<PAGE>
File No. 333-63327
Investment Company Act No. 811-5065
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 98-6
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-6
For Registration Under the Securities Act of 1933 of
Securities of Unit Investment Trusts Registered on Form N-8B-2.
A. Exact name of Trust:
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST,
SELECT 5 INDUSTRIAL PORTFOLIO 98-6
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal
executive office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agent for service:
MR. MICHAEL D. BROWNE
DEAN WITTER REYNOLDS INC.
Unit Trust Department
Two World Trade Center - 59th Floor
New York, New York 10048
_____________
Copy to:
KENNETH W. ORCE, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
<PAGE>
E. Total and amount of securities being registered:
An indefinite number of Units of Beneficial
Interest pursuant to Rule 24f-2 promulgated under
the Investment Company Act of 1940, as amended
F. Proposed maximum offering price to the public of
the securities being registered:
Indefinite
G. Amount of filing fee:
N/A
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF
THE REGISTRATION STATEMENT.
Check box if it is proposed that this filing will
/x/ become effective immediately upon filing on November 2,
1998 pursuant to Rule 487.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST,
SELECT 5 INDUSTRIAL PORTFOLIO 98-6
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
I. ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of In- ) Introduction; Amend-
denture ) ment and Termination
) of the Indenture
7. Changes of name ) Included in Form
) N-8B-2
8. Fiscal Year ) Included in Form
) N-8B-2
9. Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
10. General Information regarding )
Trust's Securities and Rights of )
Holders )
(a) Type of Securities ) Rights of Unit Hold-
(Registered or Bearer) ) ers
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(b) Type of Securities ) Administration of the
(Cumulative or Distribu- ) Trust-Distribution
tive) )
(c) Rights of Holders as to ) Redemption; Public
withdrawal or redemption ) Offering of Units-
) Secondary Market
(d) Rights of Holders as to ) Public Offering of
conversion, transfer, par- ) Units - Secondary
tial redemption and similar ) Market; Exchange Op-
matters ) tion; Redemption;
) Rights of Unit Hold-
) ers - Certificates
(e) Lapses or defaults with re- ) *
spect to periodic payment )
plan certificates )
(f) Voting rights as to Securi- ) Rights of Unit Hold-
ties under the Indenture ) ers - Certain Limita-
) tions; Amendment and
) Termination of the
) Indenture
(g) Notice to Holders as to )
change in )
(1) Composition of assets ) Administration of the
of Trust ) Trust - Reports to
) Unit Holders; The
) Trust - Summary De-
) scription of the
) Portfolios
(2) Terms and Conditions ) Amendment and Termi-
of Trust's Securities ) nation of the Inden-
) ture
(3) Provisions of Inden- ) Amendment and Termi-
ture ) nation of the Inden-
) ture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
____________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(h) Security Holders Consent )
required to change )
(1) Composition of assets of ) Amendment and Termi-
Trust ) nation of the Inden-
) ture
(2) Terms and conditions of ) Amendment and Termi-
Trust's Securities ) nation of the Inden-
) ture
(3) Provisions of Indenture ) Amendment and Termi-
) nation of the Inden-
) ture
(4) Identity of Depositor and ) *
Trustee )
(i) Other principal features ) Cover of Prospectus;
of the Trust's Securities ) Tax Status
11. Type of securities comprising ) The Trust - Summary
units ) Description of the
) Portfolios; Objec-
) tives and Securities
) Selection; The Trust
) - Special Considera-
) tions
12. Type of securities comprising ) *
periodic payment certificates )
13. (a) Load, fees, expenses, etc. ) Summary of Essential
) Information; Public
) Offering of Units -
) Public Offering
) Price; - Profit of
) Sponsor; - Volume
) Discount; Expenses
) and Charges
(b) Certain information regard- ) *
ing periodic payment cer- )
tificates )
____________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(c) Certain percentages ) Summary of Essential
) Information; Public
) Offering of Units -
) Public Offering
) Price; - Profit of
) Sponsor; - Volume
) Discount
(d) Price differentials ) Public Offering of
) Units - Public Offer-
) ing Price
(e) Certain other loans, fees, ) Rights of Unit Hold-
expenses, etc. payable by ) ers - Certificates
holders )
(f) Certain profits receivable ) Redemption - Purchase
by depositor, principal un- ) by the Sponsors of
derwriters, trustee or af- ) Units Tendered for
filiated persons ) Redemption
(g) Ratio of annual charges to ) *
income )
14. Issuance of trust's securities ) Introduction; Rights
) of Unit Holders -
) Certificates
15. Receipt and handling of payments ) Public Offering of
from purchasers Units - Profit of
Sponsor
16. Acquisition and disposition of ) Introduction; Amend-
underlying securities ) ment and Termination
) of the Indenture; Ob-
) jectives and Securi-
) ties Selection; The
) Trust - Summary De-
) scription of the
) Portfolio; Sponsor -
) Responsibility
17. Withdrawal or redemption ) Redemption; Public
) Offering of Units -
) Secondary Market
____________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment
) Programs
(b) Reinvestment of distribu- ) Reinvestment Programs
tions )
(c) Reserves or special fund ) Administration of the
) Trust - Distribution
(d) Schedule of distribution ) *
19. Records, accounts and report ) Administration of the
) Trust-Records and Ac-
) counts; - Reports to
) Unit Holders
20. Certain miscellaneous provisions ) Amendment and Termi-
of trust agreement ) nation of the Inden-
) ture; Sponsor - Limi-
) tation on Liability -
) Resignation; Trustee
) - Limitation on Li-
) ability - Resignation
21. Loans to security holders ) *
22. Limitations on liability of de- ) Sponsor, Trustee;
positor, trustee, custodian, ) Evaluator - Limita-
etc. ) tion on Liability
23. Bonding arrangements ) Included in Form N-
) 8B-2
24. Other material provisions of ) *
trust agreement )
III. ORGANIZATION PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges
) - fees; Public Offer-
) ing of Units - Profit
) of Sponsor
____________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
27. Business of Depositor ) Sponsor and Included
) in Form N-8B-2
28. Certain information as to offi- ) Included in Form
cials and affiliated persons of ) N-8B-2
Depositor )
29. Voting securities of Depositor ) Included in Form
) N-8B-2
30. Persons controlling Depositor ) *
31. Compensation of Officers and Di- ) *
rector of Depositor )
32. Compensation of Directors of De- ) *
positor )
33. Compensation of employees of De- ) *
positor )
34. Remuneration of other persons ) *
for certain services rendered to )
trust
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's securi- ) Public Offering of
ties by states ) Units - Public Dis-
) tribution
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to dis- ) *
tribute )
38. (a) Method of distribution ) Public Offering of
(b) Underwriting agreements ) Units
(c) Selling agreements )
39. (a) Organization of principal ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )
____________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
40. Certain fees received by princi- ) Public Offering of
pal underwriter ) Units - Profit of
) Sponsor
41. (a) Business of principal un- ) Sponsor
derwriter )
(b) Branch offices of principal ) *
underwriter )
(c) Salesman of principal un- ) *
derwriter )
42. Ownership of trust's securities ) *
by certain persons )
43. Certain brokerage commissions ) *
received by principal under- )
writer )
44. (a) Method of valuation ) Public Offering of
) Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) Public Offering of
to certain persons ) Units - Volume Dis-
) count; Exchange op-
) tion
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of
) Units -Secondary
) Market; Redemption
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in un- ) See items 10(d), 44
derlying securities ) and 46
V. INFORMATION CONCERNING THE
TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee )
49. Fees and expenses of Trustee ) Expenses and Charges
____________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. (a) Name and address of Insur- ) *
ance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of cancel- ) *
lation )
(g) Method of determining pre- ) *
miums )
(h) Amount of aggregate premi- ) *
ums paid )
(i) Persons receiving any part ) *
of premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )
VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction Objec-
eliminating securities from ) tives and Securities
the Trust ) Selection; The Trust
) - Summary Description
) of the Portfolio
) Sponsor - Responsi-
) bility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and elimina- ) Introduction Objec-
tion of securities from the ) tives and Securities
Trust ) Selection; Sponsor -
) Responsibility
(d) Description of any funda- ) *
mental policy of the Trust )
____________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
53. Taxable status of the Trust ) Cover of Prospectus;
) Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the ) *
Trust's past ten fiscal years )
55. Certain information regarding ) *
periodic payment plan certifi- )
cates )
56. Certain information regarding ) *
periodic payment plan certifi- )
cates )
57. Certain information regarding ) *
periodic payment plan certifi- )
cates )
58. Certain information regarding ) *
periodic payment plan certifi- )
cates )
59. Financial statements ) Statement of Finan-
(Instruction 1(c) to Form S-6) ) cial Condition
____________________
* Not applicable, answer negative or not required.
<PAGE>
Registration No. 333-61243
Parts A and B of this Prospectus do not contain all of the information with
respect to the investment company set forth in its registration statement and
exhibits relating thereto which have been filed with the Securities and Exchange
Commission, Washington, D.C. under the Securities Act of 1933 and the Investment
Company Act of 1940, and to which reference is hereby made.
[LOGO] MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
Select 5 Industrial Portfolio 98-6
- --------------------------------------------------------------------------------
(A Unit Investment Trust)
-----------------------------------------------------------------------------
The objectives of this Trust are to provide income and above-average growth
potential through an investment for approximately 1 year in a fixed portfolio
consisting of the five lowest dollar price per share common stocks of the ten
common stocks in the Dow Jones Industrial Average* having the highest dividend
yields on October 30, 1998.
The value of the Units of the Trust will fluctuate with the value of the
Portfolio of underlying Securities. UNITS OF THE TRUST ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, AND THE UNITS ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, FEDERAL RESERVE BOARD OR
ANY OTHER AGENCY. INVESTMENT IN UNITS OF THE TRUST IS SUBJECT TO INVESTMENT
RISK, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
* Dow Jones Industrial Average is the property of Dow Jones & Company, Inc.,
which HAS NOT PARTICIPATED IN ANY WAY IN THE CREATION OF THE TRUST OR IN THE
SELECTION OF STOCKS INCLUDED IN THE TRUST AND HAS NOT APPROVED ANY INFORMATION
INCLUDED HEREIN RELATING THERETO.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SPONSOR TRUSTEE
- ------------------------------ -------------------------------
<S> <C>
Dean Witter Reynolds Inc. The Chase Manhattan Bank
2 World Trade Center 270 Park Avenue
New York, New York 10048 New York, New York 10017
</TABLE>
PROSPECTUS DATED NOVEMBER 2, 1998
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 98-6
AS OF OCTOBER 30, 1998(1)
<TABLE>
<S> <C>
Aggregate Value of Securities in
Trust(2).............................. $ 240,617.94
Number of Units(3)...................... 25,000
Fractional Undivided Interest in the
Trust Represented by Each Unit........ 1/25,000th
Public Offering Price Per 100 Units:
Value of Securities in the Trust.... $ 958.50
Plus Value of Securities for
organization costs(4).............. 3.97
Total Value of Securities........... 962.47
Plus Sales Charge of 2.90% of Public
Offering Price(5) (2.925% of the
amount invested in Securities)..... 28.15
Less Deferred Sales Charge per 100
Units.............................. (20.00)
-------------
Public Offering Price per 100
Units(6)........................... $ 970.62
-------------
-------------
Sponsor's Repurchase Price per 100 Units
and Redemption Price per 100 Units
(based on the value of the underlying
Securities, $28.15 less than the
Public Offering Price per 100
Units)(7)............................. $ 942.47
-------------
-------------
</TABLE>
<TABLE>
<S> <C>
Evaluation Time......................... Close of the market: 4:00 P .M . New
York time.
Record Dates............................ January 1, 1999, April 1, 1999, July 1,
1999 and November 2, 1999.
Distribution Dates...................... January 15, 1999, April 15, 1999, July
15, 1999 and on or about November 9,
1999.(7)
Minimum Principal Distribution.......... No distribution need be made from the
Principal Account if the balance therein
is less than $1.00 per 100 Units
outstanding.
In-Kind Distribution Date............... October 13, 1999
Liquidation Period...................... Not to exceed 14 business days after the
In-kind Distribution Date.(8)
Mandatory Termination Date.............. November 2, 1999
Discretionary Liquidation Amount........ The Indenture may be terminated by the
Sponsor if the value of the Trust at any
time is less than 40% of the market
value of the Securities deposited in the
Trust.(3)
Trustee's Fee (including estimated
expenses)(9)............................ $1.23 per 100 Units.
Organization Costs (estimated)(4)....... $3.97 per 100 Units.
Sponsor's Portfolio Supervision Fee..... Maximum of $0.25 per 100 Units.
Deferred Sales Charge Payment Date...... The last business day of each month
commencing
January 29, 1999.
Minimum Purchase: $100.
</TABLE>
i
<PAGE>
- ---------
(1)The Initial Date of Deposit. The Indenture was signed and the initial deposit
of Securities with the Trustee was made on the Initial Date of Deposit.
(2)Based on the evaluation of the Securities as of 4:00 P.M. on October 30,
1998.
(3)The number of Units will be increased as the Sponsor deposits additional
Securities into the Trust. See "Introduction", in Part B.
(4)$3.97 per 100 Units will be distributed to the Sponsor at the close of the
initial offering period to reimburse the Sponsor for the payment of the
organization costs. The organization costs including the cost of preparation and
printing of the Indenture, Registration Statement and other documents relating
to the Trust, Federal and State registration fees and costs, initial fees of the
Trustee, and legal and auditing expenses will be borne by Unit Holders.
Organizational expenses per Unit have been estimated based on a Trust with
projected total assets of $25 million. To the extent the assets of the Trust are
less than such amount, the organizational expense per Unit may be greater than
the estimate shown. The Securities are subject to the sales charge.
(5)The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. The Initial Sales Charge is computed by deducting the Deferred Sales
Charge ($20.00 per 100 Units) from the aggregate sales charge (a maximum of
2.90% of the Public Offering Price); thus on the date of this Summary of
Essential Information, the Initial Sales Charge is $8.15 per 100 Units or 0.84%
of the Public Offering Price. The Initial Sales Charge paid by a Unit Holder may
be more or less than $8.15 per 100 Units because of the fluctuation of the value
of the Securities from that on the Initial Date of Deposit. The Initial Sales
Charge is reduced on a graduated basis on purchases of $25,000 or more (see
"Public Offering of Units--Volume Discount"). The Deferred Sales Charge is paid
through reduction of Trust assets by $2.50 per 100 Units on each Deferred Sales
Charge Payment Date through the sale of Securities on each such date or
distribution of cash available in the Principal Account for such payment. On a
repurchase, redemption or exchange of Units before the last Deferred Sales
Charge Payment Date, any remaining Deferred Sales Charge payments will be
deducted from the proceeds. Units purchased pursuant to the Reinvestment Program
are subject to that portion of the Deferred Sales Charge remaining at the time
of reinvestment (see "Reinvestment Program").
(6)This price is computed as of the Initial Date of Deposit and may vary from
such price on the date of this Prospectus or any subsequent date.
(7)This price is computed as of the Initial Date of Deposit and may vary from
such price on the date of this Prospectus or any subsequent date. This price
reflects deductions for remaining Deferred Sales Charge payments ($20.00 per 100
Units initially). In addition, after the initial offering period, the repurchase
and cash redemption prices will be further reduced to reflect the Trust's
estimated brokerage costs of selling Securities to meet redemptions, currently
estimated at $1.25 per 100 Units. Estimated organization costs will be
reimbursed to the Sponsor at the close of the initial offering period.
(8)The final distribution will be made within 5 business days following the
receipt of proceeds from the sale of all Portfolio Securities. (See:
"Administration of the Trust--Termination".)
(9)See: "Expenses and Charges" herein. The fee accrues daily and is payable on
each Distribution Date. Estimated dividends from the Securities, based on the
last dividends actually paid, are expected by the Sponsor to be sufficient to
pay the estimated expenses of the Trust. In addition to the Trustee's fee,
brokerage costs borne by the Trust in connection with the purchase of Securities
by the Trustee with cash deposited in the Trust are currently estimated at $1.00
per 100 Units. The Trustee's fee is based on a Trust with assets of $25 million.
If Trust assets are less than $25 million the Trustee's fee will be higher.
ii
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
FEE TABLE
THIS FEE TABLE IS INTENDED TO HELP YOU TO UNDERSTAND THE COSTS AND EXPENSES THAT
YOU WILL BEAR DIRECTLY OR INDIRECTLY. SEE PUBLIC OFFERING OF UNITS AND EXPENSES
AND CHARGES. ALTHOUGH THE TRUST HAS A TERM OF APPROXIMATELY ONE YEAR, AND IS A
UNIT INVESTMENT TRUST RATHER THAN A MUTUAL FUND, THIS INFORMATION IS PRESENTED
TO PERMIT A COMPARISON OF FEES (PERCENTAGES ARE BASED ON A $1,000 INVESTMENT IN
100 UNITS), ASSUMING THE PRINCIPAL AMOUNT AND DISTRIBUTIONS ARE EXCHANGED EACH
YEAR INTO A NEW TRUST SUBJECT ONLY TO THE DEFERRED SALES CHARGE AND TRUST
EXPENSES.
<TABLE>
<CAPTION>
AMOUNT PER
$1,000
INVESTMENT
UNIT HOLDER TRANSACTION EXPENSES IN 100 UNITS
- ------------------------------------------------------------ -------------
<S> <C> <C>
Initial Sales Charge Imposed of Purchase.................... 0.90%(a) $ 9.00
Deferred Sales Charge per Year.............................. 2.00%(b) 20.00
--------- ------
Maximum Sales Charge per Year............................... 2.90% $29.00
--------- ------
--------- ------
Maximum Sales Charge Imposed Per Year on Reinvested
Dividends.................................................. $20.00(c)
ORGANIZATIONAL COSTS (d).................................... 0.397% $ 3.97
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)(e)
Trustee's Fee............................................... 0.123% $ 1.23
Portfolio Supervision, Bookkeeping and Administrative
Fees....................................................... 0.025% 0.25
Other Operating Expenses.................................... -- --
--------- ------
Total................................................... 0.148% $ 1.48
--------- ------
--------- ------
</TABLE>
iii
<PAGE>
FEE TABLE--(continued)
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD
------------------------------------------
3 5 10
1 YEAR YEARS(f) YEARS(f) YEARS(f)
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming an estimated operating expense ratio and organization cost of
0.545% and a 5% annual return on the investment throughout the periods...... $ 34 $ 87 $ 142 $ 291
</TABLE>
The Example assumes reinvestment of all dividends and distributions and utilizes
a 5% annual rate of return as mandated by Securities and Exchange Commission
regulations applicable to mutual funds. For purposes of the Example, the
Deferred Sales Charge imposed on reinvestment of dividends is not reflected
until the year following payment of the dividend; the cumulative expenses would
be higher if sales charges on reinvested dividends were reflected in the year of
reinvestment. Because the reductions to the repurchase and cash redemption
prices described in footnote 7 on page (ii) apply only to the secondary market,
these reductions have not been reflected in the figures above. The Example
should not be considered a representation of past or future expenses or annual
rate of return; the actual expenses and annual rate of return may be more or
less than those assumed for purposes of the Example.
- ---------
(a) The Initial Sales Charge is actually the difference between 2.90% and the
Deferred Sales Charge ($20.00 per 100 Units) and would exceed 0.90% if the
Public Offering Price exceeds $1,000 per 100 Units.
