<PAGE>
File No.: 333-50786
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
REIT PORTFOLIO SERIES 2001-1
Investment Company Act No. 811-5065
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 REIT PORTFOLIO
SERIES 2001-1
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
<PAGE>
D. Name and complete address of agent for service:
MR. MICHAEL D. BROWNE
DEAN WITTER REYNOLDS INC.
Unit Trust Department
Two World Trade Center - 59th Floor
New York, New York 10048
Copy to:
KENNETH W. ORCE, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
E. Total and amount of securities being registered:
An indefinite number of Units of Beneficial Interest pursuant to
Rule 24f-2 promulgated under the Investment Company Act of 1940,
as amended
F. Proposed maximum offering price to the public of the securities
being registered:
Indefinite
G. Amount of filing fee:
N/A
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
Check box if it is proposed that this filing will become
/X/ effective immediately upon filing on January 10, 2001 pursuant to
Rule 487.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
REIT PORTFOLIO SERIES 2001-1
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of ) Introduction; Amendment and
Indenture ) 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 ) *
-------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
ITEM NUMBER HEADING IN PROSPECTUS
II. GENERAL DESCRIPTION OF THE
TRUST AND SECURITIES OF THE TRUST
10. General Information regarding )
Trust's Securities and Rights of )
Holders )
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer) )
(b) Type of Securities ) Administration of the
(Cumulative or ) Trust -Distribution
Distributive) )
(c) Rights of Holders as to ) Redemption; Public Offering
withdrawal or redemption ) of Units -
) Secondary Market
(d) Rights of Holders as to ) Public Offering of
conversion, transfer, ) Units - Secondary Market;
partial redemption and ) Exchange Option;
similar matters ) Redemption; Rights of
) Unit Holders -Certificates
(e) Lapses or defaults with ) *
respect to periodic payment )
plan certificates )
(f) Voting rights as to ) Rights of Unit Holders
Securities under the ) - Certain Limitations;
Indenture ) Amendment and Termination
) of the Indenture
(g) Notice to Holders as to )
change in: )
(1) Composition of assets ) Administration of the Trust
of Trust ) - Reports to Unit Holders;
) The Trust - Summary Description
) of the Portfolios
)
------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
ITEM NUMBER HEADING IN PROSPECTUS
(2) Terms and Conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of ) Amendment and Termination
Indenture ) of the Indenture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holders Consent )
required to change: )
(1) Composition of assets ) Amendment and Termination
of Trust ) of the Indenture
(2) Terms and conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of ) Amendment and Termination
Indenture ) of the Indenture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features of ) Cover of Prospectus;
the Trust's Securities ) Tax Status
11. Type of securities comprising ) The Trust - Summary Description
units ) of the Portfolios; Objectives
) and Securities Selection;
) The Trust - Special Considerations
12. Type of securities comprising ) *
periodic payment certificates )
13. (a) Load, fees, expenses, etc. ) Summary of Essential Information;
) Public Offering of Units - Public
) Offering Price; - Profit of
) Sponsor; - Volume Discount;
) Expenses and Charges
-----------------------
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
ITEM NUMBER HEADING IN PROSPECTUS
(b) Certain information ) *
regarding periodic payment )
certificates )
(c) Certain percentages ) Summary of Essential
) Information; Public Of-
) fering 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, ) Rights of Unit Holders -
expenses, etc. payable by ) Certificates
holders )
(f) Certain profits receivable ) Redemption - Purchase by the
by depositor, principal ) Sponsors of Units Tendered for
underwriters, trustee or ) Redemption
affiliated 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 ) Public Offering of Units -
from purchasers ) Profit of Sponsor
-------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
ITEM NUMBER HEADING IN PROSPECTUS
16. Acquisition and disposition of ) Introduction; Amendment and
underlying securities ) Termination of the 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 ) Administration of the Trust;
income ) Reinvestment Programs
(b) Reinvestment of ) Reinvestment Programs
distributions )
(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 ) Amendment and Termination of the
of the trust agreement ) Indenture; Sponsor - Limitation
) on Liability - Resignation;
) Trustee - Limitation on
) Liability - Resignation
21. Loans to security holders ) *
-------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
ITEM NUMBER HEADING IN PROSPECTUS
22. Limitations on liability of ) Sponsor, Trustee; Evaluator -
depositor, trustee, custodian, ) Limitation on Liability
etc. )
23. Bonding arrangements ) Included on Form N-8B-2
24. Other material provisions of the ) *
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 ) Included in Form N-8B-2
officials and affiliated persons )
of Depositor )
29. Voting securities of Depositor ) Included in Form N-8B-2
30. Persons controlling Depositor ) *
31. Compensation of Officers and ) *
Directors of Depositor )
32. Compensation of Directors of ) *
Depositor )
33. Compensation of employees of ) *
Depositor )
-------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
ITEM NUMBER HEADING IN PROSPECTUS
34. Remuneration of other persons ) *
for certain services rendered to )
trust )
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's ) Public Offering of Units -
securities by states ) 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 ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )
40. Certain fees received by ) Public Offering of Units -
principal underwriter ) Profit of Sponsor
41. (a) Business of principal ) Sponsor
underwriter )
(b) Branch offices of principal ) *
underwriter )
(c) Salesman of principal ) *
underwriter )
-------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
ITEM NUMBER HEADING IN PROSPECTUS
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 ) Public Offering of Units -
to certain persons ) Volume Discount; Exchange Option
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 ) See items 10(d), 44 and 46
underlying securities )
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
-------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
ITEM NUMBER HEADING IN PROSPECTUS
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
52. (a) Method of selecting and ) Introduction; Objectives and
eliminating securities ) Securities Selection; The Trust
from theTrust ) - Summary Description of the
) Portfolio; Sponsor
) - Responsibility
(b) Elimination of securities ) *
from the Trust
-------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
ITEM NUMBER HEADING IN PROSPECTUS
(c) Substitution and ) Introduction; Objectives and
elimination of securities ) Securities Selection; Sponsor -
from the Trust ) 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 ) Statement of Financial Condition
(Instruction 1(c) to Form S-6) )
-------------------
* Not applicable, answer negative or not required.
<PAGE>
MORGAN STANLEY DEAN WITTER
[LOGO] UNIT INVESTMENT TRUST
SELECT EQUITY TRUSTS
REIT PORTFOLIO SERIES 2001-1
-----------------------------------------------------------------------
(A Unit Investment Trust)
-----------------------------------------------------------------------------
Trust objectives: to provide current income and capital appreciation through an
investment for approximately 2 years in a fixed portfolio of securities issued
by publicly-traded real estate investment trusts ("REITs").
