<PAGE>
File No. 333-44516
Investment Company Act No. 811-5065
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2000-4
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
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2000-4
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
<PAGE>
Copy to:
KENNETH W. ORCE, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
E. Total and amount of securities being registered:
An indefinite number of Units of Beneficial Interest pursuant
to Rule 24f-2 promulgated under the Investment Company Act of
1940, as amended
F. Proposed maximum offering price to the public of the
securities being registered:
Indefinite
G. Amount of filing fee:
N/A
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT
/X/ Check box if it is proposed that this filing will be come
effective immediately upon filing on October 18, 2000
pursuant to Rule 487.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2000-4
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 Underwriter ) Table of Contents
5. Organization of Trust ) Introduction
6. Execution and termination of Indenture ) Introduction; Amendment 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 Holders
(Registered or Bearer) )
(b) Type of Securities (Cumulative ) Administration of the Trust-Distribution
or Distributive) )
(c) Rights of Holders as to withdrawal or ) Redemption; Public Offering of Units-Secondary Market
redemption )
(d) Rights of Holders as to conversion, transfer, ) Public Offering of Units-Secondary Market; Exchange
partial redemption and similar matters ) Option; Redemption; Rights of Unit Holders-Certificates
(e) Lapses or defaults with respect to ) *
periodic payment plan certificates )
(f) Voting rights as to Securities under ) Rights of Unit Holder-Certain Limitations; Amendment
the Indenture ) and Termination of the Indenture
(g) Notice to Holders as to change in )
(1) Composition of assets of Trust ) Administration of the Trust-Reports to Unit
) Holders; The Trust-Summary Description of
) the Portfolios
(2) Terms and Conditions of Trust's ) Amendment and Termination of the Indenture
Securities )
-----------
* 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 Indenture ) Amendment and Termination of the Indenture
(4) Identity of Depositor and Trustee ) Sponsor; Trustee
(h) Security Holders Consent required to change )
(1) Composition of assets of Trust ) Amendment and Termination of the Indenture
(2) Terms and conditions of Trust's Securities ) Amendment and Termination of the Indenture
(3) Provisions of Indenture ) Amendment and Termination of the Indenture
(4) Identity of Depositor and Trustee ) *
(i) Other principal features of the Trust's Securities ) Cover of Prospectus; Tax Status
11. Type of securities comprising units ) The Trust-Summary Description of the Portfolios;
) Objectives and Securities Selection; The Trust-Special
) Considerations
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 Discount; Expenses and Charges
(b) Certain information regarding periodic ) *
payment certificates )
(c) Certain percentages ) Summary of Essential Information; Public Offering of
) Units-Public Offering Price; -Profit of Sponsor;-Volume
) Discount
(d) Price differentials ) Public Offering of Units-Public Offering Price
(e) Certain other loads, fees, expenses, etc. ) Rights of Unit Holders-Certificates
Payable by holders )
(f) Certain profits receivable by depositor, ) Redemption-Purchase by the Sponsors of Units
principal underwriters, trustee or affiliated ) Tendered for Redemption
persons )
(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 from purchasers ) Public Offering of Units-Profit of Sponsor
-----------
* 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 underlying ) Introduction; Amendment and Termination of the
securities ) Indenture; Objectives and Securities Selection; The
) Trust-Summary Description of the Portfolio;
) Sponsor-Responsibility
17. Withdrawal or redemption ) Redemption; Public Offering of
) Units-Secondary Market
18. (a) Receipt and disposition of income ) Administration of the Trust; Reinvestment Programs
(b) Reinvestment of distributions ) Reinvestment Programs
(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 Accounts;
) -Reports to Unit Holders
20. Certain miscellaneous provisions of trust agreement ) Amendment and Termination of the Indenture;
) Sponsor-Limitation on Liability-Resignation;
) Trustee-Limitation on Liability-Resignation
21. Loans to security holders ) *
22. Limitations on liability of depositor, ) Sponsor, Trustee; Evaluator-Limitation on Liability
trustee, custodian, etc. )
-----------
* 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 officials and ) Included in Form N-8B-2
affiliated persons of Depositor )
29. Voting securities of Depositor ) Included in Form N-8B-2
30. Persons controlling Depositor ) *
31. Compensation of Officers and Director of Depositor ) *
32. Compensation of Directors of Depositor ) *
33. Compensation of employees of Depositor ) *
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 securities by states ) Public Offering of Units-Public Distribution
36. Suspension of sales of trust's securities ) *
37. Revocation of authority to distribute ) *
38. (a) Method of distribution ) Public Offering of Units
(b) Underwriting agreements )
(c) Selling agreements )
39. (a) Organization of principal underwriter ) Sponsor
(b) N.A.S.D. membership of principal underwriter )
40. Certain fees received by principal underwriter ) Public Offering of Units-Profit of Sponsor
41. (a) Business of principal underwriter ) Sponsor
(b) Branch offices of principal underwriter ) *
(c) Salesman of principal underwriter ) *
42. Ownership of trust's securities by certain persons ) *
43. Certain brokerage commissions received by ) *
principal underwriter )
44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering price ) *
(c) Variation in offering price to certain persons ) Public Offering of Units-Volume Discount;
) Exchange option
-----------
* 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 Market; Redemption
(b) Schedule as to redemption price ) *
47. Maintenance of position in underlying securities ) See items 10(d), 44 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 Insurance 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 cancellation ) *
(g) Method of determining premiums ) *
(h) Amount of aggregate premiums 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 eliminating ) Introduction Objectives and Securities Selection;
securities from the Trust ) The Trust-Summary Description of the Portfolio
) Sponsor-Responsibility
(b) Elimination of securities from the Trust ) *
(c) Substitution and elimination of securities ) Introduction Objectives and Securities Selection;
from the Trust ) Sponsor-Responsibility;
(d) Description of any fundamental 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 certificates )
56. Certain information regarding periodic payment ) *
plan certificates )
57. Certain information regarding periodic payment ) *
plan certificates )
58. Certain information regarding periodic payment ) *
plan certificates )
59. Financial statements (Instruction 1(c) to Form S-6) ) Statement of Financial Condition
</TABLE>
-----------
* Not applicable, answer negative or not required.