(b) The actual fee is $2.50 per month per 100 Units, irrespective of purchase or
redemption price, paid on each Deferred Sales Charge Payment Date. If a
Holder sells Units before all of these payments have been made, the balance
of the Deferred Sales Charge will be paid from the sales proceeds. If the
Unit purchase price exceeds $10 per Unit, the Deferred Sales Charge will be
less than 2.00%; if the Unit purchase price is less than $10 per Unit, the
Deferred Sales Charge will exceed 2.00%.
(c) Reinvested dividends will be subject only to the Deferred Sales Charge
remaining at the time of reinvestment which may be more or less than 2.00%
of the Public Offering Price at the time of reinvestment (see "Reinvestment
Program").
(d) The cost of preparation and printing of the Indenture, Registration
Statement and other documents relating to the Trust, Federal and State
registration fees and costs, initial fees of the Trustee, and legal and
auditing expenses will be borne by Unit Holders. Organizational expenses per
Unit have been estimated based on a Trust with projected total assets of $25
million. To the extent the assets of the Trust are less than such amount,
the organizational expense per Unit may be greater than the estimate shown.
(e) The estimates do not include the costs borne by Unit Holders of purchasing
and selling Securities.
(f) Although each Trust has a term of approximately one year and is a unit
investment trust rather than a mutual fund, this information is presented to
permit a comparison of fees and expenses, assuming the principal amount and
distributions are exchanged each year into a new trust subject only to the
Deferred Sales Charge.
iv
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
THE TRUST--OBJECTIVE--The Morgan Stanley Dean Witter Select Equity Trust
Select 5 Industrial Portfolio 98-6 (the "Trust") is a unit investment trust
composed of publicly-traded common stocks or contracts to purchase such stocks
(the "Securities"). The objectives of the Trust are to provide income and
above-average growth potential through investment in the five lowest dollar
price per share common stocks of the ten common stocks in the Dow Jones
Industrial Average having the highest dividend yield (the "Select 5") as of
October 30, 1998. The companies represented in the Trust are some of the most
well-known and highly capitalized companies in America. Many are household
names. A hypothetical investment in approximately equal values of the Select 5
for one year periods ending December 31 would have, in 18 of the last 25 years,
yielded a higher total return than an investment in all of the stocks comprising
the Dow Jones Industrial Average itself. The Select 5 Industrial Portfolio seeks
to achieve a better performance than a hypothetical investment in all of the
stocks comprising the Dow Jones Industrial Average. Investment in a number of
companies having high dividends relative to their stock prices is designed to
increase the Trust's potential for higher returns. There, however, is no
guarantee that the objectives of the Trust will be achieved. See "Risk
Factors--Special Considerations" below.
On the initial Date of Deposit and thereafter, the Sponsor may, under the
Indenture and Agreement, deposit additional Securities, contracts to purchase
additional Securities together with a letter of credit and/or cash (or a letter
of credit in lieu of cash) with instructions to purchase additional Securities
in order to create Additional Units while maintaining to the extent practicable
the proportionate relationship between the number of shares of each Security in
the Portfolio.
SPECIAL CHARACTERISTICS OF THE TRUST--SECURITIES SELECTION--The Trust
Portfolio consists of the five lowest dollar price per share common stocks of
the ten common stocks in the Dow Jones Industrial Average ("DJIA") having the
highest dividend yield as of October 30, 1998. The yield for each stock was
calculated by annualizing the last quarterly ordinary dividend declared and
dividing the annualized dividend by the market value of the stock. Such formula
(an objective determination) served as the basis for the Sponsor's selection of
the ten stocks in the Dow Jones Industrial Average having the highest dividend
yield. The five lowest price per share stocks from among such ten highest
yielding stocks were then selected. The philosophy is simple. The Trust does not
require sophisticated analysis or an explanation of complex investment
strategies, just the pure and simple concept of buying a quality portfolio of
stocks from among the stocks with the highest dividend yields of the stocks in
the DJIA in one convenient purchase. The Securities were selected irrespective
of any buy or sell recommendation by the Sponsor or any affiliate. Investing in
the Select 5 may be effective as well as conservative because regular dividends
are common for established companies and dividends have accounted for a
substantial portion of the total return on stocks in the DJIA as a group.
Simple strategies can sometimes be the most effective. To outperform the
market is more difficult than just outperforming other asset classes. The Trust
seeks a higher total return than a hypothetical investment in all of the stocks
in the DJIA by acquiring the Select 5 and holding them for about one year.
Purchasing a portfolio of these stocks through an investment in the Trust as
opposed to one or two individual stocks may achieve better overall performance
and will achieve greater diversification. There is only one investment decision
instead of five, and four distributions to the investor during the one-year life
of the Trust instead of 20. An investment in the Trust can be cost-efficient,
avoiding the odd-lot costs of buying small quantities of securities directly.
Investment in a number of companies with high dividends relative to their stock
prices is designed to increase the Trust's potential for higher returns. The
Trust's return may consist of a combination of capital appreciation and current
dividend income.
RISK FACTORS--SPECIAL CONSIDERATIONS--An investment in Units of the Trust
should be made with an understanding of the following risks:
Investors should note that the above criteria were applied to the Securities
selected for inclusion in the Trust Portfolio as of October 30, 1998. The Trust
is an unmanaged, fixed portfolio of common stocks. Subsequent to October 30,
1998, the Securities may no longer rank among the Select 5 (other securities
having replaced them in such ranking), the yields on the Securities in the
portfolio may change or the Securities may no longer be included in the DJIA.
The Sponsor, on and subsequent to the Initial Date of Deposit, expects to
deposit additional Securities which reflect the Portfolio as of the Initial Date
of Deposit, subject to permitted
v
<PAGE>
adjustments, and sell such additional Units created. The sale of additional
Units and the sale of Units in the secondary market may continue even though the
Securities would no longer be chosen for deposit into the Trust if the selection
process were to be made at such later time.
Investors must be able and willing to assume the risks associated with
equity investing in a fixed portfolio of common stocks. There are risks inherent
in an investment in common stocks, which comprise the portfolio of the Trust,
including risks associated with the limited rights of holders of common stock to
receive payments from issuers of such stock; such rights are inferior to those
of creditors and holders of debt obligations or preferred stock. Also, holders
of common stock have the right to receive dividends only when, as and if such
dividends are declared by the issuer's board of directors. Investors should also
be aware that the value of the underlying Securities in the Portfolio may
fluctuate in accordance with changes in the value of common stocks in general.
There are certain risks of price volatility associated with investment in common
stocks and there is additional risk due to the relative lack of diversity since
the portfolio of the Trust contains only five stocks. Such concentration may
subject the portfolio to greater risk than a portfolio that is more diversified.
Securities may appreciate or depreciate in value (or pay dividends)
depending on the full range of economic and market influences (both domestic and
international) affecting corporate profitability, the financial condition of
issuers and the prices of equity securities in general and the Securities in
particular.
Although the Trust is a one year investment, the strategy is long-term.
Investors should consider reinvesting in successive trusts, for example, for at
least three to five years, to take advantage of the long term strategy. There
can be no assurance, however, that the Sponsor will offer successive trusts.
Investors desiring to invest in successive trusts must so elect in connection
with the termination of the prior trust.
In connection with the deposit by the Sponsor of cash (or a letter of credit
in lieu of cash) with instructions to purchase additional Securities in order to
create Additional Units, to the extent that the price of a Security fluctuates
between the time the cash is deposited and the time the cash is used to purchase
the Security, Units (including previously issued Units) may represent more or
less of that Security and more or less of other Securities in the Portfolio of
the Trust. In addition, the brokerage fees incurred in purchasing Securities
with such deposited cash will be borne by the Trust. Any Unit Holder who
purchased Units prior to the purchase of Securities with such deposited cash
would experience dilution as a result of any such brokerage fees.
ADDITIONAL RISK FACTORS--SPECIAL CONSIDERATIONS--See also notes to "Schedule
of Portfolio Securities" and "The Trust--Risk Factors--Special Considerations"
below.
DISTRIBUTION--The Trustee will distribute any dividends (net of Trust
expenses) and any proceeds from the disposition of Securities not used for
redemption of Units received by the Trust on January 15, 1999, April 15, 1999,
July 15, 1999 and on or about November 9, 1999 to holders of record on January
1, 1999, April 1, 1999, July 1, 1999 and the Termination Date, respectively.
Upon termination of the Trust, the Trustee will distribute to each Unit Holder
of record its pro rata share of the Trust's assets, less expenses and less any
Deferred Sales Charge then payable or Unit Holders can elect to reinvest their
distributions automatically in units of a New Series (as defined below), if
offered by the Sponsor, which units acquired through reinvestment upon
termination will be subject only to a deferred sales charge (see "Administration
of the Trust--Termination"). The sale of Securities in the Trust during the
period prior to termination and upon termination may result in a lower amount
than might otherwise be realized if such sale were not required at such time due
to impending or actual termination of the Trust. For this reason, among others,
the amount realized by a Unit Holder upon termination may be less than the
amount paid by such Unit Holder. (See: "Administration of the
Trust--Distribution".)
The Sponsor anticipates that, based upon the last dividends actually paid by
the companies listed in the "Schedule of Portfolio Securities", dividends from
the Securities will be sufficient to (i) pay expenses of the Trust and (ii)
after such payment, to make distributions to Unit Holders as described herein.
(See: "Expenses and Charges" and "Administration of the Trust--Distribution".)
PUBLIC OFFERING PRICE--The Public Offering Price per 100 Units is computed
on the basis of the aggregate value of the underlying Securities next computed
after receipt of a purchase order plus cash on hand in the Trust, divided by the
number of Units
vi
<PAGE>
outstanding times 100, plus a sales charge of 2.925% of such evaluation per 100
Units (the amount invested in Securities); this results in a sales charge of
2.90% of the Public Offering Price. A proportionate share of amounts, if any, in
the Income Account is also added to the Public Offering Price. (See "Public
Offering of Units--Public Offering Price".) The total sales charge consists of
an Initial Sales Charge and a Deferred Sales Charge, the total of which equals
2.90% of the Public Offering Price or 2.925% of the amount invested in
Securities. The Initial Sales Charge is computed by deducting the Deferred Sales
Charge ($20.00 per 100 Units) from the aggregate sales charge; thus, on the date
of the Summary of Essential Information, the Initial Sales Charge is $8.15 per
100 Units or 0.84% of the Public Offering Price. The Initial Sales Charge paid
by a Unit Holder may be more or less than $8.15 per 100 Units because of the
fluctuation of the value of the Securities from that on the Initial Date of
Deposit. The Initial Sales Charge will vary with changes in the aggregate sales
charge and is deducted from the purchase price of a Unit at the time of purchase
and paid to the Sponsor. The Initial Sales Charge will be reduced on a graduated
basis on purchases of $25,000 or more.
Unit Holders acquiring Units in future series, if any, through an exchange
or rollover of Units of a previous series of the Select 5 Industrial Portfolio
will acquire such Units subject only to the Deferred Sales Charge. The Deferred
Sales Charge is paid through reduction of Trust assets by $2.50 per 100 Units
monthly on each Deferred Sales Charge Payment Date commencing on the first
Deferred Sales Charge Payment Date shown on the Summary of Essential Information
through the sale of Securities on each such date or distribution of cash
available for such payment. Units purchased pursuant to the Reinvestment Program
are subject only to deductions remaining of the Deferred Sales Charge (see
"Reinvestment Program"). If a Unit Holder exchanges, redeems or sells his Units
to the Sponsor prior to the last Deferred Sales Charge Payment Date, the Unit
Holder is obligated to pay any remaining Deferred Sales Charge.
MARKET FOR UNITS--The Sponsor, though not obligated to do so, intends to
maintain a market for the Units. If such market is not maintained, a Unit Holder
will be able to dispose of his Units through redemption at prices based on the
aggregate value of the underlying Securities. (See: "Redemption".) Market
conditions may cause such prices to be greater or less than the amount paid for
Units. The Sponsor's Repurchase Price, like the Redemption Price, will reflect
the deduction from the value of the underlying Securities of any unpaid amount
of the Deferred Sales Charge. Investors should note that the Deferred Sales
Charge of $2.50 per 100 Units will be deducted from Trust assets on the last
business day of each of the eight months commencing on the first Deferred Sales
Charge Payment Date shown on the Summary of Essential Information, and to the
extent the entire Deferred Sales Charge has not been so deducted or paid at the
time of repurchase or redemption of the Units, the remainder will be deducted
from the proceeds of sale or redemption or in calculating an in-kind redemption.
TERMINATION--The Trust will terminate approximately 1 year after the Initial
Date of Deposit regardless of market conditions at that time. The Trust will
then liquidate. Unit Holders may elect to receive shares in-kind. Prior to
termination of the Trust, the Trustee will begin to sell the Securities held in
the Trust over a period not to exceed 14 consecutive business days (the
"Liquidation Period"). Monies held upon such sale of Securities will be held
uninvested in non-interest bearing accounts created by the Indenture until
distributed pro rata to Unit Holders on or about November 9, 1999, and will be
of benefit to the Trustee during such period. During the life of the Trust,
Securities will not be sold to take advantage of market fluctuations.
Because the Trust is not managed and the Securities can only be sold during
the Liquidation Period or under certain other limited circumstances described
herein, the proceeds received from the sale of Securities may be less than could
be obtained if the sale had taken place at a different time. Depending on the
volume of Securities sold and the prices of and demand for Securities at the
time of such sale, the sales of Securities from the Trust may tend to depress
the market prices of such Securities and hence the value of the Units, thus
reducing termination proceeds available to Unit Holders. In order to mitigate
potential adverse price consequences of heavy volume trading in the Securities
taking place over a short period of time and to provide an average market price
for the Securities, the Trustee will follow procedures set forth in the
Indenture to sell the Securities in an orderly fashion over a period not to
exceed the Liquidation Period. The Sponsor can give no assurance, however, that
such procedures will mitigate negative price consequences or provide a better
price for such Securities. The Trust may terminate earlier than on the Mandatory
Termination Date if the value of the Trust is less than the Discretionary
Liquidation Amount set forth under "Administration of the Trust--Termination."
vii
<PAGE>
THE DJIA, HISTORICALLY SPEAKING
The first DJIA, consisting of 12 stocks, was published in THE WALL STREET
JOURNAL in 1896. The list grew to 20 stocks in 1916 and to 30 stocks on October
1, 1928. Taking into account a number of name changes, 1 of the original
companies is still in the DJIA today. For two periods of 17 consecutive years
each, there were no changes to the list: March 15, 1939-July 2, 1956 and June 2,
1959-August 8, 1976.
<TABLE>
<CAPTION>
LIST AS OF OCTOBER 1, 1928 CURRENT LIST
- ---------------------------------------- ----------------------------------------
<S> <C>
Allied Chemical Allied Signal
American Can Aluminum Co. of America
American Smelting American Express
American Sugar AT&T
American Tobacco Boeing
Atlantic Refining Caterpillar
Bethlehem Steel Chevron
Chrysler Coca-Cola
General Electric Disney, Walt
General Motors Dupont
General Railway Signal Eastman Kodak
Goodrich Exxon
International Harvester General Electric
International Nickel General Motors
Mack Trucks Goodyear
Nash Motors Hewlett-Packard Co.
North American IBM
Paramount Publix International Paper
Postum, Inc. Johnson & Johnson
Radio Corporation of America (RCA) McDonald's
Sears Roebuck & Company Merck
Standard Oil of New Jersey Minnesota Mining
Texas Corporation Morgan (J.P.), & Co., Incorporated
Texas Gulf Sulphur Philip Morris
Union Carbide Procter & Gamble
United States Steel Sears, Roebuck & Company
Victor Talking Machine Travelers Group
Westinghouse Electric Union Carbide
Woolworth United Technologies
Wright Aeronautical Wal-Mart Stores, Inc.
</TABLE>
The Dow Jones Industrial Average is comprised of 30 common stocks chosen by
the editors of THE WALL STREET JOURNAL as representative of the broad market and
of American industry. The companies are major factors in their industries and
their stocks are widely held by individuals and institutional investors.
viii
<PAGE>
Changes in the components are made entirely by the editors of THE WALL
STREET JOURNAL without consultation with the companies, the stock exchange or
any official agency. For the sake of continuity, such changes are made rarely.
Most substitutions have been the result of mergers, but from time to time
changes may be made to achieve a better representation. The composition of the
Dow Jones Industrial Average may be changed at any time for any reason.
The following table shows the actual performance of (i) all of the stocks in
the Dow Jones Industrial Average; and (ii) a hypothetical investment in
approximately equal values of the five lowest dollar price per share stocks of
the ten stocks in such index having the highest dividend yield as of the close
of the last business day of the previous year for each year indicated.
<TABLE>
<CAPTION>
COMPARISON OF TOTAL RETURN
- ------------------------------------------------------------------------------
SELECT 5
DJIA STRATEGY
YEAR TOTAL TOTAL
ENDED 12/31 RETURN(1)(2)(3) RETURN(4)(5)(6)
- ---------------------------------- -------------------- --------------------
<S> <C> <C>
1973 -13.12% 16.47%
1974 -23.14% -7.53%
1975 44.40% 67.11%
1976 22.72% 39.20%
1977 -12.71% 3.37%
1978 2.69% -1.17%
1979 10.52% 7.67%
1980 21.41% 39.11%
1981 -3.40% 1.25%
1982 25.79% 40.33%
1983 25.68% 34.59%
1984 1.06% 8.68%
1985 32.78% 36.24%
1986 26.91% 28.42%
1987 6.02% 8.85%
1988 15.95% 19.71%
1989 31.71% 15.67%
1990 -0.57% -17.79%
1991 23.93% 60.21%
1992 7.35% 20.73%
1993 16.74% 31.70%
1994 4.95% 6.35%
1995 36.49% 28.18%
1996 28.57% 23.87%
1997 24.75% 17.53%
1/1/1998 through 10/30/1998 10.06% 9.53%
- ---------------------------------- -------- --------
Average annual return, 1973-1997 13.01% 19.58%
</TABLE>
- ---------
(1) An index of 30 stocks compiled by Dow Jones.
(2) The change in value of the DJIA plus the dividend return for the year.
ix
<PAGE>
(3) These returns shown are not guarantees of future performance and should not
be used as a predictor of returns to be expected in connection with a
Portfolio. Such returns do not reflect sales charges, commissions, expenses
or taxes.
(4) The change in value of a hypothetical investment in approximately equal
values of the five lowest dollar price per share common stocks of the ten
highest yielding stocks in the DJIA as of the close of the last business day
of the previous year plus the dividend return for the year on such stocks.
(5) Reflects Trust sales charges (the full sales charge in the first year;
reduced rollover sales charges thereafter), estimated expenses and quarterly
reinvestment of dividends, but does not reflect commissions incurred in
buying and selling portfolio securities or taxes.
(6) These returns shown reflect past performance of Select 5 strategy stocks
(but not any trust). They are not guarantees of future performance and
should not be used as a predictor of returns to be expected in connection
with a Trust. The actual returns of a particular Trust or purchase of units
of a Trust will vary from the hypothetical strategy returns due to, among
other things, timing differences and the fact that an actual Trust has sales
charges, expenses and commissions.
