EXHIBIT 4-s
[FORM OF FACE OF SECURITY]
TEMPORARY GLOBAL FIXED RATE SENIOR BEARER NOTE
BEARER BEARER
No. TGFXR
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE, AS
AMENDED.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR AN INTEREST IN A
PERMANENT GLOBAL BEARER NOTE, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
THIS NOTE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
AND EXCHANGE LAW OF JAPAN. THIS NOTE 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 RE-OFFERING OR RE-SALE, 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.(1)
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(1) If this Note is offered in Japan or denominated in Japanese Yen,
appropriate legends need to be added.
MORGAN STANLEY DEAN WITTER & CO.
GLOBAL MEDIUM-TERM NOTE, SERIES [D/E]
Temporary Global Fixed Rate Senior Bearer Note
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ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: MATURITY DATE:
DATE:
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INTEREST ACCRUAL INITIAL REDEMPTION INTEREST PAYMENT OPTIONAL REPAY
DATE: PERCENTAGE: DATE(S): MENT DATE(S):
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SPECIFIED CURRENCY: ANNUAL REDEMPTION EUROCLEAR NO.: MINIMUM DENOMINA-
PERCENTAGE TIONS:
REDUCTION:
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EXCHANGE RATE REDEMPTION NOTICE CLEARSTREAM NO.: APPLICABILITY OF
AGENT: PERIOD:(2) MODIFIED PAYMENT
UPON
ACCELERATION OR
REDEMPTION:
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INITIAL OFFERING EXCHANGE FOR COMMON CODE: If yes, state Issue Price:
DATE: REGISTERED NOTES:
[NO](3)
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OTHER PROVISIONS: ISIN: ORIGINAL YIELD TO
MATURITY:
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Morgan Stanley Dean Witter & Co., a Delaware corporation (together with
its successors and assigns, the "Issuer"), for value received, hereby promises
to pay to bearer, upon surrender hereof, the principal amount specified in
Schedule A hereto, on the Maturity Date specified above (except to the extent
previously redeemed or repaid) and to pay interest thereon at the Interest Rate
per annum specified above from and including the Interest Accrual Date
specified above until but excluding the date the principal amount is paid or
duly made available for payment (except as provided below), weekly, monthly,
quarterly, semi-annually or annually in arrears on the Interest Payment Dates
specified above in each year commencing on the Interest Payment Date next
succeeding the Interest Accrual Date specified above, and at maturity (or on
any redemption or repayment date); provided, however, that if the Interest
Accrual Date occurs fifteen calendar days or less prior to the first Interest
Payment Date occurring after the Interest Accrual Date, interest payments will
commence on the second Interest Payment Date succeeding the Interest Accrual
Date.
Interest on this Note will accrue from and including the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided
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(2) Applicable if other than 30-60 calendar days. Consult with Euroclear
or Clearstream if a shorter redemption is requested. A minimum of 10 calendar
days may be possible.
(3) Unless explicitly stated otherwise in term sheet, MSDW practice has
been to exclude this option.
2
for, from and including the Interest Accrual Date, until but excluding the date
the principal amount hereof has been paid or duly made available for payment.
Upon any payment of interest on this Note, the Principal Paying Agent (as
defined below) shall cause Schedule A of this Note to be endorsed to reflect
such payment. No payment on this Note will be made at any office or agency of
the Issuer in the United States or by check mailed to an address in the United
States (as defined below) or by wire transfer to an account maintained by the
holder of this Note with a bank in the United States except as may be permitted
under United States federal tax laws and regulations then in effect without
adverse tax consequences to the Issuer. Notwithstanding the foregoing, in the
event that payment in U.S. dollars of the full amount payable on this Note at
the offices of all Paying Agents (as defined below) would be illegal or
effectively precluded as a result of exchange controls or similar restrictions,
payment on this Note will be made by a paying agency in the United States, if
such paying agency, under applicable law and regulations, would be able to make
such payment. Notwithstanding any other provision of this Note, no payment of
principal or interest shall be made on any portion of this Note unless there
shall have been delivered to the Principal Paying Agent a certificate
substantially in the form of Exhibit A hereto with respect to the portion of
this Note with respect to which such principal or interest is to be paid. Such
certificate shall have been delivered to the Principal Paying Agent by
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"),
and Clearstream Banking, societe anonyme ("Clearstream, Luxembourg"), and/or
any other relevant clearing system (including Euroclear France) as the case may
be, and shall be based on a certificate substantially in the form of Exhibit B
hereto provided to Euroclear, Clearstream, Luxembourg and/or any other relevant
clearing system, as the case may be, by those of its account holders who are to
receive such payment of principal or interest.