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 JANUARY 10, 2001
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
REIT PORTFOLIO SERIES 2001-1
AS OF JANUARY 9, 2001, THE INITIAL DATE OF DEPOSIT
<TABLE>
<S> <C>
Aggregate Value at the Evaluation Time of Securities in
Trust..................................................... $248,344.46
Number of Units(1).......................................... 25,060
Fractional Undivided Interest in the Trust Represented by
Each Unit................................................. 1/25,060
Public Offering Price Per 100 Units:
Value of Securities in the Trust........................ $ 987.67
Plus Value of Securities for Organization Costs(2)...... 3.33
-----------
Total Value of Securities............................... 991.00
Plus Sales Charge of 3.90% of Public Offering Price(3)
(3.935% of the amount invested in Securities).......... 39.00
Less Deferred Sales Charge per 100 Units................ (30.00)
-----------
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, $39.00 less than the Public Offering Price per
100 Units)(5)............................................. $ 961.00
===========
</TABLE>
<TABLE>
<S> <C>
Evaluation Time: Close of the market: 4:00 p.m., New York time.
Minimum Purchase: The minimum initial investment is $1,000 ($100 if the initial purchase is through an
IRA). The minimum subsequent investment is $100.
Distributions will be made on the Distribution Dates (monthly on the fifteenth day of each month
beginning February, 2001) to holders of record on the immediately preceeding Record Date (monthly on the
first day of each month beginning February, 2001).
The Mandatory Termination Date of the Trust is February 28, 2003, 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 January 15, 2003. During the 30 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 of all Portfolio Securities are
received by the Trust.
</TABLE>
i
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
------------------------
(1)The number of Units will increase as the Sponsor deposits additional
Securities into the Trust. See "Unit Creation--Deposit of Securities" in
Part B.
(2)Unit Holders will bear Organization Costs, which include the cost of
preparation and printing of the Indenture, Registration Statement and other
documents relating to the Trust, Federal and State registration fees and costs,
initial fees of the Trustee, and legal and auditing expenses. At the close of
the initial offering period, Securities will be sold or cash will be used to
reimburse the Sponsor for its advancements towards Organization Costs.
Organization Costs per Unit have been estimated based on a Trust with
$25 million of assets. If the assets of the Trust are less than that amount, the
Organization Costs per Unit are likely to be greater than the estimate shown.
(3)You will pay a maximum total sales charge of 3.90% 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 $30 per 100 Units from the total sales charge. On
the date of this Summary of Essential Information, the Initial Sales Charge is
$9.00 per 100 Units (0.9% of the Public Offering Price). The amount of the
Initial Sales Charge will change and may be more than $9.00 per 100 Units as the
value of the Securities changes after the Initial Date of Deposit. The Initial
Sales Charge is reduced if you purchase Units with a value of $50,000 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 on
each Deferred Sales Charge Payment Date (the last business day of each month,
over an 8 month period beginning April 30, 2001) in an amount equal to $4.00 per
100 Units in the first seven months and $2.00 per 100 Units in the eighth month.
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 ($30.00 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.
<TABLE>
<CAPTION>
AMOUNT PER
$1,000
INVESTMENT
IN 100
UNIT HOLDER TRANSACTION EXPENSES UNITS
-------------------------------- ----------
<S> <C> <C>
Initial Sales Charge Imposed on Purchase (a)................ 0.90%(a) $ 9.00
Deferred Sales Charge (a)................................... 3.00%(a) 30.00
----- ------
Maximum Sales Charge........................................ 3.90% $39.00
===== ======
ORGANIZATION COSTS.......................................... 0.333% $ 3.33
</TABLE>
<TABLE>
<S> <C> <C>
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS) (b)
Trustee's Fee including Estimated Expenses (c)............ 0.112% $ 1.12
Sponsor's Portfolio Supervision Fee (c)................... 0.025 0.25
Bookkeeping and Administrative Fees....................... -- --
Other Operating Expenses.................................. -- --
----- ------
Total................................................. 0.137% $ 1.37
===== ======
</TABLE>
iii
<PAGE>
FEE TABLE--(continued)
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE
EXPENSES PAID FOR
PERIOD
-------------------
1 YEAR 2 YEARS
-------- --------
<S> <C> <C>
An investor would pay the following expenses on a $10,000
investment, assuming an estimated operating expense ratio
and organization cost of 0.470% and a 5% annual return on
the investment throughout the periods...................... $437 $786
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.
</TABLE>
-------------------
(a) The Initial Sales Charge is actually the difference between 3.90% and the
Deferred Sales Charge of $30.00 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 on each Deferred Sales Charge Payment
Date, in an amount equal to $4.00 per 100 Units in the first seven months
and $2.00 per 100 Units in the eighth month, 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 3.00%; if the Unit
purchase price is less than $1000 per 100 Units, the Deferred Sales Charge
will exceed 3.00%.
(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 be sufficient to pay the estimated expenses
of the Trust. See: "Expenses and Charges". In addition to the Trustee's
fee, brokerage costs which the Trust will pay to purchase Securities are
currently estimated at $1.00 per 100 Units.
iv
<PAGE>
SUMMARY OF ESSENTIAL
INFORMATION--(continued)
INVESTMENT NAME AND STRUCTURE: The Morgan Stanley Dean Witter Select Equity
Trust REIT Portfolio Series 2001-1 (the "Trust")--a unit investment trust
composed of a fixed portfolio of publicly-traded common stocks and common shares
of beneficial interest issued by publicly traded REITs or contracts to purchase
those stocks (the "Securities").
OBJECTIVES: To provide current income and capital appreciation by an
investment in the Securities, selected as of January 9, 2001. There is, however,
no guarantee that the Trust will achieve its objectives.
TRUST SECURITIES: The Sponsor selected the Securities of the Portfolio from
the Morgan Stanley Dean Witter Global Equity Research REIT stock universe of
Equity REITs. The Sponsor utilized a rule-based formula that it developed. The
formula primarily reflects, among other things, the following criteria, as of
January 9, 2001:
- eliminate stocks that do not pay a dividend;
- current stock rating must be either Strong Buy, Out-perform or Neutral;
- annual dividend payment is not more than a pre-determined percentage of
the current estimate for Funds From Operations ("FFO");
- stock has a positive trend for FFO; and
- the portfolio must represent at least five asset classes of REIT stocks,
such as offices, apartments, hotels, etc.
The Sponsor then ranked the remaining stocks from highest to lowest dividend
yield and chose the top 29 dividend yielding stocks to comprise the Portfolio.
The Portfolio is generally equally-weighted, although there may be certain
variations based on market factors, including average daily trading volume. See
the "Schedule of Portfolio Securities" for specific share weighting of each
Security in the Portfolio as of the Initial Date of Deposit. There is no
guarantee that the above criteria will meet the objectives of the Trust.