-------------------
The Select 5 Industrial Portfolio seeks to achieve a better performance than
the performance of all of the stocks in the Dow Jones Industrial Average (DJIA)
through investment for about one year in the Select 5 strategy stocks. In 18 of
the last 25 years, a hypothetical strategy of investing in approximately equal
values of these stocks each year would have yielded a higher total return than
an investment in all the stocks which make up the DJIA.
The average annual return reflects a rate of growth per year (assuming
reinvestment of all dividends at the end of each period for the DJIA) that a
hypothetical investment in all of the stocks in the DJIA and the Select 5
strategy would have provided over the above 25 year period through year ended
1997. Only the Select 5 Strategy figures reflect Trust sales charges (the full
sales charge in the first year; reduced rollover sales charges thereafter),
estimated expenses and quarterly reinvestment of dividends. As indicated in the
above tables, the Select 5 strategy underperformed a hypothetical investment in
all of the stocks in the DJIA in certain years and there can be no assurance
that the portfolio of the Trust will outperform a hypothetical investment in all
of the stocks in the DJIA over the life of the Trust.
--PORTFOLIO CHARACTERISTICS. The Portfolio of the Trust consists of five
issues of Securities, all of which are common stocks, issued by companies in the
categories set forth below:
<TABLE>
<CAPTION>
PERCENTAGE OF
PORTFOLIO AGGREGATE MARKET VALUE
CATEGORIES OF ISSUER NUMBERS OF TRUST PORTFOLIO*
- ----------------------------------------------- --------------- ------------------------
<S> <C> <C>
Plastics, Fibers, Polymers 2 19.74%
Heavy Construction Equipment 1 20.01%
Automotive 3 20.15%
Industrial Chemicals 5 20.14%
Food, Tobacco, Beverage 4 19.95%
</TABLE>
- ---------
* As of Initial Date of Deposit, subject to future change.
x
<PAGE>
On the Date of Deposit, the aggregate market value of the Securities in the
Trust was $240,617.94.
PERFORMANCE INFORMATION--Information on the performance of the Trust, one or
more Select 5 series and the Select 5 stock strategy on the basis of changes in
Unit price (total return) may be included from time to time in advertisements,
sales literature and reports to current or prospective Unit Holders. Average
annualized returns may also be shown for consecutive series of the same Select 5
Industrial Portfolio cycle. Information on the performance of the Select 5
stocks contained in this Prospectus, as further updated, may also be included
from time to time in such material. Performance of individual Select 5
Portfolios may also be shown along with performance of the other portfolios for
comparable (though not necessarily identical) periods and on a combined basis.
Material reflecting annual performance of a hypothetical investment in the
Select 5 stock strategy may not reflect commissions, taxes, sales charges or
expenses. Past performance cannot guarantee future results.
LITIGATION AND LEGISLATION--Philip Morris Companies common stock represents
approximately 20% of the value of the Portfolio. Pending legal proceedings
against Philip Morris cover a wide range of matters including product liability
and consumer protection. Damages claimed in many of the smoking and health cases
alleging personal injury (both individual and class actions), and in health cost
recovery cases brought by governments, unions and similar entities seeking
reimbursement for health care expenditures, aggregate many billions of dollars.
In June 1997, Philip Morris and other companies in the U.S. tobacco industry
entered into a settlement of significant litigation and regulatory issues
affecting the industry generally. While the costs of that settlement to the
tobacco industry would have been greater and would have had a material adverse
effect on the financial performance of the domestic tobacco business of Philip
Morris, industry leaders considered that it at least would reduce uncertainties
facing the industry and increase stability in business and capital markets.
Proposed legislation threatens the negotiated settlement, would substantially
change many aspects of it and would increase the uncertainty surrounding the
proposed resolution of issues that could adversely affect the volume, operating
revenues and financial position of tobacco companies such as Philip Morris. Such
legislation would have a devastating impact on the company and its stockholders,
among others.
The Sponsor cannot predict the outcome of the litigation pending against
Philip Morris or how the current uncertainty concerning regulatory and
legislative measures will ultimately be resolved. The Sponsor cannot predict
whether these and other possible developments will have a material effect on the
price of Philip Morris stock over the term of the Portfolio, which could in turn
adversely affect Unit prices. A substantial decline in the price of Philip
Morris stock may result in a substantial decline in the value of a Unit.
Except as stated above, the Sponsor does not know of any pending litigation
as of the initial date of deposit that might reasonably be expected to have a
material adverse effect on the Portfolio, although pending litigation may have a
material adverse effect on the value of Securities in the Portfolio. In
addition, at any time after the initial date of deposit, litigation may be
initiated on a variety of grounds, or legislation may be enacted, affecting the
Securities in the Portfolio or the issuers of the Securities. Changing
approaches to regulation, particularly with respect to the environment or with
respect to the petroleum or tobacco industry, may have a negative impact on
certain companies represented in the Portfolio. There can be no assurance that
future litigation, legislation, regulation or deregulation will not have a
material adverse effect on the Portfolio or will not impair the ability of the
issuers of the Securities to achieve their business goals. From time to time
Congress considers proposals to reduce the rate of the dividends-received
deduction. This type of legislation, if enacted into law, would adversely affect
the after-tax return to investors who can take advantage of the deduction.
xi
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 98-6
We have audited the accompanying statement of financial condition and
schedule of portfolio securities of the Morgan Stanley Dean Witter Select Equity
Trust Select 5 Industrial Portfolio 98-6 as of October 30, 1998. These financial
statements are the responsibility of the Trustee. (See note (f) to the statement
of financial condition). Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of an irrevocable letter of credit and contracts for the purchase
of securities, as shown in the statement of financial condition and schedule of
portfolio securities as of October 30, 1998, by correspondence with The Chase
Manhattan Bank, the Trustee. An audit also includes assessing the accounting
principles used and significant estimates made by the Trustee, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition and schedule of
portfolio securities referred to above present fairly, in all material respects,
the financial position of the Morgan Stanley Dean Witter Select Equity Trust
Select 5 Industrial Portfolio 98-6 as of October 30, 1998 in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
October 30, 1998
New York, New York
xii
<PAGE>
STATEMENT OF FINANCIAL CONDITION
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 98-6
INITIAL DATE OF DEPOSIT, OCTOBER 30, 1998
<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's Contracts to purchase
underlying Securities backed by an
irrevocable letter of credit (a)
(b)................................ $240,617.94
-----------
Total............................. $240,617.94
-----------
-----------
LIABILITY AND INTEREST OF UNIT HOLDERS
Liability--
Payment of deferred portion of
sales charge (c)................. $ 5,000.00
Reimbursement to Sponsor for
organization costs (b)........... 992.50
-----------
Subtotal.......................... $ 5,992.50
-----------
Interest of Unit Holders--
Units of fractional undivided
interest outstanding:
Cost to investors (d)............. $242,655.85
Less: Gross underwriting
commissions (e).................. (7,037.91)
Less: Organization Costs (b)...... (992.50)
-----------
Net amount applicable to
investors.......................... $234,625.44
-----------
Total............................. $240,617.94
-----------
-----------
</TABLE>
xiii
<PAGE>
- ---------
(a) The aggregate value of the Securities represented by Contracts to Purchase
listed under "Schedule of Portfolio Securities" and their cost to the Trust
are the same. The value is determined by the Trustee on the basis set forth
under "Public Offering of Units--Public Offering Price" as of the Initial
Date of Deposit. An irrevocable letter of credit issued by Den Danske Bank,
New York Branch, in the amount of $300,000.00 has been deposited with the
Trustee.
(b) A portion of the Public Offering Price consists of Securities in an amount
sufficient to pay for all or a portion of the costs incurred in establishing
the Trust. The Sponsor will be reimbursed for the organization costs at the
close of the initial offering period. Organizational costs per unit have
been estimated based on a Trust with projected total assets of $25 million.
To the extent the assets of the Trust are less than $25 million, the
organizational costs may be less although the per Unit amount may increase.
To the extent the assets of the Trust are more, the organizational costs may
be higher, although the per Unit amount may decrease.
(c) Represents the aggregate amount of mandatory distributions of $2.50 per 100
Units per month payable on the last business day of each month from January
29, 1999 through August 31, 1999. Distributions will be made to an account
maintained by the Trustee from which the Unit Holders' Deferred Sales Charge
obligation to the Sponsor will be satisfied. If Units are redeemed prior to
August 31, 1999, the remaining portion of the obligation applicable to such
Units will be transferred to such account on the redemption date.
(d) The aggregate Public Offering Price is computed on the basis set forth under
"Public Offering of Units--Public Offering Price" as of the evaluation time
on the Date of Deposit.
(e) The aggregate sales charge of 2.90% of the Public Offering Price per 100
Units is computed on the basis set forth under "Public Offering of
Units--Public Offering Price".
(f) The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of the Trust
and is responsible for establishing and maintaining a system of internal
controls directly related to, and designed to provide reasonable assurance
as to the integrity and reliability of, financial reporting of the Trust.
The Trustee is also responsible for all estimates and accruals reflected in
the Trust's financial statements. The Trustee determines the price for each
underlying Security included in the Trust's Schedule of Portfolio Securities
on the basis set forth in "Public Offering of Units--Public Offering Price".
Under the Securities Act of 1933, as amended (the "Act"), the Sponsor is
deemed to be an issuer of the Trust's Units. As such, the Sponsor has the
responsibility of an issuer under the Act with respect to financial
statements of the Trust included in the Registration Statement under the Act
and amendments thereto.
xiv
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 98-6
ON INITIAL DATE OF DEPOSIT, OCTOBER 30, 1998
<TABLE>
<CAPTION>
CURRENT PROPORTIONATE PERCENTAGE
ANNUAL RELATIONSHIP OF AGGREGATE PRICE PER COST OF
PORTFOLIO DIVIDEND PER NUMBER OF BETWEEN NO. MARKET VALUE SHARE TO SECURITIES
NO. NAME OF ISSUER SHARE (1) SHARES OF SHARES OF TRUST TRUST TO TRUST (2)(3)
- --------- ------------------------------- ------------ --------- ------------- ------------ --------- ---------------
<C> <S> <C> <C> <C> <C> <C> <C>
1. Caterpillar $1.20 1,070 22.00% 20.01% $ 45.00 $ 48,150.00
2. DuPont (E.I.) de Nemours & Co. 1.40 826 16.99 19.74 57.50 47,495.00
3. General Motors Corp. 2.00 769 15.81 20.15 63.0625 48,495.06
4. Philip Morris Cos., Inc. 1.76 939 19.31 19.95 51.125 48,006.38
5. Union Carbide Corp. 0.90 1,259 25.89 20.15 38.50 48,471.50
--------- ---------------
4,863 $ 240,617.94
--------- ---------------
--------- ---------------
</TABLE>
- ---------
(1) Based on the latest quarterly or semiannual declaration. There can be no
assurance that future dividend payments, if any, will be maintained in an
amount equal to the dividend listed above.
(2) All Securities are represented entirely by contracts to purchase entered
into on October 30, 1998. Valuation of Securities by the Trustee was made on
the basis of the closing sale price on the New York Stock Exchange on
October 30, 1998. The aggregate purchase price to the Sponsor for the
Securities deposited in the Trust is $240,617.94.
(3) The Sponsor had no profit or loss on the Initial Date of Deposit.
The Sponsor or affiliates thereof may perform or seek to perform investment
banking services for, and may have acted as an underwriter, manager or
co-manager of a public offering of the securities of the above issuers during
the last three years. The Sponsor or affiliates may serve as specialists in the
Securities in this Trust on one or more stock exchanges, or markets, may make
markets in or may have a long or short position in or effect transactions in any
of these stocks or in options on any of these stocks, and may be on the opposite
side of public orders executed on the floor of an exchange where the Securities
are listed. An officer, director or employee of the Sponsor or affiliates may be
an officer or director of one or more of the issuers of the Securities in the
Trust. The Sponsor or affiliates may trade for its own account as an odd-lot
dealer, market maker, block positioner and/or arbitrageur in any of the
Securities or options relating thereto. The Sponsor, its affiliates, directors,
elected officers, employees and employee benefits programs may have either a
long or short position in any Security or option relating thereto.
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PROSPECTUS PART B
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
INTRODUCTION
This series of the Morgan Stanley Dean Witter Select Equity Trust (the
"Trust") was created under the laws of the State of New York pursuant to a Trust
Indenture and Agreement (the "Indenture") and a related Reference Trust
Agreement (the "Agreement") (collectively, the "Indenture and Agreement")*,
between Dean Witter Reynolds Inc. (the "Sponsor") and The Chase Manhattan Bank
(the "Trustee"). The Sponsor is a principal operating subsidiary of Morgan
Stanley Dean Witter & Co., a publicly-held corporation. (See: "Sponsor".) The
objectives of the Trust are income and above average growth potential through
investment in a fixed portfolio of Securities (the "Portfolio") of
publicly-traded common stock. There is no assurance that these objectives will
be met because the Securities may appreciate or depreciate in value (or pay
dividends) depending on the full range of economic and market influences
affecting corporate profitability, the financial condition of issuers and the
prices of equity securities in general and the Securities in particular.
On the date of creation of the Trust (the "Initial Date of Deposit"), the
Sponsor deposited with the Trustee certain securities and contracts and funds
(represented by irrevocable letter(s) of credit issued by major commercial
bank(s)) for the purchase of such securities (collectively, the "Securities") at
prices equal to the market value of such Securities as determined by the Trustee
as of the Initial Date of Deposit and/or cash (or a letter of credit in lieu of
cash) with instructions to the Trustee to purchase such Securities. (See:
"Schedule of Portfolio Securities".) The Trust was created simultaneously with
the deposit of the Securities with the Trustee and the execution of the
Indenture and the Agreement. The Trustee then immediately recorded the Sponsor
as owner of the units (the "Units") comprising the entire ownership of the
Trust.
Through this prospectus (the "Prospectus"), the Sponsor is offering the
Units, including Additional Units, as defined below, for sale to the public. The
holders of Units (the "Unit Holders") will have the right to have their Units
redeemed at a price based on the market value of the Securities (the "Redemption
Value") if they cannot be sold in the secondary market which the Sponsor,
although not obligated to, proposes to maintain. In addition, the Sponsor may
offer for sale, through this Prospectus, Units which the Sponsor may have
repurchased in the secondary market or upon the tender of such Units for
redemption. The Trustee has not participated in the selection of Securities for
the Trust, and neither the Sponsor nor the Trustee will be liable in any way for
any default, failure or defect in any Securities.
With the deposit of the Securities in the Trust on the Initial Date of
Deposit, the Sponsor established a proportionate relationship between the number
of shares of each Security in the Portfolio. (The original proportionate
relationships on the Initial Date of Deposit are set forth in "Schedule of
Portfolio Securities".) The original proportionate relationships are subject to
adjustment under certain limited circumstances. (See: "Administration of the
Trust--Portfolio Supervision".) The Sponsor is permitted under the Indenture and
Agreement to deposit additional Securities, contracts to purchase additional
Securities together with a letter of credit and/or cash (or a letter of credit
in lieu of cash) with instructions to the Trustee to purchase additional
Securities in order to create additional Units ("Additional Units"). Any such
additional deposits made in the 90 day period following the creation of the
Trust will consist of securities identical to those already in the Trust and
will be in amounts which maintain, to the extent practicable, the original
proportionate relationship between the number of shares of each Security and any
cash in the Portfolio. It may not be possible to maintain the exact original
proportionate relationship because of price changes or other reasons.
- ---------
* Reference is hereby made to said Indenture and Agreement and any statements
contained herein are qualified in their entirety by the provisions of said
Indenture and Agreement.
<PAGE>
Any cash deposited with instructions to purchase Securities may be held in
an interest bearing account by the Trustee. Any interest earned on such cash
will be the property of the Trust. Any cash deposited with instruction to
purchase Securities not used to purchase Securities and any interest not used to
pay Trust expenses will be distributed to Unit Holders on the earlier of the
first Distribution Date or 90 days after the Initial Date of Deposit. Additional
Units may be continuously offered for sale to the public by means of this
Prospectus. Subsequent to the 90 day period following the Initial Date of
Deposit any deposit of additional Securities and cash must exactly replicate the
portfolio immediately prior to such deposit. The Sponsor may acquire large
volumes of additional Securities for deposit into the Trust over a short period
of time. Such acquisitions may tend to raise the market prices of these
Securities. To minimize the risk of price fluctuations when purchasing
Securities, the Trust may purchase Securities at the closing price as of the
Evaluation Time by entering into trades with unaffiliated broker/dealers for the
purchase of large quantities of shares. Such trades will be entered into at an
increased commission cost which will be borne by the Trust. (See "Summary of
Essential Information"). The Sponsor cannot currently predict the actual market
impact of the Sponsor's purchases of additional Securities because the actual
volume of Securities to be purchased and the supply and price of such Securities
are not known.
Units will be sold to investors at the Public Offering Price next computed
after receipt of the investor's order to purchase Units, if Units are available
to fill orders on the day that that price is set. If Units are not available or
are insufficient to fill the order, the investor's order will be rejected by the
Sponsor. The number of Units available may be insufficient to meet demand
because of the Sponsor's inability to or decision not to purchase and deposit
underlying Securities in amounts sufficient to maintain the proportionate
numbers of shares of each Security as required to create additional Units. The
Sponsor may, if unable to accept orders on any given day, offer to execute the
order as soon as sufficient Units can be created. An investor who agrees to this
will be deemed to place a new order for that number of Units each day until that
order is accepted. The investor's order will then be executed, when Units are
available, at the Public Offering Price next calculated after such continuing
order is accepted. The investor will, of course, be able to revoke his purchase
offer at any time prior to acceptance by the Sponsor. The Sponsor will execute
orders to purchase in the order it determines that they are received, i.e.,
orders received first will be filled first, except that indications of interest
prior to the effectiveness of the registration of the offering of Trust Units
which become orders upon effectiveness will be accepted according to the order
in which the indications of interest were received.
On the Initial Date of Deposit, each Unit represented the fractional
undivided interest in the Securities and net income of the Trust set forth under
"Summary of Essential Information". Thereafter, if any Units are redeemed, the
amount of Securities in the Trust will be reduced, and the fractional undivided
interest represented by each remaining Unit in the balance of the Trust will be
increased. However, if Additional Units are issued by the Trust, the aggregate
value of the Securities in the Trust will be increased by amounts allocable to
such Additional Units and the fractional undivided interest in the balance will
be decreased. In connection with the deposit by the Sponsor of cash (or a letter
of credit in lieu of cash) with instructions to purchase additional Securities
in order to create Additional Units, to the extent that the price of a Security
fluctuates between the time the cash is deposited and the time the cash is used
to purchase the Security, Units (including previously issued Units) may
represent more or less of that Security and more or less of other Securities in
the Portfolio of the Trust. Units will remain outstanding until redeemed upon
tender to the Trustee by any Unit Holder (which may include the Sponsor) or
until the termination of the Trust pursuant to the Indenture and Agreement.
THE TRUST
OBJECTIVES AND SECURITIES SELECTION
The objectives of the Trust are (i) to provide income and (ii) to offer
above-average growth potential through an investment for approximately one year
in a fixed diversified portfolio of Securities chosen in the manner described in
the "Summary of Essential Information" in Part A herein. There is, of course, no
guarantee that the Trust's objectives will be achieved.