<PAGE>
MORGAN STANLEY DEAN WITTER
[LOGO] UNIT INVESTMENT TRUST
SELECT EQUITY TRUSTS
Strategic Growth Large-Cap Portfolio 2000-4
--------------------------------------------------------------------------------
(A Unit Investment Trust)
--------------------------------------------------------------------------------
Trust objective: to provide capital appreciation through an investment for
approximately 1 year in a fixed portfolio consisting of fifteen common stocks
selected by applying a quantitative stock selection model.
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 ANY 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 Chase Manhattan Bank
2 World Trade Center 270 Park Avenue
New York, New York 10048 New York, New York 10017
</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 OCTOBER 18, 2000
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2000-4
AS OF OCTOBER 17, 2000, THE INITIAL DATE OF DEPOSIT
<TABLE>
<S> <C>
Aggregate Value at the Evaluation Time of Securities in
Trust..................................................... $248,681.09
Number of Units(1).......................................... 25,094
Fractional Undivided Interest in the Trust Represented by
Each Unit................................................. 1/25,094
Public Offering Price Per 100 Units:
Value of Securities in the Trust........................ $ 986.57
Plus Value of Securities for Organization Costs(2)...... 4.43
-----------
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>
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). The minimum subsequent investment is $100.
Distributions will be made on the Distribution Dates (June 15, 2001 and on or
about January 25, 2002) to holders of record on the immediately preceeding
Record Date (June 1, 2001 and January 18, 2002).
The Mandatory Termination Date of the Trust is January 18, 2002, 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 December 28, 2001. 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.
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,
fees of the Portfolio Consultant, 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 $30 million of assets. If the assets of the Trust are less
than $30 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 (0.90% 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 $4.00 per 100 Units on each Deferred Sales Charge Payment Date (the last
business day of each month, over a 5 month period beginning January 31, 2001).
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.
(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
IN 100
UNIT HOLDER TRANSACTION EXPENSES 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
===== ======
ORGANIZATION COSTS.......................................... 0.443% $ 4.43
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS) (b)
Trustee's Fee including Estimated Expenses (c)............ 0.109% $ 1.09
Sponsor's Portfolio Supervision Fee (c)................... 0.025 0.25
Bookkeeping and Administrative Fees....................... -- --
Other Operating Expenses.................................. -- --
----- ------
Total................................................. 0.134% $ 1.34
</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 0.577% and a 5% annual return on the investment
throughout the periods..................................... $348 $877 $1,433 $2,944
</TABLE>
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. 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.
-------------------
(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 $4.00 per 100 Units per
month on each of the 5 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) The estimates do not include the costs paid by the Trust of purchasing and
selling Securities.
(c) 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 not be sufficient to pay the estimated
expenses of the Trust and, consequently, Securities may have to be sold to
pay Trust expenses. 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--
INVESTMENT NAME AND STRUCTURE: The Morgan Stanley Dean Witter Select Equity
Trust Strategic Growth Large-Cap Portfolio 2000-4 (the "Trust")--a unit
investment trust composed of publicly-traded common stocks or contracts to
purchase those stocks (the "Securities").
OBJECTIVE: To provide capital appreciation through investment in 15 common
stocks, which have the potential for above-average capital appreciation. The
Portfolio was selected as of October 13, 2000 (the Stock Selection Date) from
among the stocks in the S&P 500 Index(1). There can be no assurance that the
Trust will achieve its objective. The Portfolio is designed with the objective
of capital appreciation and is not appropriate for those investors who are not
willing to assume the increased risks involved with a growth equity strategy nor
for those seeking preservation of capital or current income.
INVESTMENT SUMMARY: The Portfolio consists of 15 common stocks identified by
a proprietary, quantitative stock selection model developed by Lightstone
Capital Management LLC (LCM), Portfolio Consultant to the Trust. The Selection
Model seeks to identify stocks that have a strong potential for above-average
capital appreciation. The Selection Model applies certain criteria to choose the
Portfolio from the companies comprising the S&P 500 Index. A company's stock
will generally be considered large-cap if the company's market capitalization
exceeds $5 billion. The Portfolio Securities are generally considered to be
growth stocks. The Trust permits investors to buy and hold a fixed portfolio for
approximately one year. At the end of the year, the Trust will be liquidated and
it is intended that the Selection Model will be reapplied to select a new
Portfolio if a new trust is offered.
Although the Trust is a one-year investment, the strategy is long-term.
Investors should consider reinvesting in successive trusts, if available, for at
least three to five years, to take advantage of the long-term strategy.
Reinvesting each year requires your payment of the deferred sales charge each
year.
TRUST SECURITIES: The Portfolio Securities consist of common stocks
identified through a Selection Model developed by LCM. LCM is a registered
investment adviser whose president is John B. Lightstone, PhD. LCM is in the
business of developing investment strategies for various investment products.
The Selection Model is comprised of two components which are applied to the
stocks in the S&P 500 Index.
Component One: The stocks are ranked based on price momentum as of the Stock
Selection Date. The price momentum of a stock is calculated by comparing its
current price with the price of the stock 6 months and 12 months before the
Stock Selection Date. The 75 companies with the highest price momentum are
selected.
Component Two: (a) The estimated earnings for the next 12 months using
analysts consensus estimates(2) of earnings per share (EPS) available as of the
Stock Selection Date is obtained for each company.
(b) The estimated 12-month consensus earnings for one month, two months and
three months before the Stock Selection Date is obtained for each company. A
weighted average of estimated 12-month consensus earnings is then calculated
over the most recent three months before the Stock Selection Date.
(c) The Selection Model calculates the percentage change between the
12-month estimated consensus earnings for each of the 75 companies as of the
Stock Selection
------------------------
(1) "S&P 500"-Registered Trademark- is a trademark of the McGraw-Hill Companies,
Inc. The Portfolio Securities do not reflect any recommendations of Standard
& Poor's with regard to utilizing the current universe of S&P 500 Index
stocks, and were solely selected by the Selection Model. The Trust is not
sponsored, managed, sold or promoted by Standard & Poor's. Standard & Poor's
is not affiliated with the Sponsor.
