<PAGE>
File No. 333-82371
Investment Company Act No. 811-5065
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 99-3
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,
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO
SERIES 99-3
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 agents 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 Invest-
ment 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
/X/ Check box if it is proposed that this filing will be-
come effective immediately upon filing on July 23,
1999 pursuant to Rule 487.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST,
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 99-3
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)
<TABLE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
<S> <C>
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
____________________
* Not applicable, answer negative or not required.
<PAGE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
<S> <C>
10. General Information regarding )
Trust's Securities and Rights of )
Holders )
(a) Type of Securities ) Rights of Unit Hold-
(Registered or Bearer) ) ers
(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 Mar-
tial redemption and similar ) ket; Exchange Option;
matters ) Redemption; Rights of
) Unit Holders-Certifi-
) cates
(e) Lapses or defaults with re- ) *
spect to periodic payment )
plan certificates )
(f) Voting rights as to Securi- ) Rights of Unit
ties under the Indenture ) Holder-Certain Limi-
) tations; 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 Description
) of the Portfolios
)
(2) Terms and Conditions ) Amendment and Termi-
of Trust's Securities ) nation of the Inden-
) ture
____________________
* Not applicable, answer negative or not required
<PAGE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
<S> <C>
(3) Provisions of Inden- ) Amendment and Termi-
ture ) nation of the Inden-
) ture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holders Consent )
required to change )
(1) Composition of assets ) Amendment and Termi-
of Trust ) nation of the Inden-
) ture
(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 ) *
and Trustee )
(i) Other principal features of ) Cover of Prospectus;
the Trust's Securities ) Tax Status
11. Type of securities comprising ) The Trust-Summary De-
units ) scription of the
) Portfolios; Objec-
) tives and Securities
) Selection; The Trust-
) Special Considera-
) tions
12. Type of securities comprising ) *
periodic payment certificates )
____________________
* Not applicable, answer negative or not required
<PAGE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
<S> <C>
13. (a) Load, fees, expenses, etc. ) Summary of Essential
) Information; Public
) Offering of Units-
) Public Offering
) Price;-Profit of
) Sponsor;-Volume Dis-
) count; Expenses and
) Charges
(b) Certain information regard- ) *
ing periodic payment cer- )
tificates )
(c) Certain percentages ) Summary of Essential
) Information; Public
) Offering of Units-
) Public Offering
) Price; -Profit of
) Sponsor;-Volume Dis-
) count
(d) Price differentials ) Public Offering of
) Units-Public Offering
) Price
(e) Certain other loads, 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 Spon-
) sor
____________________
* Not applicable, answer negative or not required
<PAGE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
<S> <C>
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-Sec-
) ondary Market
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-
) Limitation on Liabil-
) ity-Resignation;
) Trustee-Limitation on
) Liability-Resignation
21. Loans to security holders ) *
22. Limitations on liability of de- ) Sponsor, Trustee;
positor, trustee, custodian, ) Evaluator-Limitation
etc. ) on Liability
____________________
* Not applicable, answer negative or not required
<PAGE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
<S> <C>
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 Offering
) of Units-Profit of
) Sponsor
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
____________________
* Not applicable, answer negative or not required
<PAGE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
<S> <C>
35. Distribution of trust's securi- ) Public Offering of
ties by states ) Units-Public Distri-
) bution
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 )
40. Certain fees received by princi- ) Public Offering of
pal underwriter ) Units-Profit of Spon-
) sor
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
____________________
* Not applicable, answer negative or not required
<PAGE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
<S> <C>
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of
) Units-Secondary Mar-
) ket; 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
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
____________________
* Not applicable, answer negative or not required
<PAGE>
<CAPTION>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
<S> <C>
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 )
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
</TABLE>
____________________
* Not applicable, answer negative or not required
<PAGE>
MORGAN STANLEY DEAN WITTER
[LOGO] MORGAN STANLEY
DEAN WITTER
SELECT EQUITY TRUST
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 99-3
- --------------------------------------------------------------------------------
(A Unit Investment Trust)
-----------------------------------------------------------------------------
Trust objective: to provide capital appreciation through an investment for
approximately 1 year in a fixed Portfolio consisting of common stocks from the
July 1999 update of Morgan Stanley Dean Witter Global Equity Research's
"Competitive Edge"--"Best Ideas" list, as determined on July 21, 1999. These
common stocks include both domestic and foreign equity securities issued by
companies in a variety of industries.
The value of the Units of the Trust will fluctuate with the value of the
Portfolio of underlying Securities, and dividends may fluctuate or not be paid.
AN INVESTMENT IN THE TRUST IS NOT A DEPOSIT OF THE BANK AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY. INVESTMENT IN UNITS OF THE TRUST IS SUBJECT TO INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
<TABLE>
<CAPTION>
SPONSOR TRUSTEE
- ------------------------------ ------------------------------
<S> <C>
Dean Witter Reynolds Inc. The Bank of New York
2 World Trade Center 101 Barclay Street
New York, New York 10048 New York, New York 10286
</TABLE>
- --------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
PROSPECTUS DATED JULY 23, 1999
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 99-3
AS OF JULY 22, 1999, THE INITIAL DATE OF DEPOSIT
<TABLE>
<S> <C>
Aggregate Value at the Evaluation Time of Securities in Trust......... $245,926.15
Number of Units(1).................................................... 24,816
Fractional Undivided Interest in the Trust Represented by Each Unit... 1/24,816th
Public Offering Price Per 100 Units:
Value of Securities in the Trust.................................. $ 988.52
Plus Value of Securities for Organization Costs(2)................ 2.48
Total Value of Securities......................................... 991.00
Plus Sales Charge of 2.90% of Public Offering Price(3) (2.926% of
the amount invested in Securities)............................... 29.00
Less Deferred Sales Charge per 100 Units.......................... (20.00)
-----------
Public Offering Price per 100 Units(4)............................ $ 1,000.00
-----------
-----------
Sponsor's Repurchase Price per 100 Units and Redemption Price per 100
Units (based on the value of the underlying Securities, $29.00 less
than the Public Offering Price per 100 Units)(5).................... $ 971.00
-----------
-----------
</TABLE>
<TABLE>
<S> <C>
Evaluation Time: Close of the market: 4:00 p.m., New York time.
Minimum Purchase: The minimum initial investment is $1,000 ($100 if the initial purchase is through an IRA or
Direct Invest). The minimum subsequent investment is $100.
Distributions will be made on the Distribution Dates (March 15, 2000 and on or about October 31, 2000) to
holders of record on the immediately preceeding Record Date (March 1, 2000 and October 24, 2000).
The Mandatory Termination Date of the Trust is October 24, 2000, although the Trust may terminate earlier if the
value of the Trust at any time is less than 40% of the market value of the Securities deposited into the Trust.
If you wish to receive Securities in-kind, you must elect prior to the in-kind Distribution Date of October 3,
2000. During the 14 business day period after that date, the Liquidation Period, the remaining Securities will
be sold and the final distribution made (without interest on these proceeds) within 5 business days after the
proceeds of the last sale are received by the Trust.
</TABLE>
i
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
- ------------------------
(1)The number of Units will increase as the Sponsor deposits additional
Securities into the Trust. See "Unit Creation--Deposit of Securities" in Part B.
(2)Unit Holders will bear Organization Costs, which include 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. At the close of
the initial offering period, Securities will be sold or cash will be used to
reimburse the Sponsor for its advancements towards Organization Costs.
Organization Costs per Unit have been estimated based on a Trust with $50
million of assets. If the assets of the Trust are less than $50 million, the
Organization Costs per Unit are likely to be greater than the estimate shown.
(3)You will pay a maximum total sales charge of 2.9% of the Public Offering
Price. The sales charge has two components, an Initial Sales Charge and a
Deferred Sales Charge. The Initial Sales Charge is calculated by subtracting the
Deferred Sales Charge of $20.00 per 100 Units from the total sales charge. On
the date of this Summary of Essential Information, the Initial Sales Charge is
$9.00 per 100 Units (0.9% of the Public Offering Price). The amount of the
Initial Sales Charge will change and may be more than $9.00 per 100 Units as the
value of the Securities changes after the Initial Date of Deposit. The Initial
Sales Charge is reduced if you purchase Units with a value of $25,000 or more.
(See "Public Offering of Units--Volume Discount"). You will pay a sales charge
on all of the Securities, including the Securities held to pay Organization
Costs.
To pay the Deferred Sales Charge, the Trustee will sell Trust assets equal
to $2.50 per 100 Units on each Deferred Sales Charge Payment Date (the last
business day of each month, over an 8 month period beginning October 29, 1999).
If you sell, redeem or exchange your Units before the last Deferred Sales Charge
Payment Date the proceeds payable to you will be reduced by the amount of any
unpaid Deferred Sales Charge. Units that you purchase through the Reinvestment
Program will be subject to the Deferred Sales Charge that remains at the time of
reinvestment (see "Reinvestment Program").
(4)This is the price as of the Initial Date of Deposit only and will change
on subsequent dates.
(5)This is the price as of the Initial Date of Deposit only and will change
on subsequent dates. 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.
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 AND EXPENSES, 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 on Purchase......................... 0.90%(a) $ 9.00
Deferred Sales Charge per Year................................... 2.00%(a) 20.00
----- ------
Maximum Sales Charge per Year.................................... 2.90% $ 29.00
----- ------
----- ------
Maximum Sales Charge Imposed Per Year on Reinvested Dividends.... $ 20.00(b)
ORGANIZATION COSTS............................................... 0.248% $ 2.48
</TABLE>
<TABLE>
<S> <C> <C>
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS) (c)
Trustee's Fee including Estimated Expenses (d)................. 0.204% $ 2.04
Sponsor's Portfolio Supervision Fee (d)........................ 0.025 0.25
Bookkeeping and Administrative Fees............................ -- --
Other Operating Expenses....................................... -- --
----- ------
Total...................................................... 0.229% $ 2.29
----- ------
----- ------
</TABLE>
iii
<PAGE>
FEE TABLE--(continued)
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD
------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- --------- -----------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $10,000 investment,
assuming an estimated operating expense ratio and organization cost
of 0.477% and a 5% annual return on the investment throughout
the periods................................................................... $ 338 $ 848 $ 1,383 $ 2,846
The Example assumes all dividends and distributions will be reinvested and uses 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 5 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 rate of return may be more or less than those assumed for purposes of the Example.
</TABLE>
-------------------
(a) The Initial Sales Charge is actually the difference between 2.90% and the
Deferred Sales Charge of $20.00 per 100 Units; it will exceed 0.90% if the
Public Offering Price exceeds $1,000 per 100 Units.
The Deferred Sales Charge is paid at a rate of $2.50 per 100 Units per
month on each of the 8 Deferred Sales Charge Payment Dates, irrespective of
the purchase or redemption price per Unit. If a Holder sells Units before
all of these payments have been made, any unpaid Deferred Sales Charge will
be deducted from the sales proceeds. If the Unit purchase price exceeds
$1000 per 100 Units, the Deferred Sales Charge will be less than 2.00%; if
the Unit purchase price is less than $1000 per 100 Units, the Deferred
Sales Charge will exceed 2.00%.
(b) Reinvested dividends will be subject only to the Deferred Sales Charge
remaining at the time of reinvestment which, as described above, may be
more or less than 2.00% of the Public Offering Price at the time of
reinvestment (see "Reinvestment Program").
(c) The estimates do not include the costs paid by the Trust of purchasing and
selling Securities.
(d) The fees accrue daily and are payable on each Distribution Date. The
Sponsor estimates that dividends from the Securities (based on the last
dividends actually paid) will be sufficient to pay the estimated expenses
of the Trust. See: "Expenses and Charges". In addition to the Trustee's
fee, brokerage costs which the Trust will pay to purchase Securities are
currently estimated at $1.00 per 100 Units.
iv
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
INVESTMENT NAME AND STRUCTURE: The Morgan Stanley Dean Witter Select Equity
Trust, The Competitive Edge Best Ideas Portfolio Series 99-3 (the "Trust")--a
unit investment trust composed of publicly-traded common stocks or contracts to
purchase such stocks (the "Securities").
OBJECTIVE: To provide capital appreciation through investment in the
Competitive Edge--Best Ideas Stocks ("Best Ideas Stocks") as of July 21, 1999
(the "Stock Selection Date"). The Trust expects to hold the common stocks for
about one year. There is, however, no guarantee that the Trust will achieve its
objective. Income is not an objective of the Trust.
SECURITIES SELECTION: Morgan Stanley Dean Witter (MSDW) Global Equity
Research department ("MSDW Research") is recognized as a world leader in global
financial research and provides comprehensive research and in-depth knowledge
about general markets and specific companies from around the world. Through its
on-going research and analysis, MSDW Research has developed and undertaken a
comprehensive study which it calls Global Investing: The Competitive Edge. It
believes:
- that companies with a sustainable competitive edge in the operations of
their business are worth more than their weaker competitors,
- that these companies can be expected to earn higher returns on each
incremental dollar invested in their businesses, and
- that these companies are less risky to own.
MSDW's equity research analysts and strategists presently evaluate
approximately 2,000 companies in 21 industry sectors worldwide. The initial
comprehensive review for the Competitive Edge list was conducted in October 1996
and identified 238 companies from the MSDW Research companies under coverage
(then nearly 1,650) as having a competitive advantage in the global arena. MSDW
Research further identified a group of 84 companies in which it believed that
these company's competitive edge was not reflected in its common stock price.
From this group, it then selected its "Best Ideas", a list of approximately 40
companies which it considered at that time to be the most attractive investment
opportunities of the group. Since then there have been ten formal
updates--April, July, October, 1997, January, April, July, October, 1998,
February, April and July, 1999.
In February 1999 MSDW Research announced the results of its annual
comprehensive review, with the Competitive Edge list consisting of 250
companies. The Trust's Portfolio is based upon the 1999 annual comprehensive
review and the July 1999 update. Of the 250 companies identified on the
Competitive Edge list, a group of 110 companies were categorized as having their
competitive edge not reflected in their current stock price and this group of
companies was further narrowed to the list of Best Ideas. MSDW Research
presently intends, although it is not obligated, to keep the number of companies
within the Competitive Edge list (and identified at each annual comprehensive
review) to approximately 250, and the Best Ideas list to approximately 40.
See the "Portfolio of Securities" for the share-weighting of each Security
in the Trust as of the Initial Date of Deposit.
v
<PAGE>
TRUST SECURITIES:
PORTFOLIO CHARACTERISTICS. A review of the Trust Portfolio's Securities as
of the Initial Date of Deposit indicates that all are common stocks, whose
issuers can be characterized as being within the categories set forth below:
<TABLE>
<CAPTION>
APPROXIMATE
PERCENTAGE OF
AGGREGATE MARKET VALUE
CATEGORIES OF ISSUER OF TRUST PORTFOLIO*
- --------------------------------------------- ------------------------
<S> <C>
Insurance.................................... 4.99%
Banking & Financial Services................. 7.58
Paper & Packaging............................ 2.49
Automotive................................... 2.40
Telecommunications Services.................. 4.97
Energy....................................... 7.52
Technology................................... 22.50
Consumer Products............................ 10.04
Chemicals.................................... 4.96
Capital Goods................................ 10.18
Transportation............................... 2.52
Healthcare................................... 7.46
Cement....................................... 2.33
Media........................................ 7.52
Retail....................................... 2.54
</TABLE>
*As of Initial Date of Deposit; subject to future change.