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The Trust consists of such of the Securities listed under "Schedule of
Portfolio Securities" as may continue to be held from time to time in the Trust
and any additional Securities and/or contributed cash acquired and held by the
Trust pursuant to the provisions of the Indenture together with undistributed
income therefrom and undistributed cash realized from the disposition of
Securities (See: "Administration of the Trust"). Neither the Sponsor nor the
Trustee shall be liable in any way for any default, failure or defect in any of
the Securities. However, should any contract deposited hereunder fail and no
substitute Security be acquired, the Sponsor shall cause to be refunded the
sales charge relating to such security, plus the portion of the cost of the
failed contract listed under "Schedule of Portfolio Securities".
Because certain Securities from time to time may be sold or their percentage
reduced under certain circumstances described herein, and because additional
Securities are expected to be deposited into the Trust from time to time, the
Trust is not expected to retain for any length of time its present size and
exact composition. (See: "Administration of the Trust--Portfolio Supervision".)
The Trust is organized as a unit investment trust and not as a management
investment company. Therefore, neither the Trustee nor the Sponsor has the
authority to manage the Trust's assets in an attempt to take advantage of
various market conditions to improve the Trust's net asset value, and further,
the Trust's Securities may be disposed of only under limited circumstances.
(See: "Administration of the Trust--Portfolio Supervision".)
There is no assurance that any dividends will be declared or paid in the
future on the Securities initially deposited or to be deposited subsequently in
the Trust.
SUMMARY DESCRIPTION OF THE PORTFOLIO
As used herein, the term "Common Stocks" refers to the common stocks (or
contracts to purchase such common stocks) (any such contracts to purchase common
stocks to be accompanied by an irrevocable letter of credit sufficient to
perform such contracts), initially deposited in the Trust and described under
"Schedule of Portfolio Securities". The term "Securities" includes any
additional common stock or contracts to purchase additional common stock
together with the corresponding irrevocable letter of credit, subsequently
acquired by the Trust pursuant to the Indenture and Agreement.
RISK FACTORS--SPECIAL CONSIDERATIONS
An investment in Units of the Trust should be made with an understanding of
the risks which an investment in publicly-traded common stock may entail,
including the risk that the value of the Portfolio and hence of the Units will
decline with decreases in the market value of the Securities. See the risks
described in the "Summary of Essential Information" in Part A herein, as well as
those set forth below. The Trust will be terminated and liquidated no later than
the Mandatory Termination Date set forth in the "Summary of Essential
Information".
On each Deferred Sales Charge Payment Date Securities will be sold pro rata
in an amount equal to $2.50 per 100 Units to pay the Deferred Sales Charge and
the proceeds will be distributed to the Sponsor. As Securities are sold to pay
the Deferred Sales Charge a Unit Holder's assets will be reduced and income per
Unit may be reduced.
The value of the underlying Securities, and therefore the value of Units,
will fluctuate, and can decline, depending upon the full range of economic and
market influences which may affect the market value of such Securities. Certain
risks are inherent in an investment in equity securities, including the risk
that the financial condition of one or more of the issuers of the Securities may
worsen or the general condition of the common stock market may weaken. In such
case, the value of the Portfolio Securities and hence the value of Units may
decline.
Common stocks are susceptible to general stock market movements and to
volatile and unpredictable increases and decreases in value as market confidence
in and perceptions of the issuers change from time to time. Such perceptions are
based
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<PAGE>
upon varying reactions to such factors as expectations regarding domestic and
foreign economic, monetary and fiscal policies, inflation and interest rates,
currency exchange rates, economic expansion or contraction, and global or
regional political, economic or banking crises. The Sponsor cannot predict the
direction or scope of any of these factors. Additionally, equity markets have
been at historically high levels and no assurance can be given that these levels
will continue. Therefore there can be no assurance that the Trust will be
effective in achieving its objective over its one-year life or that future
portfolios selected using the same methodology as the Trust during consecutive
one-year periods will meet their objectives. The Trust is not designed to be a
complete equity investment program.
There are certain payment risks involved in owning common stocks, including
risks arising from the fact that holders of common and preferred stocks have
rights to receive payments from the issuers of those stocks that are generally
inferior to those of creditors of, or holders of debt obligations issued by,
such issuers. Furthermore, the rights of holders of common stocks are inferior
to the rights of holders of preferred stocks. Holders of common stocks of the
type held in the Portfolio have a right to receive dividends only when, as and
if, and in the amounts, declared by the issuer's board of directors and to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for. By contrast, holders
of preferred stocks have the right to receive dividends at a fixed rate when and
as declared by the issuer's board of directors, normally on a cumulative basis,
but do not ordinarily participate in other amounts available for distribution by
the issuing corporation. Cumulative preferred stock dividends must be paid
before common stock dividends, and any cumulative preferred stock dividend
omitted is added to future dividends payable to the holders of such cumulative
preferred stock. Preferred stocks are also entitled to rights on liquidation
which are senior to those of common stocks. For these reasons, preferred stocks
entail less risk than common stocks. However, neither preferred nor common
stocks represent an obligation or liability of the issuer and therefore do not
offer any assurance of income or provide the degree of protection of capital of
debt securities. The issuance of debt securities (as compared with both
preferred and common stock) and preferred stock (as compared with common stock)
will create prior claims for payment of principal and interest (in the case of
debt securities) and dividends and liquidation preferences (in the case of
preferred stock) which could adversely affect the ability and inclination of the
issuer to declare or pay dividends on its common stock or the rights of holders
of common stock with respect to assets of the issuer upon liquidation or
bankruptcy. Further, unlike debt securities which typically have a stated
principal amount payable at maturity (which value will be subject to market
fluctuations prior thereto), or preferred stocks which typically have a
liquidation preference and which may have stated optional or mandatory
redemption provisions, common stocks have neither a fixed principal amount nor a
maturity date and have values which are subject to market fluctuations for as
long as the common stocks remain outstanding. Additionally, market timing and
volume trading will also affect the underlying value of Securities, including
the Sponsor's buying of additional Securities and the Trust's selling of
Securities during the Liquidation Period. The value of the Securities in the
Portfolio thus may be expected to fluctuate over the entire life of the Trust to
values higher or lower than those prevailing on the Initial Date of Deposit. The
Sponsor may direct the Trustee to dispose of Securities under certain specified
circumstances (see "Administration of the Trust--Portfolio Supervision").
However, Securities will not be disposed of solely as a result of normal
fluctuations in market value.
There can be no assurance that a market will be made for any of the
Securities, that any market for the Securities will be maintained or of the
liquidity of the Securities in any markets made. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold in connection with
redemptions and the value of the Trust will be adversely affected if trading
markets for the Securities are limited or absent.
The Securities intended to be used to reimburse the Sponsor for the Trust's
organization costs may decrease in value during the initial offering period. To
the extent the proceeds from the sale of these Securities are insufficient to
repay the Sponsor for the organization costs, the Trustee will sell additional
Securities to allow the full reimbursement of the Sponsor. In that event, the
net asset value per Unit will be reduced by the amount of additional Securities
sold.
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<PAGE>
YEAR 2000 PROBLEM
Like other investment companies, financial and business organizations and
individuals around the world, the Trust depends on the smooth functioning of
computer systems. The Trust could be adversely affected if computer systems,
such as those used by the Sponsor or Trustee, do not properly process and
calculate date-related information and data concerning dates on or after January
1, 2000. Many computer systems in use today cannot recognize the year 2000, but
revert to 1900 or some other date, due to the manner in which dates were encoded
and calculated. That failure could have a negative impact on the handling of
securities trades, pricing, and Trust services, among other things. This is
commonly known as the "Year 2000 Problem." The Sponsor and Trustee are taking
steps that they believe are reasonably designed to address the Year 2000 Problem
with respect to computer systems that they use. At this time, however, there can
be no assurance that these steps will be sufficient to avoid any adverse impact
to the Trust, and interaction with other non-complying computer systems may have
an adverse effect on the Trust.
The Year 2000 Problem is expected to affect business entities, which may
include issuers of the Trust's Securities, to varying extent and based upon a
number of factors, including, but not limited to, industry sector and level of
technological sophistication. The Sponsor is unable to predict what impact, if
any, the Year 2000 Problem will have on issuers of the Securities contained in
the Trust.
DISTRIBUTION
The Record Dates and the Distribution Dates are set forth in Part A hereto.
(See: "Summary of Essential Information".) The distributions will be an amount
equal to such Unit Holder's pro rata portion of the amount of dividend income
received by the Trust and proceeds of the sale of Portfolio Securities,
including capital gains, not used for the redemption of Units, if any (less the
Trustee's fees, Sponsor's portfolio supervision fees and expenses).
Distributions for the account of beneficial owners of Units registered in
"street name" and held by the Sponsor will be made to the investment account of
such beneficial owners maintained with the Sponsor. Whenever required for
regulatory or tax purposes or if otherwise directed by the Sponsor, the Trustee
may make special distributions on special distribution dates to Unit Holders of
record on special record dates declared by the Trustee.
TAX STATUS OF THE TRUST
In the opinion of Cahill Gordon & Reindel, special counsel for the Sponsor,
under existing Federal income tax law:
The Trust is not an association taxable as a corporation for Federal
income tax purposes, and income received by the Trust will be treated as
income of the Unit Holders in the manner set forth below.
Each Unit Holder will be considered the owner of a pro rata portion of
each asset in the Trust under the grantor trust rules of Sections 671-678 of
the Internal Revenue Code of 1986, as amended (the "Code"). The total tax
cost of each Unit purchased solely for cash will equal the cost of Units
(including the Initial Sales Charge). A Unit Holder should determine the tax
cost for each asset represented by the Holder's Units purchased solely for
cash by allocating the total cost for such Units (including the Initial
Sales Charge) among the assets in the Trust represented by the Units in
proportion to the relative fair market values thereof on the date the Unit
Holder purchases such Units.
The proceeds actually received by a Unit Holder upon termination of the
Trust or redemption of Units will be net of the Deferred Sales Charge and
the charge for organizational expenses. The relevant tax reporting forms
sent to Unit Holders will also reflect the actual amounts paid to them, net
of the Deferred Sales Charge and the charge for organizational expenses.
Accordingly, Unit Holders should not increase the total cost for their Units
by the amount of the Deferred Sales Charge and the charge for organizational
expenses.
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A Unit Holder will be considered to have received all of the dividends
paid on the Holder's pro rata portion of each Security when such dividends
are received by the Trust including the portion of such dividend used to pay
ongoing expenses. In the case of a corporate Unit Holder, such dividends
will qualify for the 70% dividends received deduction for corporations to
the same extent as though the dividend paying stock were held directly by
the corporate Unit Holder. An individual Unit Holder who itemizes deductions
will be entitled to an itemized deduction for the Holder's pro rata share of
fees and expenses paid by the Trust as though such fees and expenses were
paid directly by the Unit Holder, but only to the extent that this amount
together with the Unit Holder's other miscellaneous deductions exceeds 2% of
the Holder's adjusted gross income. A corporate Unit Holder will not be
subject to this 2% floor.
Under the position taken by the Internal Revenue Service in Revenue
Ruling 90-7, a distribution by the Trustee to a Unit Holder (or to the
Holder's agent) of such Holder's PRO RATA share of the Securities in kind
upon redemption or termination of the Trust will not be a taxable event to
the Unit Holder. Such Unit Holder's basis for Securities so distributed will
be equal to the Holder's basis for the same Securities (previously
represented by the Holder's Units) prior to such distribution and the
holding period for such Securities will include the period during which the
Unit Holder held the Units. A Unit Holder will have a taxable gain or loss,
which will be a capital gain or loss except in the case of a dealer, when
the Unit Holder disposes of such Securities in a taxable transfer.
Under the income tax laws of the State and City of New York, the Trust
is not an association taxable as a corporation and the income of the Trust
will be treated as the income of the Unit Holders.
In connection with the In-Kind Rollover Option set forth under
"Termination--In-Kind Rollover Option", the receipt in-kind from the
Terminating Trust and the deposit in the New Trust of the Duplicated Stocks
will not be a taxable event to a Unit Holder. The Unit Holder's basis in
such Duplicated Stocks will be the Unit Holder's basis in such Duplicated
Stocks prior to the distribution from the Terminating Trust and the holding
period of such Duplicated Stocks will include the period during which the
Unit Holder held the Units. To the extent securities received in-kind are
sold by the Agent on behalf of the Unit Holder of such securities, a Unit
Holder will have a taxable gain or loss, which will be a capital gain or
loss except in the case of a dealer. The Unit Holder's basis in
non-Duplicated Stocks will equal the purchase price paid by the Agent.
If the proceeds received by the Distribution Agent or by the Trustee
upon the sale of an underlying Security exceed a Unit Holder's adjusted tax
cost allocable to the Security disposed of, that Unit Holder will realize a
taxable gain to the extent of such excess. Conversely, if the proceeds
received by the Distribution Agent or by the Trustee upon the sale of an
underlying Security are less than a Unit Holder's adjusted tax cost
allocable to the Security disposed of, that Unit Holder will realize a loss
for tax purposes to the extent of such difference except that upon
reinvestment of proceeds in a New Series in connection with an exchange or
non In-Kind Rollover the Internal Revenue Service may seek to disallow such
loss to the extent that the underlying securities in each trust are
substantially identical and the purchase of units of the New Series takes
place less than thirty-one days after the sale of the underlying Security.
Under the Code, capital gain of individuals, estates and trusts from
Securities held for more than 1 year is subject to a maximum nominal tax
rate of 20%. Such capital gain may, however, result in a disallowance of
itemized deductions and/or affect a personal exemption phase-out. The
maximum lower capital gain rate of 20% will be unavailable with respect to
those Securities which have been held for less than a year and a day at the
time of sale (including sales occasioned by mandatory or early termination
of the Trust or exchange or rollover of Units).
Foreign Unit Holders (including nonresident alien individuals, foreign
corporations, and foreign partnerships) not engaged in a U.S. trade or
business generally will be subject to a 30% withholding tax (or lower
applicable treaty rate) on dividend distributions.
Each Unit Holder should consult his, her or its tax advisor with respect to
the application of the above general information to his, her or its own personal
situation.
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RETIREMENT PLANS
Units of the Trust may be suited for purchase by Individual Retirement
Accounts and pension plans or profit sharing and other qualified retirement
plans. Investors considering participation in any such plan should review
specific tax laws and pending legislation relating thereto and should consult
their attorneys or tax advisors with respect to the establishment and
maintenance of any such plan.
A qualified retirement plan provides employee retirement benefits and is
funded in whole or in part by contributions from the employer (including
contributions by a self-employed individual, in which case the plan is sometimes
called a Keogh plan). The employer contributions are, within limits, deductible
in determining the taxable income of the contributing employer for Federal
income tax purposes. Income received by the plan is not taxed when received by
it (nor are plan losses deductible), but distributions from the plan are
generally included in ordinary income of the distributee upon receipt. A lump
sum payout of the entire amount held in such a plan can, however, be eligible
for 5 or 10 year averaging.
An individual retirement account (an "IRA") is similar to a qualified
retirement plan but contributions to an IRA up to $2,000 per year are generally
made by an individual from earned income, rather than by an employer.
(Additional contributions of up to $2,000 may also be made to an IRA of an
individual's spouse provided that the combined income of the individual and his
or her spouse is sufficient.) An individual is permitted to contribute to an IRA
even though he or she is also covered by a qualified retirement plan; but, in
the case of higher-income individuals who are active participants in a qualified
retirement plan, IRA contributions are neither currently deductible nor taxed
when paid out by the IRA (although income earned in the IRA is taxed as ordinary
income when distributed). The IRA beneficiary must not have attained age 70 1/2
by the close of the taxable year for which an IRA contribution is made; and 5
and 10 year averaging is not allowable for IRA distributions. Small employers
can establish so-called SIMPLE IRA plans allowing annual pre-tax contributions
by an employee to an IRA of up to $6,000 (subject to cost-of-living adjustments)
and requiring a minimum level of employer contributions. Two new types of IRAs
have been created by recent legislation effective beginning in 1998: Roth IRAs
and education IRAs. Contributions to Roth IRAs and education IRAs are not
deductible, but distributions of the income of the IRA can be received tax-free
if the applicable requirements are met (however, such income would be taxed upon
distribution if such requirements are not met). Distributions from a Roth IRA
are tax-free if made after satisfaction of a 5-year holding period and (i) on or
after attainment of age 59 1/2, (ii) upon death or disability, or (iii) to buy
or construct a first home as a principal residence for the individual, his
spouse or any child, grandchild or ancestor (up to $10,000). Distributions from
an education IRA are tax-free to the extent not in excess of the beneficiary's
qualified higher education expenses for the applicable year. (Distributions of
the non-deductible contributions themselves would in any event not be taxed.)
Contributions to Roth IRAs are limited to $2,000 per year (reduced by
contributions to other IRAs); contributions to education IRAs are limited to
$500 per year for each beneficiary under age 18. Higher-income individuals
cannot establish Roth IRAs or education IRAs.
Distributions from qualified retirement plans must begin in minimum amounts
no later than the April 1 following the calendar year in which the employee
attains age 70 1/2 (or in the case of a person other than a 5% owner, April 1
following the calendar year in which the employee retires, if later) or within 5
years after his or her prior death if death occurs before distributions begin
(with later distribution allowed for a surviving spouse and with lifetime
annuity-type payouts to any beneficiary permitted). Minimum required
distributions from IRAs (other than Roth IRAs and education IRAs) are governed
by similar rules (except that minimum distributions to the individual for whom
the IRA is maintained must in all cases begin no later than the April 1
following the calendar year in which the individual attains age 70 1/2). Roth
IRAs are not required to commence distributions upon the individual's attainment
of age 70 1/2 but are subject to the foregoing post-death minimum distribution
requirements upon the individual's death. Education IRAs are required to
distribute the account balance within 30 days of the death of the designated
beneficiary to the beneficiary's estate.
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Forms and arrangements for establishing qualified retirement plans and IRAs
are available from the Sponsor, as well as from other brokerage firms, other
financial institutions and others. Fees and charges with respect to such plans
and IRAs are not uniform and may vary from time to time as well as from
institution to institution.
Distributions received from a qualified retirement plan or IRA (other than
an education IRA) before the employee attains age 59 1/2 are subject to a 10%
additional tax on the amount includible in income unless the distribution is (i)
made on or after the employee's death, (ii) attributable to his being disabled,
(iii) in the nature of a life annuity, (iv) made to the employee after
separation from service after attainment of age 55, (v) made from an IRA after
1997 to pay certain qualified higher education expenses for the individual, his
spouse or any child or grandchild, (vi) made from an IRA after 1997 to buy or
construct a first home as a principal residence for the individual, his spouse
or any child, grandchild or ancestor (up to $10,000), or (vii) made for other
reasons specified in the law. Distributions from an education IRA in excess of
qualified higher education expenses are subject to a 10% additional tax on the
amount includible in income, unless the distribution is (i) made on or after the
death of the designated beneficiary, (ii) attributable to the designated
beneficiary's being disabled, or (iii) made on account of a scholarship or
certain other educational assistance allowances. Qualifying distributions from a
qualified retirement plan or from an IRA may, however, be rolled over or
transferred to another qualified retirement plan or IRA under specified
circumstances.
The foregoing information is of a general nature, does not purport to be
complete and relates only to the Federal income tax rules applicable to
qualified retirement plans and IRAs. State and local tax rules and foreign tax
regimes may treat qualified retirement plans and IRAs differently. Anyone
contemplating establishing a qualified retirement plan or IRA or investing funds
of such a plan or IRA in Trust units should consult his, her or its tax advisor
with respect to the tax consequences of any such action and the application of
the foregoing general tax information to his, her or its particular situation.
