Obligation Morgan Stanleigh 7.25% ( US617446HD43 ) en USD

Morgan Stanleigh

114.412 % ▲

Etas-Unis

US617446HD43 ( en USD )

7.25% par an ( paiement semestriel )

31/03/2032

Prospectus brochure de l'obligation Morgan Stanley US617446HD43 en USD 7.25%, échéance 31/03/2032

1 000 USD

1 000 000 000 USD

617446HD4

A- ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

01/10/2025 ( Dans 87 jours )

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US617446HD43, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2032

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US617446HD43, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en USD, avec le code ISIN US617446HD43, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: [email protected]
Originator-Key-Asymmetric:
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<SEC-DOCUMENT>0000950103-02-000329.txt : 20020401
<SEC-HEADER>0000950103-02-000329.hdr.sgml : 20020401
ACCESSION NUMBER:
0000950103-02-000329
CONFORMED SUBMISSION TYPE:
424B2
PUBLIC DOCUMENT COUNT:
1
FILED AS OF DATE:
20020329
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME:
MORGAN STANLEY DEAN WITTER & CO
CENTRAL INDEX KEY:
0000895421
STANDARD INDUSTRIAL CLASSIFICATION:
FINANCE SERVICES [6199]
IRS NUMBER:
363145972
STATE OF INCORPORATION:
DE
FISCAL YEAR END:
1130
FILING VALUES:
FORM TYPE:
424B2
SEC ACT:
1933 Act
SEC FILE NUMBER:
333-47576
FILM NUMBER:
02594689
BUSINESS ADDRESS:
STREET 1:
1585 BROADWAY
CITY:
NEW YORK
STATE:
NY
ZIP:
10036
BUSINESS PHONE:
2127614000
MAIL ADDRESS:
STREET 1:
1221 SIXTH AVENUE
STREET 2:
27TH FLOOR
CITY:
NEW YORK
STATE:
NY
ZIP:
10020
FORMER COMPANY:
FORMER CONFORMED NAME:
DEAN WITTER DISCOVER & CO
DATE OF NAME CHANGE:
19960315
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>mar2902_424b2.txt
<TEXT>
PROSPECTUS SUPPLEMENT
(To Prospectus dated January 24, 2001)
Morgan Stanley Dean Witter & Co.
$2,500,000,000 5.80% NOTES DUE 2007
(euro)1,500,000,000 5.75% NOTES DUE 2009
$2,500,000,000 6.60% NOTES DUE 2012
$1,000,000,000 7.25% NOTES DUE 2032
---------------------------
Interest on the notes due 2007, the notes due 2012 and the notes due 2032, which
we collectively refer to as the "U.S. dollar notes," will be payable on each
April 1 and October 1, beginning on October 1, 2002. Interest on the notes due
2009, which we refer to as the "euro notes," will be payable on each April 1,
beginning on April 1, 2003. We may redeem some or all of the U.S. dollar notes
at any time. We describe the redemption prices for the U.S. dollar notes under
the heading "Description of Notes--Optional Redemption of the U.S. Dollar
Notes" beginning on page S-8 of this prospectus supplement. The euro notes will
not be redeemed prior to their maturity date.
---------------------------
We will apply for the notes to be admitted to the Official List of the Financial
Services Authority (in its capacity as competent authority for the purposes of
Part VI of the Financial Services and Markets Act 2000 (the "UK Listing
Authority")) and to trading on the London Stock Exchange plc.
---------------------------
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NOTES DUE 2007 -- PRICE 99.710% AND ACCRUED INTEREST, IF ANY
NOTES DUE 2009 -- PRICE 99.256% AND ACCRUED INTEREST, IF ANY
NOTES DUE 2012 -- PRICE 99.496% AND ACCRUED INTEREST, IF ANY
NOTES DUE 2032 -- PRICE 99.903% AND ACCRUED INTEREST, IF ANY
---------------------------
<TABLE>
Underwriting
Price to Discounts and Proceeds to
Public Commissions Company
------------------ ------------------------ -----------------
<S> <C> <C> <C>
Per Note Due 2007........... 99.710% .350% 99.360%
Total................... $2,492,750,000 $8,750,000 $2,484,000,000
Per Note Due 2009........... 99.256% .400% 98.856%
Total................... (euro)1,488,840,000 (euro)6,000,000 (euro)1,482,840,000
Per Note Due 2012........... 99.496% .450% 99.046%
Total................... $2,487,400,000 $11,250,000 $2,476,150,000
Per Note Due 2032........... 99.903% .875% 99.028%
Total................... $999,030,000 $8,750,000 $990,280,000
</TABLE>
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 and Morgan Stanley & Co. International Limited
expect 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 April 3, 2002.
---------------------------
MORGAN STANLEY
ABN AMRO INCORPORATED BANC ONE CAPITAL MARKETS, INC.
BARCLAYS CAPITAL BLAYLOCK & PARTNERS, L.P.
CABOTO INTESABCI COMMERZBANK SECURITIES
CREDIT LYONNAIS DANSKE BANK
FLEET SECURITIES, INC. ING
KBC INTERNATIONAL GROUP MIZUHO INTERNATIONAL PLC
RBC CAPITAL MARKETS THE ROYAL BANK OF SCOTLAND
SANTANDER CENTRAL HISPANO TOKYO-MITSUBISHI INTERNATIONAL PLC
UFJ INTERNATIONAL PLC UTENDAHL CAPITAL PARTNERS, L.P.
WESTDEUTSCHE LANDESBANK GIROZENTRALE THE WILLIAMS CAPITAL GROUP, L.P.
March 27, 2002
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement Page
----
Summary of the Offerings....................................................S-3
Foreign Currency Risks......................................................S-6
Description of Notes........................................................S-7
United States Federal Taxation.............................................S-12
ERISA......................................................................S-16