COUNTRY CHARACTERISTICS. Issuers of the Trust Portfolio's Securities are
incorporated or based in various countries, as indicated below:
<TABLE>
<CAPTION>
APPROXIMATE PERCENTAGE OF
AGGREGATE MARKET VALUE OF
COUNTRY OF ISSUER TRUST PORTFOLIO*
- --------------------------------------------------------------- -------------------------
<S> <C>
United States.................................................. 57.85%
United Kingdom................................................. 10.03
Germany........................................................ 2.40
Switzerland.................................................... 2.33
France......................................................... 7.50
Japan.......................................................... 9.89
Australia...................................................... 2.50
Sweden......................................................... 2.52
Finland........................................................ 2.49
Netherlands.................................................... 2.50
</TABLE>
*As of Initial Date of Deposit; subject to future change.
vi
<PAGE>
The Trust contains a fixed portfolio consisting of the common stock of the
companies in the July 1999 update of the MSDW Research's Competitive Edge Best
Ideas list. Unlike the Trust Portfolio which is fixed, the Competitive Edge Best
Ideas listing is a managed compilation, subject to the review process described
above. The Best Ideas list is expected to change, and may substantially change,
during the life of the Trust.
See Part B for additional information about the Competitive Edge and Best
Ideas list.
RISK FACTORS: An investment in Units of the Trust should be made with an
understanding of the following risks associated with the Trust's fixed portfolio
of common stocks:
- The Trust assets will not be managed to take advantage of market
conditions to increase the Trust's net asset value.
- Common stocks will fluctuate in price and the price fluctuations may be
substantial.
- The Best Ideas list is expected to change, and may substantially change,
during the life of the Trust.
- After the Trust's Portfolio has been selected, MSDW Research may reduce
its investment opinion or earnings estimates with regard to one or more
Portfolio components, or remove them from the Best Ideas or Competitive
Edge lists; this may have a negative effect on the price of these
Securities.
- Stocks of foreign issuers may be subject to additional risks.
- Dividends may fluctuate or not be paid at any time.
There can be no assurance that the Trust's objective of capital appreciation
will be achieved. The Securities, and hence the Units, may be unsuitable for
investors depending on their specific investment objectives and financial
position. 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. Past performance is not a guarantee of future results. The price of,
and income from, the Securities and, therefore, the Units may rise or fall, so
that when you redeem or sell a Unit, it may be worth more or less than what you
paid for it.
There are risks inherent in an investment in common stocks, including risks
associated with the limited rights of holders of common stock to receive
payments from issuers of such stock. These 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.
Equity markets have been at historically high levels and we cannot assure that
these levels will continue.
Foreign Issuers: The Portfolio contains Securities of non-United States
issuers. Holding securities of non-United States companies may involve
investment risks that are different from those involved in holding securities of
domestic issuers, including:
- future political and economic developments,
- the possible imposition of withholding taxes and exchange controls or
other foreign governmental restrictions which might adversely affect the
payment of distributions on Securities in the Portfolio,
- less publicly available information about a foreign issuer, and
- foreign issuers may not generally be subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to domestic issuers.
Foreign securities markets, while growing in volume, have, for the most
part, substantially less volume than U.S. markets, and securities of many
foreign companies are less liquid and their prices more volatile than securities
of comparable domestic companies. Brokerage commissions and
vii
<PAGE>
other transaction costs on foreign securities exchanges are generally higher
than in the United States and there is generally less government supervision and
regulation of exchanges, brokers and issuers in foreign countries than there is
in the United States. Global and regional perceptions of foreign markets and
currency exchange rate fluctuations should also be considered since they may
adversely affect the value of the foreign Securities.
Additional Risk Factors. See also notes to "Schedule of Portfolio
Securities" and "The Trust--Risk Factors" in Part B.
ADDITIONAL UNITS: On and after the Initial Date of Deposit, the Sponsor
expects to deposit additional Securities and sell the additional Units created.
These deposits generally will reflect the Portfolio, in terms of stocks and
their proportionate number of shares, as of the Initial Date of Deposit. 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 and even
if a stock is removed from the Best Ideas list or does not continue to qualify
as a stock that would be included in the Best Ideas list if the criteria of the
Best Ideas list were applied on that later date. If a stock is added to the Best
Ideas list after the Initial Date of Deposit, it will not be included as a
Security in the Trust.
As the Sponsor creates Additional Units, all Units may represent more or
less of a particular Security, in terms of percentage of aggregate market value
of the portfolio. In addition, the brokerage fees incurred in purchasing
Securities with deposited cash will be borne by the Trust. Any Unit Holder who
purchased Units before the purchase of Securities with the deposited cash would
have his holdings diluted as a result of these brokerage fees.
DISTRIBUTION: The Trustee will distribute net income on each Distribution
Date to holders of record on the immediately preceding Record Date as set forth
on page i above. If Securities are sold and the sales proceeds are not used to
redeem Units, the sales proceeds will be distributed to Unit holders. Securities
may only be sold for limited reasons such as a material deterioration in the
financial condition of an issuer. 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. Unit
Holders can elect to reinvest their distributions automatically in units of a
New Series, if offered by the Sponsor. Units acquired through reinvestment upon
termination will be subject only to a deferred sales charge (see "Administration
of the Trust--Termination").
The Sponsor anticipates that dividends from the Securities will be
sufficient to:
- pay expenses of the Trust, and
- after paying expenses, to make the periodic net income distributions to
Unit Holders. This expectation is based on the last dividend actually paid
by the companies included in the Schedule of Portfolio Securities. (See:
"Expenses and Charges" and "Administration of the Trust--Distribution".)
PUBLIC OFFERING PRICE: The Public Offering Price per 100 Units is computed
after receipt of a purchase order on the basis of
- the total value of the underlying Securities, and
- cash held by the Trust.
The assets are reduced by Trust expenses and liabilities and then divided by
the number of Units outstanding times 100. A sales charge is then added. Further
details can be found on pages i and ii above, particularly footnote 3. (See
"Public Offering of Units--Public Offering Price".)
Unit Holders acquiring units in any future series through an exchange or
rollover of Units of this series will acquire those units subject only to the
Deferred Sales Charge. Investors desiring to invest in successive trusts at a
reduced sales charge must elect to do so prior to the termination of the
existing trust.
MARKET FOR UNITS: The Sponsor, although not obligated to do so, intends to
maintain a market for the Units. If this 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. The sale or
viii
<PAGE>
redemption price will be the then current Unit net asset value including
deduction for any remaining Deferred Sales Charge.
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 generally over a 14 business day period. Unit Holders may elect
to receive shares in-kind. Cash held upon this 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 October 31, 2000. The Trustee
will benefit from holding the cash because it can earn interest on it during
such period. During the life of the Trust, Securities will not be sold to take
advantage of market fluctuations.
The amount realized by a Unit Holder upon termination may be less than the
amount paid by the Unit Holder. Sale of Securities in the Trust during the
period before termination and upon termination may be at a lower price than
might otherwise be realized if the sale were not required at that time. (See:
"Administration of the Trust--Distribution".)
Because the Trust is not managed and the Securities can only be sold during
the Liquidation Period or under certain other limited circumstances described in
this Prospectus, 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 those Securities and hence the value of the
Units, thus reducing termination proceeds available to Unit Holders. To lessen
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 these procedures will
lessen negative price consequences or provide a better price for these
Securities. The Trust may terminate earlier than on the Mandatory Termination
Date if the value of the Trust is less than forty percent of the value of all of
the Securities at the time they are acquired by the Trust.
ix
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 99-3
We have audited the accompanying statement of financial condition of the
Morgan Stanley Dean Witter Select Equity Trust The Competitive Edge Best Ideas
Portfolio Series 99-3, including the schedule of portfolio securities, as of
July 22, 1999. This financial statement is the responsibility of the Trustee.
Our responsibility is to express an opinion on this financial statement 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of an irrevocable letter of credit for the purchase of securities,
as shown in the statement of financial condition as of July 22, 1999, by
correspondence with The Bank of New York, 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 financial statement referred to above presents fairly,
in all material respects, the financial position of the Morgan Stanley Dean
Witter Select Equity Trust The Competitive Edge Best Ideas Portfolio Series 99-3
as of July 22, 1999, in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
July 22, 1999
New York, New York
x
<PAGE>
STATEMENT OF FINANCIAL CONDITION
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 99-3
INITIAL DATE OF DEPOSIT, JULY 22, 1999
<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's Contracts to purchase underlying Securities
backed by an irrevocable letter of credit (a)(b)....... $245,926.15
-----------
Total................................................. $245,926.15
-----------
-----------
LIABILITIES AND INTEREST OF UNIT HOLDERS
Liabilities
Deferred portion of sales charge (c).................. $ 4,963.20
Organization Costs (b)................................ 615.44
-----------
Subtotal.............................................. 5,578.64
-----------
Interest of Unit Holders--
Units of fractional undivided interest outstanding:
Cost to investors (d)................................. 248,160.51
Less: Gross underwriting commissions (e).............. (7,197.56)
Less: Organization Costs (b).......................... (615.44)
-----------
Net amount applicable to investors...................... 240,347.51
-----------
Total................................................. $245,926.15
-----------
-----------
</TABLE>
xi
<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 based on the closing
sale price as of the Initial Date of Deposit. An irrevocable letter of
credit drawn on Republic National Bank of New York 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. Organization costs per unit have been
estimated based on a Trust with projected total assets of $50 million. If
the Trust is larger or smaller, the estimate may vary.
(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 October
29, 1999 through May 31, 2000. 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
May 31, 2000, 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".
(e) The maximum 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".
xii
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 99-3
ON INITIAL DATE OF DEPOSIT, JULY 22, 1999
<TABLE>
<CAPTION>
PROPORTIONATE PERCENTAGE OF
RELATIONSHIP AGGREGATE PRICE PER COST OF
PORTFOLIO NUMBER OF BETWEEN NO. OF MARKET VALUE OF SHARE TO SECURITIES
NO. NAME OF ISSUER SHARES SHARES TRUST TRUST TO TRUST (1)
- ---- --------------------------------------- --------- --------------- --------------- ------------ ------------
<C> <S> <C> <C> <C> <C> <C>
1. AXA-UAP 50 0.69% 2.48% $ 121.7638 $ 6,088.19
2. America Online, Inc. (2) 56 0.77 2.51 110.4375 6,184.50
3. American Express Co. 45 0.62 2.51 137.0000 6,165.00
4. American Home Products Corp. 118 1.62 2.50 52.1875 6,158.13
5. The Bank of New York Company, Inc. 165 2.26 2.55 37.9375 6,259.69
6. Bayerische Motorenwerke AG (BMW) 8 0.11 2.40 737.1013 5,896.81
7. British Telecommunications PLC 359 4.92 2.48 16.9871 6,098.38
8. Cisco Systems, Inc. (2) 101 1.39 2.51 61.1250 6,173.63
9. Clear Channel Communications, Inc. (2) 88 1.21 2.54 71.0625 6,253.50
10. Coca-Cola Enterprises, Inc. 220 3.02 2.51 28.0625 6,173.75
11. Groupe Danone 24 0.33 2.57 262.8750 6,309.00
12. Diageo PLC 609 8.35 2.46 9.9528 6,061.24
13. DuPont (E.I.), de Nemours & Co. 85 1.17 2.49 72.0000 6,120.00
14. EMC Corporation (2) 102 1.40 2.49 60.1250 6,132.75
15. Emerson Electric Co. 100 1.37 2.52 62.0000 6,200.00
16. FDX Corp. 134 1.84 2.52 46.2500 6,197.50
17. Fujitsu Ltd. 251 3.44 2.50 24.4604 6,139.57
18. General Electric Co. 55 0.75 2.57 114.8750 6,318.13
19. HSBC Holdings 514 7.05 2.53 12.1134 6,226.29
20. Halliburton 142 1.95 2.53 43.8125 6,221.38
21. Heineken N.V. 117 1.60 2.50 52.5750 6,151.28
22. Holderbank Financiere Glarus AG 5 0.07 2.33 1,144.8380 5,724.19
23. Intel Corp. 97 1.33 2.52 63.8750 6,195.88
24. Invensys 1,173 16.09 2.56 5.3610 6,288.47
25. Lucent Technologies Inc. 91 1.25 2.53 68.2500 6,210.75
26. MCI-Worldcom Inc. (2) 71 0.97 2.49 86.3125 6,128.19
27. Matsushita Electric Industrial Company 275 3.77 2.49 22.3021 6,133.09
28. Medtronic, Inc. 86 1.18 2.53 72.3750 6,224.25
29. Microsoft Corp. (2) 68 0.93 2.52 91.0625 6,192.25
30. News Corp. Ltd. 758 10.39 2.50 8.0950 6,136.01
31. Quintiles Transnational Corp. (2) 154 2.11 2.43 38.7500 5,967.50
32. Schlumberger Ltd. 102 1.40 2.53 61.0000 6,222.00
33. Shin-Etsu Chemical 175 2.40 2.47 34.7017 6,072.79
34. Skandia Forsakring 326 4.47 2.52 18.9752 6,185.92
35. Sony Corp. 51 0.70 2.43 117.2239 5,978.42
36. Time Warner Inc. 82 1.12 2.48 74.3125 6,093.63
37. TOTAL Fina 47 0.64 2.46 128.7036 6,049.07
38. Tyco International Ltd. 62 0.85 2.53 100.5000 6,231.00
39. UPM-Kymmene OY 188 2.58 2.49 32.5965 6,128.14
40. Wal-Mart Stores Inc. 138 1.89 2.54 45.1875 6,235.88
--------- ------------
7,292 $ 245,926.15
--------- ------------
--------- ------------
</TABLE>
- ------------------------------
(1) All Securities are represented entirely by contracts to purchase entered
into on July 22, 1999. Valuation of Securities by the Trustee was made on
the basis of the closing sale price on the exchange where the security is
listed, or on the last sale price if not listed, at the Evaluation Time, on
July 22, 1999. The aggregate purchase price to the Sponsor for the
Securities deposited in the Trust is $246,767.80. The Sponsor had a loss on
the Initial Date of Deposit of $841.65.
(2) These Securities currently do not pay a dividend.
xiii
<PAGE>
CONFLICTS OF INTEREST
The Sponsor and its affiliates 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 and may do so from time to time throughout the life of the
Trust. 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 or other instruments related to one or more of the
Securities, 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 their own account as an odd-lot dealer, market maker, block
positioner and/or arbitrageur in any of the Securities or related options or
other instruments related to one or more of the Securities. The Sponsor, its
affiliates, directors, elected officers, employees and employee benefits
programs may have either a long or short position in any Security or related
option.
xiv
<PAGE>
THE 40 STOCKS OF THE COMPETITIVE EDGE
"BEST IDEAS" PORTFOLIO--JULY 1999
<TABLE>
<S> <C>
AMERICA ONLINE, INC. (U.S.).... America Online is the leader in the rapidly growing consumer
market for Internet/Online services.