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE
The Public Offering Price of the Units is calculated on each business day
and is computed by adding to the aggregate market value of the Portfolio
Securities (as determined by the Trustee) next computed after receipt of a
purchase order, divided by the number of Units outstanding, the sales charge
shown in "Summary of Essential Information". Commissions and any other
transactional costs, if any, incurred by the Sponsor in connection with the
deposit of additional Securities or contracts to purchase additional Securities
for the creation of Additional Units will be added to the Public Offering Price.
After the Initial Date of Deposit, a proportionate share of amounts in the
Income Account and Principal Account and amounts receivable in respect of stocks
trading ex-dividend (other than money required to be distributed to Unit Holders
on a Distribution Date and money required to redeem tendered Units) is added to
the Public Offering Price. In the event a stock is trading ex-dividend at the
time of deposit of additional Securities, an amount equal to the dividend that
would be received if such stock were to receive a dividend will be added to the
Public Offering Price. The Public Offering Price per Unit is calculated to five
decimal places and rounded up or down to three decimal places. The Public
Offering Price on any particular date will vary from the Public Offering Price
on the Initial Date of Deposit (set forth in the "Summary of Essential
Information") in accordance with fluctuations in the aggregate market value of
the Securities, the amount of available cash on hand in the Trust and the amount
of certain accrued fees and expenses.
A portion of the Public Offering Price also consists of cash or securities
in an amount sufficient to pay for all or a portion of the costs incurred in
establishing the Trust, including the cost of the initial preparation of
documents relating to the Trust, federal and state registration fees, the
initial fees and expenses of the Trustee, legal expenses and any other
out-of-pocket expenses. The estimated organization costs will be paid to the
Sponsor as of the close of the initial offering period.
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As more fully described in the Indenture, the aggregate market value of the
Securities is determined by the Trustee based on closing prices on the day the
valuation is made as described under "Redemption--Computation of Redemption
Price" or, if there are no such reported prices, by taking into account the same
factors referred to under "Redemption--Computation of Redemption Price".
Determinations are effective for transactions effected subsequent to the last
preceding determination.
The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. The Initial Sales Charge is computed by deducting the Deferred Sales
Charge ($20.00 per 100 Units) from the aggregate sales charge. The Initial Sales
Charge paid by a Unit Holder may be more or less than the Initial Sales Charge
on the Date of Deposit because of the fluctuation of the value of the Securities
from that on the Date of Deposit. The Deferred Sales Charge will initially be
$20.00 per 100 Units but will be reduced each month by one eighth; the Deferred
Sales Charge will be paid through monthly payments of $2.50 per 100 Units per
month commencing on the first Deferred Sales Charge Payment Date as shown on the
Summary of Essential Information through the sale of Securities on each such
date or distribution of cash available for such payment. To the extent the
entire Deferred Sales Charge has not been so paid at the time of repurchase,
redemption or exchange of the Units, any unpaid amount will be deducted from the
proceeds or in calculating an in kind distribution. For purchases of Units with
a value of $25,000 or more, the Initial Sales Charge is reduced on a graduated
basis as shown below under "Volume Discount". Units purchased pursuant to the
Reinvestment Program are subject only to any remaining Deferred Sales Charge
payments (see "Reinvestment Program"). Unit Holders investing the proceeds of
distribution from a previous terminating Series of Morgan Stanley Dean Witter
Select Equity Trust, upon purchase of Units of the Trust, will be subject only
to the Deferred Sales Charge on such Units. Unit Holders acquiring Units of the
Trust pursuant to an exchange of units of a different unit investment trust will
not be charged an initial sales charge at the time of the exchange but such
Units acquired will be subject to the Deferred Sales Charge.
PUBLIC DISTRIBUTION
Units issued on the Initial Date of Deposit and Additional Units issued in
respect of additional deposits of Securities will be distributed to the public
by the Sponsor and through dealers at the Public Offering Price determined as
provided above. Unsold Units or Units acquired by the Sponsor in the secondary
market referred to below may be offered to the public by this Prospectus at the
then current Public Offering Price determined as provided above.
The Sponsor intends to qualify Units in states selected by the Sponsor for
sale by the Sponsor and through dealers who are members of the National
Association of Securities Dealers, Inc. Sales to dealers during the initial
offering period will be made at prices which reflect a concession of 70% of the
applicable sales charge, subject to change from time to time. In addition, sales
of Units may be made pursuant to distribution arrangements with certain banks
and/or other entities subject to regulation by the Office of the Comptroller of
the Currency which are acting as agents for their customers. These banks and/or
entities are making Units of the Trust available to their customers on an agency
basis. A portion of the sales charge paid by these customers is retained by or
remitted to such banks or entities in an amount equal to the fee customarily
received by an agent for acting in such capacity in connection with the purchase
of Units. The Glass-Steagall Act prohibits banks from underwriting certain
securities, including Units of the Trust; however, this Act does permit certain
agency transactions, and banking regulators have not indicated that these
particular agency transactions are impermissible under this Act. In Texas, as
well as certain other states, any bank making Units available must be registered
as a broker-dealer in that State. The Sponsor reserves the right to reject, in
whole or in part, any order for the purchase of Units.
SECONDARY MARKET
While not obligated to do so, it is the Sponsor's present intention to
maintain, at its expense, a secondary market for Units of this series of the
Morgan Stanley Dean Witter Select Equity Trust and to continuously offer to
repurchase Units from Unit Holders at the Sponsor's Repurchase Price. The
Sponsor's Repurchase Price is computed by adding to the aggregate value of the
Securities in the Trust, any cash on hand in the Trust including dividends
receivable on stocks trading ex-dividend (other than money required to redeem
tendered Units and cash deposited by the Sponsor to purchase Securities or cash
held in the Reserve Account) and
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deducting therefrom expenses of the Trustee, Sponsor, counsel and taxes, if any,
any remaining unpaid portion of the Deferred Sales Charge and cash held for
distribution to Unit Holders of record as of a date on or prior to the
evaluation; and then dividing the resulting sum by the number of Units
outstanding, as of the date of such computation. In addition, after the initial
offering period, the Sponsor's Repurchase Price will be reduced to reflect the
estimated costs of liquidating the Securities to meet redemption requests. There
is no sales charge incurred when a Unit Holder sells Units back to the Sponsor
other than the payment of the unpaid portion of the Deferred Sales Charge. Any
Units repurchased by the Sponsor at the Sponsor's Repurchase Price may be
reoffered to the public by the Sponsor at the then current Public Offering
Price. Any profit or loss resulting from the resale of such Units will belong to
the Sponsor.
If the supply of Units exceeds demand (or for any other business reason),
the Sponsor may, at any time, occasionally, from time to time, or permanently,
discontinue the repurchase of Units of this series at the Sponsor's Repurchase
Price. In such event, although under no obligation to do so, the Sponsor may, as
a service to Unit Holders, offer to repurchase Units at the "Redemption Price".
Alternatively, Unit Holders may redeem their Units through the Trustee.
PROFIT OF SPONSOR
The Sponsor receives a sales charge on Units sold to the public and to
dealers. The Sponsor may have also realized a profit (or sustained a loss) on
the deposit of the Securities in the Trust representing the difference between
the cost of the Securities to the Sponsor and the cost of the Securities to the
Trust (for a description of such profit (or loss) and the amount of such
difference on the Initial Date of Deposit see: "Schedule of Portfolio
Securities"). The Sponsor may realize a similar profit (or loss) in connection
with each additional deposit of Securities. In addition, the Sponsor may have
acted as broker in transactions relating to the purchase of Securities for
deposit in the Trust. During the initial public offering period the Sponsor may
realize additional profit (or sustain a loss) due to daily fluctuations in the
prices of the Securities in the Trust and thus in the Public Offering Price of
Units received by the Sponsor. Cash, if any, received by the Sponsor from the
Unit Holders prior to the settlement date for purchase of Units or prior to the
payment for Securities upon their delivery may be used in the Sponsor's business
and may be of benefit to the Sponsor.
The Sponsor may also realize profits (or sustain losses) while maintaining a
secondary market in the Units, in the amount of any difference between the
prices at which the Sponsor buys Units and the prices at which the Sponsor
resells such Units (such prices include a sales charge) or the prices at which
the Sponsor redeems such Units, as the case may be.
VOLUME DISCOUNT
Although under no obligation to do so, the Sponsor intends to permit volume
purchasers of Units to purchase Units at a reduced sales charge. The Sponsor may
at any time change the amount by which the sales charge is reduced, or may
discontinue the discount altogether.
The sales charge of 2.90% of the Public Offering Price will be reduced
pursuant to the following graduated scale for sales to any person of at least
$25,000 during the initial offering period. The sales charge in the secondary
market, which will be reduced pursuant to the following graduated scale,
consists of an Initial Sales Charge and the remaining portions of the Deferred
Sales Charge. The following scale assumes a public offering price of $1,000 per
100 units:
<TABLE>
<CAPTION>
SALES CHARGE
----------------------------------------
PERCENT OF
PERCENT OF THE AMOUNT
PUBLIC OFFERING INVESTED
PRICE IN SECURITIES
------------------- ------------------
<S> <C> <C>
Less than $25,000....................... 2.90% 2.925%
$25,000 to $49,999...................... 2.75 2.775
$50,000 to $99,999...................... 2.50 2.523
$100,000 to $249,999.................... 2.25 2.270
$250,000 to $999,999.................... 2.00 2.00
$1,000,000 or more...................... 1.00 1.00
</TABLE>
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The reduced sales charges as shown on the chart above will apply to all
purchases of Units of this Trust on any one day by the same person, partnership
or corporation (other than a dealer), in the amounts stated herein. For
purchases of $250,000.00 or more, the sales charge consists solely of a deferred
sales charge of $20.00 per 100 units for a purchase of $250,000.00 to
$999,999.99 and adjusted to total $10.00 per 100 units for a purchase of
$1,000,000.00 or more.
Units held in the name of the purchaser's spouse or in the name of a
purchaser's child under the age 21 are deemed for the purposes hereof to be
registered in the name of the purchaser. The reduced sales charges are also
applicable to a trustee or other fiduciary, including a partnership or
corporation purchasing Units for a single trust estate or single fiduciary
account.
The dealer concession will be 70% of the sales charge per Unit.
REDEMPTION
RIGHT OF REDEMPTION
One or more Units may be redeemed at the Redemption Price upon delivery of a
request for redemption to the Trustee at its unit investment trust office in the
City of New York, in form satisfactory to the Trustee. A Unit Holder may tender
its Units for redemption at any time after the settlement date for purchase. The
Redemption Price per Unit is calculated as set forth under "Computation of
Redemption Price". There is no sales charge incurred when a Unit Holder tenders
its Units to the Trustee for redemption other than the payment of any Deferred
Sales Charge then due.
On the third business day following the tender to the Trustee of Units to be
redeemed the Unit Holder will be entitled to receive monies per Unit equal to
the Redemption Price per Unit as determined by the Trustee as of the Evaluation
Time on the date of tender.
The "date of tender" is deemed to be the date on which Units are received by
the Trustee, except that as regards Units received after the Evaluation Time,
the date of tender is the next day on which the New York Stock Exchange is open
for trading, and such Units will be deemed to have been tendered to the Trustee
on such day for redemption at the Redemption Price computed on that day.
During the period in which the Sponsor maintains a secondary market for
Units, the Sponsor may repurchase any Unit presented for tender to the Trustee
for redemption no later than the close of business on the next Business Day
following such presentation.
In connection with each redemption the Sponsor will direct the Trustee to
redeem Units in accordance with the procedures set forth in either (a) or (b)
below.
(a) Units will be redeemed by the Trustee solely in cash for any one Unit
Holder tendering less than 25,000 Units. With respect to redemption requests
regarding at least 25,000 Units, the Sponsor may determine, in its discretion,
to direct the Trustee to redeem Units "in kind" by distributing Portfolio
Securities to the redeeming Unit Holder. The Sponsor may direct the Trustee to
redeem Units "in kind" even if it is then maintaining a secondary market in
Units of the Trust. Unit Holders redeeming "in kind" will receive an amount and
value of Trust Securities per Unit equal to the Redemption Price Per Unit as
determined as of the Evaluation Time next following the tender as set forth
herein under "Computation of Redemption Price" below. The distribution "in kind"
for redemption of Units will be held by the Trustee for the account of, and for
disposition in accordance with the instructions of, the tendering Unit Holder.
The tendering Unit Holder will be entitled to receive whole shares of each of
the underlying Portfolio Securities, plus cash equal to the Unit Holder's pro
rata share of the cash balance of the Income and Principal Accounts and cash
from the Principal Account equal to the fractional shares to which such
tendering Unit Holder is entitled. The Trustee, in connection with implementing
the redemption "in kind," procedures outlined above, may make any adjustments
necessary to reflect
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<PAGE>
differences between the Redemption Price of Units and the value of the
Securities distributed "in kind" as of the date of tender. If the Principal
Account does not contain amounts sufficient to cover the required cash
distribution to the tendering Unit Holder, the Trustee is empowered to sell
Securities in the Trust Portfolio in the manner discussed below. A Unit Holder
receiving redemption distributions of Securities "in kind" may incur brokerage
costs and odd-lot charges in converting Securities so received into cash. The
Trustee will assess transfer charges to Unit Holders taking Securities "in kind"
according to its usual practice.
The portion of the Redemption Price which represents the Unit Holder's
interest in the Income Account shall be withdrawn from the Income Account to the
extent available. The balance paid on any redemption, including dividends
receivable on stocks trading ex-dividend, if any, shall be drawn from the
Principal Account to the extent that funds are available for such purpose. The
Trustee is authorized by the Agreement to sell Securities in order to provide
funds for redemption. To the extent Securities are sold, the size of the Trust
will be reduced. Such sales may be required at a time when Securities would not
otherwise be sold and might result in lower prices than might otherwise be
realized. The Redemption Price received by a tendering Unit Holder may be more
or less than the purchase price originally paid by such Unit Holder, depending
on the value of the Securities in the Portfolio at the time of redemption.
Moreover, due to the minimum lot size in which Securities may be required to be
sold, the proceeds of such sales may exceed the amount necessary for payment of
Units redeemed. Such excess proceeds will be distributed pro rata to all
remaining Unit Holders of record on the next following Record Date.
Securities to be sold for purposes of redeeming Units will be selected from
a list supplied by the Sponsor. If not so instructed by the Sponsor, the Trustee
will select the Securities to be sold so as to maintain, as closely as
practicable, the proportionate relationship between the number of shares of each
Security in the Trust.
(b) The Trustee will redeem Units in kind by an in kind distribution to The
Chase Manhattan Bank as the Distribution Agent. A Unit Holder will be able to
receive in kind an amount per Unit equal to the Redemption Price per Unit as
determined as of the day of tender. In kind distributions (the "In Kind
Distribution") to Unit Holders will take the form of whole shares of Securities.
Cash will be distributed by the Distribution Agent in lieu of fractional shares.
The whole shares, fractional shares and cash distributed to the Distribution
Agent will aggregate an amount equal to the Redemption Price per Unit.
Distributions in kind on redemption of Units shall be held by the
Distribution Agent, whom each Unit Holder shall be deemed to have designated as
his agent upon purchase of a Unit, for the account, and for disposition in
accordance with the instructions of, the tendering Unit Holder as follows:
(i) The Distribution Agent shall sell the In Kind Distribution as of the
close of business on the date of tender or as soon thereafter as possible and
remit to the Unit Holder not later than seven calendar days thereafter the net
proceeds of sale, after deducting brokerage commissions and transfer taxes, if
any, on the sale unless the tendering Unit Holder requests a distribution of the
Securities as set forth in paragraph (ii) below. The Distribution Agent may sell
the Securities through the Sponsor, and the Sponsor may charge brokerage
commissions on those sales.
(ii) If the tendering Unit Holder requests distribution in kind and tenders
in excess of 25,000 Units, the Distribution Agent shall sell any portion of the
In Kind Distribution represented by fractional interests in shares in accordance
with the foregoing and distribute the net cash proceeds plus any other
distributable cash to the tendering Unit Holder together with certificates or
book-entry credit to the account of the Unit Holder at the Sponsor representing
whole shares of each of the Securities comprising the In Kind Distribution.
The 25,000 Unit threshold will not apply to redemptions in kind in
connection with a rollover or on an In-Kind Distribution Date in connection with
the termination of the Trust.
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The portion of the Redemption Price which represents the Unit Holder's
interest in the Income Account shall be withdrawn from the Income Account to the
extent available. The balance paid on any redemption, including dividends
receivable on stocks trading ex-dividend, if any, shall be drawn from the
Principal Account to the extent that funds are available for such purpose. To
the extent Securities are distributed in kind to the Distribution Agent, the
size of the Trust will be reduced. Sales by the Distribution Agent may be
required at a time when Securities would not otherwise be sold and might result
in lower prices than might otherwise be realized. The Redemption Price received
by a tendering Unit Holder may be more or less than the purchase price
originally paid by such Unit Holder, depending on the value of the Securities in
the Portfolio at the time of redemption.
COMPUTATION OF REDEMPTION PRICE
The Trust Evaluation per Unit is determined as of the Evaluation Time stated
under "Summary of Essential Information" above (a) semiannually, on the last
Business Day of each of the months of June and December, (b) on the day on which
any Unit of the Trust is tendered for redemption (unless tender is made after
the Evaluation Time on such day, in which case Tender shall be deemed to have
been made on the next day subsequent thereto on which the New York Stock
Exchange is open for trading) and (c) on any other Business Day desired by the
Sponsor or the Trustee, (1) by adding:
a. The aggregate value of Securities in the Trust, as determined by the
Trustee;
b. Cash on hand in the Trust, including dividends receivable on stocks
trading ex-dividend, other than money deposited to purchase Securities or
money credited to the Reserve Account;
c. All other assets of the Trust;
(2) and then, by deducting from the resulting figure: amounts representing
any applicable taxes or governmental charges payable by the Trust for the
purpose of making an addition to the reserve account (as defined in the
Agreement, the "Reserve Account"), amounts representing estimated accrued fees
and expenses of the Trust (including legal and auditing expenses), amounts
representing unpaid fees of the Trustee, the Sponsor and counsel, any remaining
unpaid portion of the Deferred Sales Charge and monies held to redeem tendered
Units and for distribution to Unit Holders of record as of the Business Day
prior to the Evaluation being made on the days or dates set forth above and
then;
(3) by dividing the result of the above computation by the total number of
Units outstanding on the date of such Evaluation. The resulting figure equals
the Redemption Price for each Unit.
In addition, after the initial offering period, the Redemption Price will be
reduced to reflect the Trust's estimated costs of liquidating the Securities to
meet the redemption.
The aggregate value of the Securities shall be determined by the Trustee in
good faith in the following manner: If the Securities are listed on one or more
national securities exchanges, such valuation shall be based on the closing
price on such exchange which is the principal market thereof and which shall be
deemed to be the New York Stock Exchange if the Securities are listed thereon
(unless the Trustee deems such price inappropriate as a basis for valuation). If
the Securities are not so listed, or, if so listed and the principal market
therefor is other than such exchange or there is no closing price on such
exchange, such valuation shall be based on the closing price in the
over-the-counter market (unless the Trustee deems such price inappropriate as a
basis for valuation) or if there is no such closing price, by any of the
following methods which the Trustee deems appropriate: (i) on the basis of
current bid prices of such Securities as obtained from investment dealers or
brokers (including the Depositor) who customarily deal in securities comparable
to those held by the Trust, or (ii) if bid prices are not available for any of
such Securities, on the basis of bid prices for comparable securities, or (iii)
by appraisal of the value of the Securities on the bid side of the market or by
such other appraisal as is deemed appropriate, or (iv) by any combination of the
above.