MSDW Research currently rates stocks, in the order of highest rating
category to the lowest, as follows:
- Strong Buy,
- Outperform,
- Neutral, and
- Underperform.
The Securities that the Sponsor selected for the Portfolio were rated either
Strong Buy, Outperform or Neutral on the Initial Date of Deposit. The MSDW
Global Equity Research Department of Morgan Stanley & Co. Incorporated, which is
an affiliate of the Sponsor, had no role in the selection of the Portfolio.
The Sponsor applied the above criteria to the Securities it selected for
inclusion in the Trust Portfolio as of January 9, 2001. Assigning research
ratings to individual stocks is an ongoing process, and ratings change as
research analysts deem appropriate. Thus, ratings can change at any time and you
should expect them to change during the life of the Trust. Also, analysts make
research ratings without taking into account any particular investor, portfolio
or time horizon. Ratings do not reflect any specified "allocations" of
companies, by industry or sector.
REITs generally have interests in income-producing real estate. There are
two principal types of REITs:
- Equity REITs, which primarily hold real estate and benefit from the
underlying net rental income that the properties generate, and
- Mortgage REITs, which primarily hold mortgages which are secured by real
estate assets and benefit predominantly from the difference between the
interest income on the mortgage loans and the interest expense on the
capital used to finance the loans.
Hybrid REITs, a third type, combine the investment strategies of the Equity
REITs and the Mortgage REITs.
Equity REITs emphasize direct property investment and hold their invested
assets primarily in the ownership of real estate or other equity interests. The
objective of an Equity REIT, which all of the Trust's Securities consist of, is
to purchase income-producing real estate properties in order to generate cash
flow from rental income and a gradual asset
v
<PAGE>
appreciation. They typically invest in properties such as office, retail,
industrial, hotel, parking facilities, apartment buildings and health care
facilities.
To qualify for special tax treatment under the federal income tax law, a
REIT must conform to certain requirements of the Internal Revenue Code.
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 stocks
issued by Equity REITs in the asset classes set forth below*:
<TABLE>
<CAPTION>
APPROXIMATE
PERCENTAGE OF
AGGREGATE MARKET
ASSET CLASS VALUE OF TRUST
----------- ----------------
<S> <C>
Office..................... 17.30%
Apartment/Multifamily...... 20.64
Regional Mall.............. 17.33
Shopping Center............ 6.88
Industrial................. 13.78
Hotel...................... 13.73
Self storage............... 6.89
Triple Net Lease........... 3.46
</TABLE>
* As of Initial Date of Deposit, subject to future change.
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, and
- dividends may fluctuate or not be paid at any time.
Your risk is increased because the portfolio is concentrated in stocks of
REIT issuers.
Investors should also be aware that the value of the underlying Securities
in the Portfolio may fluctuate in accordance with changes in the value of common
stocks in general. Equity markets have been at historically high levels and we
cannot assure that these levels will continue.
The Trust Portfolio is an unmanaged fixed portfolio. The Securities listed
in the Schedule of Portfolio Securities are expected to be held for the life of
the Trust, regardless of any changes in yields or ratings. After the Portfolio
is selected any of the Securities may no longer meet the criteria for initial
inclusion in the Trust and may not be among the highest yielding REIT stocks
that MSDW Research rated Strong Buy, Outperform or Neutral, and MSDW Research
may downgrade or remove the ratings of any of the Securities. If another firm
assigned any ratings to the Securities, that firm may downgrade or remove the
rating. This action may have an adverse effect on the Securities. However, none
of these events will cause the removal of any Securities from the Trust's fixed
portfolio.
The Securities may appreciate or depreciate in value, or pay dividends,
depending on:
- economic, regulatory and market influences affecting corporate
profitability and stock performance,
- the strength or weakness of the market for commercial real estate,
- the financial condition of issuers,
- prices of equity securities in general and prices of REIT securities and
specifically the Securities in the Trust.
The Securities' dividends may decrease or end at any time, and dividend
yield (the annual dividend per share divided by the price per share) for a
Security would likely decline if dividends decrease. Therefore, we can give no
assurance that the Trust will achieve its objectives. The Securities, and hence
the Units, may be unsuitable for investors like you depending on your specific
investment objectives and financial position. The Trust is not appropriate if
you seek capital preservation. Past performance does not guarantee future
results. The price of, and income from, the Securities (and therefore the Units)
may rise or fall. If and when a Unit Holder redeems or sells Units, the Units
may be worth more or less than he paid for them.
vi
<PAGE>
Many factors can have an adverse impact on the performance of a particular
REIT, including its cash available for distribution, the credit quality of a
particular REIT or the real estate industry generally.
The success of REITs depends on various factors, including the occupancy and
rent levels, appreciation of the underlying property and the ability to raise
rents on those properties. Economic recession, overbuilding, tax law changes,
higher interest rates or excessive speculation can all negatively impact REITs.
Currently, many REITs are finding it more difficult to acquire real
property. This may negatively affect future earnings and share prices.
Risks associated with the direct ownership of real estate include, among
other factors,
- general U.S. and global as well as local economic conditions,
- decline in real estate values,
- the financial health of tenants,
- overbuilding and increased competition for tenants,
- oversupply of properties for sale,
- changing demographics,
- changes in interest rates,
- changes in government regulations,
- faulty construction,
- regulatory and judicial requirements, including relating to liability for
environmental hazards,
- changes in neighborhood values and buyer demand and
- the unavailability of construction financing or mortgage loans at rates
acceptable to developers.
Variations in rental income and space availability and vacancy rates in
terms of supply and demand are additional factors affecting real estate
generally and REITs in particular.
You should also be aware that REITs may not be diversified and are subject
to the risks of financing projects. The real estate industry may be cyclical,
and, if the Trust acquires REIT Securities at or near the top of the cycle,
there is increased risk of a decline in value of the REIT Securities during the
life of the Trust. The recent increased demand for certain types of real estate
may have inflated the value of real estate. This may increase the risk of a
substantial decline in the value of such real estate and increase the risk of a
decline in the value of the Securities and therefore the value of the Units.
REITs are also subject to defaults by borrowers and the market's perception of
the REIT industry generally.
Because of their structure, and the legal requirement that they distribute
at least 90% of their taxable income to shareholders annually (95% for taxable
years beginning before January 1, 2001), REITs require frequent amounts of new
funding, through both borrowing money and issuing stock. Thus, REITs
historically have frequently issued substantial amounts of new equity shares (or
equivalents) to purchase or build new properties. This may have adversely
affected REIT equity share market prices. Both existing and new share issuances
may have an adverse effect on these prices in the future, especially when REITs
continue to issue stock when real estate prices are relatively high and stock
prices are relatively low.