AMERICAN EXPRESS CO. (U.S.).... Global leader in consumer financial services; world's
largest travel agency and largest global issuer of charge
cards (based on charge volume).
AMERICAN HOME PRODUCTS CORP.
(U.S.)......................... A leading pharmaceuticals company which also has interests
in medical devices and agricultural products. Planned merger
with Monsanto has recently been canceled.
AXA-UAP (France)............... World's second-largest insurance company and asset manager.
BMW (Germany).................. Well-recognized premium producer of motor vehicles and
motorcycles.
THE BANK OF NEW YORK COMPANY,
INC. (U.S.).................... Provides a wide range of financial services to corporations
and individuals and is a leader in global operating
services.
BRITISH TELECOMMUNICATIONS PLC
(U.K.)......................... Provides long distance, international and mobile
communications services and also manages private networks.
The Company has a strong presence in Europe with 21
licenses, 20 equity-based ventures and 42 distribution
agreements with local operators.
CISCO SYSTEMS INC. (U.S.)...... Develops, manufactures, markets and supports multi-protocol
internetworking systems that enable customers to build
large-scale computer networks.
CLEAR CHANNEL COMMUNICATIONS
(U.S.)......................... The third largest U.S. radio broadcaster and largest global
outdoor advertising company as measured by revenues.
COCA-COLA ENTERPRISES INC.
(U.S.)......................... Largest bottler of Coca-Cola products in the world.
GROUPE DANONE (France)......... The leading food company in France and the fourth largest
food group in Europe. The company has a strong presence in
dairy products, health foods, snack foods and beverages.
DIAGEO PLC (U.K.).............. Result of merger between Grand Metropolitan PLC and Guinness
PLC; leading U.K.-based dealer in wine, spirits and food.
E.I. DUPONT DE NEMOURS & CO.
(U.S.)......................... Operates in six areas: chemical, fibers, polymers,
petroleum, life sciences and diversified business.
EMC CORP. (U.S.)............... The world's leading supplier of enterprise-oriented data
storage and retrieval technology. Demand is driven by
corporate efforts to consolidate and control data, Internet
commerce growth, and video- and audio-application growth.
</TABLE>
xv
<PAGE>
<TABLE>
<S> <C>
EMERSON ELECTRIC CO. (U.S.).... Diversified industrial manufacturer; businesses include:
process controls, industrial motors and drives, tools, HVAC
components, low-voltage electrical components and
equipment.
FDX CORP. (U.S.)............... Holding company of Federal Express Corp. Transports freight
packages and documents for overnight delivery throughout the
US, Canada, parts of Europe and Asia.
FUJITSU LTD. (Japan)........... A leading producer of computers, data-processing systems,
telecommunications, semiconductors and other advanced
electronic components.
GENERAL ELECTRIC CO. (U.S.).... A diversified company encompassing GE Capital, aircraft
engines, power generation, broadcasting, industrial
products, appliances and technical products.
HALLIBURTON CO. (U.S.)......... Products and services related to oil industry exploration
and production; also other engineering and construction
services; recently acquired Dresser Industries.
HEINEKEN N.V. (Netherlands).... Based in the Netherlands, this brewing company has been
extending its reach globally. In addition to Europe and the
U.S., company has developed a presence in Asian markets.
HOLDERBANK FINANCIERE GLARUS AG
(Switzerland).................. World's largest cement producer, with a presence in over 45
countries.
HSBC (U.K.).................... One of the major players in global/local banking, has
expanded operations from original base in Asia to North
America, U.K. and Europe.
INTEL CORP. (U.S.)............. Leading manufacturer of high-performance microprocessors for
the personal computer industry.
INVENSYS (U.K.)................ Formerly known as BTR Siebe PLC, this company is the result
of the February 1999 merger of engineering and industrial
equipment companies BTR and Siebe. BTR Siebe is now the
world's largest manufacturer of factory controls and
automation equipment and is also involved in automotive
products, power drives and control systems.
LUCENT TECHNOLOGIES (U.S.)..... Spun-off from AT&T in 1996, the company is one of the
world's leading designers, developers and manufacturers of
telecommunications equipment and software.
MCI WORLDCOM (U.S.)............ Formed through the merger of Worldcom and MCI
Communications, the fourth largest and second largest long
distance carriers in the U.S., respectively. Company moving
toward higher-growth, higher-margin segments such as
Internet and international markets.
</TABLE>
xvi
<PAGE>
<TABLE>
<S> <C>
MATSUSHITA ELECTRIC INDUSTRIAL
COMPANY (Japan)................ Produces electric and electronic products under the
Panasonic, National, Technics, Quasar, Victor and JVC trade
names. The Company has technical expertise in DVD, digital
AV technology, and copyright protection technology.
MEDTRONIC, INC. (U.S.)......... Leader in several of the most technologically sophisticated
segments of the medical supply market including cardiac
pacemakers and implantable defibrillators.
MICROSOFT CORP. (U.S.)......... Develops and markets PC software and operating systems;
market share leader in PC applications and development tools
NEWS CORP. LTD. (Australia).... Global media conglomerate is the world's largest newspaper
publisher, owns Fox TV, recently purchased L.A. Dodgers.
QUINTILES TRANSNATIONAL CORP.
(U.S.)......................... Leading provider of full service contract research, sales
and marketing services, and disease management to the
pharmaceutical, biotechnology and medical device
industries.
SCHLUMBERGER LTD. (U.S)........ Large provider of filtered services, management and systems
for electricity, water and natural gas.
SHIN-ETSU CHEMICAL (Japan)..... Among the world's leading producers of polyvinyl chloride
(PVC's), and the world's leading supplier of silicon wafers
and third-largest maker of silicon resins.
SKANDIA FORSAKRING (Sweden).... Provides life and non-life insurance, reinsurance,
investment management, and other financial services.
SONY CORP. (Japan)............. One of the world's foremost companies in consumer and
industrial electronics and entertainment.
TIME WARNER INC. (U.S.)........ Businesses include publishing, music and cable television
(e.g., Turner Cable Networks, HBO, WB Network, Warner Bros.
Studios and Music.)
TOTAL FINA (France)............ European oil and gas company featuring a widely diversified
exploration and production business and one of the world's
largest producers of liquefied natural gas.
TYCO INTERNATIONAL LTD.
(U.S.)......................... With more than 40 separate operations and locations in over
75 countries, its main business lines include electrical and
electronic components, fire and safety devices, disposable
and speciality products, and flow control devices.
UPM-KYMMENE OY (Finland)....... Paper producer characterized by low-cost production; has
strengthened its position by restructuring and acquisitions;
key product is magazine paper.
WAL-MART STORES (U.S.)......... Largest retailer in North America which is now expanding
into overseas markets. Makes significant use of information
technology in operating its businesses.
</TABLE>
xvii
<PAGE>
PROSPECTUS PART B
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
INTRODUCTION
Dean Witter Reynolds Inc. (the "Sponsor") and The Bank of New York (the
"Trustee") signed a Trust Indenture and Agreement and a related Reference Trust
Agreement that created this series of the Morgan Stanley Dean Witter Select
Equity Trust under the laws of the State of New York. Dean Witter Reynolds Inc.
is a principal operating subsidiary of Morgan Stanley Dean Witter & Co., a
publicly-held corporation.
THE TRUST
OBJECTIVE AND SECURITIES SELECTION
The objective of the Trust is to offer capital appreciation through an
investment for approximately one year in a fixed portfolio of publicly-traded
common stock. Income is not an objective.
The Trust's Securities* were chosen in the manner described in the "Summary
of Essential Information" in Part A. There is, of course, no guarantee that the
Trust will achieve its objective.
SUMMARY DESCRIPTION OF THE PORTFOLIO
The Trust consists of
(1) the Securities* listed under "Schedule of Portfolio Securities" as
may continue to be held in the Trust;
(2) any additional Securities and contributed cash that the Trust
acquires and holds pursuant to the provisions of the Indenture;
(3) undistributed income; and
(4) undistributed cash realized from the disposition of Securities. See:
"Administration of the Trust".
Because the Trust may sell certain Securities or reduce their percentage
under certain circumstances, and may acquire additional Securities from time to
time, the Trust is not expected to retain for any length of time its present
size and exact composition. See: "Unit Creation--Deposit of Securities" and
"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 increase the Trust's net asset value. Further, the
Trust may dispose of its Securities only under limited circumstances. See:
"Administration of the Trust--Portfolio Supervision".
The Trust contains an unmanaged, fixed portfolio of common stocks. The
Competitive Edge Best Ideas list represents the opinions of MSDW Research as of
the Stock Selection Date. The identity and proportionate relationship of the
Trust's Securities (in terms of number of shares) are not expected to change
over the Trust's life. The Competitive Edge list or the Best Ideas list,
however, may change during that time as a result of the annual or quarterly
reviews. After the date of this prospectus, therefore, the Portfolio of
- ------------------------
* The term "Securities" includes the initially deposited common stock, and any
additional common stock or contracts to purchase additional common stock,
subsequently acquired by the Trust pursuant to the Indenture and Agreement.
<PAGE>
the Trust may not exactly represent the Best Ideas list because of changes to
the Best Ideas list after the Trust's formation. A change in the Best Ideas list
will not cause the removal of Securities from or addition of new Securities to
the Trust's fixed Portfolio nor cause any adjustments or rebalancings to the
proportionate relationship of the Trust's Securities. After the Initial Date of
Deposit, any of the Securities may no longer be included in the Best Ideas list,
and therefore, would not have qualified for inclusion in the Trust, if the
selection process was being made at that later time. Nevertheless, these events
would not cause the removal of these Securities from the Trust's portfolio.
The Trust will generally continue to hold each Security and purchase
additional shares of any Security even though MSDW Research's opinion of the
Security may have changed or a Security may no longer satisfy the Trust's
selection criteria. In the ordinary course of business, MSDW Research generally
reviews the components of the Competitive Edge and Best Ideas lists. Subsequent
to the Stock Selection Date:
- MSDW Research may reduce its investment opinion, or reduce earning
estimates, with regard to one or more of the Securities in the Best Ideas
or Competitive Edge lists or even delete one or more Securities from such
lists, and
- the Securities may no longer meet the standard to qualify for inclusion in
the Trust due to market capitalization or daily trading volume criteria.
These events may have an adverse effect on the price of these Securities.
In preparing the Competitive Edge and Best Ideas lists, MSDW Research
focused on selecting specific companies that met the Competitive Edge criteria.
No effort was made to have the lists reflect any specified "allocations" of
companies by industry or sector.
The Trust is not an appropriate investment for those seeking high current
income or capital preservation. There is no assurance that the Trust will
declare or pay any distributions in the future.
Although the Trust has an expected life of approximately one year, 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. We cannot assure, 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.
ADDITIONAL INFORMATION ABOUT THE COMPETITIVE EDGE LIST AND BEST IDEAS LIST
MSDW Research plans to conduct an annual comprehensive review at each
year-end and three scheduled formal updates during the year on a quarterly
basis. The frequency of these review and updates may change. At the time of each
formal review, the entire universe of Competitive Edge companies are expected to
be reviewed, and changes may be made to the entire Competitive Edge list, as
well as to the Best Ideas subgroup. MSDW Research intends to make changes to the
Best Ideas list continually throughout the year. As always, MSDW Research
continues to reserve the right in its discretion to either remove or add a
company from the Competitive Edge or Best Ideas lists at any time or to
discontinue either or both lists.
The list of Best Ideas stocks has changed substantially during past updates,
and the list may so change during future updates. Since its inception in
October, 1996, the Best Ideas list has had an average change in companies of
between 4 and 6 at the time of each of the first 10 updates, which represent an
average quarterly turnover of approximately 16.5%. The amount of future changes
cannot be predicted. The initial update was conducted in April 1997 and
represented six months in which 11 companies were changed; subsequently, updates
have been conducted quarterly and changes made during a quarter with actual
changes ranging from 2 to 7 companies during a quarter.
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The Trust Portfolio, in contrast, is not managed. It is based on a longer
term strategy, taking the July 1999 update of the Competitive Edge--Best Ideas
list and holding these stocks for the life of the Trust. Regardless of any
future changes to the list, the identity and proportionate relationship of the
Portfolio's Securities is expected to remain the same as shown in "Portfolio of
Securities." Therefore, the performance of the Trust will vary from the
performance of the continually updated list.
The above criteria were applied to the Securities selected for inclusion in
the Trust Portfolio as of the Initial Date of Deposit. The Securities were
selected irrespective of any specific buy or sell recommendation by the Sponsor
or MSDW Research independent of the Competitive Edge concept, although as of the
selection date of the Securities, such Securities were recommended by the MSDW
Research group specifically for the Competitive Edge Best Ideas list. Morgan
Stanley & Co. Incorporated, of which MSDW Research is a department, is an
affiliate of the Sponsor.
RISK FACTORS
If you invest in Units of the Trust, you should understand the risks of an
investment in publicly-traded common stock. These risks include 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 of the Prospectus, as well as those set forth
below.
There is no assurance that the objective of the Trust will be met because
the Securities may rise or fall in value and pay dividends depending on the full
range of economic and market influences affecting:
- corporate profitability,
- the financial condition of issuers,
- the prices of equity securities in general, and
- the stocks that this Trust buys in particular.
The actual return of an investment in the Trust will vary from the
performance of the stocks in the Best Ideas list because the portfolio of the
Trust is fixed, while the stocks in the Best Ideas list may change, and Units of
the Trust are subject to a sales charge and Trust expenses.
Fluctuating Security Value
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 (1) the risk
that the financial condition of one or more of the issuers of the Securities may
worsen; or (2) 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. Investors base these
perceptions upon 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 conditions.
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The Sponsor cannot predict the direction or scope of any of these factors.
Additionally, stock markets have recently been at historically high levels and
we cannot give any assurance that these levels will continue. The Trust holds
stocks whose prices may rise and fall more than the prices of other stocks do.
We can give no assurance that the Trust will effectively achieve its
objective over its one-year life. We can likewise give no assurance 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.
Payment Risks
There are certain payment risks involved in owning common stocks. Risks
include those arising from the fact that the rights of holders of common and
preferred stocks to receive payments from the issuers of those stocks 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.
Holders of common stocks such as those in the Portfolio also have a right 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. This
rate is normally on a cumulative basis. Holders of preferred stocks do not
ordinarily participate in other amounts available for distribution by the
issuing corporation. Issuing corporations must pay cumulative preferred stock
dividends before common stock dividends.
Any cumulative preferred stock dividend omitted is added to future dividends
payable to the holders of such cumulative preferred stock. Preferred stocks also
have 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.
Therefore, they 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, will create prior claims for payment of principal and interest in the
case of debt securities. The issuance of preferred stock, as compared with
common stock, will create prior claims for payment of dividends and liquidation
preferences in the case of preferred stock. These prior claims could adversely
affect (1) the ability and inclination of the issuer to declare or pay dividends
on its common stock or (2) the rights of holders of common stock with respect to
assets of the issuer upon liquidation or bankruptcy. Further, common stocks lack
a fixed principal amount and a maturity date but have values which are subject
to market fluctuations for as long as the common stocks remain outstanding.