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<PAGE>
POSTPONEMENT OF REDEMPTION
The right of redemption may be suspended and payment of the Redemption Price
per Unit postponed for more than seven calendar days following a tender of Units
for redemption (i) for any period during which the New York Stock Exchange, Inc.
is closed, other than for customary weekend and holiday closings, or (ii) for
any period during which, as determined by the Securities and Exchange
Commission, either trading on the New York Stock Exchange, Inc. is restricted or
an emergency exists as a result of which disposal or evaluation of the
Securities is not reasonably practicable, or (iii) for such other periods as the
Securities and Exchange Commission may by order permit. The Trustee is not
liable to any person or in any way for any loss or damage that may result from
any such suspension or postponement.
EXCHANGE OPTION
Unit Holders of any Morgan Stanley Dean Witter Select Trust or any holders
of units of any other unit investment trust (collectively, "Holders") may elect
to exchange any or all of their units for units of one or more of any series of
the Morgan Stanley Dean Witter Select Equity Trust or for units of any other
Morgan Stanley Dean Witter Select Trusts, that may from time to time be made
available for such exchange by the Sponsor (the "Exchange Trusts"). Such an
exchange is implemented by a sale of Units and a purchase of the units of an
Exchange Trust. Such units may be acquired at prices based on reduced sales
charges per unit. The purpose of such reduced sales charge is to permit the
Sponsor to pass on to the Holder who wishes to exchange units the cost savings
resulting from such exchange. The cost savings result from reductions in time
and expense related to advice, financial planning and operational expense
required for the Exchange Option. The following Exchange Trusts are currently
available: the Dean Witter Select Municipal Trust, the Dean Witter Select
Government Trust, the Dean Witter Select Equity Trust, the Dean Witter Select
Investment Trust and the Dean Witter Select Corporate Trust.
Each Exchange Trust has different investment objectives: a Holder should
read the Prospectus for the applicable Exchange Trust carefully to determine the
investment objective prior to exercise of this option.
This option will be available provided the Sponsor maintains a secondary
market in units of the applicable Exchange Trust and provided that units of the
applicable Exchange Trust are available for sale and are lawfully qualified for
sale in the state in which the Holder is a resident. While it is the Sponsor's
present intention to maintain a secondary market for the units of Exchange
Trusts, there is no obligation on its part to do so. Therefore, there is no
assurance that a market for units will in fact exist on any given date in which
a Holder wishes to sell or exchange Units; thus, there is no assurance that the
Exchange Option will be available to any Unit Holder. The Sponsor reserves the
right to modify, suspend or terminate this option. Sixty days notice will be
given prior to the date of the termination of or a material amendment to the
Exchange Option except that no notice need be given in certain circumstances
approved by the Securities and Exchange Commission. In the event the Exchange
Option is not available to a Unit Holder at the time such Unit Holder wishes to
exercise such option, the Unit Holder will be immediately notified and no action
will be taken with respect to such tendered Units without further instruction
from the Unit Holder.
Exchanges will be affected in whole units only. Any excess proceeds from the
surrender of a Unit Holder's Units will be returned. Alternatively, Unit Holders
will be permitted to make up any difference between the amount representing the
Units being submitted for exchange and the amount representing the units being
acquired up to the next highest number of whole units.
An exchange of Units pursuant to the Exchange Option will constitute a
"taxable event" under the Code, i.e., a Holder will recognize a gain or loss at
the time of exchange, except that, upon an exchange of Units for units of any
series of the Exchange Trusts which are grantor trusts for U.S. federal income
tax purposes the Internal Revenue Service may seek to disallow any loss incurred
upon such exchange to the extent that the underlying securities in each Trust
are substantially identical and the purchase of the units of an Exchange Trust
takes place less than thirty-one days after the sale of the Units. In order to
avoid the potential
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<PAGE>
disallowance of losses for tax purposes, a Unit Holder may notify the Sponsor
that the Unit Holder desires to purchase units of the Exchange Trust on the
thirty-first day after the day of the sale of the Units exchanged. The proceeds
of the Units surrendered will be deposited in the Unit Holder's brokerage
account at the Sponsor and may be withdrawn at any time. Cash from the account
will be utilized to purchase units of the Exchange Trust on the thirty-first day
after the day of sale of the Units exchanged in accordance with the procedures
set forth above. A Unit Holder may revoke the order to purchase at any time
prior to the purchase on the thirty-first day by calling his financial advisor.
Units will be purchased at a price based upon the net asset value per unit plus
the applicable sales charge of 2.0%. However, there can be no assurance that a
market for units will exist on such date or that units will be available for
purchase on such date. If units are unavailable, the Sponsor may acquire units
in the secondary market or create units as soon as possible thereafter, which
units will be sold by the Sponsor based on the net asset value on the date of
purchase of the units plus the applicable sales charge of 2.0%. The order does
not create a contract or option to acquire units. If units are not held in the
Sponsor's inventory on the 31st day or if the Sponsor does not create additional
units or is unable to acquire units in the secondary market, units of the
Exchange Trust will not be purchased and the cash will remain in the Unit
Holder's account. A Unit Holder who exchanges Units of one Trust for units of
another trust should consult his or her tax advisor regarding the extent to
which such exchange results in the recognition of a loss for Federal and/or
state or local income tax purposes.
To exercise the Exchange Option, a Unit Holder should notify the Sponsor of
the desire to acquire units of one or more of the Exchange Trusts. Upon the
exchange of Units of the Trust, any Deferred Sales Charge balance will be
deducted from the exchange proceeds. If units of the applicable outstanding
series of the Exchange Trust are at that time available for sale, the Unit
Holder may select the series or group of series for which the Units are to be
exchanged. The Unit Holder will be provided with a current prospectus or
prospectuses relating to each series in which interest is indicated.
The exchange transaction will operate in a manner essentially identical to
any secondary market transaction, i.e., Units will be repurchased at a price
based upon the aggregate bid side evaluation per Unit of the Securities in the
Portfolio. Units of the Exchange Trust will be sold to the Unit Holder at a
price equal to the net asset value based on the offering or bid side evaluation
(as applicable) per unit of the securities in the Exchange Trust's Portfolio,
plus accrued interest, if any, and the applicable sales charge of 2.0% of the
Public Offering Price per Unit. If the Exchange Trust is a series of Morgan
Stanley Dean Witter Select Equity Trust, the applicable sales charge on such
Trust will be the Deferred Sales Charge of such Trust which may be more or less
than 2.0% of the Public Offering Price.
DIRECT INVEST
The Sponsor has established Morgan Stanley Dean Witter Direct Invest-SM-
("Direct Invest"), an automatic investment program. Unit Holders may participate
in Direct Invest by completing the Direct Invest plan application. Pursuant to
the program, a Unit Holder may have any amount from $100 to $5,000 debited from
a designated bank account and transferred automatically, on a semi-monthly,
monthly or quarterly basis, to The Bank of New York, Direct Invest Servicing
Agent, for investment in Units of the Trust. The Servicing Agent will credit to
the account of each individual Unit Holder the number of Units (including
fractional Units) purchased. The Sponsor intends, although under no obligation,
to offer a new series of the Morgan Stanley Dean Witter Select Equity Trust,
Select 5 Industrial Portfolio every two month period. As each new series is
created, Units of each such new series will be automatically purchased under the
Direct Invest program subject to the applicable sales charge for such series as
disclosed in the prospectus for the series. A prospectus for each new series
will be sent to a Unit Holder participating in the program. The Unit Holder is
also eligible to elect to invest the distributions receivable from units of a
trust about to terminate in units of a subsequent Select 5 Industrial Portfolio
Trust if and when offered at least three weeks after the effective date of such
Trust at the public offering price for rollover investors on the close of
business on such purchase date. See also "Termination--The Rollover Option".
Units of such New Series, the terms of which will be substantially the same as
the terms of the terminating trust, will be subject only to the
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<PAGE>
deferred sales charge. Distributions during the life of a Trust with respect to
Units purchased through Direct Invest (including Units acquired through the
rollover of such Units) will be automatically reinvested in additional Units of
such Trust (including fractional Units) subject only to any remaining portions
of the Deferred Sales Charge.
Unit Holders, at any time, may terminate the automatic bank debit of the
Direct Invest program by so notifying the Servicing Agent or their account
executive. The program may be terminated or changed by the Sponsor at any time
without notice. Unit Holders investing through an IRA or other pension plan may
be limited in the amount that may be invested in a trust in any one year. A tax
advisor should be consulted for the tax implications of participating in Direct
Invest and investing in Trusts, reinvesting distributions and investing proceeds
in a subsequent Trust. (See--Tax Status of the Trust"). Certain costs relating
to the Direct Invest program will be borne by the Trust and thus indirectly by
all Unit Holders.
REINVESTMENT PROGRAM
Unit Holders may elect to have the distributions with respect to their Units
automatically reinvested in additional Units of the Trust subject only to any
remaining portions of the Deferred Sales Charge. (Reinvestment Units are not
subject to the Initial Sales Charge.) The Unit Holder may participate in the
Trust's reinvestment program (the "Program") by filing with the Trustee a
written notice of election. The Program may be terminated at any time without
notice. The Unit Holder's completed notice of election to participate in the
Program must be received by the Trustee at least ten days prior to the Record
Date applicable to any distribution in order for the Program to be in effect as
to such distribution. Elections may be modified or revoked on similar notice.
Such distributions, to the extent reinvested in the Trust, will be used by
the Trustee at the direction of the Sponsor in one or both of the following
manners. (i) The distributions may be used by the Trustee to purchase Units of
this Series of the Trust held in the Sponsor's inventory. The purchase price
payable by the Trustee for each of such Units will be equal to the applicable
Trust evaluation per Unit on (or as soon as possible after) the close of
business on the Distribution Date. The Units so purchased by the Trustee will be
issued or credited to the accounts of Unit Holders participating in the Program.
(ii) If there are no Units in the Sponsor's inventory, the Sponsor may purchase
additional Securities for deposit into the Trust (as described in "Prospectus
Part B--Introduction.") The additional Securities with any necessary cash will
be deposited by the Sponsor with the Trustee in exchange for new Units. The
distributions may then be used by the Trustee to purchase the new Units from the
Sponsor. The price for such new Units will be the applicable Trust evaluation
per Unit on (or as soon as possible after) the close of business on the
Distribution Date. (See "Public Offering of Units--Public Offering Price.") The
Units so purchased by the Trustee will be issued or credited to the accounts of
Unit Holders participating in the Program. The Sponsor may terminate the Program
if it does not have sufficient Units in its inventory or it is no longer deemed
practical to create additional Units.
No fractional Units will be issued under any circumstances. If, after the
maximum number of full Units has been issued or credited at the applicable
price, there remains a portion of the distribution which is not sufficient to
purchase a full Unit at such price, the Trustee will distribute such cash to
Unit Holders. The cost of administering the reinvestment program will be borne
by the Trust and thus will be borne indirectly by all Unit Holders.
RIGHTS OF UNIT HOLDERS
UNIT HOLDERS
A Unit Holder is deemed to be a beneficiary of the Trust created by the
Indenture and Agreement and vested with all right, title and interest in the
Trust created therein. A Unit Holder may at any time tender its Units to the
Trustee for redemption.
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Unit Holders are required to hold their Units in uncertificated form. The
Trustee will credit a Unit Holder's account with the number of Units held by the
Unit Holder. Units are transferable only on the records of the Trustee upon
presentation of evidence satisfactory to the Trustee for each transfer and any
sums payable for taxes or other governmental charges imposed upon these
transactions and compliance with the formalities necessary to redeem Units.
CERTAIN LIMITATIONS
The death or incapacity of any Unit Holder will not operate to terminate the
Trust nor entitle the legal representatives or heirs of such Unit Holder to
claim an accounting or to take any other action or proceeding in any court for a
partition or winding up of the Trust.
No Unit Holder shall have the right to vote except with respect to removal
of the Trustee or amendment and termination of the Trust. (See: "Administration
of the Trust--Amendment" and "Administration of the Trust--Termination".) Unit
Holders shall have no right to control the operation or administration of the
Trust in any manner, except upon the vote of 51% of the Units outstanding at any
time for purposes of amendment, or termination of the Trust or discharge of the
Trustee, all as provided in the Agreement; however, no Unit Holder shall ever be
under any liability to any third party for any action taken by the Trustee or
Sponsor. Unit Holders will be unable to dispose of any of the Securities in the
Portfolio, as such, and will not be able to vote the Securities. The Trustee, as
holder of the Securities, will have the right to vote all of the voting
Securities held in the Trust, and will vote such Securities in accordance with
the instructions of the Sponsor, if given, otherwise the Trustee shall vote as
it, in its sole discretion, shall determine.
EXPENSES AND CHARGES
ORGANIZATION COSTS
All or a portion of the organization costs and charges incurred in
connection with the establishment of the Trust including the cost of the
preparation, printing and execution of the Indenture, Registration Statement and
other documents relating to the Trust, Federal and State registration fees and
costs, the initial fees and expenses of the Trustee and legal and auditing
expenses will be borne by the Unit Holders. Advertising and selling expenses
will be paid by the Sponsor at no cost to the Trust.
TRUST FEES AND EXPENSES
The Sponsor's fee, earned for portfolio supervisory services, is based upon
the largest number of Units outstanding during the computation period. The
Sponsor's fee as set forth in "Summary of Essential Information" may exceed the
actual costs of providing portfolio supervisory services for this Trust, but at
no time will the total amount the Sponsor receives for portfolio supervisory
services rendered to all series of the Morgan Stanley Dean Witter Select Equity
Trust in any calendar year exceed the aggregate cost to it of supplying such
services in such year.
Under the Indenture and Agreement for its services as Trustee and evaluator,
the Trustee receives the fee set forth in "Summary of Essential Information".
Certain regular expenses of the Trust, including certain mailing and printing
expenses, are borne by the Trust.
The Sponsor's fee, the Trustee's fees and the Trust expenses accrue daily
but are payable only on or before each Distribution Date from the Income
Account, to the extent funds are available and thereafter from the Principal
Account. Any of such fees may be increased without approval of the Unit Holders
in proportion to increases under the classification "All Services Less Rent" in
the
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Consumer Price Index published by the United States Department of Labor or, if
no longer published, a similar index. The Trustee, pursuant to normal banking
procedures, also receives benefits to the extent that it holds funds on deposit
in various non-interest bearing accounts created under the Indenture and
Agreement.
OTHER CHARGES
The following additional charges are or may be incurred by the Trust as more
fully described in the Indenture and Agreement: (a) fees of the Trustee for
extraordinary services, (b) expenses of the Trustee (including legal and
auditing expenses) and of counsel designated by the Sponsor, (c) various
governmental charges, (d) expenses and costs of any action taken by the Trustee
to protect the Trust and the rights and interests of the Unit Holders, (e)
indemnification of the Trustee for any loss, liability or expenses incurred by
it in the administration of the Trust without negligence, bad faith, wilful
malfeasance or wilful misconduct on its part or reckless disregard of its
obligations and duties, (f) indemnification of the Sponsor for any losses,
liabilities and expenses incurred in acting as Sponsor or Depositor under the
Agreement without gross negligence, bad faith, wilful malfeasance or wilful
misconduct or reckless disregard of its obligations and duties, (g) expenditures
incurred in contacting Unit Holders upon termination of the Trust, and (h)
brokerage commissions or charges incurred in connection with the purchase or
sale of Securities.
PAYMENT
The fees and expenses set forth herein are payable out of the Trust and when
so paid by or owing to the Trustee are secured by a lien on the Trust. Dividends
on the Securities are expected to be sufficient to pay the estimated expenses of
the Trust. If the balances in the Income and Principal Account are insufficient
to provide for amounts payable by the Trust, the Trustee has the power to sell
Securities to pay such amounts. To the extent Securities are sold, the size of
the Trust will be reduced and the proportions of the types of Securities may
change. Such sales might be required at a time when Securities would not
otherwise be sold and might result in lower prices than might otherwise be
realized. Moreover, due to the minimum lot size in which Securities may be
required to be sold, the proceeds of such sales may exceed the amount necessary
for the payment of such fees and expenses.
ADMINISTRATION OF THE TRUST
RECORDS AND ACCOUNTS
The Trustee will keep records and accounts of all transactions of the Trust
at its unit investment trust office at 4 New York Plaza, New York, New York
10004. These records and accounts will be available for inspection by Unit
Holders at reasonable times during normal business hours. The Trustee will
additionally keep on file for inspection by Unit Holders an executed copy of the
Indenture and Agreement together with a current list of the Securities then held
in the Trust. In connection with the storage and handling of certain Securities
deposited in the Trust, the Trustee is authorized to use the services of
Depository Trust Company. These services would include safekeeping of the
Securities, coupon-clipping, computer book-entry transfer and institutional
delivery services. The Depository Trust Company is a limited purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System and a clearing agency registered under the Securities
Exchange Act of 1934.
DISTRIBUTION
Dividends payable to the Trust as a holder of record of its Securities are
credited by the Trustee to an Income Account, as of the date on which the Trust
is entitled to receive such dividends. Other receipts, including return of
investment and gain and amounts received upon the sale, pursuant to the
Indenture and Agreement, of rights to purchase other Securities distributed in
respect of the Securities in the Portfolio, are credited to a Principal Account.
Any distribution for each Unit Holder as of a Record Date will be made on the
next following Distribution Date or shortly thereafter and shall consist of an
amount approximately equal to the dividend
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income per Unit, after deducting estimated expenses, if any, plus such Holder's
pro rata share of the distributable cash balance of the Principal Account.
Proceeds received from the disposition of any of the Securities which are not
used for redemption of Units will be held in the Principal Account to be
distributed on the Distribution Date following receipt of such proceeds. No
distribution need be made from the Principal Account if the balance therein is
less than $1.00 per 100 Units outstanding. A Reserve Account may be created by
the Trustee by withdrawing from the Income or Principal Accounts, from time to
time, such amounts as it deems requisite to establish a reserve for any taxes or
other governmental charges that may be payable out of the Trust. Funds held by
the Trustee in the various accounts created under the Indenture are non-interest
bearing to Unit Holders.
On each Deferred Sales Charge Payment Date Securities will be sold pro rata
in an amount equal to $2.50 per 100 Units to pay the Deferred Sales Charge and
the proceeds will be distributed to the Sponsor.
The Trustee will follow a policy that it will place securities acquisition
or disposition transactions with a broker or dealer only if it expects to obtain
favorable prices and executions of orders. Transactions in securities held in
the Trust are generally made in brokerage transactions (as distinguished from
principal transactions) and the Sponsor may act as broker therein and receive
commissions thereon if the Trustee expects thereby to obtain favorable prices
and execution. The furnishing of statistical and research information to the
Trustee by any of the securities dealers through which transactions are executed
will not be considered in placing securities transactions.