The Sponsor is unable to predict the extent to which REIT issuers will issue
new equity shares or equivalents in the future. Any new issuances and
transactions could negatively affect REIT equity share prices, including those
shares that the Trust holds.
Some REITs in the Trust may be structured as UPREITs. An UPREIT owns an
interest in a partnership that owns real estate. This can result in a potential
conflict of interest between (1) shareholders of the REIT who may want to sell
an asset and (2) other partnership interest holders who would be subject to tax
liability if the REIT sells the property. In some cases, REITs have entered into
"no sell" agreements, which are designed to avoid taxing the holders of
partnership units by preventing the REIT from selling the property. This
arrangement may mean that the REIT would refuse a lucrative offer for an asset
or be forced to hold on to a poor asset. Since parties to "no sell" agreements
often do not disclose them, the Sponsor does not know whether any of the REITs
in the Trust have entered into this kind of arrangement.
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
vii
<PAGE>
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.
Additional Risk Factors. See also notes to "Schedule of Portfolio
Securities" and "The Trust--Risk Factors" in Part B.
DISTRIBUTION: The Trustee will distribute net income on each Distribution
Date to holders of record on the immediately preceding Record Date as set forth
on page i above. If Securities are sold and the sales proceeds are not used to
redeem Units, the sales proceeds will be distributed to Unit Holders. Upon
termination of the Trust, the Trustee will distribute to each Unit Holder of
record his 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").
The Sponsor anticipates that dividends from the Securities will be
sufficient to:
- pay expenses of the Trust and
- after paying expenses, make the periodic net income distributions to Unit
Holders.
This expectation is based on the last dividend actually paid by the
companies included in the Schedule of Portfolio Securities. (See: "Expenses and
Charges" and "Administration of the Trust--Distribution".)
PUBLIC OFFERING PRICE: The Public Offering Price per 100 Units is computed
after receipt of a purchase order on the basis of
- the total value of the underlying Securities and
- cash held by the Trust.
The assets are reduced by Trust expenses and liabilities and then divided by
the number of Units outstanding times 100. A sales charge is then added. Further
details can be found on pages i and ii above, particularly footnote 3. (See
"Public Offering of Units--Public Offering Price".)
Unit Holders acquiring units in any future series through an exchange or
rollover of units of a previous series of the Trust 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
total 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 2 years after the
Initial Date of Deposit regardless of market conditions at that time. The Trust
will then liquidate; generally over a 30 business day period. Unit Holders may
elect to receive shares in-kind. Cash held upon this sale of Securities will be
held uninvested in non-interest bearing accounts created by the Indenture until
distributed pro rata to Unit Holders on or about March 7, 2003. 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 the sale, the sales of Securities from the Trust may
tend to depress the market prices of these Securities and hence the value of the
Units, thus
viii
<PAGE>
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 the Discretionary Liquidation Amount
set forth under "Administration of the Trust--Termination."
ix
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
REIT PORTFOLIO SERIES 2001-1
We have audited the accompanying statement of financial condition of the
Morgan Stanley Dean Witter Select Equity Trust REIT Portfolio Series 2001-1,
including the schedule of portfolio securities, as of January 9, 2001. 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 and schedule of portfolio securities as of January 9, 2001, 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 financial statement referred to above presents fairly,
in all material respects, the financial position of the Morgan Stanley Dean
Witter Select Equity Trust REIT Portfolio Series 2001-1 as of January 9, 2001,
in accordance with accounting principles generally accepted in the United States
of America.
GRANT THORNTON LLP
Chicago, Illinois
January 9, 2001
x
<PAGE>
STATEMENT OF FINANCIAL CONDITION
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
REIT PORTFOLIO SERIES 2001-1
INITIAL DATE OF DEPOSIT, JANUARY 9, 2001
<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's Contracts to purchase underlying Securities
backed by an irrevocable letter of credit (a)(b)....... $248,344.46
-----------
Total................................................. $248,344.46
===========
LIABILITIES AND INTEREST OF UNIT HOLDERS
Liabilities
Deferred portion of sales charge (c).................. $ 7,518.00
Organization Costs (b)................................ 834.50
-----------
Subtotal.............................................. 8,352.50
-----------
Interest of Unit Holders--
Units of fractional undivided interest outstanding:
Cost to investors (d)................................. 250,599.20
Less: Gross underwriting commissions (e).............. (9,772.74)
Less: Organization Costs (b).......................... (834.50)
-----------
Net amount applicable to investors...................... 239,991.96
-----------
Total................................................. $248,344.46
===========
</TABLE>
xi
<PAGE>
------------------------
(a) The aggregate value of the Securities represented by Contracts to Purchase
listed under "Schedule of Portfolio Securities" and their cost to the Trust
are the same. The value is determined by the Trustee 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 $25 million. To
the extent the assets of the Trust are less than $25 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
April 30, 2001, through October 31, 2001 and $2.00 per 100 Units on
November 30, 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 November 30,
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 3.90% of the Public Offering Price per
100 Units is computed on the basis set forth under "Public Offering of
Units--Public Offering Price".
xii
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
REIT PORTFOLIO SERIES 2001-1
ON INITIAL DATE OF DEPOSIT, JANUARY 9, 2001
<TABLE>
<CAPTION>
CURRENT PROPORTIONATE PERCENTAGE
ANNUAL RELATIONSHIP OF AGGREGATE
PORTFOLIO DIVIDEND PER DIVIDEND NUMBER OF BETWEEN NO. MARKET VALUE
NO. NAME OF ISSUER SHARE (1) YIELD (2) SHARES OF SHARES OF TRUST
--- -------------- ------------ --------- ------ --------- ------------
<C> <S> <C> <C> <C> <C> <C>
1. AMB Property Corporation $ 1.48 5.98% 346 3.23% 3.45%
2. Apartment Investment & Management
Company 2.80 5.86 179 1.67 3.44
3. Archstone Communities Trust 1.64 6.56 340 3.17 3.42
4. Arden Realty, Inc. 1.86 7.71 355 3.31 3.45
5. Developers Diversified Realty
Corporation 1.44 10.72 633 5.90 3.43
6. Duke-Weeks Realty Corporation 1.72 7.02 349 3.25 3.44
7. Equity Office Properties Trust 1.80 5.74 272 2.54 3.44
8. Equity Residential Properties Trust 3.26 6.17 161 1.50 3.42
9. FelCor Lodging Trust, Inc. 2.20 9.59 371 3.46 3.43
10. Gables Residential Trust 2.27 8.09 304 2.84 3.44
11. General Growth Properties, Inc. 2.12 5.71 231 2.15 3.45
12. Highwoods Properties, Inc. 2.28 9.17 346 3.23 3.47
13. Host Marriott Corporation 1.04 7.85 642 5.99 3.43
14. LaSalle Hotel Properties 1.54 9.55 532 4.96 3.45
15. Liberty Property Trust 2.28 8.33 312 2.91 3.44
16. Mills Corporation 2.07 11.54 476 4.44 3.44
17. National Golf Properties, Inc. 1.84 8.16 381 3.55 3.46
18. ProLogis Trust 1.38 6.27 389 3.63 3.45
19. PS Business Parks, Inc. 1.00 3.60 314 2.93 3.51
20. Public Storage, Inc. 0.88 3.52 342 3.19 3.44
21. Regency Realty Corporation 1.92 8.37 374 3.49 3.45
22. Rouse Company 1.32 4.90 318 2.97 3.45
23. Simon Property Group, Inc. 2.02 8.02 342 3.19 3.47
24. Spieker Properties, Inc. 2.80 5.64 172 1.60 3.44
25. Starwood Hotels & Resorts
Worldwide, Inc. 0.69 1.84 227 2.12 3.42
26. Storage USA, Inc. 2.76 8.69 270 2.52 3.45
27. Summit Properties, Inc. 1.75 7.12 350 3.26 3.46
28. United Dominion Realty Trust, Inc. 1.07 9.73 779 7.26 3.45
29. Westfield America, Inc. 1.48 10.43 616 5.74 3.52
------
10,723
======
<CAPTION>
MARKET COST OF
PORTFOLIO VALUE SECURITIES
NO. PER SHARE TO TRUST (3)
--- --------- ------------
<C> <C> <C>
1. $24.7500 $ 8,563.50
2.