Common stocks are thus unlike debt securities which typically have a stated
principal amount payable at maturity. 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.
Foreign Issuers
Investment in Securities of foreign issuers involves investments risks that
are different in some respects from an investment in a trust that invests in
securities of domestic issuers. Those investment risks include future political
and economic developments and the possible establishment of exchange controls or
other governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities. In addition, for the
foreign issuers that are not subject to the reporting
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requirements of the Securities Exchange Act of 1934, there may be less publicly
available information than is available from a domestic issuer. Also, foreign
issuers are not necessarily subject to uniform accounting, auditing and
financial reporting standards, practices and requirements such as those
applicable to domestic issuers.
Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies, and are principally traded in foreign currencies. Therefore, there
is a risk that the United States dollar value of these Securities will vary with
fluctuations in the United States dollar foreign exchange rates for the relevant
currencies.
FOREIGN EXCHANGE RATES. Securities that are principally traded in foreign
currencies involve investment risks that are substantially different from an
investment in securities that are principally traded in United States dollars.
This is because the United States dollar value of the foreign Securities and of
the distributions from the Trust relating to the foreign Securities will vary
with fluctuations in the United States dollar foreign exchange rates for the
relevant currencies. Most foreign currencies have fluctuated widely in value
against the United States dollar for many reasons, including supply and demand
of the respective currency, the soundness of the world economy and the strength
of the respective economy as compared to the economies of the United States and
other countries.
The post-World War II international monetary system was, until 1973,
dominated by the Bretton Woods Treaty, which established a system of fixed
exchange rates and the convertibility of the United States dollar into gold
through foreign central banks. Starting in 1971, growing volatility in the
foreign exchange markets caused the United States to abandon gold convertibility
and to effect a small devaluation of the United States dollar. In 1973, the
system of fixed exchange rates between a number of the most important industrial
countries of the world, among them the United States and most Western European
countries, was completely abandoned. Subsequently, major industrialized
countries have adopted "floating" exchange rates, under which daily currency
valuations depend on supply and demand in a freely fluctuating international
market. Many smaller or developing countries have continued to "peg" their
currencies to the United States dollar although there has been some interest in
recent years in "pegging" currencies to "baskets" of other currencies or to a
Special Drawing Right administered by the International Monetary Fund.
Currencies are generally traded by leading international commercial banks and
institutional investors (including corporate treasurers, money managers, pension
funds and insurance companies). From time to time, central banks in a number of
countries also are major buyers and sellers of foreign currencies, mostly for
the purpose of preventing or reducing substantial exchange rate fluctuations.
Exchange rate fluctuations are partly dependent on a number of economic
factors including economic conditions within countries, the impact of actual and
proposed government policies on the value of the currencies, interest rate
differentials between the currencies, the balance of imports and exports of
goods and services and transfers of income and capital from one country to
another. These economic factors are influenced primarily by a particular
country's monetary and fiscal policies (although the perceived political
situation in a particular country may have an influence as well--particularly
with respect to transfers of capital). Investor psychology may also be an
important determinant of currency fluctuations in the short run. Moreover,
institutional investors trying to anticipate the future relative strength or
weakness of a particular currency may sometimes exercise considerable
speculative influence on currency exchange rates by purchasing or selling large
amounts of the same currency or currencies. However, over the long term, the
currency of a country with a low rate of inflation and a favorable balance of
trade should increase in value relative to the currency of a country with a high
rate of inflation and deficits in the balance of trade.
The Trustee will estimate current exchange rates for the relevant currencies
based on activity in the various currency exchange markets. However, since these
markets are volatile, depending on the activity at any particular time of the
large international commercial banks, various central banks, large multinational
corporations, speculators and other buyers and sellers of foreign
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currencies, and since actual foreign currency transactions may not be instantly
reported, the exchange rates estimated by the Trustee may not be indicative of
the amount in United States dollars the Trust would receive had the Trustee sold
any particular currency in the market.
The foreign exchange transactions of a Trust may be concluded by the Trustee
with foreign exchange dealers acting as principals either on a spot (I.E., cash)
buying basis or on a forward foreign exchange basis on the date a Trust is
entitled to receive the applicable foreign currency. These forward foreign
exchange transactions will generally be of as short a duration as practicable
and will generally settle on the date of receipt of the applicable foreign
currency involving specific receivables or payables of the Trust accruing in
connection with the purchase and sale of its Securities and income received on
the Securities or the sale and redemption of Units. These transactions are
accomplished by contracting to purchase or sell a specific currency at a future
date and price set at the time of the contract. The cost to the Trust of
engaging in these foreign currency transactions varies with such factors as the
currency involved, the length of the contract period and the market conditions
then prevailing. Since transactions in foreign currency exchange are usually
conducted on a principal basis, fees or commissions are not normally involved.
Although foreign exchange dealers trade on a net basis, they do realize a profit
based upon the difference between the price at which they are willing to buy a
particular currency (bid price) and the price at which they are willing to sell
the currency (offering price). The relevant exchange rate used for evaluations
of the Securities may include the cost of buying or selling, as the case may be,
of any forward foreign exchange contract in the relevant currency.
Exchange Controls
On the basis of the best information available to the Sponsor at the present
time none of the foreign Securities is subject to exchange control restrictions
under existing law which would materially interfere with payment to the Trust of
amounts due on the foreign Securities either because the particular
jurisdictions have not adopted any currency regulations of this type or because
the issues qualify for an exemption or the Trust, as an extraterritorial
investor, has qualified its purchase of the foreign Securities as exempt by
following applicable "validation" or similar regulatory or exemptive procedures.
However, there can be no assurance that exchange control regulations might not
be adopted in the future which might adversely affect payments to a Trust.
In addition, the adoption of exchange control regulations and other legal
restrictions could have an adverse impact on the marketability of foreign
Securities in the Portfolio and on the ability of the Trust to satisfy its
obligation to redeem Units tendered to the Trustee for redemption (see
"Redemption").
Liquidity
Foreign securities generally have not been registered under the Securities
Act of 1933 and may not be exempt from the registration requirements of the Act.
Sales of non-exempt Securities by a Trust in United States securities markets
are subject to severe restrictions and may not be practicable. Accordingly,
sales of these Securities by a Trust will generally be effected only in foreign
securities markets. Although the Sponsor does not believe that a Trust will
encounter obstacles in disposing of the Securities, investors should realize
that the Securities may be traded in foreign countries where the securities
markets are not as developed or efficient and may not be as liquid as those in
the United States. To the extent the liquidity of these markets becomes
impaired, however, the value of a Trust when responding to a substantial volume
of requests for redemption of Units (should redemptions be necessary despite the
market making activities of the Sponsor) received at or about the same time
could be adversely affected. This might occur, for example, as a result of
economic or political turmoil in a country in whose currency a Trust had a
substantial portion of its assets invested or should relations between the
United States and that foreign country deteriorate markedly.
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The value of the Securities in the Portfolio thus may fluctuate over the
entire life of the Trust to values higher or lower than those 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, the Trustee will not dispose of
Securities solely as a result of normal fluctuations in market value.
Possible Lack of Market
Whether or not investors trade the Securities on a national stock market,
the principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the Securities
may depend on whether dealers will make a market in the Securities.
We can give no assurance that (1) dealers will make a market for any of the
Securities, that (2) any market for the Securities will continue or that (3) the
Securities in any markets made will be liquid. In addition, the Trust may be
restricted under the Investment Company Act of 1940 from selling Securities to
the Sponsor and its affiliates. 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.
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 undergo difficulties 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.
Deferred Sales Charge
On each Deferred Sales Charge Payment Date, the Trust will sell Securities
pro rata in an amount equal to $2.50 per 100 Units to pay the Deferred Sales
Charge. The Trust will distribute the proceeds of sale to the Sponsor. As the
Trust sells Securities to pay the Deferred Sales Charge, the Trust's assets will
be reduced and income per Unit may be reduced.
Reimbursement Costs
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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UNIT CREATION--DEPOSIT OF SECURITIES
On the date that the Trust was created, 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 the
Securities. The Securities were deposited at prices equal to their market value
as determined by the Trustee. The Sponsor may also deposit cash or a letter of
credit and instruct the Trustee to purchase Securities. The Sponsor created the
Trust simultaneously with the deposit of the Securities with the Trustee and the
execution of the Indenture and the Reference Trust Agreement. The Trustee then
immediately recorded the Sponsor as owner of the Units comprising the entire
ownership of the Trust.
Through this 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 if they cannot be sold in the
secondary market which the Sponsor, although not obligated to, proposes to
maintain. A secondary market for Units is a market where Units are bought and
sold after their original issue. 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 by Unit Holder of Units for redemption. The
Trustee has not participated in the selection of Securities for the Trust.
Neither the Sponsor nor the Trustee nor any of their affiliates 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. You may find the original
proportionate relationships on the Initial Date of Deposit in the "Schedule of
Portfolio Securities". The original proportionate relationships are subject to
adjustment under certain limited circumstances. See: "Administration of the
Trust--Portfolio Supervision". Under the Indenture and Agreement, the Sponsor
can deposit additional Securities and contracts to purchase additional
Securities together with a letter of credit or cash. The Sponsor may then give
instructions to the Trustee to purchase additional Securities in order to create
additional Units. Any such additional deposits made in the 90 day period
following the creation of the Trust will consist of Securities of the same
issuers as those already in the Trust. These deposits 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. This prospectus may be used to
continuously offer additional Units for sale to the public.
Since the Sponsor deposits cash or a letter of credit in lieu of cash and
gives instructions to the Trustee to purchase additional Securities to create
Additional Units, 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. This is because the price of a Security fluctuates between the
time the cash is deposited and the time the cash is used to purchase the
Security.
The Trustee may hold any cash deposited with instructions to purchase
Securities in an interest bearing account. Any interest earned on such cash will
be the property of the Trust. Unit Holders will receive, as a distribution on
the earlier of (1) the first Distribution Date or (2) 90 days after the Initial
Date of Deposit:
- any cash deposited with instruction to purchase Securities that is not
used to purchase Securities, and
- any interest not used to pay Trust expenses.
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. To do so, the Trust may enter into
trades with unaffiliated broker/dealers for the purchase of large quantities of
shares. These trades will be entered into at an increased
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commission cost which the Trust will bear. See "Summary of Essential
Information". The Sponsor cannot currently predict the actual market impact of
the Sponsor's purchases of additional Securities because it does not know the
actual volume of Securities to be purchased and the supply and price of these
Securities.
After the 90 day period following the Initial Date of Deposit any deposit of
additional Securities and cash must replicate the portfolio exactly as it was
immediately prior to that deposit.
Units will be sold by the Sponsor 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 Sponsor will reject the
investor's order. The number of Units available may be insufficient to meet
demand. This may be 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. You will
be deemed to have placed a new order for that number of Units each day until
that order is accepted. The Sponsor will execute your order, when Units are
available, at the Public Offering Price next calculated after the Sponsor
accepts your continuing order. You will, of course, be able to revoke your
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.
The Sponsor will first fill orders received first. However, the Sponsor will
accept indications of interest prior to the effectiveness of the registration of
the offering of Trust Units which become orders upon effectiveness according to
the order in which the Sponsor receives the indications of interest.
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". Afterwards, if you redeem any Units, the
amount of Securities in the Trust will decline, and the fractional undivided
interest represented by each remaining Unit in the balance of the Trust will
increase. However, if the Trust issues Additional Units, the Securities in the
Trust will increase by amounts allocable to such Additional Units and the
fractional undivided interest in the Trust will fall. Units will remain
outstanding until you or any Unit Holder, including the Sponsor, redeem them
upon tender to the Trustee, or until the termination of the Trust on the terms
specified in the Indenture and Agreement. Only the Trustee can redeem Units. You
can tender your Units to the Trustee for redemption, sell them to the Sponsor if
the Sponsor is willing to buy the Units or hold them until the Trust terminates.
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. Income received by the Trust will be treated as income
of the Unit Holders in the manner set forth below.
Under the grantor trust rules of Sections 671-678 of the Internal Revenue
Code of 1986, as amended, each Unit Holder will be considered to be the owner of
a pro rata portion of each asset in the Trust. 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 Unit 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 reduced by the Deferred Sales Charge and
the charge for organizational expenses. The relevant tax reporting forms sent to
a Unit Holder will also
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reflect the actual amounts paid to him, which will be reduced by the Deferred
Sales Charge and the charge for organizational expenses. Accordingly, you should
not increase the total cost for your Units by the amount of the Deferred Sales
Charge and the charge for organizational expenses.
You as a Unit Holder will be considered to have received all of the
dividends paid on your pro rata portion of each Security when the Trust receives
these dividends including the portion of the dividend used to pay ongoing
expenses. The amount of the dividend payment from a foreign Security will be its
U.S. dollar value based on the exchange rate in effect on the date the dividend
payment is received by the Trust. In the case of a corporate Unit Holder,
dividends on U.S. Securities will qualify for the 70% dividends received
deduction for corporations to the same extent as if the corporate Unit Holder
held the dividend paying stock directly. Dividends considered to have been
received by a Unit Holder from foreign Securities will not qualify for the
dividends-received deduction for corporate Unit Holders because the
dividends-received deduction is generally only available for dividends received
from domestic corporations.
An individual Unit Holder who itemizes deductions will be entitled to an
itemized deduction for his pro rata share of fees and expenses paid by the Trust
as if he paid such fees and expenses directly. You are entitled to this
deduction only to the extent that this amount together with your other
miscellaneous deductions exceed 2% of your adjusted gross income. A corporate
Unit Holder will not be subject to this 2% floor.
U.S. Holders may be entitled to either a foreign tax credit or deduction for
foreign taxes withheld on dividends from foreign Securities, subject to
applicable limitations on such credit or deduction under the Code.
Under the position taken by the Internal Revenue Service in Revenue Ruling
90-7, a distribution by the Trustee to you or to your agent of your pro rata
share of the Securities in-kind upon redemption or termination of the Trust will
not be a taxable event to you. Your basis for Securities so distributed will be
equal to your basis for the same Securities, previously represented by your
Units, prior to such distribution. The holding period for such Securities will
include the period during which you held the Units. You will have a taxable gain
or loss, which will be a capital gain or loss except in the case of a dealer,
when you dispose 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. These tax laws will treat the
income of the Trust as the income of the Unit Holders.
In connection with the In-kind Rollover Option set forth under
"Termination--In-Kind Rollover Option", you will not be taxed upon the receipt
in-kind from the Terminating Trust and the deposit in the New Trust of the
Duplicated Stocks. Your basis in such Duplicated Stocks will be your basis in
these Duplicated Stocks prior to the distribution from the Terminating Trust.
The holding period of these Duplicated Stocks will include the period during
which you held the Units. To the extent the Agent sells Securities received
in-kind on your behalf, you will have a taxable gain or loss, which will be a
capital gain or loss except in the case of a dealer. Your basis in
non-Duplicated Stocks will equal the purchase price paid by the Agent.