(2) The Portfolio Consultant obtains analysts consensus earnings estimates from
information providers that are not affiliated with the Sponsor or the
Portfolio Consultant. The consensus earnings estimates are the average of
earnings estimates provided by analysts reporting to the information
providers. The Sponsor assumes no responsibility for the accuracy of the
data. The Sponsor has not independently verified the data and, therefore,
does not guarantee the accuracy of the data. The Sponsor is not aware that
the data is inaccurate.
v
<PAGE>
Date and the weighted average of estimated 12-month consensus earnings over the
most recent three months before the Stock Selection Date.
(d) The Selection Model weights the percentage change in 12-month estimated
consensus earnings by factors developed by LCM which seek to take into account
the likely impact of these changes on the future price of the stock, such as the
extent of agreement in consensus earnings estimates among analysts and the
number of upward and downward revisions by analysts.
(e) The 75 stocks are ranked from highest to lowest based on the resulting
weighted percentage change in estimated 12-month consensus earnings and the 15
stocks with the highest weighted percentage change in estimated 12-month
consensus earnings are selected. Approximately equal dollar amounts are invested
in each security.
Following the initial deposit, the Sponsor expects to deposit additional
Securities, contracts to purchase additional Securities together with a letter
of credit and/or cash with instructions to purchase additional Securities to
create Additional Units. To the extent practicable, the proportionate
relationship between the number of shares of each Security in the Portfolio will
be maintained.
PORTFOLIO CHARACTERISTICS. The Portfolio of the Trust consists of 15 issues
of common stocks, issued by companies in the categories set forth below:
<TABLE>
<CAPTION>
PERCENTAGE OF
CATEGORIES AGGREGATE MARKET VALUE
OF ISSUER OF TRUST PORTFOLIO*
--------- ----------------------
<S> <C>
Healthcare 26.61%
Computers 20.17%
Communications Equipment 13.23%
Consumer Finance 13.22%
Aerospace 6.79%
Electronics 6.76%
Savings & Loans 6.62%
Oil & Gas 6.61%
</TABLE>
* As of Initial Date of Deposit, subject to future change.
Based on these percentages, the Portfolio of the Trust is concentrated in
Securities issued by companies in the technology industry (Computers,
Communications Equipment and Electronics) and the healthcare industry. For a
discussion of the risks relating to these concentrations see "Risk
Factors--Industry Concentrations."
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:
Risks inherent in an investment in common stocks include:
- price fluctuation,
- volatility inherent in equity securities, particularly those chosen on a
growth and momentum basis, and
- dividends may fluctuate or not be paid at any time.
If the Selection Model were applied after the Stock Selection Date, the
later applied Selection Model may select a portfolio that is substantially
different from the portfolio of this Trust.
The Trust is not designed to be nor is it a complete equity investment
program. The Portfolio Securities represent a limited subset of securities in
the S&P 500 Index and their performance, dividend income and daily pricing will
not track that of the S&P 500 Index.
Securities characterized as growth securities generally exhibit higher price
volatility and trade at higher multiples of price to earnings (or exhibit no
current earnings at all), in comparison to the S&P 500 Index as a whole and in
comparison to many of the stocks that comprise the S&P 500 Index. Securities
with relatively higher percentage changes in analysts' earnings estimates may at
times exhibit greater price volatility than other securities.
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. The value of a Unit may decline and when you sell or redeem your
Unit it may be worth less than what you paid for it. Securities may only be sold
for limited reasons, such as a material deterioration in the financial condition
of an issuer. During the life of the Trust, Securities will not be sold to take
advantage of market fluctuations. Equity markets have been at historically high
levels and we cannot assure that these levels will continue.
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 that stock. These rights are inferior to those of
creditors and holders of debt obligations or preferred stock. Also, holders of
vi
<PAGE>
common stock have the right to receive dividends only when, as and if such
dividends are declared by the issuer's board of directors.
In addition, the Sponsor and its affiliates, through separate trading,
lending, investment banking or other business activities, may adversely impact
the price of the underlying Securities.
INDUSTRY CONCENTRATIONS--ADDITIONAL RISKS
The Portfolio of the Trust is concentrated in issuers within two industries:
the technology industry and the healthcare industry. A portfolio concentrated in
two industries may present more risk than a portfolio broadly diversified over
several industries. The Trust, and therefore Unitholders, may be particularly
susceptible to a negative impact resulting from adverse market conditions or
other factors affecting either technology or healthcare issuers. Accordingly, an
investment in Units should be made with an understanding of the characteristics
of the technology or healthcare industries and the risks which such an
investment may entail.
Specifically, in the technology industry the Trust contains the common stock
of companies involved in the development, design, manufacture and sale of:
- computers,
- computer related equipment,
- computer networks,
- communications systems,
- telecommunications products,
- semiconductors,
- electronic products, and
- other related products, systems and services.
The market for technology products and services, especially those
specifically related to the Internet, is characterized by:
- rapidly changing technology,
- rapid product obsolescence,
- cyclical market patterns,
- evolving industry standards and
- frequent new product introductions.
The success of the issuers of the Securities depends in substantial part on
the timely and successful introduction of new products. An unexpected change in
one or more of the technologies affecting an issuer's products or in the market
for products based on a particular technology could have a material adverse
affect on an issuer's operating results. Furthermore, we cannot assure that the
issuers of the Securities will be able to respond in a timely manner to
competition in the rapidly developing marketplace.
The Trust's Securities in the techonology industry in the past have
experienced, and in the future are likely to experience, substantial price
volatility and speculative trading. Accordingly, upon redemption of Units or
termination of the Trust, a Unitholder may receive an amount less than the
Unitholder's initial investment.
Based on trading history, factors such as announcements of new products or
development of new technologies and general conditions of the industry have
caused and are likely to cause the market price of technology common stocks to
fluctuate substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to the
operating performance of such companies. This market volatility may adversely
affect the market price of the Securities and therefore the Units.
The Trust will also be subject to greater risk than a diversified portfolio
because of its concentration of investments in the healthcare industry generally
and within specific segments of that industry. Some of the special risks include
the substantial investments companies in the healthcare industry make in
technological research and development and products or services based on such
research and development that may or may not be successful, potentially rapid
obsolescence of products or technology, dependence upon governmental policies
regarding reimbursement of healthcare costs, above-average dependence upon
proprietary rights such as patents, and above-average governmental regulation,
including approval of products and services. Companies in some segments of the
healthcare industry may be subject to short product cycles and aggressive
pricing which may increase their volatility. The value of securities of
companies in the healthcare industry can and often does fluctuate dramatically
and may expose you to greater than average financial and market risk.