This Note is issued in temporary global bearer form and represents all or
a portion of a duly authorized issue of Global Medium-Term Notes, Series [D/E]
(the "Notes"), issued under an Amended and Restated Senior Indenture, dated as
of May 1, 1999, between the Issuer and JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank), as Trustee (the "Trustee," which term includes any
successor trustee under the Senior Indenture) (as may be amended or
supplemented from time to time, the "Senior Indenture"), to which Senior
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities of the Issuer, the Trustee and holders of the Notes and the terms
upon which the Notes are, and are to be, authenticated and delivered. The
Issuer has appointed JPMorgan Chase Bank, London Branch, as its principal
paying agent for the Notes (the "Principal Paying Agent," which term includes
any additional or successor Principal Paying Agent appointed by the Issuer).
Except as otherwise provided herein, this Note is governed by the terms
and conditions of the Permanent Global Fixed Rate Senior Bearer Note (the
"Permanent Global Bearer Note") to be issued in exchange for this Note, which
terms and conditions are hereby incorporated by reference herein mutatis
mutandis and shall be binding on the Issuer and the holder hereof as if fully
set forth herein. The form of the Permanent Global Bearer Note is attached
hereto.
3
This Note is exchangeable in whole or from time to time in part on or
after the Exchange Date (as defined below) for an interest (equal to the
principal amount of the portion of this Note being exchanged) in a single
Permanent Global Bearer Note upon the request of Euroclear, Clearstream,
Luxembourg and/or any other relevant clearing system, acting on behalf of the
owner of a beneficial interest in this Note, to the Principal Paying Agent upon
delivery to the Principal Paying Agent of a certificate substantially in the
form of Exhibit A hereto with respect to the portion of this Note to be
exchanged. Such certificate shall have been delivered to the Principal Paying
Agent by Euroclear, Clearstream, Luxembourg and/or any other relevant clearing
system, as the case may be, and shall be based on a certificate substantially
in the form of Exhibit B hereto provided to Euroclear, Clearstream, Luxembourg
and/or any other relevant clearing system, as the case may be, by those of its
account holders having an interest in the portion hereof to be exchanged.
Notwithstanding the foregoing, if this Note is subject to a tax redemption as
described on the reverse of the Permanent Global Bearer Note attached hereto,
interests in this Note may be exchanged for interests in a Permanent Global
Bearer Note on and after such redemption date as if such redemption date had
been the Exchange Date, subject to receipt of the certificates described in the
preceding sentence. Upon exchange of any portion of this Note for an interest
in a Permanent Global Bearer Note, the Principal Paying Agent shall cause
Schedule A of this Note to be endorsed to reflect the reduction of its
principal amount by an amount equal to the aggregate principal amount being so
exchanged. Except as otherwise provided herein, until exchanged for a Permanent
Global Bearer Note, this Note shall in all respects be entitled to the same
benefits under the Senior Indenture as a duly authenticated and delivered
Permanent Global Bearer Note.
As used herein:
(a) the term "Exchange Date" means the date that is 40 calendar days
after the date on which the Issuer receives the proceeds of the sale of
this Note (the "Closing Date"), provided that if an interest represented
by this Note is held by Morgan Stanley & Co. International Limited, or any
other manager participating in the distribution of the tranche of Notes of
which this Note forms a part, as part of an unsold allotment or
subscription more than 40 calendar days after the Closing Date for this
Note, the Exchange Date with respect to such interest shall be the day
after the date such interest is sold by Morgan Stanley & Co. International
Limited or such other manager, all as determined and notified to the
Trustee by Morgan Stanley & Co. International Limited or if Morgan Stanley
& Co. International Limited did not participate in the distribution of
such tranche, by the Issuer.
(b) the term "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
All other 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.
4
Unless the certificate of authentication hereon has been executed by the
Trustee 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.
5
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.