47.7500 8,547.25
3. 25.0000 8,500.00
4. 24.1250 8,564.38
5.
13.4375 8,505.94
6. 24.5000 8,550.50
7. 31.3750 8,534.00
8. 52.8125 8,502.81
9. 22.9375 8,509.81
10. 28.0625 8,531.00
11. 37.1250 8,575.88
12. 24.8750 8,606.75
13. 13.2500 8,506.50
14. 16.1250 8,578.50
15. 27.3750 8,541.00
16. 17.9375 8,538.25
17. 22.5625 8,596.31
18. 22.0000 8,558.00
19. 27.7500 8,713.50
20. 25.0000 8,550.00
21. 22.9375 8,578.63
22. 26.9375 8,566.13
23. 25.1875 8,614.13
24. 49.6250 8,535.50
25.
37.4375 8,498.31
26. 31.7500 8,572.50
27. 24.5625 8,596.88
28. 11.0000 8,569.00
29. 14.1875 8,739.50
-----------
$248,344.46
===========
</TABLE>
------------------------
(1) Based on the latest quarterly or semiannual declaration. There can be no
assurance that future dividend payments, if any, will be maintained in an
amount equal to the dividend listed above.
xiii
<PAGE>
(2) Each dividend yield represents annual dividend per share divided by price
per share as of January 9, 2001, and is subject to change based on changes
in share price as well as changes in dividend.
(3) All Securities are represented entirely by contracts to purchase entered
into on January 9, 2001. 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
January 9, 2001. The aggregate purchase price to the Sponsor for the
Securities deposited in the Trust is $248,666.15. The Sponsor had a loss on
the Initial Date of Deposit of $321.69.
CONFLICT 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 its 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.
xiv
<PAGE>
<TABLE>
<S> <C>
AMB PROPERTY CORPORATION............. Acquires and operates industrial properties throughout the
United States. AMB's property portfolio is located in major
distribution markets near airports, seaports, and freeway
systems.
APARTMENT INVESTMENT & MANAGEMENT
COMPANY.............................. A self-administered and self-managed real estate investment
trust, owns a geographically diversified portfolio of
multifamily apartment properties, primarily in the middle
market. Some income is also derived from property
management for third parties and affiliates.
ARCHSTONE COMMUNITIES TRUST.......... Self-administered equity real estate investment trust. The
trust develops, redevelops, acquires, operates, and owns
apartment communities in markets and sub-markets with high
barriers to entry across the United States.
ARDEN REALTY, INC.................... A real estate investment trust owns, acquires, manages,
renovates, operates, and leases commercial office properties
in Southern California. The company operates through its
controlling interest in Arden Realty Limited Partnership.
DEVELOPERS DIVERSIFIED REALTY
CORPORATION.......................... This company acquires, develops, re-develops, owns, leases
and manages real estate properties throughout eastern and
midwestern states. The properties include shopping centers
(community/neighborhood shopping centers, power centers and
mini-malls), business centers (offices, light industrial
buildings, warehouses and research spaces) and undeveloped
land.
DUKE-WEEKS REALTY CORPORATION........ A real estate investment trust that owns interests in a
diversified portfolio of industrial, office, and retail
properties. The properties are primarily located in
midwestern cities. Duke-Weeks also provides leasing,
property and asset management, acquisition, development,
construction, build-to-suit, and other related services.
EQUITY OFFICE PROPERTIES TRUST....... A real estate investment trust that owns and manages office
properties. The trust has a portfolio of buildings located
in various states across the United States. Equity Office
provides a wide range of office space for local, regional,
and national customers.
EQUITY RESIDENTIAL PROPERTIES
TRUST................................ A self-administered and self-managed real estate investment
trust, owns and operates multifamily properties containing
apartment units. Its properties are located throughout the
United States. The company also has property partnership
interests and investments in subordinated mortgages
(collateralized by properties).
FELCOR LODGING TRUST INC............. A real estate investment trust focusing on upscale and full
service hotels. The company owns Embassy Suites, Crowne
Plaza, Holiday Inn, and Doubletree branded hotels. Other
hotel brands include Sheraton Suites, Sheraton, and Westin.
FelCor's hotels are located in the United States and
Canada, with more than 50% of the hotels in Texas,
California, and Florida.
</TABLE>
xv
<PAGE>
<TABLE>
<S> <C>
GABLES RESIDENTIAL TRUST............. A self-administered and self-managed real estate investment
trust owns, manages and develops multifamily apartment
communities in the Southeastern and Southwestern United
States.
GENERAL GROWTH PROPERTIES, INC....... A real estate investment trust that owns, operates, leases,
acquires and expands enclosed regional shopping mall centers
throughout the United States. The REIT, with its operating
partnership also has unconsolidated equity interests in
other regional mall companies.
HIGHWOODS PROPERTIES, INC............ The company, with its operating partnership and
subsidiaries, develops, manages, leases and acquires
suburban office and industrial properties. Highwoods has
expanded into markets throughout the southeastern and
midwestern United States.
HOST MARRIOTT CORPORATION............ A real estate company which owns or holds controlling
interests in upscale and luxury full-service hotel lodging
properties. The company operates under the Marriott, Ritz
Carlton, Four Seasons, Hyatt, and Swissotel brand names.