The amount of the proceeds received by the Distribution Agent or by the
Trustee upon the sale of an underlying Security will be the U.S. dollar value of
the proceeds based on the exchange rate in effect on the date of disposition. If
the proceeds that the Distribution Agent or the Trustee receives upon the sale
of an underlying Security exceed your adjusted tax cost allocable to the
Security disposed of, you will realize a taxable gain to the extent of that
excess. Conversely, if the proceeds that the Distribution Agent or the Trustee
receives upon the sale of an underlying Security are less than your adjusted tax
cost allocable to the Security disposed of, you will realize a loss for tax
purposes to the extent of that difference. However, if the Trustee reinvests
proceeds in a New Series in connection with an exchange or non In-Kind Rollover,
the Internal Revenue Service may not allow that loss for the underlying
Securities in each which are substantially identical or if the purchase of units
of the New Series takes place less than thirty-one days after the sale of the
underlying Security.
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Under the Federal Tax Code, capital gain of individuals, estates and trusts
from Securities held for more than one year is subject to a maximum nominal tax
rate of 20%. That 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 to you for those Securities
which you have held for less than a year and a day at the time of sale. This
includes sales occasioned by mandatory or early termination of the Trust or the
exchange or rollover of Units.
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 reduce the after-tax return to investors who can take advantage of the
deduction.
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 U.S. source dividend distributions.
You should consult your tax advisor about how the above general information
applies to your own situation.
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. If you are contemplating establishing a qualified retirement plan or IRA
or investing funds of such a plan or IRA in Trust Units, you should consult your
tax advisor about the tax consequences of any action.
Forms and arrangements for establishing qualified retirement plans and IRAs
are available from:
- the Sponsor
- other brokerage firms
- other financial institutions
- 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.
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE
The Public Offering Price of the Units is calculated on each business day by
the following formula: the aggregate market value of the Portfolio Securities
and other Trust assets, as determined by the Trustee, next computed after
receipt of a purchase order is reduced by Trust liabilities and then divided by
the number of Units outstanding. The Units outstanding may be split to create
greater or fewer units (a reverse split). The sales charge shown in "Summary of
Essential Information" is added to the net asset value per Unit. The Sponsor may
add to the Public Offering Price commissions and any other transactional costs,
if any, in connection with the deposit of additional Securities or contracts to
purchase additional Securities for the creation of Additional Units.
After the Initial Date of Deposit, the Sponsor will add to the Public
Offering Price 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
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to be distributed to Unit Holders on a Distribution Date and money required to
redeem tendered Units. The Income Account is an account maintained by the
Trustee of the Trust to hold the income from the Securities received by the
Trust. In the event a stock is trading ex-dividend at the time of deposit of
additional Securities, the Sponsor will add to the Public Offering Price an
amount equal to the dividend that would be received if such stock were to
receive a dividend. 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
- the amount of Trust 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. These costs include:
- the cost of the preparation of documents relating to the Trust,
- federal and state registration fees
- the initial fees and expenses of the Trustee
- legal expenses
- any other out-of-pocket expenses.
The Sponsor will receive the estimated organization costs as of the close of
the initial offering period.
As more fully described in the Indenture, the Trustee determines the
aggregate market value of the Securities based on closing prices on the day it
makes the valuation as described under "Redemption--Computation of Redemption
Price". If there are no reported prices, the Trustee takes into account the same
factors referred to under "Redemption--Computation of Redemption Price".
Determinations are effective for transactions effected after the last preceding
determination.
SALES CHARGES
The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. To compute the Initial Sales Charge, deduct the Deferred Sales Charge of
$20.00 per 100 Units from the total sales charge. The Initial Sales Charge that
a Unit Holder pays may be more or less than the Initial Sales Charge on the
Initial Date of Deposit because of the fluctuation of the value of the
Securities from that on the Initial Date of Deposit. The Deferred Sales Charge
will initially be $20.00 per 100 Units but will decline 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 shown on the Summary of Essential Information. The Deferred Sales Charge
will be paid with money acquired through the sale of Securities on each DSC
Payment Date or distribution of cash available for payment. To the extent that
the entire Deferred Sales Charge relating to your Units has not been paid at the
time of repurchase, redemption or exchange of the Units, we will deduct any
unpaid amount from the sale, redemption or exchange proceeds or in calculating
an in kind distribution.
For purchases of Units with a value of $25,000 or more, we will reduce the
Initial Sales Charge 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
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Deferred Sales Charge on those Units. If you acquire Units of the Trust in an
exchange of units of a different unit investment trust sponsored by the Sponsor
you will not have to pay an initial sales charge at the time of the exchange.
However, these acquired Units will be subject to the Deferred Sales Charge.
PUBLIC DISTRIBUTION
The Sponsor directly and through dealers will distribute to the public, at
the Public Offering Price determined as provided above, Units issued on the
Initial Date of Deposit and Additional Units issued in connection with
additional deposits of Securities. They may offer to the public unsold Units or
Units acquired by the Sponsor in the secondary market referred to below, 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. The Sponsor will sell Units to dealers
during the initial offering period 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 according to distribution arrangements with
certain banks and/or other entities. These banks and entities are subject to
regulation by the Office of the Comptroller of the Currency or by other bank
regulatory authorities and 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 that these customers pay is retained
by or remitted to these banks or entities in an amount equal to the amount
customarily received by an agent for acting in this capacity in connection with
the purchase of Units. The Glass-Steagall Act prohibits banks from underwriting
certain securities, including Units of the Trust. This Act, however, does permit
certain agency transactions. 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 register 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, the Sponsor presently intends to maintain, at
its expense, a secondary market for Units of this series of the Morgan Stanley
Dean Witter Select Equity Trust. The Sponsor also presently intends to
continuously offer to repurchase Units from Unit Holders at the Sponsor's
Repurchase Price. The Sponsor computes the Repurchase Price by adding:
- the aggregate value of the Securities in the Trust, and
- 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 the Sponsor deposited to purchase Securities or cash held in the
Reserve Account
- less expenses of the Trust, (includes Trustee fee, Sponsor fee, counsel's
expenses and taxes, if any), and
- less any remaining unpaid portion of the Deferred Sales Charge, and
- less cash held for distribution to Unit Holders of record as of a date on
or prior to the evaluation
and then dividing the result 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. The only sales charge incurred when a
Unit Holder sells Units back to the Sponsor is the payment of the unpaid portion
of the Deferred Sales Charge. The Sponsor may reoffer to the public any Units
repurchased by the Sponsor at the Sponsor's Repurchase Price. The reoffering
price will be the then-current Public Offering Price. The Sponsor will bear any
profit or loss resulting from the resale of these Units.
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The Sponsor may temporarily or permanently discontinue the repurchase of
Units of this series at the Sponsor's Repurchase Price if the supply of Units
exceeds demand or for any other business reason. In this 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. This profit or loss represents the
difference between the cost of the Securities to the Sponsor and the cost of the
Securities to the Trust. For a description of this profit or loss and the amount
of this 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 the
Sponsor receives. If the Sponsor receives cash from the Unit Holders before the
settlement date for purchase of Units or before the payment for Securities upon
their delivery, the Sponsor may use the cash in the Sponsor's business and may
benefit from the use of the cash.
The Sponsor may also realize profits or sustain losses while maintaining a
secondary market in the Units. These profits or losses are the amount of any
difference between the prices at which the Sponsor buys Units and the prices,
including a sales charge, at which the Sponsor resells these Units or the prices
at which the Sponsor redeems these 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. The Sponsor
may also discontinue the discount altogether.
The sales charge of 2.90% of the Public Offering Price will decline as shown
on 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 decline as shown on 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 $1,000.00 per 100 units:
<TABLE>
<CAPTION>
SALES CHARGE
----------------------------------------------
PERCENT OF
PERCENT OF THE AMOUNT INVESTED
PUBLIC OFFERING PRICE IN SECURITIES
---------------------- ---------------------
<S> <C> <C>
Less than $25,000....................... 2.90% 2.926%
$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 2.018
$1,000,000 or more...................... 1.00 1.009
</TABLE>
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 above. 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.
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Units held in the name of your spouse or in the name of your child under age
21 are deemed for the purposes of the volume discount to be registered in your
name. 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
You may redeem one or more of your Units 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. You may
tender 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 you tender your 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, you will be entitled to receive cash per Unit equal to the Redemption
Price per Unit. The Trustee will determine the Redemption Price as of the
Evaluation Time on the date of tender. The Evaluation Time is the close of the
market, generally 4:00 p.m. New York Time.
The "date of tender" is the date on which the Trustee receives Units.
However, for 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. These Units
will be deemed to have been tendered to the Trustee on that 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 that presentation.
REDEMPTION PROCEDURES
In connection with each redemption the Sponsor will direct the Trustee to
redeem Units in accordance with the procedures set forth in either (1) or (2)
below.
(1) The Trustee will redeem Units solely in cash for any one Unit Holder
tendering less than 25,000 Units. If you request redemption of at least 25,000
Units, the Sponsor may determine, at its discretion, to direct the Trustee to
redeem Units "in-kind" by distributing Portfolio Securities to you. 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. If you redeem Units "in-kind" you will
receive an amount and value of Trust Securities per Unit equal to the Redemption
Price Per Unit as determined at the Evaluation Time next following the tender as
set forth in this Prospectus under "Computation of Redemption Price" below. The
Trustee will hold the distribution "in-kind" for redemption of Units for your
account, and for disposition in accordance with your instructions. You will be
entitled to receive (1) whole shares of each of the underlying Portfolio
Securities, plus (2) cash equal to your pro rata share of the cash balance of
the Income and Principal Accounts and (3) cash from the Principal Account equal
to the fractional shares to which you are entitled. The Trustee, in connection
with implementing the redemption "in-kind" procedures outlined above, may make
any adjustments necessary to reflect differences between (1) the Redemption
Price of Units and (2) 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 you, the Trustee may
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sell Securities in the Trust Portfolio in the manner discussed below. If you
receive redemption distributions of Securities "in-kind" you may incur brokerage
costs and odd-lot charges in converting those Securities 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 your interest in the
Income Account will 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, will be drawn from the Principal Account to
the extent that funds are available for that purpose. The Agreement authorizes
the Trustee to sell Securities in order to provide funds for redemption. To the
extent Securities are sold, the size of the Trust will decline. These 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
you receive may be more or less than the purchase price you originally paid. The
price difference will depend 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 these sales may exceed
the amount necessary for payment of Units redeemed. These excess proceeds will
be distributed pro rata to all remaining Unit Holders of record on the next
following Record Date.
The Sponsor will supply to the Trustee a list of Securities to sell for
purposes of redeeming Units. If the Sponsor does not instruct the Trustee, the
Trustee will select the Securities to sell so as to maintain, as closely as
practicable, the proportionate relationship between the number of shares of each
Security in the Trust.
(2) The Trustee will redeem Units in-kind by an in-kind distribution to The
Bank of New York as the Distribution Agent. You 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 to Unit Holders will take the form of
whole shares of Securities. The Distribution Agent will distribute cash in lieu
of fractional shares. The whole shares, fractional shares and cash distributed
to the Distribution Agent will total an amount equal to the Redemption Price per
Unit.
The Distribution Agent shall hold distributions in-kind upon the redemption
of Units. You shall be deemed to have designated the Distribution Agent as your
agent upon purchase of a Unit, for your account, and for disposition in
accordance with your instructions 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 as possible afterwards. The
Distribution Agent shall then remit to you, within seven calendar days, the net
proceeds of the sale, after deducting any brokerage commissions and transfer
taxes on the sale. However, you may request 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 you request distribution in-kind and tender more than 25,000 Units,
the Distribution Agent shall sell any portion of the In-Kind Distribution
represented by fractional interests in shares. The Distribution Agent shall then
distribute (1) the net cash proceeds plus (2) any other distributable cash to
you together with (3) certificates or book-entry credit to your account at the
Sponsor of each of the whole shares of 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.
The portion of the Redemption Price which represents your 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, will be withdrawn from the Principal Account
to the extent that funds are available for that 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
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a time when Securities would not otherwise be sold and might result in lower
prices than might otherwise be realized. The Redemption Price you receive may be
more or less than the purchase price you originally paid, 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:
- semiannually, on the last Business Day of each of the months of June and
December,
- on the day on which you tender any Unit of the Trust for redemption,
unless you tender after the Evaluation Time on such day. In this case
Tender shall be considered to have been made on the next day on which the
New York Stock Exchange is open for trading.
- on any other Business Day desired by the Sponsor or the Trustee.
I. To determine the Trust Evaluation per Unit, add:
(1) The aggregate value of Securities in the Trust, as the Trustee
determines;
(2) 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;
(3) All other assets of the Trust;
II. Then deduct from the resulting figure:
(1) amounts representing any applicable taxes or governmental charges
payable by the Trust for the purpose of making an addition to the reserve
account,
(2) amounts representing estimated accrued fees and expenses of the Trust,
including legal and auditing expenses,
(3) amounts representing unpaid fees of the Trustee, the Sponsor and
counsel,
(4) any remaining unpaid portion of the Deferred Sales Charge, and
(5) cash held to redeem tendered Units and for distribution to Unit Holders
of record as of the Business Day prior to the Evaluation on the days or dates
set forth above;
III. Divide the result of the above computation by the total number of Units
outstanding on the date of this 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 estimated costs of liquidating the Securities to meet the
redemption.
The Trustee shall determine the aggregate value of the Securities in good
faith in the following manner:
- If the Securities are listed on one or more national securities exchanges,
the Trustee shall base its valuation on the closing price on the exchange
which is the principal market for those Securities. The exchange shall be
the New York Stock Exchange if the Securities are listed there, unless the
Trustee deems that price inappropriate as a basis for valuation.
- If the Securities are not listed, or, if listed and their principal market
is a different exchange or there is no closing price on that exchange, the
Trustee shall base its valuation on the closing price in the
over-the-counter market, unless the Trustee deems that price inappropriate
as a basis for valuation.
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If there is no closing price, the Trustee shall use any of the following
methods which it deems appropriate:
- on the basis of current bid prices of the Securities obtained from
investment dealers or brokers, including the Sponsor, who customarily deal
in securities comparable to those held by the Trust, or
- if bid prices are not available for any of the Securities, on the basis of
bid prices for comparable securities, or
- by appraisal of the value of the Securities on the bid side of the market
or by another appraisal method which the Trustee deems appropriate, or
- by any combination of the above.
POSTPONEMENT OF REDEMPTION
Your right of redemption may be suspended and the payment of the Redemption
Price per Unit to you may be postponed for more than seven calendar days
following a tender of Units for redemption
- for any period during which the New York Stock Exchange, Inc. is closed,
other than for customary weekend and holiday closings, or
- 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
- for any other periods that 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 suspension or postponement of
this kind.
EXCHANGE OPTION
Unit Holders of any Morgan Stanley Dean Witter Select Trust or any holders
of units of any other unit investment trust 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,
called the "Exchange Trusts".
An exchange of this kind is implemented by a sale of Units and a purchase of
the units of an Exchange Trust. You may acquire these units at prices based on
reduced sales charges per unit. The purpose of this reduced sales charge is to
permit the Sponsor to pass on the cost savings resulting from this exchange to
the Holder who wishes to exchange units. The cost savings result from reductions
in time and expense related to advice, financial planning and operational
expense required for the Exchange Option.
Each Exchange Trust has different investment objectives. You should read the
Prospectus for the applicable Exchange Trust carefully to determine the
investment objective before you exercise this option.