JPMORGAN CHASE BANK,
as Trustee
By:_______________________________________
Authorized Officer
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SCHEDULE A
SCHEDULE OF EXCHANGES
The Initial Principal Amount of this Note is ______________. The following
payments of interest and exchanges of a part of this Note for an interest in a
single Permanent Global Bearer Note have been made:
Principal Amount Remaining Principal
Exchanged for Amount Outstanding Notation Made
Date of Exchange Permanent Following by or on Behalf of
or Interest Payment Payment of Interest Global Bearer Note Such Exchange Principal Paying Agent
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EXHIBIT A
[FORM OF CERTIFICATE TO BE GIVEN BY
EUROCLEAR, CLEARSTREAM, LUXEMBOURG
AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
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Morgan Stanley Dean Witter & Co.
Global Medium-Term Notes, Series [D/E]
Represented by Temporary Global Fixed Rate Senior Bearer Note No. __
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in Appendix 2 to Exhibit B to the Euro
Distribution Agreement relating to such Notes, as of the date hereof,
__________ principal amount of the above-captioned Securities (i) is owned by
persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations, an estate the income of which is subject
to United States Federal income taxation regardless of its source or a trust if
both (a) a court within the United States is able to exercise primary
supervision over the administration of the trust and (b) one or more United
States persons have the authority to control all substantial decisions of the
trust ("United States persons"), (ii) is owned by United States persons that
are (a) foreign branches of United States financial institutions (as defined in
the applicable U.S. Treasury Regulations) ("financial institutions") purchasing
for their own account or for resale, or (b) United States persons who acquired
the Securities through foreign branches of United States financial institutions
and who hold the Securities through such United States financial institutions
on the date hereof (and in either case (a) or (b), each such United States
financial institution has agreed, on its own behalf or through its agent, that
we may advise the Issuer or the Issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in the applicable U.S. Treasury Regulations),
and such United States or foreign financial institutions described in clause
(iii) above (whether or not also described in clause (i) or (ii)) have
certified that they have not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions. Any such certification by electronic
transmission satisfies the requirements set forth in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii). We will retain all
certifications from our Member Organizations for the period specified in United
States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(3)(i).
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We further certify (i) that we are not making available herewith for
exchange (or, if relevant, seeking to collect principal or interest with
respect to) any portion of the temporary global Security representing the
above-captioned Securities excepted in the above-referenced certificates of
Member Organizations and (ii) that as of the date hereof we have not received
any notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of the
part submitted herewith (or, if relevant, with respect to which principal or
interest is being requested) are no longer true and cannot be relied upon as of
the date hereof.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
2
Dated: _______________, 20__
[To be dated no earlier than
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]
[EUROCLEAR BANK S.A./N.V., as Operator of
the Euroclear System]
[CLEARSTREAM BANKING, SOCIETE ANONYME]
[OTHER]
By:________________________________________
Name:
Title:
3
EXHIBIT B
[FORM OF CERTIFICATE TO BE GIVEN BY AN ACCOUNT
HOLDER OF EUROCLEAR, CLEARSTREAM, LUXEMBOURG
AND/OR ANY OTHER RELEVANT CLEARING SYSTEM]
CERTIFICATE
-----------------------
Morgan Stanley Dean Witter & Co.
Global Medium-Term Notes, Series [D/E]
Represented by Temporary Global Fixed Rate Senior Bearer Note No. __
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations, an estate the income of which is subject
to United States Federal income taxation regardless of its source, or a trust
if both (a) a court within the United States is able to exercise primary
supervision over the administration of the trust and (b) one or more United
States persons have the authority to control all substantial decisions of the
trust ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (as
defined in the applicable U.S. Treasury Regulations) ("financial institutions")
purchasing for their own account or for resale, or (b) United States person(s)
who acquired the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution hereby agrees, on its own behalf or through
its agent, that you may advise the Issuer or the Issuer's agent that it will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the U.S.
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) are owned by United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in the applicable
U.S. Treasury Regulations), and in addition if the owner of the Securities is a
United States or foreign financial institution described in clause (iii) above
(whether or not also described in clause (i) or (ii)) such financial
institution has not acquired the Securities for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date.
This certification excepts and does not relate to [U.S. $]___________ of
such interest in the above-captioned Securities in respect of which we are not
able to certify and as to which we understand exchange for and delivery of
definitive Securities (or, if relevant, exercise of any rights or collection of
any principal or interest) cannot be made until we do so certify.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
2
Dated: _______________, 20__
[To be dated no earlier than the 10th day before
[insert date of Interest Payment Date prior to Exchange Date]
[insert date of Redemption Date prior to Exchange Date]
[insert Exchange Date]]
[NAME OF ACCOUNT HOLDER]
By:_______________________________
(Authorized Signatory)
Name:
Title:
3