try this-- amextrader.com (pdf format)
New on the Amex February 15, 2002 The following security began trading on February 15, 2002. (Amex Ticker: "SBM"). Morgan Stanley Dean Witter & Co. (the "Issuer") 10% Stock Participation Accreting Redemption Quarterly-pay Securities ("SPARQS") Mandatorily Exchangeable for Shares of Common stock of Siebel Systems, Inc., due August 30, 2003. (Cusip #: 617 44Y 39 7)*. As more fully set forth in the Issuer's Prospectus and Prospectus Supplement (SEC Registration #333-47576), the aforementioned security will bear annual interest of 10% based on the initial offering price of$35.00. Interest will be payable quarterly beginning May 30, 2002. At maturity, holders will receive one share of Siebel Systems, Inc. Shares of Common stock in exchange for each SPARQS, subject to the issuer's right to call the SPARQS for the cash call price. Beginning February 24, 2003, Morgan Stanley will have the right to call all of the SPARQS and pay holders the cash call price, which will be calculated based on the call date. The call price will be an amount of cash per SPARQS that, together with all of the interest paid on the SPARQS to and including the call date, gives holders a yield of 38% per annum on the issue price of each SPARQS from and including the date of issuance to but excluding the call date. The calculation of the call price for any call date takes into account the time value of all the payments made per SPARQS from the date of issuance to and including the applicable call date. OTHER IMPORTANT INFORMATION: * Since all payments, which may be due to holders of SBM,are the sole responsibility of the Issuer, it is the credit of Morgan Stanley Dean Witter & Co. and not Siebel Systems, Inc., which stands behind SBM.* Holders of SPARQS will not be entitled to any rights with respect to Siebel Systems, Inc. (including, with limitations, voting rights, the rights to receive any dividends or other distributions in respect thereof and the right to tender or exchange Siebel Systems, Inc. in any partial tender or exchange offer by Siebel Systems, Inc. or any third party) until such time as the Issuer shall deliver Gap shares to holders of the SPARQS at maturity. * Unlike ordinary debt securities, the SPARQS do not guarantee any return of principal at maturity. * There can be no assurances as to how the SPARQS will trade in the secondary market or whether such market will be liquid or illiquid. Securities with characteristics similar to the SPARQS are unique securities, and there is currently no secondary market for the SPARQS. The market value for the SPARQS will be affected by a number of factors including, but not limited to, the volatility of Siebel Systems, Inc., the dividend rate on Siebel Systems, Inc., market interest and yield and the time remaining to the maturity of the SPARQS. * Information concerning taxation may be found in the Prospectus. * The Trustee for this security is JP Morgan Chase.
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Members, member organizations and prospective investors are advised to consult the Prospectus, Prospectus Supplement and Pricing Supplement for additional information relating to the Securities and to take such steps as may be reasonably necessary to assure that prospective investors who purchase these securities reach an investment decision in light of their financial circumstances and objectives. SEC Rule 10a-1 ("short sales") applies to SBM, as do "front-running" prohibitions. Questions regarding suitability of customer transactions in SBM and/or account approval procedures should be directed to Frank O'Reilly at (212) 306-1539. Questions relating to margin treatment should be directed to James McNeil at (212) 306-8980. Other inquiries should be directed to Capital Markets at (212) 306-1659. * The Cusip Number on this notice is not provided by the American Banking Association and has been independently gathered. |