LASALLE HOTEL PROPERTIES............. A real estate investment trust focusing primarily on luxury
and upscale full service hotels diversified by location in
convention, resort, and business oriented markets. The
company's hotels include Le Meridien, Marriott, Radisson,
Hyatt and Holiday Inn.
LIBERTY PROPERTY TRUST............... A real estate investment trust which owns suburban office
and industrial properties. The company operates through its
Liberty Property Limited Partnership subsidiary.
MILLS CORPORATION.................... A real estate investment trust. The company owns, develops,
leases, manages, and markets a portfolio of properties
consisting of super-regional retail and
entertainment-oriented centers under the Mills and Block
names. Mills also owns community shopping centers.
NATIONAL GOLF PROPERTIES, INC........ A self administered real estate investment trust which,
through its operating partnership, owns golf course
properties.
PROLOGIS TRUST....................... A real estate investment trust that engages in the
acquisition, development, marketing, leasing, and long term
ownership of industrial distribution facilities, and the
development of master-planned distribution parks and
corporate distribution facilities for its customers.
PS BUSINESS PARKS, INC............... A self-advised and self-managed real estate investment trust
that acquires, develops, owns and operates commercial
properties, primarily multi-tenant office industrial or
"flex" space. The company is the sole general partner of PS
Business Parks, L.P. through which the Company conducts
most of its activities.
PUBLIC STORAGE, INC.................. A real estate investment trust that invests primarily in
existing mini-warehouses, self-service facilities which
offer storage space for personal and business use. The
company also acquires properties for other commercial and
industrial uses. Most of the properties operate under the
Public Storage name in metropolitan areas throughout the
United States.
</TABLE>
xvi
<PAGE>
<TABLE>
<S> <C>
REGENCY REALTY CORPORATION........... A self-administered and self-managed REIT which owns,
operates and develops grocery anchored neighborhood and
community shopping centers in targeted "infill" markets in
the eastern half of the United States. (Infill refers to
shopping centers within a targeted investment market
offering sustainable competitive advantages, i.e., zoning,
development restrictions.)
ROUSE COMPANY........................ Through its subsidiaries and affiliates, owns, manages,
acquires and develops income-producing and other real estate
in the United States. Properties include retail centers,
office buildings, mixed-use projects, community retail
centers, hotels and the management of a retail center in
Canada. In addition, Rouse develops and sells land to
developers in MD and NV.
SIMON PROPERTY GROUP, INC............ A self-administered and self-managed, paired-share real
estate investment trust. The company is engaged primarily in
the ownership, operation, management, leasing, acquisition,
expansion and development of real estate properties,
primarily regional malls and community shopping centers.
SPIEKER PROPERTIES, INC.............. A real estate investment trust that owns and operates
suburban commercial property in California and the Pacific
Northwest. The company's principal objective is to acquire,
develop, and manage office and industrial properties in
selected western United States markets.
STARWOOD HOTELS & RESORTS WORLDWIDE,
INC.................................. Owns, manages, and franchises hotels throughout the world.
The company operates hotels under the Westin, Sheraton,
St. Regis/Luxury Collection, Four Points, and W brands.
Starwood also develops and operates vacation interval
ownership resorts.
STORAGE USA, INC..................... A real estate investment trust that manages, acquires,
develops, constructs and franchises self-storage facilities.
The company operates throughout the U.S.
SUMMIT PROPERTIES, INC............... A self-administered real estate investment trust that
designs, develops and manages luxury apartment communities
located in the southeastern, southwestern and mid-atlantic
United States. The company's business is conducted
principally through Summit Properties Partnership L.P., of
which the Company is the General Partner.
UNITED DOMINION REALTY TRUST, INC.... A self-administered real estate investment trust. The
company owns, operates and develops apartment communities
located nationwide.
WESTFIELD AMERICA, INC............... A real estate investment trust which owns, operates, leases,
develops, redevelops and acquires super regional and
regional retail shopping centers located primarily in major
metropolitan areas in the United States. The company
conducts its business through its divisions, wholly-owned
subsidiaries and affiliates.
</TABLE>
xvii
<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
OBJECTIVES AND SECURITIES SELECTION
The objectives of the Trust are:
- current income, and
- capital appreciation through an investment in a fixed diversified
portfolio of Securities.
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 objectives.
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 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. References to
common stock in this Prospectus include common shares of a REIT organized as a
Trust.
<PAGE>
The Portfolio is comprised of shares of REITs that the Sponsor believes
offer an opportunity for (1) current income and (2) capital appreciation during
the life of the Trust. You should carefully review the Portfolio and the
objectives of the Trust, as well as consider your ability to assume the risks
involved, before investing in the Trust.
REITs are structured as either corporations or business trusts. REITs will
not be subject to corporate income taxes if the REIT satisfies the applicable
requirements of the Internal Revenue Code. The major tests for the tax-qualified
status are that the REIT must
- be managed by one or more trustees or directors,
- issue shares that are transferable,
- have at least 100 shareholders,
- during the last half of each taxable year have no more than 50% (by value)
of its outstanding equity held (actually or by attribution) by five or
fewer individuals,
- invest substantially all of its capital in real estate assets and derive
substantially all of its gross income from real estate related assets and
- distribute at least 90% of its taxable income (95% for taxable years
beginning before January 1, 2001), subject to certain adjustments and
without regard to any net capital gains, to its shareholders each year.
The Securities that the Sponsor deposited in the Trust on the Initial Date
of Deposit consist entirely of interests in REITs as set forth in Part A. There
are two principal types of REITs:
- Equity REITs, which typically hold primarily real estate and benefit from
the underlying net rental income generated from the properties, and
- Mortgage REITs, which typically hold primarily mortgages secured by real
estate assets and benefit predominantly from the difference between
(1) the interest income on the mortgage loans and (2) the interest expense
on the capital used to finance the loans.
A third type, Hybrid REITs, combines the investment strategies of the Equity
REITs and the Mortgage REITs.
In addition to being classified according to investment type, REITs may be
categorized further in terms of their specialization by
(1) property type
- retail,
- multifamily,
- industrial,
- office, etc., or
(2) geographic focus
- nationwide,
- regional or
- metropolitan area
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REITs may be additionally stratified within certain product types. For example,
the retail sector includes categories such as factory outlets, community
centers, and regional malls.
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 objectives 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,
- conditions in the real estate industry,
- market conditions and value of common stock, generally.
Common stocks are susceptible to general stock market movements and to
volatile and unpredictable increases and decreases in value as market confidence
in and perceptions of the issuers change from time to time. Investors base these
perceptions upon such factors as:
- expectations regarding domestic and foreign economic, monetary and fiscal
policies;
- inflation and interest rates;
- currency exchange rates, economic expansion or contraction; and
- global or regional political, economic or banking conditions.
