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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P.
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(Exact name of Registrant as specified in its Certificate of Limited
Partnership)
Delaware 13-4018065
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(State of organization) (IRS Employer Identification No.)
c/o Demeter Management Corporation
Two World Trade Center, 62nd Floor, New York, New York 10048
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange of which
to be so registered each class is to be registered
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None Not Applicable
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
[Added in Release No. 34-34922 (P. 85,450), effective December 7, 1994, 59 F.R.
55342; amended in Release No. 34-38850 (P. 85,953), July 18, 1997, effective
September 2, 1997, 62 F.R. 39755.]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
[Added in Release No. 34-34922 (P. 85,450), effective December 7, 1994, 59 F.R.
55342; amended in Release No. 34-38850 (P. 85,953), July 18, 1997, effective
September 2, 1997, 62 F.R. 39755.]
Securities Act registration statement file number to which this form
relates: 333-60103
Securities to be registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of class)
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ITEM 1. Description of Registrant's Securities to be Registered.
Reference is hereby made to:
(a) Registrant's Registration Statement on Form S-1 (including all
exhibits thereto) registering 3,000,000 Units of Limited Partnership Interest
(the "Registration Statement"), which was filed with the Securities and Exchange
Commission (the "Commission") on July 29, 1998 (SEC File No. 333-60103).
(b) Pre-Effective Amendment No. 1 to the Registration Statement
(including all exhibits thereto), which was filed with the Commission on
September 21, 1998.
(c) Pre-Effective Amendment No. 2 to the Registration Statement
(including all exhibits thereto), which was filed with the Commission on October
23, 1998.
Items (a) - (c) are hereby incorporated herein by reference.
In addition, pursuant to paragraph (d) of Item 202 of Regulation S-K,
specific reference is hereby made to the following:
1. For a discussion of the rights comparable to "dividend rights"
(paragraph (a)(1)(i) of Item 202), see "The Limited
Partnership Agreement - Nature of the Partnership" and "The
Limited Partnership Agreement - Management of Partnership
Affairs" beginning on page 80 of the Registrant's Prospectus
dated November 6, 1998 (the "Prospectus"); and Section 7(h) of
the Limited Partnership Agreement of the Registrant which is
Exhibit A to the Prospectus (the "Limited Partnership
Agreement").
2. For a discussion of "redemption provisions" (paragraph
(a)(1)(iv) of Item 202), see "Redemptions" beginning on page
72 of the Prospectus; and Section 10(b) of the Limited
Partnership Agreement.
3 For a discussion of "voting rights" (paragraphs (a)(1)(v) and
(a)(2) of Item 202), see "The Limited Partnership Agreement -
Management of Partnership Affairs" and "The Limited
Partnership Agreement Amendments; Meetings" beginning on pages
81 and 82, respectively, of the Prospectus; and Section 15 of
the Limited Partnership Agreement.
4. For a discussion of the rights comparable to "liquidation
rights" (paragraph (a)(1)(vii) of Item 202), see "The Limited
Partnership Agreement Nature of the Partnership" beginning on
page 80 of the Prospectus; and Sections 4(a) and 4(b) of the
Limited Partnership Agreement.
5. For a discussion of the matters comparable to "liabilities to
further calls or to assessment" (paragraph (a)(1)(ix) of Item
202), see "The Limited Partnership Agreement - Nature of the
Partnership" beginning on page 80 of the Prospectus; and
Section 7(f) of the Limited Partnership Agreement.
6. For a discussion of the "restrictions on alienability"
(paragraph (a)(1)(x) of Item 202), see "The Limited
Partnership Agreement Restrictions on Transfers or
Assignments" beginning on page 81 of the Prospectus; and
Section 10(a) of the Limited Partnership Agreement.
7. For a discussion of restrictions on "change in control of the
Registrant" (paragraph (a)(5) of Item 202), see Sections 10(a)
and 15(c) of the Limited Partnership Agreement.
Paragraphs (a)(1)(ii), (iii), (vi), (viii), (xi), (a)(3), (a)(4), (b),
(c), (e) and (f) of Item 202 are not applicable.
ITEM 2. Exhibits.
Reference is hereby made to:
(a) The Registrant's Prospectus filed with the Commission pursuant to
Rule 424(b)(3) on November 12, 1998. Included as Exhibit A to the Prospectus is
the Limited Partnership Agreement.
Item (a) is hereby incorporated herein by reference.
The Units of Limited Partnership Interest of the Registrant are not
evidenced in certificate form but are evidenced on the Registrant's books as
maintained by Demeter Management Corporation, the general partner of the
Registrant; see Section 6 of the Limited Partnership Agreement; and "Acceptance
of the Limited Partnership Agreements" in the form of Subscription and Exchange
Agreement and Power of Attorney on page B-5 of the Prospectus.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
MORGAN STANLEY DEAN WITTER CHARTER
MILLBURN L.P.
By: DEMETER MANAGEMENT CORPORATION
General Partner
By: /s/ Robert E. Murray
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Robert E. Murray
President
Dated: March 19, 1998