PORTFOLIO SUPERVISION
The original proportionate relationship between the number of shares of each
Security in the Trust will be adjusted to reflect the occurrence of a stock
dividend, a stock split, merger, reorganization or a similar event which affects
the capital structure of the issuer of a Security in the Trust but which does
not affect the Trust's percentage ownership of the common stock equity of such
issuer at the time of such event. If the Trust receives the securities of
another issuer as the result of a merger or reorganization of, or a spin-off,
split-off or split-up by the issuer of a Security included in the original
portfolio, the Trust may hold those securities as if they were one of the
Securities initially deposited and adjust the proportionate relationship
accordingly for all future subsequent deposits. The Portfolio of the Trust is
not "managed" by the Sponsor or the Trustee; their activities described below
are governed solely by the provisions of the Indenture and Agreement. The
Sponsor may direct the Trustee to dispose of Securities upon failure of the
issuer of a Security in the Trust to declare or pay anticipated cash dividends,
institution of certain materially adverse legal proceedings, default under
certain documents materially and adversely affecting future declaration or
payment of dividends, or the occurrence of other market or credit factors that
in the opinion of the Sponsor would make the retention of such Securities in the
Trust detrimental to the interests of the Unit Holders. The Sponsor will direct
the Trustee to sell Securities to pay portions of the Deferred Sales Charge.
Except as otherwise discussed herein, the acquisition of any Securities for the
Trust other than those initially deposited and deposited in order to create
additional Units, is prohibited. The Sponsor is authorized under the Indenture
to direct the Trustee to invest the proceeds of any sale of Securities not
required for the redemption of Units in eligible money market instruments
selected by the Sponsor which will include only negotiable certificates of
deposit or time deposits of domestic banks which are members of the Federal
Deposit Insurance Corporation and which have, together with their branches or
subsidiaries, more than $2 billion in total assets, except that certificates of
deposit or time deposits of smaller domestic banks may be held provided the
deposit does not exceed the insurance coverage on the instrument (which
currently is $100,000), and provided further that the Trust's aggregate holding
of certificates of deposit or time deposits issued by the Trustee may not exceed
the insurance coverage of such obligations and U.S. Treasury notes or bills
(which shall be held until the maturity thereof) each of which matures prior to
the earlier of the next following Distribution Date or 90 days after receipt,
the principal thereof and interest thereon (to the extent such interest is not
used to pay Trust expenses) to be distributed on the earlier of the 90th day
after receipt or the next following Distribution Date.
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During the life of the Trust, the Sponsor, as part of its administrative
responsibilities, shall conduct reviews to determine whether or not to recommend
the disposition of Securities. In addition, the Sponsor shall undertake to
perform such other reviews and procedures as it may deem necessary in order for
it to give the consents and directions, including directions as to voting on the
underlying Securities, required by the Indenture and Agreement. For the
administrative services performed in making such recommendations and giving such
consents and directions, and in making the reviews called for in connection
therewith the Sponsor shall receive the portfolio supervisory fee referred to
under "Summary of Essential Information".
VOTING OF THE PORTFOLIO SECURITIES
Pursuant to the Indenture and Agreement, voting rights with respect to the
Portfolio Securities and Replacement Securities, if any, will be exercised by
the Trustee in accordance with the Indenture or the directions given by the
Sponsor.
REPORTS TO UNIT HOLDERS
With each distribution, the Trustee will furnish to Unit Holders a statement
of the amount of income and other receipts distributed, including the proceeds
of the sale of the Securities (including the sale of any Securities to pay
portions of the Deferred Sales Charge), expressed in each case as a dollar
amount per Unit.
Within a reasonable period of time after the last Business Day in each
calendar year, but not later than February 15, the Trustee will furnish to each
person who at any time during such calendar year was a Unit Holder of record a
statement setting forth:
1. As to the Income and Principal Account:
(a) the amount of income received on the Securities;
(b) the amount paid for redemption of Units;
(c) the deductions for applicable taxes or other governmental
charges, if any, and fees and expenses of the Sponsor, the Trustee and
counsel;
(d) the deductions of portions of the Deferred Sales Charge;
(e) the amounts distributed from the Income Account;
(f) any other amount credited or deducted from the Income Account;
and
(g) the net amount remaining after such payments and deductions
expressed both as a total dollar amount and as a dollar amount per Unit
outstanding on the last business day of such calendar year.
2. The following information:
(a) a list of the Securities as of the last business day of such
calendar year;
(b) the number of Units outstanding as of the last business day of
such calendar year;
(c) the Unit Value (as defined in the Agreement) based on the last
Evaluation made during such calendar year; and
(d) the amounts actually distributed during such calendar year from
the Income and Principal Accounts, separately stated, expressed both as
total dollar amounts and as dollar amounts per Unit outstanding on the
Record Dates for such distributions.
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AMENDMENT
The Indenture and Agreement may be amended from time to time by the Trustee
and the Sponsor or their respective successors, without the consent of any of
the Unit Holders (a) to cure any ambiguity or to correct or supplement any
provision contained therein which may be defective or inconsistent with any
other provision contained therein; (b) to change any provision thereof as may be
required by the Securities and Exchange Commission or any successor governmental
agency exercising similar authority; or (c) to make such other provision in
regard to matters or questions arising thereunder as shall not adversely affect
the interest of the Unit Holders; provided, that the Indenture and Agreement may
also be amended from time to time by the parties thereto (or the performance of
any of the provisions of this Indenture and Agreement may be waived) with the
expressed written consent of Holders of Units evidencing 51% of the Units at the
time outstanding under the Indenture and Agreement for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture and Agreement or of modifying in any manner the rights of the Unit
Holders; provided, further however, that the Indenture and Agreement may not be
amended (nor may any provision thereof be waived) so as to (1) increase the
number of Units issuable in respect of the Trust above the aggregate number
specified in Part II of the Agreement or such lesser amount as may be
outstanding at any time during the term of the Indenture except as the result of
the deposit of additional Securities, as therein provided, or reduce the
relative interest in the Trust of any Unit Holder without his consent, (2)
permit the deposit or acquisition thereunder of securities or other property
either in addition to or in substitution for any of the Securities except in the
manner permitted by the Trust Indenture as in effect on the date of the first
deposit of Securities or permit the Trustee to engage in business or investment
activities not specifically authorized in the Indenture and Agreement as
originally adopted or (3) adversely affect the characterization of the Trust as
a grantor trust for federal income tax purposes.
TERMINATION
The Indenture and Agreement provides that the Trust will be liquidated
during the Liquidation Period as set forth under "Summary of Essential
Information" and terminated at the end of such period. Additionally, if the
value of the Trust as shown by any Evaluation is less than forty percent (40%)
of the value of the Securities deposited in the Trust on the Initial Date of
Deposit and thereafter, the Trustee will, if directed by the Sponsor in writing,
terminate the Trust. The Trust may also be terminated at any time by the written
consent of Unit Holders owning 51% or more of the Units then outstanding. Unit
Holders will receive their final distributions (that is, their pro rata
distributions realized from the sale of Portfolio Securities plus any other
Trust assets, less Trust expenses) according to their Election Instructions. The
Election Instructions will provide for the following distribution options: (1)
cash distributions; (2) distributions "in kind"; or (3) investment of the
distributions attributable to the Unit Holder in units of a subsequent series of
the Morgan Stanley Dean Witter Select Equity Trust as designated by the Sponsor
(the "New Series") if such New Series is offered at such time (the "Rollover
Option"). Unit Holders who do not tender properly completed Election
Instructions to the Trustee will be deemed to have elected a cash distribution.
CASH OR "IN KIND" DISTRIBUTIONS. Unit Holders holding Units at termination
will receive distributions in respect of their Units in cash unless they
indicate to the Trustee that they wish to receive termination distributions "in
kind", by returning to the Trustee properly completed Election Instructions
distributed by the Trustee to such Unit Holders of record 45 days prior to the
Termination Date. No minimum number of Units are needed to elect an in kind
distribution. The Trustee will duly honor such election instructions received on
or before the In Kind Distribution Date. Such Unit Holder will be entitled to
receive whole shares of each of the underlying Portfolio Securities and cash
from the Principal Account equal to the fractional shares to which such
tendering Unit Holder is entitled. A Unit Holder receiving distributions of
Securities "in kind" may incur brokerage and odd-lot costs in converting
Securities so received into cash. The Trustee will transfer the Securities to be
delivered in kind to the account of, and for disposition in accordance with the
instructions of, the Unit Holder.
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NON IN-KIND ROLLOVER OPTION. A Unit Holder may elect to invest the
distributions attributable to the Unit Holder in units of a New Series subject
only to the deferred sales charge of the New Series. It is expected that the
terms of the New Series will be substantially the same as the terms of the Trust
described in this Prospectus, and that similar options to invest in a subsequent
series of the Trust will be exercisable as respects termination distributions
from each New Series of the Trust approximately one year after that New Series'
creation. The availability of this option does not constitute a solicitation of
an offer to purchase Units of a New Series or any other security. A Unit
Holder's election to exercise this option will be treated as an indication of
interest only. At any time prior to the purchase by a Unit Holder of units of a
New Series, such Unit Holder may change his investment strategy and receive, in
cash, the proceeds of the sale of the Securities.
IN-KIND ROLLOVER OPTION. The Sponsor may offer Unit Holders the ability to
"rollover" their Units of the Trust for Units of a subsequent series as set
forth below. If such feature is offered, the following structure will be
implemented for such rollovers. Although the Sponsor may offer Unit Holders this
additional termination alternative, the Sponsor reserves the right in its sole
discretion to decline to offer such alternative for any reason. If the Sponsor
determines to offer such alternative, it will notify Unit Holders who will then
notify the Sponsor whether they wish to participate. Such rollover will occur at
least 30 days prior to but not more than 65 days prior to the scheduled
termination of the Terminating Trust.
Unit Holders desiring to reinvest their interests in units of the Trust
("Terminating Trust") in Units of a newly created series of Morgan Stanley Dean
Witter Select Equity Trust, Select 5 Industrial Portfolio ("New Trust") may do
so by so advising their account executive. Such exchange will be effected by an
in-kind redemption from the Terminating Trust and subsequent in-kind deposit
with the Trustee of the New Trust, as follows:
The number and types of securities constituting a Unit of the New Trust will
be deposited in kind in the New Trust by The Chase Manhattan Bank acting as
agent on behalf of a Unit Holder (the "Agent") in connection with the creation
of a Unit of the New Trust. Certain of the stocks contained in the Terminating
Trust are likely to be included in the portfolio of the New Trust ("Duplicated
Stocks"). A Unit Holder in the Terminating Trust electing to receive his
interest in such Terminating Trust in kind and desiring to purchase Units in the
New Trust by an in kind contribution to the New Trust would direct the Agent to
carry out the transactions necessary to consummate the in kind deposit. The
Agent would be authorized to receive the Unit Holder's in kind distribution from
the Terminating Trust and to assemble and deposit, on the Unit Holder's behalf,
the package of stocks needed to make up a Unit in the New Trust. Such assembly
and deposit would include an in kind contribution to the New Trust of an
appropriate amount of the Unit Holder's interest in Duplicated Stocks.
Securities distributed in kind from the Terminating Trust not required to make
up a Unit in the New Trust would be sold by the Agent with the cash proceeds of
each sale utilized by the Agent to purchase the stocks, other than the
Duplicated Stocks, necessary to constitute a Unit of the New Trust. The proceeds
of such sales will be reduced and the cost of such purchases will be increased
by any applicable brokerage commissions. If additional cash is needed to
purchase stocks, such cash would be paid to the Agent by the Unit Holder. Any
cash not used to make up a Unit in the New Trust would be distributed to the
Unit Holder. Fractional interests received from the Terminating Trust will be
sold by the Agent with the cash proceeds of such sale used to purchase
securities for deposit in the New Trust or, if not so utilized, distributed to
the Unit Holder. Upon receipt of the in kind deposit, the Trustee will issue the
appropriate number of Units in the New Trust to the Unit Holder on whose behalf
the Agent acted. Units acquired pursuant to an in kind deposit into a New Trust
by a Unit Holder of a Terminating Trust will not be subject to an Initial Sales
Charge but only subject to a Deferred Sales Charge.
The ability to purchase Units of the New Trust by the deposit of securities
in kind will also be offered to persons who were not Unit Holders in a
Terminating Trust and any such person may contribute whole shares in kind to a
New Trust. Such person will be required to pay the Initial Sales Charge to the
Sponsor in connection with the in kind purchase of Units, which Units will be
subject to a Deferred Sales Charge.
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METHOD OF SECURITIES DISPOSAL. The Trustee will begin to sell the remaining
Securities held in the Trust on the next business day following the In-Kind
Date. Since the Trust is not managed, Securities in the Portfolio must be sold
in accordance with the Indenture, which provides for sales over a period of days
or on any one day during the Liquidation Period set forth in the "Summary of
Essential Information". Daily proceeds of such sales will be deposited into the
Trust, will be held in a non-interest bearing account until distributed and will
be of benefit to the Trustee. The sales of Portfolio Securities may tend to
depress the market prices for such Securities and thus reduce the proceeds
available to Unit Holders. The Sponsor believes that gradual liquidation of
Securities during the Liquidation Period may mitigate negative market price
consequences stemming from the trading of large volumes of Securities over a
short period of time. There can be no assurance, however, that such procedures
will effectively mitigate any adverse price consequences of heavy volume trading
or that such procedures will produce a better price for Unit Holders than might
have been obtained had all the Securities been sold on one particular day during
the Liquidation Period.
The Trustee will, after deduction of brokerage charges and costs incurred in
connection with the sale of Securities, any fees and expenses of the Trust and
payment into the Reserve Account of any amount required for taxes or other
governmental charges that may be payable by the Trust, distribute to each Unit
Holder, after due notice of such termination, such Unit Holder's pro rata share
in the Income and Principal Accounts. The sale of Securities in the Trust upon
termination may result in a lower amount than might otherwise be realized if
such sale were not required at such time. For this reason, among others, the
amount realized by a Unit Holder upon termination may be less than the amount
paid by such Unit Holder for Units.
Section 17(a) of the Investment Company Act of 1940 restricts purchases and
sales between affiliates of registered investment companies and those companies.
Pursuant to a recent exemptive order, each terminating Select 5 Industrial
Portfolio Series can sell securities to the next Series if those securities
continue to meet the Select 5 Strategy. The exemption will enable each Series to
eliminate commission costs on these transactions. The price for those securities
will be the closing sale price on the sale date on the exchange where the
securities are principally traded, as certified and confirmed by the Trustee of
each Series.
The Division of Investment Management of the SEC is of the view that the
rollover option constitutes an "exchange offer", for the purposes of Section
11(c) of the Investment Company Act of 1940, and would therefore be prohibited
absent an exemptive order. The Sponsor has received an exemptive order under
Section 11(c) which it believes permits it to offer the rollover, but no
assurance can be given that the SEC will concur with the Sponsor's position and
additional regulatory approvals may be required.
RESIGNATION, REMOVAL AND LIABILITY
REGARDING THE TRUSTEE
The Trustee shall be under no liability for any action taken in good faith
in reliance on prima facie properly executed documents or for the disposition of
monies or Securities in the Trust, nor shall the Trustee be liable or
responsible in any way for depreciation or loss incurred by reason of the
disposition of any Securities by the Trustee. However, the Trustee shall be
liable for wilful misfeasance, bad faith or negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under the Indenture and Agreement. In the event of a failure of the Sponsor to
act, the Trustee may act under the Indenture and Agreement and shall not be
liable for any such action taken by it in good faith. The Trustee shall not be
personally liable for any taxes or other governmental charges imposed upon the
Trust or in respect of the Securities or the interest thereon. The Agreement
also contains other customary provisions limiting the liability of the Trustee
and providing for the indemnification of the Trustee for any loss or claim
accruing to it without negligence, bad faith, wilful misconduct, wilful
misfeasance or reckless disregard of its duties and obligations under the
Agreement on its part.
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The Trustee or any successor may resign by executing an instrument in
writing, filing the same with the Sponsor and mailing a copy of such notice of
resignation to all Unit Holders then of record. Upon receiving such notice the
Sponsor will use its best efforts to appoint a successor Trustee promptly. If
the Trustee becomes incapable of acting or becomes bankrupt or its affairs are
taken over by public authorities, or upon the determination of the Sponsor (i)
that a material deterioration in the creditworthiness of the Trustee or (ii) one
or more negligent acts on the part of the Trustee having a materially adverse
effect has occurred such that replacement of the Trustee is in the best interest
of the Unit Holders the Sponsor may remove the Trustee and appoint a successor
as provided in the Agreement. If within 30 days of the resignation of a Trustee
no successor has been appointed or, if appointed, has not accepted the
appointment, the retiring Trustee may apply to a court of competent jurisdiction
for the appointment of a successor. The resignation or removal of a Trustee
becomes effective only when the successor Trustee accepts its appointment as
such or when a court of competent jurisdiction appoints a successor Trustee.
REGARDING THE SPONSOR
The Sponsor shall be under no liability to the Trust or to Unit Holders for
taking any action or for refraining from any action in good faith or for errors
in judgment. Nor shall the Sponsor be liable or responsible in any way for
depreciation or loss incurred by reason of the disposition of any Security. The
Sponsor will, however, be liable for its own wilful misfeasance, wilful
misconduct, bad faith, gross negligence or reckless disregard of its duties and
obligations under the Agreement.
If at any time the Sponsor shall resign under the Agreement or shall fail or
be incapable of performing its duties thereunder or shall become bankrupt or its
affairs are taken over by public authorities, the Agreement directs the Trustee
to either (1) appoint a successor Sponsor or Sponsors at rates of compensation
deemed reasonable by the Trustee not exceeding amounts prescribed by the
Securities and Exchange Commission, or (2) terminate the Trust Indenture and
Agreement and the Trust and liquidate the Trust.The Trustee will promptly notify
Unit Holders of any such action.
MISCELLANEOUS
SPONSOR
Dean Witter Reynolds Inc. ("Dean Witter") is a corporation organized under
the laws of the State of Delaware and is a principal operating subsidiary of
Morgan Stanley Dean Witter & Co. ("MSDW", formerly known as Morgan Stanley, Dean
Witter, Discover & Co.), a publicly-held corporation. On May 31, 1997, Dean
Witter, Discover & Co., Dean Witter's former parent company, and Morgan Stanley
Group Inc. merged to form MSDW. Dean Witter is a financial services company that
provides to its individual, corporate, and institutional clients services as a
broker in securities and commodities, a dealer in corporate, municipal, and
government securities, an investment banker, an investment adviser, and an agent
in the sale of life insurance and various other products and services. Dean
Witter is a member firm of the New York Stock Exchange, the American Stock
Exchange, other major securities exchanges and the National Association of
Securities Dealers. Dean Witter is currently servicing its clients through a
network of more than 350 domestic and international offices with approximately
10,000 account executives servicing individual and institutional client
accounts.
TRUSTEE
The Trustee is The Chase Manhattan Bank, a New York Bank with its principal
executive office located at 270 Park Avenue, New York, New York 10081 and its
unit investment trust office at 4 New York Plaza, New York, New York 10004. The
Trustee is subject to supervision by the Superintendent of Banks of the State of
New York, the Federal Deposit Insurance Corporation and the Board of Governors
of the Federal Reserve System. In connection with the storage and handling of
certain Securities deposited in the Trust,
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<PAGE>
the Trustee may use the services of The Depository Trust Company. These services
may include safekeeping of the Securities and coupon-clipping, computer
book-entry transfer and institutional delivery services. The Depository Trust
Company is a limited purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System and a clearing
agency registered under the Securities Exchange Act of 1934.