This option will be available provided that (1) the Sponsor maintains a
secondary market in units of the applicable Exchange Trust and (2) units of the
applicable Exchange Trust are available for sale and are lawfully qualified for
sale in the state in which you are a resident. While the Sponsor presently
intends to maintain a secondary market for the units of Exchange Trusts, there
is no obligation on its part to do so. Therefore, we do not promise that a
market for units will in fact exist on any given date in which you wish to sell
or exchange Units, and we do not promise that the Exchange Option will be
available to any Unit Holder. The Sponsor
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<PAGE>
reserves the right to modify, suspend or terminate this option. The Sponsor will
give sixty days notice before the date of the termination of or a material
amendment to the Exchange Option. However, the Sponsor will not have to give
notice in certain circumstances approved by the Securities and Exchange
Commission. In the event the Exchange Option is not available to you at the time
you wish to exercise that option, we will immediately notify you and we will not
take any action with respect to your tendered Units without further instruction
from you.
You may make exchanges in whole units only. We will return any excess
proceeds from the surrender of your Units. Alternatively, you may make up any
difference between (1) the amount representing the Units being submitted for
exchange and (2) the amount representing the units being acquired up to the next
highest number of whole units. The full value of the Units, including any
make-up amount, will be subject to a sales charge.
An exchange of Units pursuant to the Exchange Option will constitute a
"taxable event" under the Code. You will recognize a gain or loss at the time of
exchange. However, if you exchange 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 that
exchange. The IRS may seek to disallow the loss to the extent that (1) the
underlying securities in each Trust are substantially identical and (2) 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 disallowance of
losses for tax purposes, you may notify the Sponsor that you wish to purchase
units of the Exchange Trust on the thirty-first day after the day of the sale of
the Units exchanged. The Sponsor will deposit the proceeds of the Units
surrendered in your brokerage account with the Sponsor. You may withdraw the
proceeds at any time. You may use cash from the account 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. You may revoke the
order to purchase by calling your financial advisor at any time before the
purchase on the thirty-first day.
The Sponsor will purchase units at a price based upon the value of the Trust
per unit plus the applicable sales charge of 2.0%. However, we do not promise
that a market for units will exist on that 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.
The Sponsor will sell these units based on the value of the Trust per unit 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 the Sponsor does
not hold units in its inventory on the thirty-first day or if the Sponsor does
not create additional units or is unable to acquire units in the secondary
market, the Sponsor will not purchase units of the Exchange Trust and the cash
will remain in your account. If you exchange Units of one Trust for units of
another Trust, you should consult your tax advisor regarding the extent to which
that exchange results in the recognition of a loss for Federal and/or state or
local income tax purposes.
To exercise the Exchange Option, you should notify the Sponsor of your
desire to acquire units of one or more of the Exchange Trusts. Upon the exchange
of Units of the Trust, we will deduct any Deferred Sales Charge balance from the
exchange proceeds. If units of the applicable outstanding series of the Exchange
Trust are available for sale at that time, you may select the series or group of
series for which the Units are to be exchanged. You 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. Units will be repurchased at a price based
upon the aggregate bid side evaluation per Unit of the Securities in the
Portfolio. We will sell units of the Exchange Trust to you 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
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- 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 that Trust will be the Deferred
Sales Charge of that Trust. The Deferred Sales Charge 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-, an
automatic investment program. You may participate in Direct Invest by completing
the Direct Invest plan application. According to the program, you 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 Bank of New York will credit to your account the number of Units
purchased, including fractional Units.
The Sponsor intends, although under no obligation, to offer a new series of
the Trust every three month period. As each new series is created, Units of each
new series will automatically be purchased under the Direct Invest program,
subject to the applicable sales charge for such series as disclosed in the
prospectus for the series. The Sponsor will send a prospectus for each new
series to you if you participate in the program.
You are also eligible to elect to invest the distributions receivable from
units of a trust about to terminate in units of a subsequent Trust. For you to
be eligible, we must offer the units 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 will be subject only to the deferred sales
charge. The terms of the New Series which will be substantially the same as the
terms of the terminating trust. We will automatically reinvest distributions
during the life of a Trust with respect to Units purchased through Direct
Invest, including Units acquired through the rollover of such Units, in
additional Units of such Trust, including fractional Units. Reinvestments will
be subject only to any remaining portions of the Deferred Sales Charge.
At any time, you may terminate the automatic bank debit of the Direct Invest
program by so notifying The Bank of New York or your account executive. The
Sponsor may terminate or change the program 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. You should consult a tax
advisor for the tax implications of:
- participating in Direct Invest
- investing in Trusts
- reinvesting distributions and investing proceeds in a Subsequent Trust.
See: "Tax Status of the Trust". The Trust will bear certain costs relating
to the Direct Invest program. All Unit Holders thus will indirectly bear these
costs.
REINVESTMENT PROGRAM
You may elect to automatically reinvest the distributions with respect to
your Units 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. You may
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participate in the Trust's reinvestment program by filing a written notice of
election with the Trustee. The Trustee must receive your completed notice of
election to participate in the Program at least ten days prior to the Record
Date applicable to any distribution in order for the Program to be in effect for
that distribution. You may modify or revoke elections on similar notice.
The Trustee will use these distributions, to the extent reinvested in the
Trust, at the direction of the Sponsor in one or both of the following manners:
(1) The Trustee may use the distributions to purchase Units of this Series
of the Trust in the Sponsor's inventory. The purchase price payable by the
Trustee for each of these 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 Trustee will issue or credit the Units purchased to the
accounts of Unit Holders participating in the Program.
(2) If there are no Units in the Sponsor's inventory, the Sponsor may
purchase additional Securities for deposit into the Trust as described above in
Part B. The Sponsor will deposit the additional Securities with any necessary
cash with the Trustee in exchange for new Units. The Trustee may then use the
distributions to purchase the new Units from the Sponsor. The price for these
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 purchased by the Trustee
will be issued or credited to the accounts of Unit Holders who participate in
the Program. The Sponsor may terminate the Program if it does not have
sufficient Units in its inventory or if it is no longer 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 created at the applicable price,
there remains a portion of the distribution which is not sufficient to purchase
a full Unit at that price, the Trustee will distribute that amount to Unit
Holders. The Trust will bear the cost of administering the reinvestment program.
Thus all Unit Holders will indirectly bear that cost.
RIGHTS OF UNIT HOLDERS
UNIT HOLDERS
A Unit Holder is deemed to be a beneficiary of the Trust created by the
Indenture and Agreement. A Unit Holder is vested with all right, title and
interest in that Trust. As a Unit Holder, you may tender your Units to the
Trustee for redemption at any time.
You are required to hold your Units in uncertificated form. The Trustee will
credit your account with the number of Units you hold. Units are transferable
only on the records of the Trustee upon presentation of evidence satisfactory to
the Trustee for each transfer. Any sums payable for taxes or other governmental
charges imposed upon these transactions must be paid by you and you must comply
with the formalities necessary to redeem Units.
CERTAIN LIMITATIONS
The death or incapacity of any Unit Holder will not operate to terminate the
Trust. Death or incapacity will not entitle your legal representatives or heirs
to claim an accounting or to take any other action or proceeding in any court
for a partition or winding up of the Trust.
Neither you nor any other 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. The only time you will have that
right is upon the vote of 51% of the Units outstanding at any time for purposes
of amendment, or termination of the Trust or
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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 that
the Trustee or Sponsor takes. You 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. The Trustee will vote these
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
The Summary of Essential Information in Part A lists the estimated annual
Trust expenses. If actual expenses exceed the estimated amounts, the Trust will
bear the excess.
ORGANIZATION COSTS
You and the other Unit Holders will bear all or a portion of the
organization costs and charges incurred in connection with the establishment of
the Trust. These costs and charges will include:
- 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
- legal and auditing expenses.
The Sponsor will pay advertising and selling expenses 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. 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 those
services in that 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".
The Trust bears certain regular expenses of the Trust, including certain mailing
and printing expenses.
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 these fees may increase without your approval or the approval of
the other Unit Holders in proportion to increases under the classification "All
Services Less Rent" in the 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.
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OTHER CHARGES
The Trust does or may incur the following additional charges as more fully
described in the Indenture and Agreement:
- fees of the Trustee for extraordinary services
- expenses of the Trustee, including legal and auditing expenses, and of
counsel that the Sponsor designated
- various governmental charges
- expenses and costs of any action the Trustee takes to protect the Trust
and the rights and interests of you and the other Unit Holders
- indemnification of the Trustee for any loss, liability or expenses it
incurred in the administration of the Trust without gross negligence, bad
faith, wilful malfeasance or wilful misconduct on its part or reckless
disregard of its obligations and duties
- 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
- expenditures incurred in contacting Unit Holders upon termination of the
Trust, and
- brokerage commissions or charges incurred in connection with the purchase
or sale of Securities.
PAYMENT
The fees and expenses set forth in this Prospectus are payable out of the
Trust. When the Trustee pays them or when they are owed to the Trustee, they 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 those amounts. To
the extent that the Trustee sells Securities, the size of the Trust will decline
and the proportions of the types of Securities may change. These sales might be
required at a time when Securities would not otherwise be sold. These sales
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 these sales may exceed the amount necessary for the payment of these
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 101 Barclay Street, New York, New York
10286. Unit Holders may inspect these records and accounts 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 the Depository Trust
Company. These services would include safekeeping of the Securities,
coupon-clipping, computer book-entry transfer and institutional delivery
services.
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DISTRIBUTION
The Record Dates and the Distribution Dates are set forth in Part A of this
prospectus. See "Summary of Essential Information." The distributions will be an
amount equal to:
the Unit Holder's pro rata portion of the amount of dividend income received
by the Trust plus
- proceeds of the sale of Portfolio Securities, including capital gains, not
used for the redemption of Units, if any, less
- the Trustee's fees and expenses and less the Sponsor's portfolio
supervision fees.
Distributions for the account of beneficial owners of Units registered in
"street name" that the Sponsor holds will be made to the investment account of
such beneficial owners maintained with the Sponsor. Whenever regulatory or tax
purposes require or whenever the Sponsor directs, the Trustee may make special
distributions on special distribution dates to Unit Holders of record on special
record dates that the Trustee declares.
The Trustee credits dividends payable to the Trust as a holder of record of
its Securities to an Income Account, as of the date on which the Trust is
entitled to receive those dividends. The Trustee credits to a Principal Account
other receipts, including (1) return of investment and gain and (2) 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. The Trust will distribute the above distributions to each Unit Holder
as of a Record Date on the next following Distribution Date or shortly
thereafter.
The Trustee will hold proceeds it receives from the disposition of any of
the Securities which are not used for redemption of Units in the Principal
Account until it distributes those proceeds on the Distribution Date following
their receipt. The Trustee does not need to make a distribution from the
Principal Account if its balance is less than $1.00 per 100 Units outstanding.
The Trustee may create a Reserve Account by withdrawing from the Income or
Principal Accounts, from time to time, amounts it deems necessary to establish a
reserve for any taxes or other governmental charges that may be payable out of
the Trust. Funds the Trustee holds in the various accounts created under the
Indenture are non-interest bearing to Unit Holders. The Trustee receives the
benefit of holding these funds which are interest-bearing to it.
On each Deferred Sales Charge Payment Date the Trustee will sell Securities
pro rata in an amount equal to $2.50 per 100 Units. The Trustee will use the
money it obtains to pay the Deferred Sales Charge and will distribute the
proceeds to the Sponsor.
The Trustee will follow a policy of placing securities acquisition or
disposition transactions with a broker or dealer only if it expects to obtain
favorable prices and executions of orders. The Trustee generally makes
transactions in Securities held in the Trust in brokerage transactions, as
distinguished from principal transactions. In connection with the brokerage
transactions, the Sponsor may act as broker and receive commissions if the
Trustee expects to obtain the most favorable prices and execution. In placing
Securities transactions, the Trustee will not consider statistical and research
information furnished to it by any of the securities dealers through which the
Trustee executes transactions.
PORTFOLIO SUPERVISION
The Trustee will adjust the original proportionate relationship between the
number of shares of each Security in the Trust to reflect:
- the occurrence of a stock dividend
- a stock split
- a merger
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- a 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 that issuer at the time of that
event.
If the Trust receives the securities of another issuer as the result of (1)
a merger or reorganization, (2) a spin-off, (3) a split-off or (4) a split-up of
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 subsequent
deposits.
The Sponsor or the Trustee does not "manage" the Portfolio of the Trust.
Only the provisions of the Indenture and Agreement govern their activities
described below. 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 these 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 those
deposited in order to create additional Units, is prohibited. The Indenture
authorizes the Sponsor 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. The Sponsor will select these instruments, which will include only
(1) negotiable certificates of deposit or (2) 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. However, the Trust may hold certificates of deposit or time deposits of
smaller domestic banks provided the deposit does not exceed the insurance
coverage on the instrument, which currently is $100,000. Also, the Trust's
aggregate holding of certificates of deposit or time deposits that the Trustee
issued may not exceed the insurance coverage of these obligations. U.S. Treasury
notes or bills, which the Trust shall hold until their maturity, must mature
prior to the earlier of the next following Distribution Date or 90 days after
receipt. The Trust shall distribute the principal and interest of each Treasury
note or bill, to the extent that interest is not used to pay Trust expenses, on
the earlier of the 90th day after receipt or the next following Distribution
Date.
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 any other reviews and procedures as it deems necessary in order for it
to give the consents and directions, including directions as to voting on the
underlying Securities, that the Indenture and Agreement require. The Sponsor
shall receive the portfolio supervisory fee referred to under "Summary of
Essential Information" for (1) performing the administrative services in making
those recommendations and (2) giving those consents and directions, and (3)
making the reviews called for.
VOTING OF THE PORTFOLIO SECURITIES
The Indenture and Agreement states that the Trustee will exercise voting
rights with respect to the Portfolio Securities and Replacement Securities, if
any, in accordance with the Indenture or the directions that the Sponsor gives.
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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. The statement shall express proceeds 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 that calendar year was a Unit Holder of record a
statement setting forth:
1. As to the Income and Principal Account:
- the amount of income received on the Securities;
- the amount paid for redemption of Units;
- the deductions for applicable taxes or other governmental charges, if any,
and fees and expenses of the Sponsor, the Trustee and counsel;
- the deductions of portions of the Deferred Sales Charge;
- the amounts distributed from the Income Account;
- any other amount credited or deducted from the Income Account; and
- the net amount remaining after those payments and deductions expressed
both as a total dollar amount and as a dollar amount per Unit outstanding
on the last business day of that calendar year.
2. The following information:
- a list of the Securities as of the last business day of that calendar
year;
- the number of Units outstanding as of the last business day of that
calendar year;
- the Unit Value (as defined in the Agreement) based on the last Evaluation
made during that calendar year; and
- the amounts actually distributed during that 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
those distributions.
AMENDMENT
The Trustee and the Sponsor or their respective successors may amend the
Indenture and Agreement from time to time without the consent of any of the Unit
Holders
- to cure any ambiguity or to correct or supplement any provision contained
in the Indenture and Agreement which may be defective or inconsistent with
any other provision contained therein;
- to change any provision in the Indenture and Agreement as the Securities
and Exchange Commission or any successor governmental agency exercising
similar authority may require; or
- to make another provision in regard to matters or questions arising in the
Indenture and Agreement as shall not adversely affect the interest of the
Unit Holders.