Underwriters...............................................................S-17
Legal Matters..............................................................S-20
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.........................................................17
Description of Warrants......................................................23
Description of Purchase Contracts............................................25
Description of Capital Stock.................................................27
Forms of Securities..........................................................39
Plan of Distribution.........................................................42
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Legal Matters................................................................43
Experts......................................................................43
ERISA Matters for Pension Plans and Insurance Companies......................44
---------------------------
You should rely only on the information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus dated January 24,
2001. 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.
References herein to "$" and "dollars" are to United States dollars. References
herein to "(euro)" and "euro" are to the lawful currency of the member states of
the European Union that adopt the single currency in accordance with the Treaty
establishing the European Community, as amended.
S-2
<PAGE>
SUMMARY OF THE OFFERINGS
The following summary describes the $2,500,000,000 5.80% notes due 2007,
(euro)1,500,000,000 5.75% notes due 2009, $2,500,000,000 6.60% notes due 2012
and $1,000,000,000 7.25% notes due 2032 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 5.80% notes due 2007,
(euro)1,500,000,000 5.75% notes due 2009,
$2,500,000,000 6.60% notes due 2012 and
$1,000,000,000 7.25% notes due 2032, collectively
referred to as the "notes"
Maturity Date............... April 1, 2007 for the notes due 2007,
April 1, 2009 for the notes due 2009,
April 1, 2012 for the notes due 2012 and
April 1, 2032 for the notes due 2032
Issue Date for the Notes.... April 3, 2002
Issue Price................. 99.710% for the notes due 2007,
99.256% for the notes due 2009,
99.496% for the notes due 2012 and
99.903% for the notes due 2032
Interest Payment Dates...... Each April 1 and October 1, commencing October 1,
2002, for the notes due 2007, the notes due 2012
and the notes due 2032, collectively referred to
as the "U.S. dollar notes"
Each April 1,commencing April 1, 2003,
for the notes due 2009, referred to as the
"euro notes"
Optional Redemption......... We may redeem the U.S. dollar notes at any time at
the redemption price described in the section
entitled "Description of Notes-- Optional
Redemption of the U.S. Dollar Notes."
We may not redeem the euro notes prior to
maturity.
Form........................ Fully registered global notes in book-entry form
Minimum Denominations....... $1,000 and multiples thereof for the U.S. dollar
notes
(euro)1,000 and multiples thereof for the euro
notes
CUSIP....................... 617446HB8 for the notes due 2007,
617446HE2 for the notes due 2009,
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617446HC6 for the notes due 2012 and
617446HD4 for the notes due 2032
Common Code................. 014595732 for the notes due 2007,
014596399 for the notes due 2009,
014595775 for the notes due 2012 and
014595813 for the notes due 2032
S-3
<PAGE>
ISIN........................ US617446HB86 for the notes due 2007,
US617446HE26 for the notes due 2009,
US617446HC69 for the notes due 2012 and
US617446HD43 for the notes due 2032
Trustee for the Notes....... JPMorgan Chase Bank (formerly known as The Chase
Manhattan Bank)
Delivery and Clearance...... We will deposit the global notes for each of the
U.S. dollar notes and the euro notes 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 Bank, as operator of the Euroclear
System, directly as a participant of any such
system or indirectly through organizations that
are participants in such systems.
Listing .................... We will apply for the notes to be admitted to the
Official List of the Financial Services Authority
(in its capacity as competent authority for the
purposes of Part VI of the Financial Services and
Markets Act 2000 (the "UK Listing Authority")) and
to trading on the London Stock Exchange plc.
How to Reach Us............. Our principal executive offices are located at
1585 Broadway, New York, New York 10036, telephone
number (212) 761-4000.
S-4
<PAGE>
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed
charges for the periods indicated.
Fiscal Year
--------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Ratio of earnings to fixed charges ...... 1.3 1.5 1.6 1.4 1.4
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 component of rental expenses.
S-5
<PAGE>
FOREIGN CURRENCY RISKS
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You should consult your financial and legal advisors as to any specific
risks entailed by an investment in notes that are denominated or payable in a
currency other than the currency of the country in which you are resident or in