Additionally, companies in this industry are dependent upon consumer and
business acceptance as new technologies evolve.
Additional Risk Factors. See also notes to "Schedule of Portfolio
Securities" and "The Trust--Risk Factors" in Part B.
vii
<PAGE>
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 there is insufficient income, no distribution will be made.
If Securities are sold and the sales proceeds are not used to redeem Units or
pay Trust expenses, the sales proceeds will be distributed to Unit Holders. 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 invest their
distributions automatically in units of a New Series, if offered by the Sponsor.
Units acquired through investment upon termination will be subject only to a
deferred sales charge (see "Administration of the Trust--Termination").
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 a previous 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 before the termination of their
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 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. Unit Holders may
elect to receive shares in-kind. The Trust will then liquidate, generally over a
14 business day period. 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 January 25, 2002. The Trustee
will benefit from holding the cash because it can earn interest on it during the
period.
The amount realized by a Unit Holder upon termination may be less than the
amount paid by the Unit Holder. Sales 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.
LITIGATION AND LEGISLATION: The Sponsor does not know of any pending
litigation as of the initial date of deposit that might reasonably be expected
to have a material adverse effect on the Portfolio, although pending litigation
may have a material adverse effect on the value of Securities in the Portfolio.
In addition, at any time after the initial date of deposit, litigation may be
initiated on a variety of grounds, or legislation may be enacted, affecting the
Securities in the Portfolio or the issuers of the Securities. Future litigation,
legislation, regulation or deregulation may have a material adverse effect on
the Portfolio or may impair the ability of the issuers of the Securities to
achieve their business goals.
viii
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2000-4
We have audited the accompanying statement of financial condition, including
the schedule of portfolio securities, of the Morgan Stanley Dean Witter Select
Equity Trust Strategic Growth Large-Cap Portfolio 2000-4 as of October 17, 2000.
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 auditing standards generally
accepted in the United States of America. 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 October 17, 2000, by correspondence with The Chase Manhattan
Bank, the Trustee. An audit also includes assessing the accounting principles
used and significant estimates made by the Trustee, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the statement of financial condition referred to above
presents fairly, in all material respects, the financial position of the Morgan
Stanley Dean Witter Select Equity Trust Strategic Growth Large-Cap Portfolio
2000-4 as of October 17, 2000, in accordance with accounting principles
generally accepted in the United States of America.
GRANT THORNTON LLP
Chicago, Illinois
October 17, 2000
ix
<PAGE>
STATEMENT OF FINANCIAL CONDITION
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2000-4
INITIAL DATE OF DEPOSIT, OCTOBER 17, 2000
<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's Contracts to purchase underlying Securities
backed by an irrevocable letter of credit (a)(b)....... $248,681.09
-----------
Total................................................. $248,681.09
===========
LIABILITIES AND INTEREST OF UNIT HOLDERS
Liabilities
Deferred portion of sales charge (c).................. $ 5,018.80
Organization Costs (b)................................ 1,111.66
-----------
Subtotal.............................................. 6,130.46
-----------
Interest of Unit Holders--
Units of fractional undivided interest outstanding:
Cost to investors (d)................................. 250,940.48
Less: Gross underwriting commissions (e).............. (7,278.19)
Less: Organization Costs (b).......................... (1,111.66)
-----------
Net amount applicable to investors...................... 242,550.63
-----------
Total................................................. $248,681.09
===========
</TABLE>
x
<PAGE>
------------------------
(a) The aggregate value of the Securities represented by Contracts to Purchase
listed under "Schedule of Portfolio Securities" and their cost to the Trust
are the same. The value is determined by the Trustee on the basis set forth
under "Public Offering of Units--Public Offering Price". A $300,000.00
irrevocable letter of credit drawn on Danske Bank 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 $30 million. To
the extent the assets of the Trust are less than $30 million, the
organization costs may be less, although the per Unit amount may increase.
If the assets of the Trust are more, the organization costs may be higher,
although the per Unit amount may decrease.
(c) Represents the aggregate amount of mandatory distributions of $4.00 per 100
Units per month payable on the last business day of each month from
January 31, 2001 through May 31, 2001. 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, 2001, 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".
xi
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2000-4
ON INITIAL DATE OF DEPOSIT, OCTOBER 17, 2000
<TABLE>
<CAPTION>
PROPORTIONATE PERCENTAGE
RELATIONSHIP OF AGGREGATE PRICE PER COST OF
PORTFOLIO NUMBER OF BETWEEN NO. MARKET VALUE SHARE TO SECURITIES
NO. NAME OF ISSUER SHARES OF SHARES OF TRUST TRUST TO TRUST (1)
--- -------------------------------------- ------ --------- ------------ ----- ------------
<C> <S> <C> <C> <C> <C> <C>
1. Adobe Systems, Inc. 129 3.13 % 6.90 % $132.9375 $ 17,148.94
2. Anadarko Petroleum Corporation 234 5.67 6.61 70.2100 16,429.14
3. Analog Devices, Inc. (2) 250 6.06 6.76 67.2500 16,812.50
4. Boeing Company 279 6.77 6.79 60.5000 16,879.50
5. Capital One Financial Corporation 246 5.97 6.54 66.0625 16,251.38
6. Converse Technology, Inc. (2) 166 4.03 6.75 101.0625 16,776.38
7. EMC Corporation (2) 173 4.19 6.60 94.9375 16,424.19
8. Golden West Financial Corporation 308 7.47 6.62 53.4375 16,458.75
9. HCA-Healthcare Company 395 9.58 6.66 41.9375 16,565.31
10. MBNA Corporation 468 11.35 6.68 35.5000 16,614.00
11. Nortel Networks Corporation 252 6.11 6.49 64.0000 16,128.00
12. Oracle Corporation (2) 492 11.93 6.66 33.6875 16,574.25
13. Tenet Healthcare Corporation (2) 419 10.16 6.74 40.0000 16,760.00
14. UnitedHealth Group, Inc. 152 3.69 6.53 106.8125 16,235.50
15. Wellpoint Health Networks, Inc. (2) 161 3.90 6.68 103.2500 16,623.25
----- -----------
4,124 $248,681.09
===== ===========
</TABLE>
------------------------
(1) All Securities are represented entirely by contracts to purchase entered
into on October 17, 2000. 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
October 17, 2000. The aggregate purchase price to the Sponsor for the
Securities deposited in the Trust is $248,804.81. The Sponsor had a loss on
the Initial Date of Deposit of $123.72.