The Sponsor cannot predict the direction or scope of any of these factors.
Additionally, equity markets have recently been at historically high levels and
we cannot give any assurance that these levels will continue. The Trust holds
stocks whose prices may rise and fall more than the prices of other stocks do.
The buying and selling of the Securities on behalf of the Trust to create
Units or to satisfy redemptions of Units may affect the value of the underlying
Securities and the Units. The publication of the list of the Securities selected
for the Trust may also cause increased buying activity in some of the REITs
comprising the Portfolio. This buying activity in the stock of these REITs prior
to the Trust's purchase of the Securities may cause the Trust to purchase the
REITs at a higher price than those buyers who purchase REIT shares prior to the
purchases by the Trust.
The Trust and/or other unit investment trusts may own a substantial amount
of the shares of a REIT. The sale proceeds of Securities during the life of the
Trust and particularly at the termination of the Trust may suffer as a result of
the disposition of REIT shares by other unit investment trusts.
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The Trust will consist entirely of shares issued by REITs, domestic
corporations or business trusts which invest primarily in income producing real
estate or real estate related loans or mortgages. Thus, an investment in the
Trust will be subject to risks similar to those associated with the direct
ownership of real estate, in addition to securities markets risks, because of
the Trust's policy of concentration in the securities of companies in the real
estate industry. These risks include
- declines in the value of real estate,
- illiquidity of real property investments,
- risks related to general U.S. and global as well as local economic
conditions,
- dependency on management skill,
- heavy cash flow dependency,
- possible lack of availability of mortgage funds,
- excessive levels of debt or overleveraged financial structure,
- overbuilding,
- extended vacancies of properties,
- increase in competition,
- increases in property taxes and operating expenses,
- changes in zoning laws,
- losses due to costs resulting from the clean-up of environmental problems,
- liability to third parties for damages resulting from environmental
problems,
- casualty or condemnation losses,
- economic or regulatory impediments to raising rents,
- changes in neighborhood values and buyer demand,
- changes in the appeal of properties to tenants, and
- changes in interest rates.
In addition to these risks, Equity REITs may be more likely to be affected
by changes in the value of the underlying property owned by the trusts. Further,
REITs are dependent upon the management skills of the issuers and generally may
not be diversified.
The above factors may also adversely affect a borrower's or lessee's ability
to meet its obligations to the REIT. In the event of a default by a borrower or
lessee, the REIT may experience delays in enforcing its rights as a mortgagee or
lessor and may incur substantial costs associated with protecting its
investments.
REITs are financial vehicles that have as their objective the pooling of
capital from a number of investors in order to participate directly in real
estate ownership or financing. REITs may be self-managed or managed by separate
advisory companies for a fee which is ordinarily based on a percentage of the
assets of the REIT in addition to reimbursement of operating expenses. Since the
Trust will consist entirely of shares issued by REITs, an investment in the
Trust will be subject to varying degrees of risk related to the
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ownership of real property. In addition to securities market risks, such an
investment will also involve more risk than a portfolio of common stocks that is
not concentrated in a particular industry or group of industries.* The
underlying value of the Trust's Securities and the Trust's ability to make
distributions to its Unit Holders may suffer from:
- adverse changes in national economic conditions,
- adverse changes in local market conditions,
- increased competition from other properties,
- obsolescence of property,
- changes in availability, cost and terms of mortgage funds,
- the impact of present or future environmental legislation and compliance
with environmental laws,
- the ongoing need for capital improvements, particularly in older
properties,
- changes in real estate tax rates and other operating expenses,
- regulatory and economic impediments to raising rents,
- adverse changes in governmental rules and fiscal policies,
- dependency on management skills,
- civil unrest,
- acts of God, including earthquakes and other natural disasters, which may
result in uninsured losses,
- acts of war,
- adverse changes in zoning laws, and
- other factors which are beyond the control of the issuers of the REITs in
the Trust.
The value of the REITs may at times be particularly sensitive to devaluation due
to rising interest rates.
A significant amount of the assets of a REIT may be invested in investments
in specific geographic areas or in specific property types, i.e., hotels,
shopping malls, residential complexes, and office buildings. The impact of
economic conditions on REITs also varies with geographic location and property
type. Variations in rental income and space availability and vacancy rates in
terms of supply and demand are additional factors affecting real estate
generally and REITs in particular. In addition, you should be aware that REITs
may not be diversified and are subject to the risks of financing projects. REITs
are also subject to
- defaults by borrowers,
- the market's perception of the REIT industry generally,
- the possibility of failing to qualify for tax-free pass-through of income
under the Internal Revenue Code, and
- the possibility of failing to maintain exemption from the Investment
Company Act of 1940.
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* A Trust is considered to be "concentrated" in a particular industry when the
Securities in that industry constitute 25% or more of the total asset value of
the portfolio.
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A default by a borrower or lessee may cause the REIT to experience delays in
enforcing its rights as mortgagee or lessor and to incur significant costs
related to protecting its investments.
UNINSURED LOSSES. A REIT generally maintains comprehensive insurance on
presently owned and subsequently acquired real property assets, including
(1) liability, (2) fire and (3) extended coverage. However, there are certain
types of losses, generally of a catastrophic nature, such as earthquakes and
floods, that may be uninsurable or not economically insurable, as to which the
REIT's properties are at risk in their particular locales. The management of a
REIT uses its discretion in determining (1) amounts, (2) coverage limits and
(3) deductibility provisions of insurance. They aim to acquire appropriate
insurance on their investments at reasonable costs and on suitable terms. This
may result in insurance coverage that, in the event of a substantial loss, would
not be sufficient to pay the full current market value or current replacement
cost of the lost investment. Inflation, changes in building codes and
ordinances, environmental considerations, and several other factors might make
it unfeasible to use insurance proceeds to replace a facility after it has been
damaged or destroyed. Under such circumstances, the insurance proceeds that
REITs receive might not be adequate to restore its economic position with
respect to that property.
ENVIRONMENTAL LIABILITY. Under various federal, state, and local
environmental laws, ordinances and regulations, a current or previous owner or
operator of real property may be liable for the costs of removal or remediation
of hazardous or toxic substances on, under or in such property. Such laws often
impose liability (1) whether or not the owner or operator caused or knew of the
presence of the hazardous or toxic substances and (2) whether or not the storage
of the substances was in violation of a tenant's lease. In addition, (1) the
presence of hazardous or toxic substances, or (2) the failure to remediate the
property properly, may hinder the owner's ability to borrow using that real
property as collateral. We can not give any assurance that one or more of the
REITs in the Trust may not be currently liable or potentially liable for any of
these costs in connection with real estate assets they presently own or
subsequently acquire while the shares of those REITs are held in the Trust.