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The parties to the Indenture and Agreement may also amend that document from
time to time or they may waive the performance of any of the provisions of 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, if the
express written consent of Holders of Units evidencing 51% of the Units at the
time outstanding under the Indenture and Agreement is obtained. No party,
however, may amend the Indenture and Agreement, or waive may any provision
thereof, so as to (1) increase the number of Units issuable in respect of the
Trust above the aggregate number specified in Part 2 of the Agreement or any
lesser amount that 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 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 that 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 acquired afterwards, the Trustee will, if the Sponsor directs 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 final distributions according to their
Election Instructions. Final distributions are the Unit Holders pro rata
distributions realized from the sale of Portfolio Securities plus any other
Trust assets, less Trust expenses. 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 your Units in
units of a subsequent new series of the Morgan Stanley Dean Witter Select Equity
Trust (the "New Series") as the Sponsor designates if the New Series is offered
at that time (the "Rollover Option"). Unit Holders who do not tender properly
completed Election Instructions to the Trustee will be considered to have
elected a cash distribution.
CASH OR "IN-KIND" DISTRIBUTIONS. Unit Holders who hold Units at termination
will receive distributions from their Units in cash. Unitholders may, however,
indicate to the Trustee that they wish to receive termination distributions
"in-kind". To do so, return to the Trustee properly completed Election
Instructions that the Trustee distributed to Unit Holders of record 45 days
prior to the Termination Date. You do not need any minimum number of Units to
elect an in-kind distribution. The Trustee will duly honor any election
instructions that it receives on or before the In-Kind Distribution Date. You
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 you are entitled. If you receive distributions of Securities "in-kind",
you may incur brokerage and odd-lot costs in converting these Securities into
cash. The Trustee will transfer the Securities to be delivered in kind to your
account and for disposition in accordance with your instructions.
NON IN-KIND ROLLOVER OPTION. You may elect to invest the distributions
attributable to your Units in units of a New Series subject only to the deferred
sales charge on the units of the New Series. We expect that the terms of the New
Series will be substantially the same as the terms of the Trust described in
this Prospectus. We also expect that similar options to invest in a subsequent
series of the Trust will be exercisable for 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. We will treat your
election to exercise this option as an indication of interest only. At any time
prior to your purchase of units of a New Series, you may change your investment
strategy and receive, in cash, the proceeds of the sale of the Securities.
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IN-KIND ROLLOVER OPTION. The Sponsor may offer Unit Holders the ability to
"roll over" their Units of the Trust for Units of a subsequent series as set
forth below. If this feature is offered, the following structure will be
implemented for those 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 this alternative for any reason. If the
Sponsor determines to offer this alternative, it will notify Unit Holders, who
will then notify the Sponsor whether they wish to participate. This rollover
will occur at least 30 days before the scheduled termination of the Terminating
Trust.
If you wish to reinvest your interests in Units of the Trust in units of a
newly created series of Morgan Stanley Dean Witter Select Equity Trust, The
Competitive Edge Best Ideas Portfolio Series, you may do so by so advising your
account executive. This 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 Bank of New York will act as agent on your behalf in connection with the
creation of a unit of the New Trust. The Agent will deposit the number and types
of securities constituting a unit of the New Trust in kind in the New Trust.
Certain stocks contained in the Terminating Trust are likely to be included in
the portfolio of the New Trust. A Unit Holder in the Terminating Trust who
elects to receive his interest in such Terminating Trust in kind and who wishes
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 have the authorization to receive your in-kind
distribution from the Terminating Trust and to assemble and deposit, on your
behalf, the package of stocks needed to make up a unit in the New Trust. This
assembly and deposit would include an in-kind contribution to the New Trust of
an appropriate amount of your interest in Duplicated Stocks. The Agent would
sell securities distributed in-kind from the Terminating Trust not required to
make up a unit in the New Trust. The Agent would utilize the cash proceeds of
each sale to purchase the stocks, other than the Duplicated Stocks, necessary to
constitute a unit of the New Trust. The proceeds of these sales will be reduced
and the cost of these purchases will increase by any applicable brokerage
commissions. If additional cash is necessary to purchase stocks, you would pay
that cash to the Agent. You would receive any cash not used to make up a unit in
the New Trust. The Agent will sell fractional interests received from the
Terminating Trust. The Agent will use the cash proceeds of that sale to purchase
securities for deposit in the New Trust. If the Agent does not use the proceeds
for those purposes, the Agent will distribute them to you. 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. If you acquire
units pursuant to an in-kind deposit into a New Trust from a Terminating Trust,
you will not be subject to an Initial Sales Charge on these units. You will be
subject only to a Deferred Sales Charge.
We will also offer the ability to purchase Units of the New Trust by the
deposit of securities in-kind to persons who were not Unit Holders in a
Terminating Trust. Any such person may contribute whole shares in-kind to a New
Trust. He will be required to pay the Initial Sales Charge to the Sponsor in
connection with the in-kind purchase of Units. These Units will be subject to a
Deferred Sales Charge.
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. The Indenture 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". The Trustee will deposit proceeds of these
sales into the Trust. The Trustee will hold those proceeds in a non-interest
bearing account to Unit Holders until distributed, and the Trustee will receive
benefit from such proceeds. The sales of Portfolio Securities may tend to
depress the market prices for these 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
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can be no assurance, however, that these procedures will effectively mitigate
any adverse price consequences of heavy volume trading or that these 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.
After (1) deducting brokerage charges and costs incurred in connection with
the sale of Securities and any fees and expenses of the Trust and (2) paying
into the Reserve Account any amount required for taxes or other governmental
charges that may be payable by the Trust, the Trustee will distribute to each
Unit Holder after due notice of the termination of the Trust, the Unit Holders
pro rata share of 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 it such sale were not required at that time. For this reason, among
others, the amount you may realize upon termination may be less than the amount
you paid for Units.
The Division of Investment Management of the SEC believes 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 without an
exemptive order. The Sponsor has obtained an exemptive order under Section 11(c)
which it believes permits it to offer the rollover. There can be no assurance
that the SEC will concur with the Sponsor's position. 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 apparently properly executed
documents or
- for the disposition of cash or Securities in the Trust.
The Trustee is not liable or responsible in any way for depreciation or loss as
a result of the Trustee's disposition of any Securities. However, the Trustee is
liable for wilful misfeasance, bad faith or gross negligence in the performance
of its duties. The Trustee is also liable if it recklessly disregards 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. In that case, the Trustee shall not be liable for any action taken by
it in good faith. The Trustee will not be personally liable for any taxes or
other governmental charges imposed upon the Trust or in respect of the
Securities or dividends. 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 (1) gross or extreme
negligence, (2) bad faith, (3) wilful misconduct, (4) wilful misfeasance or (5)
reckless disregard of its duties and obligations under the Agreement on its
part.
The Trustee or any successor may resign by executing an instrument in
writing, filing the instrument with the Sponsor and mailing a copy of that
notice of resignation to all Unit Holders then of record. Upon receiving that
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 if
public authorities take over its affairs, or if the Sponsor determines to remove
the Trustee for any reason, either with or without cause, 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 the Sponsor has not appointed a successor
or, if appointed, it 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.
29
<PAGE>
REGARDING THE SPONSOR
The Sponsor will 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. Likewise, the Sponsor will not be liable or responsible in any way
for depreciation or loss resulting from the disposition of any Security. The
Sponsor will, however, be liable for (1) its own wilful misfeasance, (2) wilful
misconduct, (3) bad faith, (4) gross negligence or (5) reckless disregard of its
duties and obligations under the Agreement.
If at any time the Sponsor (1) resigns under the Agreement or (2) fails or
is incapable of performing its duties under the Agreement or (3) becomes
bankrupt or (4) has its affairs taken over by public authorities, the Agreement
directs the Trustee to act. The Trustee will either (1) appoint a successor
Sponsor or Sponsors at rates of compensation that the Trustee finds reasonable
and which does not exceed 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 of
these actions.
MISCELLANEOUS
SPONSOR
Dean Witter Reynolds Inc. is a principal operating subsidiary of Morgan
Stanley Dean Witter & 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 Morgan Stanley Dean Witter & Co. 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 currently services its
clients through a network of more than 350 domestic and international
offices with approximately 11,000 financial advisors servicing individual
and institutional client accounts.
TRUSTEE
The Trustee is The Bank of New York. It is a New York bank with its
principal executive office located at 101 Barclay Street, New York, New York
10286. The Trustee is organized under the laws of the State of New York, is a
member of the New York Clearing House Association and is subject to supervision
and examination 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. Unit Holders should direct inquiries regarding distributions,
address changes and other matters relating to the administration of the Trust to
the Trustee at Unit Investment Trust Division, P.O. Box 974, Wall Street
Station, New York, New York 10268-0974.
30
<PAGE>
LEGAL OPINIONS
Cahill Gordon & Reindel, a partnership including a professional corporation,
80 Pine Street, New York, New York 10005, as special counsel for the Sponsor has
passed upon the legality of the Units offered by this Prospectus.
AUDITORS
Deloitte & Touche LLP, certified public accountants, has audited the
Statement of Financial Condition of this series of the Morgan Stanley Dean
Witter Select Equity Trust included in this Prospectus. Deloitte & Touche LLP
has provided a report as set forth in this Prospectus. The Statement is included
in reliance upon that report given upon the authority of that firm as experts in
accounting and auditing.
PERFORMANCE INFORMATION
Information on the performance of the Trust, one or more Competitive Edge
Best Ideas Portfolio series and the Competitive Edge Best Ideas Stocks 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. Actual average annualized returns may also be shown for consecutive
series of the same Competitive Edge Best Ideas Portfolio cycle. Information on
the performance of the Competitive Edge Best Ideas Stocks contained in this
Prospectus, as further updated, may also be included from time to time in such
material. Performance of individual Competitive Edge Best Ideas Stocks
Portfolios may also be shown along with performance of the other Competitive
Edge Best Ideas Stocks Portfolios for comparable (though not necessarily
identical) periods and on a combined basis. Total return is computed by dividing
share price changes plus dividends reinvested at the end of each year by initial
share prices, but does not reflect commissions, taxes or Portfolio sales charges
or expenses, which would decrease the return. Actual average annualized return
figures of a Portfolio would reflect deduction of the maximum sales charge.
Material reflecting annual performance of a hypothetical investment in the
Competitive Edge Best Ideas Stocks may not reflect commissions, taxes, sales
charges or expenses. No provision is made for any income taxes payable. Past
performance cannot guarantee future results.
31
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT
WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS NOT CONTAINED IN THIS DOCUMENT. THE REGISTRATION
STATEMENT FOR THE TRUST AND ITS EXHIBITS, WHICH HAVE BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 AND THE
INVESTMENT COMPANY ACT OF 1940, CONTAIN INFORMATION THAT IS NOT CONTAINED IN
THIS PROSPECTUS. THIS PROSPECTUS DOES 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.......................................... x
Statement of Financial Condition...................................... xi
Schedule of Portfolio Securities...................................... xiii
PART B
Introduction.......................................................... 1
The Trust............................................................. 1
Objectives and Securities Selection............................... 1
Summary Description of the Portfolio.............................. 1
Risk Factors...................................................... 3
Reimbursement Costs...............................................
Unit Creation--Deposit of Securities.................................. 8
Tax Status of the Trust............................................... 9
Retirement Plans...................................................... 11
Public Offering of Units.............................................. 11
Public Offering Price............................................. 11
Public Distribution............................................... 13
Secondary Market.................................................. 13
Profit of Sponsor................................................. 14
Volume Discount................................................... 14
Redemption............................................................ 15
Right of Redemption............................................... 15
Redemption Procedures............................................. 15
Computation of Redemption Price................................... 17
Postponement of Redemption........................................ 18
Exchange Option....................................................... 18
Direct Invest......................................................... 20
Reinvestment Program.................................................. 20
Rights of Unit Holders................................................ 21
Unit Holders...................................................... 21
Certain Limitations............................................... 21
Expenses and Charges.................................................. 22
Organization Costs................................................ 22
Trust Fees and Expenses........................................... 22
Other Charges..................................................... 23
Payment........................................................... 23
Administration of the Trust........................................... 23
Records and Accounts.............................................. 23
Distribution...................................................... 24
Portfolio Supervision............................................. 24
Voting of the Portfolio Securities................................ 25
Reports to Unit Holders........................................... 26
Amendment......................................................... 26
Termination....................................................... 27
Resignation, Removal and Liability.................................... 29
Regarding the Trustee............................................. 29
Regarding the Sponsor............................................. 30
Miscellaneous......................................................... 30
Sponsor........................................................... 30
Trustee........................................................... 30
Legal Opinions........................................................ 31
Auditors.............................................................. 31
Performance Information............................................... 31
</TABLE>
37701
MORGAN STANLEY DEAN WITTER
[LOGO] UNIT INVESTMENT TRUST
SELECT EQUITY TRUSTS
- ----------------------------------------
THE COMPETITIVE EDGE
BEST IDEAS PORTFOLIO SERIES 99-3
- ------------------------------
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 the Trust. In such cases, Investors
should note that:
The information in this prospectus is not complete and may be changed. 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 Ex-
hibit 5)
. Deloitte & Touche LLP
<PAGE>
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 Septem-
ber 30, 1993, as amended.
*EX-4.15 Amendment to Exhibit 4.1, dated December 30,
1997.
**EX-4.2 Reference Trust Agreement dated July 22, 1999.
**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-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 Rule
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 to exhibit 4.15 of Dean Witter
Select Equity Trust, Select 10 Industrial Portfolio Series
98-1, Registration no. 333-41785.
** 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
<PAGE>
Investment Trust, Insured Long Term Series 33 and Long
Term Municipal Portfolio Series 106, Registration numbers
33-38086 and 33-37629, respectively.
<PAGE>
SIGNATURES
The Registrant, Morgan Stanley Dean Witter Select Eq-
uity Trust, The Competitive Edge Best Ideas Portfolio Series
99-3, hereby identifies the Dean Witter Select Equity Trust,
Morgan Stanley Dean Witter Competitive Edge Best Ideas October
1997 and the Morgan Stanley Dean Witter Select Equity Trust,
Morgan Stanley High-Technology 35 Index Trust, Series 1 for
purposes of the representations required by Rule 487 and repre-
sents 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 qual-
ity from those deposited in such previous series;
2) That, except to the extent necessary to identify the
specific portfolio securities deposited in, and to
provide essential financial information for, the se-
ries with respect to the securities of which this
registration statement is being filed, this registra-
tion statement does not contain disclosures that dif-
fer in any material respect from those contained in
the registration 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 Securi-
ties Act of 1933.
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, the registrant, Morgan Stanley Dean Witter Select Equity
Trust, The Competitive Edge Best Ideas Portfolio Series 99-3,
has duly caused this Amendment No. 1 to the Registration State-
ment 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 22nd day of July, 1999.