(2) These securities currently do not pay a dividend.
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 one or more of 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.
------------------------
Please note that if this prospectus is used as a preliminary prospectus for a
future trust in this Series, the Portfolio may contain different stocks from
those described above.
xii
<PAGE>
THE 15 STOCKS OF THE STRATEGIC GROWTH LARGE-CAP
PORTFOLIO--(As of October 17, 2000)
<TABLE>
<S> <C>
ADOBE SYSTEMS, INC. Adobe Systems, Inc. develops, markets, and supports
computer software products and technologies. The company's
products allow users to express and use information across
all print and electronic media. Adobe offers a line of
application software products, type products, and content
for creating, distributing, and managing information.
ANADARKO PETROLEUM CORPORATION Anadarko Petroleum Corporation is an independent oil and
gas exploration and production company. The company
explores for oil in Kansas, Oklahoma, and Texas, as well as
offshore in the Gulf of Mexico and in Alaska. Anadarko also
owns and operates gas gathering systems in its United
States core producing areas. The company develops crude oil
reserves in Algeria.
ANALOG DEVICES, INC. Analog Devices, Inc. designs, manufactures, and markets
integrated circuits used in analog and digital signal
processing. The company's products are used in
communications, computer, industrial, instrumentation,
military/aerospace, automotive, and high-performance
consumer electronics applications. Analog Devices sells its
products worldwide.
BOEING COMPANY Boeing Company, together with its subsidiaries, develops,
produces, and markets commercial jet aircraft, as well as
provides related support services to the commercial airline
industry worldwide. The company also researches, develops,
produces, modifies, and supports information, space, and
defense systems, including military aircraft, helicopters,
and space and missile systems.
CAPITAL ONE FINANCIAL CORPORATION Capital One Financial Corporation provides a variety of
products and services to consumers through its
subsidiaries. The company, through Capital One Bank, offers
credit card products. Capital One F.S.B. provides certain
consumer lending and deposit services. Capital One
Services, Inc. provides operating, administration, and
other services to the Corporation.
COMVERSE TECHNOLOGY, INC. Comverse Technology, Inc. designs, manufactures, markets,
and supports computer and telecommunications systems and
software for multimedia communications and information
processing applications. The company's products are used in
a variety of applications by fixed and wireless telephone
network operators, government agencies, call centers,
financial institutions, and other organizations.
EMC CORPORATION EMC Corporation provides enterprise storage systems,
software, networks, and services. The company's products
store, retrieve, manage, protect, and share information
from all major computing environments, including UNIX,
Windows NT, and mainframe platforms. EMC operates offices
around the world.
</TABLE>
xiii
<PAGE>
<TABLE>
<S> <C>
GOLDEN WEST FINANCIAL CORPORATION Golden West Financial Corporation is the holding company
for World Savings Bank, FSB, World Savings and Loan
Association and World Savings Bank, SSB. The banks attract
deposits and originate a variety of loans. Golden West
operates banking offices and loan offices throughout the
United States. The company also owns Atlas Advisers, Inc.,
which advises the Atlas family of mutual funds.
HCA-THE HEALTHCARE COMPANY HCA-The Healthcare Company operates hospitals and related
health care entities. The company currently operates
general, acute care hospitals, and psychiatric hospitals
that offer a full range of services. HCA's facilities are
located in the United States, England, and Switzerland.
MBNA CORPORATION MBNA Corporation is the holding company for MBNA America
Bank, N.A. The bank issues bank credit cards, marketed
primarily to members of associations and customers of
financial institutions. MBNA also makes other consumer
loans and offers insurance and deposit products.
NORTEL NETWORKS CORPORATION Nortel Networks Corporation is an Internet and
communications provider with capabilities spanning optical,
wireless, local Internet, and electronic business. The
company serves carrier, service provider, and enterprise
customers around the world. Nortel provides access
products, business applications and services, data and
Internet products, and other products and services.
ORACLE CORPORATION Oracle Corporation supplies software for enterprise
information management. The company offers databases and
relational servers, application development and decision
support tools, and enterprise business applications.
Oracle's software runs on network computers, personal
digital assistants, set-top devices, workstations, PCs,
minicomputers, mainframes, and massively parallel
computers.
TENET HEALTHCARE CORPORATION Tenet Healthcare Corporation, through its subsidiaries,
owns or operates general hospitals and related health care
facilities serving communities in the United States. The
company operates rehabilitation hospitals, specialty
hospitals, long-term care facilities, psychiatric
facilities, and medical office buildings near its general
hospitals, as well as ancillary health care businesses.
UNITEDHEALTH GROUP, INC. UnitedHealth Group, Inc. owns and manages organized health
systems in the United States and internationally. The
company provides employers products and resources to plan
and administer employee benefit programs. UnitedHealth also
serves the health needs of older Americans, provides
specialized care services, and provides health care
information and research to providers and payers.
WELLPOINT HEALTH NETWORKS, INC. Wellpoint Health Networks, Inc is a managed care company
that serves the health care needs of medical and specialty
members through Blue Cross of California and UNICARE. The
company offers products such as health maintenance
organization, preferred provider organization, point of
service, hybrid, and specialty managed care products.
</TABLE>
xiv
<PAGE>
PROSPECTUS PART B
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
INTRODUCTION
Dean Witter Reynolds Inc. (the "Sponsor") and The Chase Manhattan Bank (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:
- capital appreciation potential through an investment for approximately one
year in a fixed portfolio of publicly-traded common stock.
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 term "Securities" includes the initially deposited common stock and any
additional common stock or contracts to purchase additional common stock
acquired by the Trust pursuant to the Indenture and Agreement.
<PAGE>
The Trust is an unmanaged, fixed portfolio of common stocks. After the
selection and the initial deposit of Securities, the Securities might not have
been chosen by the Selection Model if it were applied at a later date or the
Securities may no longer be included in the S&P 500 Index.
