change the currency of payment thereof, or modify or amend
the provisions for conversion of any currency into any other currency, or modify
or amend the provisions for conversion or exchange of the debt security for
securities of the Issuer or other entities (other than as provided in the
antidilution provisions or other similar adjustment provisions of the debt
securities or otherwise in accordance with the terms thereof), or impair or
affect the rights of any holder to institute suit for the payment thereof
without the written consent of the holder of each debt security so affected or
(b) reduce the aforesaid percentage in principal amount of debt securities the
consent of the holders of which is required for any such supplemental indenture.
So long as this Note shall be outstanding, the Issuer will cause to be
maintained an office or agency for the payment of the principal of and premium,
if any, and interest on this Note as herein provided in the Borough of
Manhattan, The City of New York, and an office or agency in said Borough of
Manhattan for the registration, transfer and exchange as aforesaid of the Notes.
The Issuer may designate other agencies for the payment of said principal,
premium and interest at such place or places (subject to applicable laws and
regulations) as the Issuer may decide. So long as there shall be such an agency,
the Issuer shall keep the Trustee advised of the names and locations of such
agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the Trustee or
any Paying Agent for payment of the principal of or interest or premium, if any,
on any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee or such Paying Agent
shall notify the Holders of such Notes that such moneys shall be repaid to the
Issuer and any person claiming such moneys shall thereafter look only to the
Issuer for payment thereof and (ii) such moneys shall be so repaid to the
Issuer. Upon such repayment all liability of the Trustee or such Paying Agent
with respect to such moneys shall thereupon cease, without, however, limiting in
any way any obligation that the Issuer may have to pay the principal of or
interest or premium, if any, of this Note as the same shall become due.
No provision of this Note or of the Senior Indenture shall alter or
impair the obligation of the Issuer, which is absolute and unconditional, to pay
the principal and interest, if any, on this Note at
10
the time, place, and rate, and in the coin or currency, herein prescribed unless
otherwise agreed between the Issuer and the registered Holder of this Note.
Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Holder in whose name this Note is registered as the owner hereof for all
purposes whether or not this Note be overdue, and none of the Issuer, the
Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal or the
interest, if any, on this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Senior Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Senior Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT -________________Custodian___________________________
(Minor) (Cust)
Under Uniform Gifts to Minors Act_______________________________
(State)
Additional abbreviations may also be used though not in the above list.
-----------------------
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
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[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
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[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing such person attorney to transfer such note on the books of the
Issuer, with full power of substitution in the premises.
Dated:_________________________
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever.
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