LEGAL OPINIONS
The legality of the Units offered hereby has been passed upon by Cahill
Gordon & Reindel, a partnership including a professional corporation, 80 Pine
Street, New York, New York 10005, as special counsel for the Sponsor.
AUDITORS
The Statement of Financial Condition and Schedule of Portfolio Securities of
this series of the Morgan Stanley Dean Witter Select Equity Trust included in
this Prospectus have been audited by Deloitte & Touche LLP, certified public
accountants, as stated in their report as set forth in Part A of this
Prospectus, and are included in reliance upon such report given upon the
authority of that firm as experts in accounting and auditing.
25
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THIS INVESTMENT COMPANY NOT CONTAINED IN
PARTS A AND B OF THIS PROSPECTUS; AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. PARTS A
AND B OF THIS PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY STATE TO ANY PERSON TO
WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PART A
Summary of Essential Information........... i
Independent Auditors' Report............... xii
Statement of Financial Condition........... xiii
Schedule of Portfolio Securities........... xv
PART B
Introduction............................... 1
The Trust.................................. 2
Objectives and Securities Selection.... 2
Summary Description of the Portfolio... 3
Risk Factors--Special Considerations... 3
Year 2000 Problem...................... 5
Distribution........................... 5
Tax Status of the Trust.................... 5
Retirement Plans........................... 7
Public Offering of Units................... 8
Public Offering Price.................. 8
Public Distribution.................... 9
Secondary Market....................... 9
Profit of Sponsor...................... 10
Volume Discount........................ 10
Redemption................................. 11
Right of Redemption.................... 11
Computation of Redemption Price........ 13
Postponement of Redemption............. 14
Exchange Option............................ 14
Direct Invest.............................. 15
Reinvestment Program....................... 16
Rights of Unit Holders..................... 16
Unit Holders........................... 16
Certain Limitations.................... 17
Expenses and Charges....................... 17
Expenses............................... 17
Fees................................... 17
Other Charges.......................... 18
Payment................................ 18
Administration of the Trust................ 18
Records and Accounts................... 18
Distribution........................... 18
Portfolio Supervision.................. 19
Voting of the Portfolio Securities..... 20
Reports to Unit Holders................ 20
Amendment.............................. 21
Termination............................ 21
Resignation, Removal and Liability......... 23
Regarding the Trustee.................. 23
Regarding the Sponsor.................. 24
Miscellaneous.............................. 24
Sponsor................................ 24
Trustee................................ 24
Legal Opinions......................... 25
Auditors................................... 25
</TABLE>
37269
[LOGO] MORGAN STANLEY DEAN WITTER
SELECT EQUITY TRUST
SELECT 5
INDUSTRIAL PORTFOLIO 98-6
- --------------------------
(A Unit Investment Trust)
- ----------------------------------------
MORGAN STANLEY DEAN WITTER
- ----------------------------------------
READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
This prospectus may be used as a preliminary prospectus for a future series,
such as when Units of this Trust are no longer available, or for investors who
will reinvest into subsequent series of Select Five Industrial Portfolios. In
such cases, Investors should note that:
Information contained herein is subject to amendment. A registration
statement relating to securities of a future series has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
MORGAN STANLEY DEAN WITTER IS A SERVICE MARK OF MORGAN STANLEY DEAN WITTER &
CO.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This registration statement on Form S-6 comprises the
following documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Written consents of the following persons:
- Cahill Gordon & Reindel (included in Exhibit 5)
- Deloitte & Touche LLP
The following Exhibits:
****EX-3(i) Certificate of Incorporation of Dean Witter
Reynolds Inc.
****EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated Janu-
ary 22, 1991.
*EX-4.15 Amendment to Exhibit 4.1 dated December 30,
1997.
**EX-4.2 Reference Trust Agreement dated October 30,
1998.
*****EX-4.3 Amendment dated July 18, 1995 to Trust Inden-
ture and Agreement dated January 27, 1991.
**EX-5 Opinion of counsel as to the legality of the
securities being registered.
**EX-23.1 Consent of Independent Auditors.
**EX-23.2 Consent of Cahill Gordon & Reindel (included in
Exhibit 5).
***EX-24 Powers of Attorney executed by a majority of
the Board of Directors of Dean Witter Reynolds
Inc.
**EX-27 Financial Data Schedule.
<PAGE>
EX-99 Information as to Officers and Directors of
Dean Witter Reynolds Inc. is incorporated by
reference to Schedules A and D of Form BD filed
by Dean Witter Reynolds Inc. pursuant to Rules
15b1-1 and 15b3-1 under the Securities Exchange
Act of 1934 (1934 Act File No. 8-14172).
_________________________
* Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Dean Witter Se-
lect Equity Trust, Selected Opportunities Series 18, Reg-
istration no. 33-50105 and as filed as an exhibit to Dean
Witter Select Equity Trust, Select 5 Industrial Portfolio
98-1, Registration No. 333-41783.
** Filed herewith.
*** Previously filed.
**** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Sears Tax-Exempt
Investment Trust, Insured Long Term Series 33 and Long
Term Municipal Portfolio Series 106, Registration numbers
33-38086 and 33-37629, respectively.
***** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Dean Witter Se-
lect Equity Trust, Select 5 Industrial Portfolio 95-3,
Registration No. 33-60121.
<PAGE>
SIGNATURES
The Registrant, Morgan Stanley Dean Witter Select Eq-
uity Trust, Select 5 Industrial Portfolio 98-6 hereby identifies
the Dean Witter Select Equity Trust, Select 5 Industrial Portfo-
lio 97-6 for purposes of the representations required by Rule 487
and represents the following:
1) That the portfolio securities deposited in the series
with respect to which this registration statement is
being filed do not differ materially in type or quality
from those deposited in such previous series;
2) That, except to the extent necessary to identify the
specific portfolio securities deposited in, and to pro-
vide essential financial information for, the series
with respect to the securities of which this registra-
tion statement is being filed, this registration state-
ment does not contain disclosures that differ in any
material respect from those contained in the registra-
tion statement for such previous series as to which the
effective date was determined by the Commission or the
staff; and
3) That it has complied with Rule 460 under the Securities
Act of 1933.
Pursuant to the requirements of the Securities Act of
1933, the registrant, Morgan Stanley Dean Witter Select Equity
Trust, Select 5 Industrial Portfolio 98-6 has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York on the 30th day of Octo-
ber, 1998.
MORGAN STANLEY DEAN WITTER SELECT
EQUITY TRUST, SELECT 5 INDUSTRIAL
PORTFOLIO 98-6
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
/s/Thomas Hines
Thomas Hines
Authorized Signatory
<PAGE>
-2-
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 1 to the Registration Statement has been
signed on behalf of Dean Witter Reynolds Inc., the Depositor by
the following person in the following capacities and by the fol-
lowing persons who constitute a majority of the Depositor's Board
of Directors in the City of New York, and State of New York, on
this 30th day of October, 1998.
Name Office
Philip J. Purcell Chairman & Chief )
Executive Officer )
and Director*)
Richard M. DeMartini Director
Robert J. Dwyer Director
Christine A. Edwards Director
Charles A. Fiumefreddo Director
James F. Higgins Director
Mitchell M. Merin Director
Stephen R. Miller Director
Richard F. Powers III Director
Thomas C. Schneider Director
William B. Smith Director
By: /s/Thomas Hines
-------------------
Thomas Hines
Attorney-in-fact*
_____________________
* Executed copies of the Powers of Attorney of the Board Mem-
bers listed below have been filed with the Securities and
Exchange Commission in connection with Amendment No. 1 to
the Registration Statement on Form S-6 for Dean Witter Se-
lect Equity, Select 10 Industrial Portfolio 97-1, File
No. 333-16839, Amendment No. 1 to the Registration Statement
on Form S-6 for Dean Witter Select Equity Trust, Select 10
Industrial Portfolio 96-4, File No. 333-10499 and the Regis-
tration Statement on Form S-6 for Dean Witter Select Equity
Trust, Select 10 International Series 95-1, File No. 33-
56389.
<PAGE>
Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
EXHIBIT NO. TITLE OF DOCUMENT
****EX-3(i) Certificate of Incorporation of
Dean Witter Reynolds Inc.
****EX-3(ii) By-Laws of Dean Witter Reynolds
Inc.
*EX-4.1 Trust Indenture and Agreement,
dated January 22, 1991.
*EX-4.15 Amendment to Exhibit 4.1 dated
December 30, 1997.
**EX-4.2 Reference Trust Agreement dated
October 30, 1998.
*****EX-4.3 Amendment dated July 18, 1995 to
Trust Indenture and Agreement
dated January 22, 1991.
**EX-5 Opinion of counsel as to the
legality of the securities being
registered.
**EX-23.1 Consent of Independent Auditors.
EX-23.2 Consent of Cahill Gordon &
Reindel (included in Exhibit 5).
***EX-24 Powers of Attorney executed by a
majority of the Board of
Directors of Dean Witter Reynolds
Inc.
**EX-27 Financial Data Schedule.
<PAGE>
-2-
EX-99 Information as to Officers and
Directors of Dean Witter Reynolds
Inc. is incorporated by reference
to Schedules A and D of Form BD
filed by Dean Witter Reynolds
Inc. pursuant to Rules 15b1-1 and
15b3-1 under the Securities
Exchange Act of 1934 (1934 Act
File No. 8-14172).
________________________
* Incorporated by reference to exhibit of same
designation filed with the Securities and
Exchange Commission as an exhibit to the
Registration Statement of Sears Equity Investment
Trust, Selected Opportunities Series 4,
Registration No. 33-35347 and as filed as an
exhibit to Dean Witter Select Equity Trust,
Select 5 Industrial Portfolio 98-1, Registration
No. 333-41783.
** Filed herewith.
*** Previously filed.
**** Incorporated by reference to exhibit of same
designation filed with the Securities and
Exchange Commission as an exhibit to the
Registration Statement of Sears Tax-Exempt
Investment Trust, Insured Long Term Series 33 and
Long Term Municipal Portfolio Series 106,
Registration Nos. 33-38086 and 33-37629,
respectively.
***** Incorporated by reference to exhibit of same
designation filed with the Securities and
Exchange Commission as an exhibit to the
Registration Statement of Dean Witter Select
Equity Trust, Select 5 Industrial Portfolio 95-3,
Registration No. 33-60121.
<PAGE>
Exhibit 4.2
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 98-6
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated October 30, 1998
between DEAN WITTER REYNOLDS INC., as Depositor, and The Chase
Manhattan Bank, as Trustee, sets forth certain provisions in full
and incorporates other provisions by reference to the document
entitled "Sears Equity Investment Trust, Trust Indenture and
Agreement" dated January 22, 1991, as amended on March 16, 1993,
July 18, 1995 and December 30, 1997 (the "Basic Agreement").
Such provisions as are incorporated by reference constitute a
single instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee agree
as follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein incorpo-
rated by reference in their entirety and shall be deemed to be a
part of this instrument as fully and to the same extent as though
said provisions had been set forth in full in this instrument ex-
cept that the Basic Agreement is hereby amended in the following
manner:
A. Article I, Section 1.01, paragraph (29) defining
"Trustee" shall be amended as follows:
"'Trustee' shall mean The Chase Manhattan
Bank, or any successor trustee appointed as
hereinafter provided."
<PAGE>
B. Reference to United States Trust Company of New
York in its capacity as Trustee is replaced by The
Chase Manhattan Bank throughout the Basic
Agreement.
C. Reference to "Dean Witter Select Equity Trust" is
replaced by "Morgan Stanley Dean Witter Select
Equity Trust".
D. Section 3.01 is amended to substitute the
following:
SECTION 3.01. INITIAL COST The costs
of organizing the Trust and sale of the Trust
Units shall, to the extent of the expenses
reimbursable to the Depositor provided below,
be borne by the Unit Holders, provided, how-
ever, that, to the extent all of such costs
are not borne by Unit Holders, the amount of
such costs not borne by Unit Holders shall be
borne by the Depositor and, PROVIDED FURTHER,
however, that the liability on the part of
the Depositor under this section shall not
include any fees or other expenses incurred
in connection with the administration of the
Trust subsequent to the deposit referred to
in Section 2.01. Upon notification from the
Depositor that the primary offering period is
concluded, the Trustee shall withdraw from
the Account or Accounts specified in the Pro-
spectus or, if no Account is therein speci-
fied, from the Principal Account, and pay to
the Depositor the Depositor's reimbursable
expenses of organizing the Trust and sale of
the Trust Units in an amount certified to the
Trustee by the Depositor. If the balance of
the Principal Account is insufficient to make
such withdrawal, the Trustee shall, as di-
rected by the Depositor, sell Securities
identified by the Depositor, or distribute to
the Depositor Securities having a value, as
determined under Section 4.01 as of the date
of distribution, sufficient for such reim-
bursement. The reimbursement provided for in
this section shall be for the account of the
Unitholders of record at the conclusion of
the primary offering period and shall not be
reflected in the computation of the Unit
Value prior thereto. As used herein, the De-
positor's reimbursable expenses of organizing
the Trust and sale of the Trust Units shall
include the cost of the initial preparation
<PAGE>
and typesetting of the registration state-
ment, prospectuses (including preliminary
prospectuses), the indenture, and other docu-
ments relating to the Trust, SEC and state
blue sky registration fees, the cost of the
initial valuation of the portfolio and audit
of the Trust, the initial fees and expenses
of the Trustee, and legal and other out-of-
pocket expenses related thereto, but not in-
cluding the expenses incurred in the printing
of preliminary prospectuses and prospectuses,
expenses incurred in the preparation and
printing of brochures and other advertising
materials and any other selling expenses.
Any cash which the Depositor has identified
as to be used for reimbursement of expenses
pursuant to this Section shall be reserved by
the Trustee for such purpose and shall not be
subject to distribution or, unless the De-
positor otherwise directs, used for payment
of redemptions in excess of the per-Unit
amount allocable to Units tendered for re-
demption.
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
A. The Trust is denominated Morgan Stanley Dean
Witter Select Equity Trust, Select 5 Industrial Portfolio
98-6 (the "Select 5 Trust").
B. The publicly traded stocks listed in Schedule A
hereto are those which, subject to the terms of this
Indenture, have been or are to be deposited in trust under
this Indenture.
C. The term, "Depositor" shall mean Dean Witter
Reynolds Inc.
D. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic Agreement is 25,000 for
the Select 5 Trust.
E. A Unit is hereby declared initially equal to
1/25,000th for the Select 5 Trust.
F. The term "In-Kind Distribution Date" shall mean
October 13, 1999.
<PAGE>
G. The term "Record Dates" shall mean January 1, 1999,
April 1, 1999, July 1, 1999, November 2, 1999 and such other
date as the Depositor may direct.
H. The term "Distribution Dates" shall mean
January 15, 1999, April 15, 1999, July 15, 1999 and on
or about November 9, 1999 and such other date as the Depositor
may direct.
I. The term "Termination Date" shall mean
November 2, 1999.
J. The Depositor's Annual Portfolio Supervision Fee
shall be a maximum of $0.25 per 100 Units.
K. The Trustee's annual fee as defined in
Section 6.04 of the Indenture shall be $.74 per 100 Units if
the greatest number of Units outstanding during the period
is 10,000,000 or more; $.80 per 100 Units if the greatest
number of Units outstanding during the period is between
5,000,000 and 9,999,999; and $.86 per 100 Units if the
greatest number of Units outstanding during the period is
4,999,999 or less.
L. For a Unit Holder to receive an "in_kind"
distribution during the life of the Trust, such Unit Holder
must tender at least 25,000 Units for redemption. There is
no minimum amount of Units that a Unit Holder must tender in
order to receive an "in-kind" distribution on the In-Kind
Date or in connection with a rollover.
M. Paragraph (b)(ii) of Section 9.03 is amended to
provide that the period during which the Trustee shall
liquidate the Trust Securities shall not exceed 14 business
days commencing on the first business day following the In-
Kind Date.
<PAGE>
(Signatures and acknowledgments on separate pages)
<PAGE>
The Schedule of Portfolio Securities in the prospectus
included in this Registration Statement is hereby incorporated by
reference herein as Schedule A hereto.
<PAGE>
Exhibit 5
<PAGE>
(Letterhead of Cahill Gordon & Reindel)
October 30, 1998
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Morgan Stanley Dean Witter
Select Equity Trust,
Select 5 Industrial Portfolio 98-6
Gentlemen:
We have acted as special counsel for you as Depositor of the Morgan
Stanley Dean Witter Select Equity Trust, Select 5 Industrial Portfolio 98-6
(the "Trust"), in connection with the issuance under the Trust Indenture and
Agreement, dated January 22, 1991, as amended, and the related Reference
Trust Agreement, dated October 30, 1998 (such Trust Indenture and Agreement
and Reference Trust Agreement collectively referred to as the "Indenture"),
between you, as Depositor, and The Chase Manhattan Bank, as Trustee, of units
of fractional undivided interest in said Trust (the "Units") comprising the
Units of Morgan Stanley Dean Witter Select Equity Trust, Select 5 Industrial
Portfolio 98-6. In rendering our opinion expressed below, we have relied in
part upon the opinions and representations of your officers and upon
opinions of counsel to Dean Witter Reynolds Inc.
Based upon the foregoing, we advise you that, in our opinion, when
the Indenture has been duly executed and delivered on behalf of the Depositor
and the Trustee and when the Receipt For Units evidencing the Units has been
duly executed and deliv-ered by the Trustee to the Depositor in accordance
with the In-denture, the Units will be legally issued, fully paid and
nonas-sessable by the Trust, and will constitute valid and binding
ob-ligations of the Trust and the Depositor in accordance with their terms,
except that enforceability of certain provisions thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors generally and by general equitable
principles.
<PAGE>
-2-
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement (File No. 333-63327) relating to the Units
referred to above and to the use of our name and to the reference to our firm
in said Registration Statement and the related Prospectus. Our consent to
such reference does not constitute a consent under Section 7 of the
Securities Act, as in consenting to such reference we have not certified any
part of the Registration Statement and do not otherwise come within the
categories of persons whose consent is required under said Section 7 or under
the rules and regulations of the Commission thereunder.
Very truly yours,
CAHILL GORDON & REINDEL
<PAGE>
Exhibit 23.1
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated October 30,
1998, accompanying the financial statements of the Morgan Stanley
Dean Witter Select Equity Trust Select 5 Industrial Portfolio
98-6, included herein and to the reference to our Firm as experts
under the heading "Auditors" in the prospectus which is a part of
this registration statement.
Deloitte & Touche LLP
---------------------
Deloitte & Touche LLP
October 30, 1998
New York, New York
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST SELECT 5
INDUSTRIAL PORTFOLIO 98-6 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 2
<NAME> MS/DW SELECT EQUITY TRUST SELECT 5 INDUSTRIAL PORTFOLIO
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-30-1998
<PERIOD-START> OCT-30-1998
<PERIOD-END> OCT-30-1998
<INVESTMENTS-AT-COST> 240,618
<INVESTMENTS-AT-VALUE> 240,618
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 240,618
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,992
<TOTAL-LIABILITIES> 5,992
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 234,626
<SHARES-COMMON-STOCK> 25,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 234,626
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 25,000
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