On and after the Initial Date of Deposit, however, the Sponsor expects to
deposit additional Securities and sell the additional Units created. These
deposits generally will reflect the stock and their proportionate number of
shares in the Portfolio, 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. The Securities were
selected irrespective of any buy or sell recommendation by the Sponsor or any
affiliate.
There is no assurance that the Trust will declare or pay any distributions
in the future.
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.
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 any 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 any of those brokerage fees.
Fluctuating Security Value
The value of the 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 the 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
either 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;
2
<PAGE>
- currency exchange rates, economic expansion or contraction; and
- global or regional political, economic or banking conditions.
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.
We can give no assurance that the Trust will 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, those 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. 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.
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
We can give no assurance that a market will be made for any of the
Securities, that any market for the Securities will continue or that 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.
3
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Deferred Sales Charge
On each Deferred Sales Charge Payment Date, the Trust will sell Securities
pro rata in an amount equal to $4.00 per 100 Units to pay the Deferred Sales
Charge. The Trust will distribute the proceeds of these sales to the Sponsor. As
the Trust sells Securities to pay the Deferred Sales Charge, a Unit Holder'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.
Technology Stocks
The Trust is concentrated in stocks of issuers that manufacture or provide
services related to
- semiconductors,
- electronic components,
- software,
- integrated systems,
- the internet, and
- other related products and technological media.
These kinds of companies tend to develop rapidly and tend to be highly
competitive, both domestically and internationally. The common stocks of these
companies tend to be relatively volatile as compared to other types of
investments. Some of these companies may be smaller and less seasoned companies
with
- limited product lines, markets, or financial resources, and
- limited management or marketing personnel.
These companies require a high degree of investment to maintain
competitiveness. A variety of events and factors may affect these companies,
such as
- worldwide scientific and technological developments, which may make their
products or services outdated,
- governmental regulation and judicial decisions,
- increases in costs of materials and labor,
- changes in product distribution channels, and
- the need to manage inventory levels in line with customer demand for
products.
Other risk factors include
- short product life cycles,
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- aggressive pricing and reduced profit margins,
- dramatic and often unpredictable changes in growth rates,
- frequent new product introduction,
- the need to enhance existing products,
- intense competition from large established companies, and
- potential competition from small start up companies.
These companies also depend to a substantial degree upon skilled
professional and technical personnel. Companies in the industry compete to a
considerable degree for the services of qualified personnel.
The market for certain technology products and services may have only
recently begun to develop. This market is rapidly evolving and features an
increasing number of market entrants. Additionally, certain technology companies
may have only recently commenced operations or offered shares of stock to the
public. These technology companies are in the early stage of development. They
have a limited operating history on which you can analyze future operating
results. Following an initial public offering, the price of a company's common
stock may rise and fall a great deal.
Some technology companies that issue stock can purchase some key components
of certain products that they manufacture only from single sources. We can give
no assurance that, in the future, suppliers will be able to meet the demand for
components in a timely and cost effective manner.
Accordingly, an issuer's operating profits and customer relationships could
suffer from either (1) an increase in price for, or (2) an interruption or
reduction in supply of, any key components. Additionally, many technology
companies that issue stock have a highly concentrated customer base. Such a base
often consists of a limited number of large customers. These customers may
require that the technology company products comply with rigorous and constantly
developing industry standards. If the technology company products do not comply
with such standards, the technology companies may lose a significant portion of
sales. Because many products and technologies are incorporated into other
related products, certain companies highly depend on the performance of other
computer, electronics and communications companies.
We can give no assurance that (1) these customers will place additional
orders, or that (2) a technology company that issues Securities will obtain
orders of similar magnitude as past orders from other customers. Similarly, the
success of certain companies is tied to a relatively small concentration of
products or technologies with intense competition between companies.
Accordingly, technology companies that issue Securities could suffer materially
and adversely from a decline in demand for such products, technologies or from
such customers.
Healthcare Stocks
The Trust will be subject to greater risk than a diversified portfolio
because of its concentration of investments in the healthcare industry generally
and within specific segments of that industry. Some of the special risks include
the substantial investments companies in the healthcare industry make in
technological research and development and products or services based on such
research and development that may or may not be successful, potentially rapid
obsolescence of products or technology, dependence upon governmental policies
regarding reimbursement of healthcare costs, above-average dependence upon
proprietary rights such as patents, and above-average governmental regulation,
including approval of products and services. Companies in some segments of the
healthcare industry may be subject to short product cycles and aggressive
pricing which may increase their
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<PAGE>
volatility. The value of securities of companies in the healthcare industry can
and often does fluctuate dramatically and may expose you to greater than average
financial and market risk. Additionally, companies in this industry are
dependent upon consumer and business acceptance as new technologies evolve.
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 a 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 ("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. 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 before that
deposit.
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.
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The Sponsor may acquire large volumes of additional Securities for deposit
into the Trust over a short period of time. These 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 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.
This prospectus may be used to continuously offer Additional Units for sale
to the public. 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 before acceptance by the Sponsor. The Sponsor
will execute orders to purchase in the order it determines that they are
received. However, the Sponsor will accept indications of interest before 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 have been reduced by the Deferred Sales Charge
and the charge for organizational expenses. The relevant tax reporting forms
sent to a Unit Holder will
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<PAGE>
also reflect the actual amounts paid to him, which will have been 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. In the case of a corporate Unit Holder, these dividends 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. 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 those fees and expenses directly. You are entitled to this deduction only
to the extent that this amount together with your other miscellaneous deductions
exceeds 2% of your adjusted gross income. A corporate Unit Holder will not be
subject to this 2% floor.
Under the position taken by the Internal Revenue Service in Revenue Ruling
90-7, a distribution by the Trustee to 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 these Securities will be equal to
your basis for the same Securities, previously represented by your Units, before
this distribution. The holding period for these 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 these 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 these 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.
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 trust which are substantially identical if the purchase of
units of the New Series takes place less than thirty-one days after the sale of
the underlying Security.
Under the Internal Revenue 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 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.
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Foreign Unit Holders (including nonresident alien individuals, foreign
corporations, and foreign partnerships) not engaged in a U.S. trade or business
generally will be subject to a 30% withholding tax (or lower applicable treaty
rate) on dividend distributions.