MORGAN STANLEY DEAN WITTER SELECT
EQUITY TRUST, THE COMPETITIVE EDGE
BEST IDEAS PORTFOLIO SERIES 99-3
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
/s/Thomas Hines
--------------------------
Thomas Hines
Authorized Signatory
<PAGE>
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 Deposi-
tor, by the following person in the following capacities and by
the following persons who constitute a majority of the Deposi-
tor's Board of Directors in the City of New York, and State of
New York, on this 22nd day of July, 1999.
<TABLE>
<CAPTION>
Name Office
- ---- ------
<S> <C>
Philip J. Purcell Chairman & Chief )
Executive Officer )
and Director )
Bruce F. Alonso Director
Richard M. DeMartini Director
Raymond J. Drop Director
James F. Higgins Director
Mitchell M. Merin Director
Stephen R. Miller Director
Thomas C. Schneider Director
</TABLE>
By: /s/Thomas Hines
--------------------
Thomas Hines
Attorney-in-fact*
____________________
* Executed copies of the Powers of Attorney of the Board
Members 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
Select Equity, Select 10 Industrial Portfolio 97-1, File
No. 333-16839, Amendment No. 1 to the Registration State-
ment on Form S-6 for Dean Witter Select Equity Trust, Se-
lect 10 Industrial Portfolio 96-4, File No. 333-10499, the
Registration Statement on Form S-6 for Dean Witter Select
Equity Trust, Select 10 International Series 95-1, File
No. 33-56389, and Post-Effective Amendment No. 1 to Form
S-6 for Morgan Stanley Dean Witter Select Equity Trust,
Select 10 Industrial Portfolio 99-4, File No. 333-79905.
<PAGE>
Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
<TABLE>
<CAPTION>
Exhibit No. Title of Document
- ----------- -----------------
<S> <C>
****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
September 30, 1993 as amended.
*EX-4.15 Amendment to Exhibit 4.1, dated Decem-
ber 30, 1997.
**EX-4.2 Reference Trust Agreement dated July
22, 1999.
**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 ma-
jority of the Board of Directors of
Dean Witter Reynolds Inc.
EX-99 Information as to Officers and Direc-
tors of Dean Witter Reynolds Inc. is
incorporated by reference to Schedules
A and D of Form BD filed by Dean Wit-
ter Reynolds Inc. pursuant to Rule
15b1-1 and 15b3-1 under the Securities
Exchange Act of 1934 (1934 Act File
No. 8-14172).
</TABLE>
_________________________
* 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, Selected Opportunities Series 18,
Registration No. 33-50105 and to exhibit 4.15 of Dean Wit-
<PAGE>
ter Select Equity Trust, Select 10 Industrial Portfolio
Series 98-1, Registration no. 333-41785.
** 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.
<PAGE>
Exhibit 4.2
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 99-3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated July 22, 1999
between DEAN WITTER REYNOLDS INC., as Depositor, and The Bank
of New York, as Trustee, sets forth certain provisions in full
and incorporates other provisions by reference to the document
entitled "Dean Witter Select Equity Trust, Trust Indenture and
Agreement" (the "Basic Agreement") dated September 30, 1993, as
amended. Such provisions as are incorporated by reference con-
stitute 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 in-
strument except that the Basic Agreement is hereby amended as
follows:
A. The first sentence of Section 2.01 is amended to
add the following language at the end of such sentence:
"and/or cash (or a letter of credit in lieu of cash) with
instructions to the Trustee to purchase one or more of
such Securities which cash (or cash in an amount equal to
the face amount of the letter of credit), to the extent
not used by the Trustee to purchase such Securities within
the 90-day period following the first deposit of Securi-
ties in the Trust, shall be distributed to Unit Holders on
the Distribution Date next following such 90-day period or
such earlier date as the Depositor and the Trustee deter-
mine".
<PAGE>
-2-
B. Section 2.03 is amended to add the following to
the end of the first paragraph thereof. The number of
Units may be increased through a split of the Units or de-
creased through a reverse split thereof, as directed by
the Depositor, which revised number of Units shall be re-
corded by Trustee on its books.
C. The first sentence of Section 2.06 is amended to
add the following language after "Securities"))": "and/or
cash (or a letter of credit in lieu of cash) with instruc-
tions to the Trustee to purchase one or more Additional
Securities which cash (or cash in an amount equal to the
face amount of the letter of credit), to the extent not
used by the Trustee to purchase such Additional Securities
within the 90-day period following the first deposit of
Securities in the Trust, shall be distributed to Unit
Holders on the Distribution Date next following such 90-
day period or such earlier date as the Depositor and the
Trustee determine".
D. Article III, entitled "Administration of Trust",
Section 3.01 Initial Cost shall be amended as follows:
Section 3.01 Initial Cost shall be amended to substi-
tute the following language:
SECTION 3.01. INITIAL COST The costs of organ-
izing the Trust and sale of the Trust Units shall, to
the extent of the expenses reimbursable to the De-
positor provided below, be borne by the Unit Holders,
PROVIDED, HOWEVER, 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 Sec-
tion 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 Prospectus or, if no Account is therein speci-
fied, from the Principal Account, and pay to the De-
positor the Depositor's reimbursable expenses of or-
ganizing 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-
<PAGE>
-3-
rected by the Depositor, sell Securities identified
by the Depositor, or distribute to the Depositor Se-
curities having a value, as determined under
Section 4.01 as of the date of distribution, suffi-
cient for such reimbursement. The reimbursement pro-
vided 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 Depositor's reimbursable expenses of
organizing the Trust and sale of the Trust Units
shall include the cost of the initial preparation and
typesetting of the registration statement, prospec-
tuses (including preliminary prospectuses), the in-
denture, and other documents 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 Trus-
tee, and legal and other out-of-pocket expenses re-
lated thereto, but not including the expenses in-
curred in the printing of preliminary prospectuses
and prospectuses, expenses incurred in the prepara-
tion 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
Depositor otherwise directs, used for payment of re-
demptions in excess of the per-Unit amount allocable
to Units tendered for redemption.
E. The third paragraph of Section 3.05 is hereby
amended to add the following sentence after the first sen-
tence thereof: "Depositor may direct the Trustee to in-
vest the proceeds of any sale of Securities not required
for the redemption of Units in eligible money market in-
struments selected by the Depositor 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 depos-
its of smaller domestic banks may be held provided the de-
posit does not exceed the insurance coverage on the in-
strument (which currently is $100,000), and provided fur-
ther that the Trust's aggregate holding of certificates of
deposit or time deposits issued by the Trustee may not ex-
<PAGE>
-4-
ceed the insurance coverage of such obligations and U.S.
Treasury notes or bills (which shall be held until the ma-
turity thereof) each of which matures prior to the ear-
lier 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 ex-
penses) to be distributed on the earlier of the 90th day
after receipt or the next following Distribution Date."
F. The first sentence of each of Sections 3.10,
3.11 and 3.12 is amended to insert the following language
at the beginning of such sentence, "Except as otherwise
provided in Section 3.13,".
G. The following new Section 3.13 is added
Section 3.13. EXTRAORDINARY EVENT-SECURITY RE-
TENTION AND VOTING. In the event the Trustee is no-
tified of any action to be taken or proposed to be
taken by holders of the securities held by the Trust
in connection with any proposed merger, reorganiza-
tion, spin-off, split-off or split-up by the issuer
of stock or securities held in the Trust, the Trustee
shall take such action or refrain from taking any ac-
tion, as appropriate, so as to insure that the secu-
rities are voted as closely as possible in the same
manner and in the same general proportion as are the
securities held by owners other than the Trust. If
stock or securities are received by the Trustee, with
or without cash, as a result of any merger, reorgani-
zation, spin-off, split-off or split-up by the issuer
of stock or securities held in the Trust, the Trustee
at the direction of the Depositor may retain such
stock or securities in the Trust. Neither the De-
positor nor the Trustee shall be liable to any person
for any action or failure to take action with respect
to this section.
H. Section 1.01 is amended to add the following
definition: (9) "Deferred Sales Charge" shall mean any
deferred sales charge payable in accordance with the pro-
visions of Section 3.14 hereof, as set forth in the pro-
spectus for a Trust. Definitions following this defini-
tion (9) shall be renumbered.
I. Section 3.05 is hereby amended to add the fol-
lowing paragraph after the end thereof: On each Deferred
Sales Charge payment date set forth in the prospectus for
<PAGE>
-5-
a Trust, the Trustee shall pay the account created pursu-
ant to Section 3.14 the amount of the Deferred Sales
Charge payable on each such date as stated in the prospec-
tus for a Trust. Such amount shall be withdrawn from the
Principal Account from the amounts therein designated for
such purpose.
J. Section 3.06B(3) shall be amended by adding the
following: "and any Deferred Sales Charge paid".
K. Section 3.08 shall be amended by adding the fol-
lowing at the end thereof: "In order to pay the Deferred
Sales Charge, the Trustee shall sell or liquidate an
amount of Securities at such time and from time to time
and in such manner as the Depositor shall direct such that
the proceeds of such sale or liquidation shall equal the
amount required to be paid to the Depositor pursuant to
the Deferred Sales Charge program as set forth in the pro-
spectus for a Trust.
L. Section 3.14 shall be added as follows:
Section 3.14. Deferred Sales Charge. If the
prospectus for a Trust specifies a Deferred Sales
Charge, the Trustee shall, on the dates specified in
and as permitted by the prospectus, withdraw from the
Income Account if such account is designated in the
prospectus as the source of the payments of the De-
ferred Sales Charge, or to the extent funds are not
available in that account or if such account is not
so designated, from the Principal Account, an amount
per Unit specified in the prospectus and credit such
amount to a special, non-Trust account maintained at
the Trustee out of which the Deferred Sales Charge
will be distributed to the Depositor. If the Income
Account is not designated as the source of the De-
ferred Sales Charge payment or if the balances in the
Income and Principal Accounts are insufficient to
make any such withdrawal, the Trustee shall, as di-
rected by the Depositor, either advance funds, if so
agreed to by the Trustee, in an amount equal to the
proposed withdrawal and be entitled to reimbursement
of such advance upon the deposit of additional monies
in the Income Account or the Principal Account, sell
Securities and credit the proceeds thereof to such
special Depositor's account or credit Securities in
kind to such special Depositor's Account. Such di-
rections shall identify the Securities, if any, to be
<PAGE>
-6-
sold or distributed in kind and shall contain, if the
Trustee is directed by the Depositor to sell a Secu-
rity, instructions as to execution of such sales. If
a Unit Holder redeems Units prior to full payment of
the Deferred Sales Charge, the Trustee shall, if so
provided in the prospectus, on the Redemption Date,
withhold from the Redemption Price payment to such
Unit Holder an amount equal to the unpaid portion of
the Deferred Sales Charge and distribute such amount
to such special Depositor's account or, if the De-
positor shall purchase such Unit pursuant to the
terms of Section 5.02 hereof, the Depositor shall pay
the Redemption Price for such Unit less the unpaid
portion of the Deferred Sales Charge. The Depositor
may at any time instruct the Trustee to distribute to
the Depositor cash or Securities previously credited
to the special Depositor's account.
M. The Distribution Agency Agreement is amended to
be applicable to the Morgan Stanley Dean Witter Select Eq-
uity Trust, The Competitive Edge Best Ideas Portfolio se-
ries.
N. Reference to "Dean Witter Select Equity Trust"
is replaced by "Morgan Stanley Dean Witter Select Equity
Trust".
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, The Competitive Edge Best Ideas
Portfolio Series 99-3 (the "Best Ideas 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.
<PAGE>
-7-
D. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic Agreement is 24,816 for the
Best Ideas Trust.
E. A Unit is hereby declared initially equal to
1/24,816th for the Best Ideas Trust.
F. The term "In-Kind Distribution Date" shall mean
October 3, 2000.
G. The term "Record Dates" shall mean March 1, 2000,
and October 24, 2000 and such other date as the Depositor
may direct. (Such dates are set forth for the purposes of dis-
tribution to Unit Holders. Trust expenses shall be paid quar-
terly.)
H. The term "Distribution Dates shall mean
March 15, 2000 and on or about October 31, 2000 and such other date as
the Depositor may direct. (Such dates are set forth for the
purposes of distribution to Unit Holders. Trust expenses shall
be paid quarterly.)
I. The term "Termination Date" shall mean October 24, 2000.
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 $0.80 per 100 Units.
L. For a Unit Holder to receive an "in-kind" dis-
tribution during the life of the Trust, such Unit Holder must
tender at least 25,000 Units for redemption. There is no mini-
mum 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. The Indenture is amended to provide that the pe-
riod during which the Trustee shall liquidate the Trust Securi-
ties shall not exceed 14 business days commencing on the first
business day following the In-Kind Date.
(Signatures and acknowledgments on separate pages)
<PAGE>
-8-
The Schedule of Portfolio Securities in the prospec-
tus included in this Registration Statement is hereby incorpo-
rated by reference herein as Schedule A hereto.
<PAGE>
Exhibit 5
<PAGE>
(Letterhead of Cahill Gordon & Reindel)
July 22, 1999
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Morgan Stanley Dean Witter Select
Equity Trust, The Competitive Edge
Best Ideas Portfolio Series 99-3
-----------------------------------
Gentlemen:
We have acted as special counsel for you as Depositor
of the Morgan Stanley Dean Witter Select Equity Trust, The Com-
petitive Edge Best Ideas Portfolio Series 99-3 (the "Trust"),
in connection with the issuance under the Trust Indenture and
Agreement, dated September 30, 1993,as amended and the related
Reference Trust Agreement, dated July 22, 1999 (such Trust In-
denture and Agreement and Reference Trust Agreement collec-
tively referred to as the "Indenture"), between you, as Deposi-
tor, and The Bank of New York, as Trustee, of units of frac-
tional undivided interest in said Trust (the "Units") compris-
ing the Units of Morgan Stanley Dean Witter Select Equity
Trust, The Competitive Edge Best Ideas Portfolio Series 99-3.
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.
<PAGE>
-2-
Based upon the foregoing, we advise you that, in our
opinion, when the Indenture has been duly executed and deliv-
ered on behalf of the Depositor and the Trustee and when the
Receipt for Units evidencing the Units has been duly executed
and delivered by the Trustee to the Depositor in accordance
with the Indenture, the Units will be legally issued, fully
paid and nonassessable by the Trust, and will constitute valid
and binding obligations of the Trust and the Depositor in ac-
cordance with their terms, except that enforceability of cer-
tain provisions thereof may be limited by applicable bank-
ruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors generally and by general equitable
principles.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 333-82371) re-
lating 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 ref-
erence does not constitute a consent under Section 7 of the Se-
curities 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 regula-
tions of the Commission thereunder.
Very truly yours,
CAHILL GORDON & REINDEL
<PAGE>
Exhibit 23.1
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in this Amendment No. 1 to Reg-
istration Statement No. 333-82371 on Form S-6 of our report
dated July 22, 1999, appearing in the Prospectus, which is part
of this Registration Statement. We consent to the reference to
our Firm as experts under the heading "Auditors" in the Pro-
spectus which is a part of this Registration Statement.
/s/Deloitte & Touche LLP
--------------------------
Deloitte & Touche LLP
July 22, 1999
New York, New York