which you conduct your business, which we refer to as your "home currency." Such
notes are not appropriate investments for investors who are not sophisticated in
foreign currency transactions. We disclaim any responsibility to advise
prospective purchasers who are residents of countries other than the United
States of any matters arising under non-U.S. law that may affect the purchase of
or holding of, or the receipt of payments on, the notes. These persons should
consult their own legal and financial advisors concerning these matters.
Exchange Rates and Exchange Controls May Affect Notes' Value or Return
General Exchange Rate and Exchange Control Risks. An investment in a note
that is denominated or payable in a currency other than your home currency
entails significant risks. These risks include the possibility of significant
changes in rates of exchange between your home currency and the relevant foreign
currencies and the possibility of the imposition or modification of exchange
controls by the relevant governmental entities. These risks generally depend on
economic and political events over which we have no control.
Exchange Rates Will Affect Your Investment. Fluctuations in any particular
exchange rate that have occurred in the past are not necessarily indicative of
fluctuations that may occur during the term of any note. Depreciation against
your home currency of the currency in which a note is payable would result in a
decrease in the effective yield of the note below its coupon rate and could
result in an overall loss to you on a home currency basis.
We Have No Control Over Exchange Rates. From time to time, governments may
use a variety of techniques, such as intervention by a country's central bank,
the imposition of regulatory controls or taxes or changes in interest rates to
influence the exchange rates of their currencies. Governments may also issue a
new currency to replace an existing currency or alter the exchange rate or
relative exchange characteristics by a devaluation or revaluation of a currency.
These governmental actions could change or interfere with currency valuations
and currency fluctuations that would otherwise occur in response to economic
forces, as well as in response to the movement of currencies across borders. As
a consequence, these government actions could adversely affect yields or payouts
in your home currency for the notes.
We will not make any adjustment or change in the terms of the notes in the
event that exchange rates should become fixed, or in the event of any
devaluation or revaluation or imposition of exchange or other regulatory
controls or taxes, or in the event of other developments affecting your home
currency or any applicable foreign currency. You will bear those risks.
Exchange Rates May Affect the Value of a New York Judgment Involving Euro Notes
The notes will be governed by and construed in accordance with the laws of
the State of New York. Unlike many courts in the United States outside the State
of New York, the courts in the State of New York may enter judgments or decrees
for money damages in the foreign currency in which notes are denominated. These
amounts would then be converted into U.S. dollars at the rate of exchange in
effect on the date the judgment or decree is entered. You would bear the
relevant currency risk during litigation.
S-6
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the 5.80% notes due
2007, which we refer to as the "notes due 2007," the 5.75% notes due 2009, which
we refer to as the "notes due 2009" or as the "euro notes," the 6.60% notes due
2012, which we refer to as the "notes due 2012," and the 7.25% notes due 2032,
which we refer to as the "notes due 2032" and collectively, with the notes due
2007, the notes due 2009 and the notes due 2012, 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 "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 2007 will initially be limited to $2,500,000,000 in aggregate
principal amount and will mature on April 1, 2007. The notes due 2009 will
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initially be limited to (euro)1,500,000,000 in aggregate principal amount and
will mature on April 1, 2009. The notes due 2012 will initially be limited to
$2,500,000,000 in aggregate principal amount and will mature on April 1, 2012.
The notes due 2032 will initially be limited to $1,000,000,000 in aggregate
principal amount and will mature on April 1, 2032. The notes will constitute
senior debt and will rank on parity with all other senior indebtedness of MSDW
and with all other unsecured and unsubordinated indebtedness of MSDW, subject to
certain statutory exceptions in the event of liquidation upon insolvency. The
notes due 2007, the notes due 2012 and the notes due 2032, collectively, the
"U.S. dollar notes," will be issued in fully registered form only, in
denominations of $1,000 and multiples thereof. The euro notes will be issued in
fully registered form only, in denominations of (euro)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 2007, notes due 2009, notes
due 2012 or notes due 2032 with the same terms as the notes due 2007, notes due