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
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 include in the Public
Offering Price a proportionate share of cash amounts in the Income Account and
Principal Account and amounts receivable in respect of stocks trading
ex-dividend, other than money required to be distributed to Unit Holders on a
Distribution Date and money required to redeem tendered Units.
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
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- 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 organization costs
incurred in establishing the Trust. The Sponsor will receive the estimated
organization costs as of the close of the initial offering period. See "Expenses
and Charges--Organization Costs."
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 be paid through five monthly payments of $4.00 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 Deferred Sales Charge 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". Unit Holders investing the proceeds of distribution from a previous
terminating Series of Morgan Stanley Dean Witter Select Equity Trust, upon
purchase of Units of the Trust, will be subject only to the Deferred Sales
Charge on 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. 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
Sponsor reserves the right to reject, in whole or in part, any order for the
purchase of Units.
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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.
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 a 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 the 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.
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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 of at least $25,000 to any person
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.
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.
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 for 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 PM 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.
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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 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
Chase Manhattan Bank 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.
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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 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,
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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 an
inappropriate basis for valuation.
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
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- 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 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 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
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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
- 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.
REINVESTMENT PROGRAM
You may elect to automatically reinvest the distributions with respect to
your Units in additional Units of the Trust. You may 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.
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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. Your 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.
No Unit Holder shall have the right to vote except with respect to removal
of the Trustee or amendment and termination of the Trust. See "Administration of
the Trust--Amendment" and "Administration of the Trust--Termination". 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 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. Unit Holders shall have no right to control the operation or
administration of the Trust in any manner. You will be unable to dispose of any
of the Securities in the Portfolio, as such, and will not be able to vote
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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
- the fee of the Portfolio Consultant
- 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 its regular expenses, including mailing and printing expenses.
The Sponsor's fee, the Trustee's fees and the Trust's 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.
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
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- 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 not 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 4 New York Plaza, New York, New York
10004. 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.
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
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- 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. It is anticipated that Trust income will be
less than Trust exenses and that Securities will be sold to pay Trust exenses.
If, however, there is sufficient income, distributions will be made on the
Distribution Dates. 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 these amounts 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 $4.00 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
- 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.
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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 to 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.
23
<PAGE>
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, which 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 those 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.
24
<PAGE>
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. It 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, but not more than 65 days before, the
scheduled termination of the Terminating Trust.
If you wish to reinvest your interest in Units of the Trust in units of a
newly created series of Morgan Stanley Dean Witter Select Equity Trust,
Strategic Growth Large-Cap Portfolio, 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 Chase Manhattan Bank 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 the 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 those 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
25
<PAGE>
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 termination of the Trust, the Unit Holder's 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 is 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 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 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 because of (i) a material deterioration in the Trustee's
creditworthiness or (ii) one or more negligent acts by the Trustee, which result
in a material adverse effect, makes the removal of the Trustee in the best
interest of the Unit Holders, the Sponsor may remove the Trustee and appoint a
successor as provided in the Agreement. If within 30 days of the resignation of
a Trustee 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.
26
<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 13,000
financial advisors servicing individual and institutional client accounts.
TRUSTEE
The Trustee is The Chase Manhattan Bank. It is a New York bank with its
principal executive office located at 270 Park Avenue, New York, New York 10017
and its unit investment trust office at 4 New York Plaza, New York, New York
10004. The Trustee 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. In
connection with the storage and handling of certain Securities deposited in the
Trust, the Trustee may use the services of the Depository Trust Company. These
services may include safekeeping of the Securities and coupon-clipping, computer
book-entry transfer and institutional delivery service. The Depository Trust
Company is a limited purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System and a clearing
agency registered under the Securities Exchange Act of 1934.
27
<PAGE>
CODE OF ETHICS
The Sponsor has adopted a code of ethics requiring reporting of personal
securities transactions by its employees with access to information on Trust
portfolio transactions. The goal of the code is to prevent fraud, deception or
misconduct against the Trust and to provide reasonable standards of conduct.
PORTFOLIO CONSULTANT
Lightstone Capital Management LLC is a registered investment adviser whose
president is John B. Lightstone, PhD. LCM is in the business of developing
investment strategies for various investment products.
LEGAL OPINIONS
Cahill Gordon & Reindel, 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.
INDEPENDENT AUDITORS
Grant Thornton 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. Grant Thornton 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.
28
<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 (FILE
NO. 333-44516) AND THE INVESTMENT COMPANY ACT OF 1940 (FILE NO. 811-5065),
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.................. ix
Statement of Financial Condition.............. x
Schedule of Portfolio Securities.............. xii
PART B
Introduction.................................. 1
The Trust..................................... 1
Objectives and Securities Selection....... 1
Summary Description of the Portfolio...... 1
Risk Factors.............................. 2
Unit Creation--Deposit of Securities.......... 6
Tax Status of the Trust....................... 7
Retirement Plans.............................. 9
Public Offering of Units...................... 9
Public Offering Price..................... 9
Sales Charges............................. 10
Public Distribution....................... 10
Secondary Market.......................... 11
Profit of Sponsor......................... 11
Volume Discount........................... 12
Redemption.................................... 12
Right of Redemption....................... 12
Redemption Procedures..................... 13
Computation of Redemption Price........... 14
Postponement of Redemption................ 15
Exchange Option............................... 16
Reinvestment Program.......................... 17
Rights of Unit Holders........................ 18
Unit Holders.............................. 18
Certain Limitations....................... 18
Expenses and Charges.......................... 19
Organization Costs........................ 19
Trust Fees and Expenses................... 19
Other Charges............................. 19
Payment................................... 20
Administration of the Trust................... 20
Records and Accounts...................... 20
Distribution.............................. 20
Portfolio Supervision..................... 21
Voting of the Portfolio Securities........ 22
Reports to Unit Holders................... 23
Amendment................................. 23
Termination............................... 24
Resignation, Removal and Liability............ 26
Regarding the Trustee..................... 26
Regarding the Sponsor..................... 27
Miscellaneous................................. 27
Sponsor................................... 27
Trustee................................... 27
Portfolio Consultant...................... 28
Legal Opinions............................ 28
Independent Auditors.......................... 28
</TABLE>
CLF#37718
MORGAN STANLEY DEAN WITTER
[LOGO] UNIT INVESTMENT TRUST
SELECT EQUITY TRUSTS
STRATEGIC GROWTH
LARGE-CAP PORTFOLIO
2000-4
----------------------
(A Unit Investment Trust)
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. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
MORGAN STANLEY DEAN WITTER IS A SERVICE MARK OF MORGAN STANLEY DEAN WITTER &
CO.