2009, notes due 2012 or notes due 2032 offered hereby, as applicable, so that
the additional notes will form a single series with the respective series of
notes offered hereby.
The U.S. dollar notes are subject to redemption at any time as described
below under "--Optional Redemption of the U.S. Dollar Notes." The euro notes
will not be redeemed prior to the maturity date. 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.
Each of the notes will bear interest from April 3, 2002 at the respective
applicable annual rate set forth on the cover page of this prospectus
supplement. Interest on the U.S. dollar notes will be payable semiannually on
April 1 and October 1 of each year (each an "interest payment date"), commencing
October 1, 2002, to the person in whose name such notes are registered at the
close of business on the preceding March 15 or September 15, as applicable.
Interest on the euro notes will be payable annually on April 1 of each year,
commencing April 1, 2003, to the person in whose name such notes are registered
at the close of business on the preceding March 15. Interest on all of the notes
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 falls on a day that is
not a business day, the payment of interest and principal will 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.
As used herein, "business day" means any day, other than a Saturday or
Sunday, that is (a) 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 and (b) for the euro notes, a day that is also a day on which
the Trans-European Automated Real-time Gross Settlement Express Transfer System
is open.
Interest payments for the notes 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.
S-7
<PAGE>
Optional Redemption of the U.S. Dollar Notes
The U.S. dollar notes may be redeemed in whole at any time or in part from
time to time, at our option, at a redemption price equal to the greater of:
o 100% of the principal amount of the U.S. dollar notes to be redeemed,
and
o the sum of the present values of the remaining scheduled payments of
principal and interest on the U.S. dollar notes to be redeemed (not
including any portion of such payments of interest accrued to the date
of redemption) discounted to the date of redemption on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at
the applicable treasury rate, plus 15 basis points for the notes due
2007, 20 basis points for the notes due 2012 or 25 basis points for
the notes due 2032, as calculated by the calculation agent;
plus, in each case,
o accrued and unpaid interest on the principal amount being redeemed to
the redemption date.
"treasury rate" means, with respect to any redemption date:
o the yield, under the heading that represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor
publication that is published weekly by the Board of Governors of the
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Federal Reserve System and that establishes yields on actively traded
U.S. Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities," for the maturity corresponding
to the comparable treasury issue (if no maturity is within three
months before or after the remaining life (as defined below), yields
for the two published maturities most closely corresponding to the
comparable treasury issue will be determined and the treasury rate
will be interpolated or extrapolated from such yields on a straight
line basis, rounding to the nearest month); or
o if such release (or any successor release) is not published during the
week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semiannual equivalent yield to
maturity of the comparable treasury issue, calculated using a price
for the comparable treasury issue (expressed as a percentage of its
principal amount) equal to the comparable treasury price for such
redemption date.
The treasury rate will be calculated on the third business day preceding
the redemption date.
"calculation agent" means Morgan Stanley & Co. Incorporated, or if that
firm is unwilling or unable to select the comparable treasury issue, an
investment banking institution of national standing appointed by the trustee
after consultation with us.
"comparable treasury issue" means the U.S. Treasury security selected by
the calculation agent as having a maturity comparable to the remaining term
("remaining life") of the series of U.S. dollar notes to be redeemed that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes.
"comparable treasury price" means (1) the average of five reference
treasury dealer quotations for such redemption date, after excluding the highest
and lowest reference treasury dealer quotations, or (2) if the calculation agent
obtains fewer than five such reference treasury dealer quotations, the average
of all such quotations.
"reference treasury dealer" means (1) Morgan Stanley & Co. Incorporated and
its successors, provided, however, that if the foregoing shall cease to be a
primary U.S. government securities dealer in New York City (a "primary treasury
dealer") we will substitute therefor another primary treasury dealer and (2) any
other primary treasury dealer selected by the calculation agent after
consultation with us.
"reference treasury dealer quotations" means, with respect to each