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This registration statement on Form S-6 comprises the following
documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Written consents of the following persons:
- Cahill Gordon & Reindel (included in Exhibit 5)
- Grant Thornton LLP
The following Exhibits:
****EX-3(i) Certificate of Incorporation of Dean Witter Reynolds Inc.
****EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated January 22, 1991.
*EX-4.15 Amendment to Exhibit 4.1 dated December 30, 1997.
**EX-4.2 Reference Trust Agreement dated October 17, 2000.
*****EX-4.3 Amendment dated July 18, 1995 to Trust Indenture and
Agreement dated January 27, 1991.
**EX-5 Opinion of counsel as to the legality of the securities
being registered.
**EX-23.1 Consent of Independent Auditors.
**EX-23.2 Consent of Cahill Gordon & Reindel (included in
Exhibit 5).
<PAGE>
**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 Rules 15b1-1 and 15b3-1 under the Securities
Exchange Act of 1934 (1934 Act File No. 8-14172).
******EX-99.A(11) Code of Ethics
-------------------------
* Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement of Morgan Stanley Dean Witter Select Equity
Trust Select 5 Industrial Portfolio 2000-2, Registration No.
333-96215 and as filed as an exhibit to Dean Witter Select Equity
Trust, Select 5 Industrial Portfolio 98-1, Registration No.
333-41783.
** Filed herewith.
*** Previously filed.
**** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement of Morgan Stanley Dean Witter Select Equity
Trust Select 5 Industrial Portfolio 2000-2, Registration No.
333-96215.
***** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement of Dean Witter Select Equity Trust, Select 5
Industrial Portfolio 95-3, Registration No. 33-60121.
****** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement of Morgan Stanley Dean Witter Select Equity
Trust Strategic Growth Large-Cap Portfolio 2000-2, Registration No.
333-33512.
<PAGE>
SIGNATURES
The Registrant, Morgan Stanley Dean Witter Select Equity Trust Strategic
Growth Large-Cap Portfolio 2000-4, hereby identifies the Morgan Stanley Dean
Witter Select Equity Trust, Strategic Growth Large Cap Portfolio 99-1 for
purposes of the representations required by Rule 487 and represents the
following:
1) That the portfolio securities deposited in the series with respect to
which this registration statement is being filed do not differ
materially in type or quality from those deposited in such previous
series;
2) That, except to the extent necessary to identify the specific
portfolio securities deposited in, and to provide essential financial
information for, the securities with respect to the securities of
which this registration statement is being filed, this registration
statement does not contain disclosures that differ 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 Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Morgan Stanley Dean Witter Select Equity Trust Strategic Growth Large-Cap
Portfolio 2000-4 has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York on the 17th day of
October, 2000.
<PAGE>
MORGAN STANLEY DEAN WITTER
SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP
PORTFOLIO 2000-4
(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 Depositor, by the following person in the following
capacities and by the following persons who constitute a majority of the
Depositor's Board of Directors in the City of New York, and State of New York,
on this 17th day of October, 2000.
NAME OFFICE
---- ------
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
Donald G. Kempf, Jr. Director
John J. Mack Director
Mitchell M. Merin Director
Stephen R. Miller Director
John H. Schaefer Director
Thomas C. Schneider Director
Alan A. Schroder Director
Robert G. Scott Director
By: /s/Thomas Hines
---------------
Thomas Hines
Attorney-in-fact*
--------------------
* Executed copies of the Powers of Attorney of the Board Members listed above
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 Statement on Form S-6 for
Dean Witter Select Equity Trust, Select 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, 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, Amendment No. 1 to the Registration Statement on Form S-6
for Morgan Stanley Dean Witter Select Equity Trust Morgan Stanley
High-Technology 35 Index Portfolio 2000-1, File No. 333-91713 and Amendment
No. 1 to the Registration Statement on Form S-6 for Morgan Stanley Dean
Witter Se-
<PAGE>
lect Equity Trust The Competitive Edge Best Ideas Portfolio Series
2000-3, File No. 333-37846.
<PAGE>
Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
EXHIBIT NO. TITLE OF DOCUMENT
----------- -----------------
****EX-3(i) Certificate of Incorporation of Dean Witter Reynolds
Inc.
****EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated
January 22, 1991.
*EX-4.15 Amendment to Exhibit 4.1 dated December 30, 1997.
**EX-4.2 Reference Trust Agreement dated October 17, 2000.
*****EX-4.3 Amendment dated July 18, 1995 to Trust Indenture and
Agreement dated January 22, 1991.
**EX-5 Opinion of counsel as to the legality of the
securities being registered.
**EX-23.1 Consent of Independent Auditors.
**EX-23.2 Consent of Cahill Gordon & Reindel (included in
Exhibit 5).
**EX-24 Powers of Attorney executed by a majority of the
Board of Directors of Dean Witter Reynolds Inc.
<PAGE>
****EX-99 Information as to Officers and Directors of Dean
Witter Reynolds Inc. is incorporated by reference to
Schedules A and D of Form BD filed by Dean Witter
Reynolds Inc. pursuant to Rules 15b1-1 and 15b3-1
under the Securities Exchange Act of 1934 (1934 Act
File No. 8-14172).
******EX-99.A(11) Code of Ethics
------------------------
* Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement of Morgan Stanley Dean Witter
Select Equity Trust Select 5 Industrial Portfolio 2000-2,
Registration No. 333-96215 and as filed as an exhibit to Dean
Witter Select Equity Trust, Select 5 Industrial Portfolio
98-1, Registration No. 333-41783.
** Filed herewith.
*** Previously filed.
**** Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement of Morgan Stanley Dean Witter
Select Equity Trust Select 5 Industrial Portfolio 2000-2,
Registration No. 333-96215.
***** Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement of Dean Witter Select Equity Trust,
Select 5 Industrial Portfolio 95-3, Registration No. 33-60121.
****** Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement of Morgan Stanley Dean
<PAGE>
Witter Select Equity Trust Strategic Growth Large-Cap
Portfolio 2000-2, Registration No. 333-33512.