reference treasury dealer and any redemption date, the average, as determined by
the calculation agent, of the bid and asked prices for the comparable treasury
issue
S-8
<PAGE>
(expressed in each case as a percentage of its principal amount) quoted in
writing to the calculation agent at 5:00 p.m., New York City time, on the third
business day preceding such redemption date.
We will mail a notice of redemption to each holder of U.S. dollar notes to
be redeemed by first-class mail at least 30 and not more than 60 days prior to
the date fixed for redemption. Unless we default on payment of the redemption
price, interest will cease to accrue on the U.S. dollar notes or portions
thereof called for redemption on the applicable redemption date. If fewer than
all of the U.S. dollar notes of a particular maturity are to be redeemed, the
trustee will select, not more than 60 days prior to the redemption date, the
particular U.S. dollar notes or portions thereof for redemption from the
outstanding U.S. dollar notes not previously called by such method as the
trustee deems fair and appropriate.
Because Morgan Stanley & Co. Incorporated is our affiliate, the economic
interests of Morgan Stanley & Co. Incorporated may be adverse to your interests
as an owner of any of the notes, including with respect to certain
determinations and judgments that it must make as calculation agent in the event
we redeem the U.S. dollar notes before their maturity. Morgan Stanley & Co.
Incorporated is obligated to carry out its duties and functions as calculation
agent in good faith and using its reasonable judgment.
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 Euroclear Bank S.A./N.V. as operator of
the Euroclear System, the "Euroclear operator," if they are participants of such
systems, or indirectly through organizations that are participants in such
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systems. Clearstream, Luxembourg and the Euroclear operator will hold interests
on behalf of their participants through customers' securities accounts in
Clearstream, Luxembourg's and the Euroclear operator'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 JPMorgan Chase Bank will act as depositary for the Euroclear operator, in
such capacities, the "U.S. depositaries." Because holders will acquire, hold and
transfer security entitlements with respect to the notes through accounts with
DTC and its participants, including Clearstream, Luxembourg, the Euroclear
operator and their participants, a beneficial holder's rights with respect to
the notes will be subject to the laws (including Article 8 of the Uniform
Commercial Code) and contractual provisions governing a holder's relationship
with its securities intermediary and the relationship between its securities
intermediary and each other securities intermediary between it and MSDW, as the
issuer. 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 those securities through electronic computerized book-entry
changes in participant's accounts, eliminating the need for physical movement of
securities certificates. The depositary's participants include securities
brokers and dealers (including underwriters), banks, trust companies, clearing
corporations and certain other organizations, some of whom (and/or their
representatives) own the depositary. Access to the depositary's 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 relating 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.
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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,
thereby eliminating the need for physical movement of securities. 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 world-wide financial
institutions, including underwriters, securities brokers and dealers, banks,
trust companies and clearing corporations. 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. Clearstream,
Luxembourg has established an electronic bridge with the Euroclear operator to
facilitate settlement of trades between Clearstream, Luxembourg and the
Euroclear operator.
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 is owned by
Euroclear Clearance System Public Limited Company and operated through a license
agreement by the Euroclear operator, a bank incorporated under the laws of the
Kingdom of Belgium. The Euroclear operator is regulated and examined by the
Belgian Banking and Finance Commission and the National Bank of Belgium.
The Euroclear operator holds securities and book-entry interests in
securities for participating organizations and facilitates the clearance and
settlement of securities transactions between Euroclear participants and between
Euroclear participants and participants of certain other securities
intermediaries through electronic book-entry changes in accounts of such
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participants or other securities intermediaries.
The Euroclear operator provides Euroclear participants, among other things,
with safekeeping, administration, clearance and settlement, securities lending
and borrowing, and related services.
Non-participants of Euroclear may acquire, hold and transfer book-entry
interests in securities through accounts with a direct participant of Euroclear
or any other securities intermediary that holds a book-entry interest in the
securities through one or more securities intermediaries standing between such
other securities intermediary and the Euroclear operator.
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 the Euroclear System, withdrawals of
securities and cash from the Euroclear System, and receipts of payments with
respect to securities in the Euroclear System. All securities in the Euroclear
System 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 the Euroclear operator.
Although the Euroclear operator has agreed to the procedures provided below
in order to facilitate transfers of notes among Euroclear participants and
between Euroclear participants and participants of other intermediaries, it is
under
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no obligation to perform or continue to perform in accordance with such
procedures, and such procedures may be modified or discontinued at any time.
Investors electing to acquire notes through an account with the Euroclear
operator or some other securities intermediary must follow the settlement
procedures of such an intermediary with respect to the settlement of new issues
of securities. Investors electing to acquire, hold or transfer notes through an
account with the Euroclear operator or some other securities intermediary must
follow the settlement procedures of such an intermediary with respect to the
settlement of secondary market transactions of securities.
Investors who are Euroclear participants may acquire, hold or transfer
interests in notes by book-entry to accounts with the Euroclear operator.
Investors who are not Euroclear participants may acquire, hold or transfer
interests in securities by book-entry to accounts with a securities intermediary
who holds a book-entry interest in these securities through accounts with
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 their intermediary and each other intermediary, if any, standing between
themselves and the global notes.
The Euroclear operator further advises that, 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 interests in
securities of that type on the Euroclear operator's records, all participants
having an amount of interests in securities of that 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
those interests in securities on its records.
Individual certificates in respect of the notes will not be issued in
exchange for the registered global notes, except in very limited circumstances.
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If the depositary notifies MSDW that it is unwilling or unable to continue as a
clearing system in connection with the registered global notes or ceases to be a
clearing agency registered under the Securities Exchange Act, and a successor
clearing system is not appointed by MSDW within 90 days after receiving that
notice from the depositary or upon becoming aware that the depositary 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 the registered global
notes upon delivery of the registered 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, the
Euroclear operator or the depositary, 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
the depositary in accordance with procedures established for this purpose by the
depositary. Transfers of book-entry interests in the notes among Clearstream,
Luxembourg and the Euroclear operator and the depositary may be effected in
accordance with procedures established for this purpose by Clearstream,
Luxembourg, the Euroclear operator and the depositary.
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.
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Global Clearance and Settlement Procedures
Initial settlement for the registered global notes will be made in
immediately available funds. Secondary market trading between the depositary's
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 the Euroclear System 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, these cross-market transactions will require delivery of
instructions to the relevant European international clearing system by the
counterparty in the clearing 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 depositary participant will be made during subsequent
securities settlement processing and dated the business day following the
depositary settlement date. Credits of interests or any transactions involving
interests in the notes received in Clearstream, Luxembourg or the Euroclear
System as a result of a transaction with a depositary participant and settled
during subsequent securities settlement processing will be reported to the
relevant Clearstream, Luxembourg customers or Euroclear participants on the
business day following the depositary settlement date. 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 depositary 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 the Euroclear operator
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 the foregoing procedures and these procedures may be changed or
discontinued at any time.
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