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.
We can give no assurance that the Trust will effectively achieve its
objectives over its life. We can likewise give no assurance that future
portfolios selected using the same methodology as the Trust will meet their
objectives. The Trust is not designed to be a complete 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, the 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.
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By contrast, holders of preferred stocks have the right to receive dividends
at a fixed rate when and as declared by the issuer's board of directors. This
right is normally on a cumulative basis. Holders of preferred stocks do not
ordinarily participate in other amounts available for distribution by the
issuing corporation. Issuing corporations must pay cumulative preferred stock
dividends before common stock dividends.
Any cumulative preferred stock dividend omitted is added to future dividends
payable to the holders of such cumulative preferred stock. Preferred stocks also
have rights on liquidation which are senior to those of common stocks. For these
reasons, preferred stocks entail less risk than common stocks. However, neither
preferred nor common stocks represent an obligation or liability of the issuer.
Therefore, they do not offer any assurance of income or provide the degree of
protection of capital of debt securities.
The issuance of debt securities, as compared with both preferred and common
stock, will create prior claims for payment of principal and interest in the
case of debt securities. The issuance of preferred stock, as compared with
common stock, will create prior claims for payment of dividends and liquidation
preferences in the case of preferred stock. These prior claims could adversely
affect (1) the ability and inclination of the issuer to declare or pay dividends
on its common stock or (2) the rights of holders of common stock with respect to
assets of the issuer upon liquidation or bankruptcy. Further, common stocks lack
a fixed principal amount and a maturity date but have values which are subject
to market fluctuations for as long as the common stocks remain outstanding.
Common stocks are thus unlike debt securities which typically have a stated
principal amount payable at maturity. Additionally, market timing and volume
trading will also affect the underlying value of Securities, including the
Sponsor's buying of additional Securities and the Trust's selling of Securities
during the Liquidation Period.
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.
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 over seven months and $2.00
per 100 Units in the eighth month to pay the Deferred Sales Charge. The Trust
will distribute the proceeds of sale to the Sponsor. As the Trust sells
Securities to pay the Deferred Sales Charge the Trust's assets will be reduced
and income per Unit may be reduced.
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. Changing approaches to regulation, particularly with
respect to the environment or with respect to the real estate industry, may have
a negative impact on certain
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companies represented in the Portfolio. There can be no assurance that future
litigation, legislation, regulation or deregulation will not have a material
adverse effect on the Portfolio or will not impact the ability of the issuers of
the Securities to achieve their business goals.
UNIT CREATION--DEPOSIT OF SECURITIES
On the date that the Trust was created, the Sponsor deposited with the
Trustee certain Securities and contracts and funds (represented by irrevocable
letter(s) of credit issued by major commercial bank(s)) for the purchase of the
Securities. The Securities were deposited at prices equal to their market value
as determined by the Trustee. The Sponsor may also deposit cash or a letter of
credit and instruct the Trustee to purchase Securities. The Sponsor created the
Trust simultaneously with the deposit of the Securities with the Trustee and the
execution of the Indenture and the Reference Trust Agreement. The Trustee then
immediately recorded the Sponsor as owner of the Units comprising the entire
ownership of the Trust.
Through this Prospectus, the Sponsor is offering the Units, including
Additional Units, as defined below, for sale to the public. The holders of Units
(the "Unit Holders") will have the right to have their Units redeemed at a price
based on the market value of the Securities if they cannot be sold in the
secondary market which the Sponsor, although not obligated to, proposes to
maintain. A secondary market for Units is a market where Units are bought and
sold after their original issue. In addition, the Sponsor may offer for sale,
through this Prospectus, Units which the Sponsor may have repurchased in the
secondary market or upon the tender by Unit Holder of Units for redemption. The
Trustee has not participated in the selection of Securities for the Trust.
Neither the Sponsor nor the Trustee nor any of their affiliates will be liable
in any way for any default, failure or defect in any Securities.
With the deposit of the Securities in the Trust on the Initial Date of
Deposit, the Sponsor established a proportionate relationship between the number
of shares of each Security in the Portfolio. You may find the original
proportionate relationships on the Initial Date of Deposit in the "Schedule of
Portfolio Securities". The original proportionate relationships are subject to
adjustment under certain limited circumstances. See: "Administration of the
Trust--Portfolio Supervision". Under the Indenture and Agreement, the Sponsor
can deposit additional Securities and contracts to purchase additional
Securities together with a letter of credit or cash. The Sponsor may then give
instructions to the Trustee to purchase additional Securities in order to create
additional Units ("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 prior to such
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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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 Portfolio, in terms of stocks and their
proportionate number of shares, as of the initial Date of Deposit. The sale of
additional Units and the sale of Units in the secondary market may continue even
though the Securities would no longer be chosen for deposit into the Trust if
the selection process were to be made at such later time.
The Sponsor may deposit additional Securities and may continue to sell Units
of the Trust even though MSDW Research no longer rates one or more of the
Securities Strong Buy, Outperform or Neutral by on the date of deposit of the
additional Securities or sale of the Units. The Securities may have a sell
recommendation by the Sponsor or any affiliate at the time of any later deposit.
There is no assurance that the Trust will declare or pay any distributions
in the future.
As the Sponsor creates Additional Units, all Units may represent more or
less of a particular Security, in terms of percentage of aggregate market value
of the portfolio. In addition, the brokerage fees incurred in purchasing
Securities with deposited cash will be borne by the Trust. Any Unit Holder who
purchased Units before the purchase of Securities with the deposited cash would
have his holdings diluted as result of any of these brokerage fees.
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 or their supply and price.
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 prior to acceptance by the Sponsor. The Sponsor
will execute orders to purchase in the order it determines that they are
received. The Sponsor will first fill orders received first. However, the
Sponsor will accept indications of interest prior to the effectiveness of the
registration of the offering of Trust Units which become orders upon
effectiveness according to the order in which the Sponsor receives the
indications of interest.
On the Initial Date of Deposit, each Unit represented the fractional
undivided interest in the Securities and net income of the Trust set forth under
"Summary of Essential Information". Afterwards, if you redeem any Units, the
amount of Securities in the Trust will decline, and the fractional undivided
interest represented by each remaining Unit in the balance of the Trust will
increase. However, if the Trust issues Additional Units, the Securities in the
Trust will increase by amounts allocable to such Additional Units and the
fractional undivided interest in the Trust will fall. Units will remain
outstanding until you or any Unit Holder, including the Sponsor, redeem them
upon tender to the Trustee, or until the termination of the Trust on the terms
specified in the Indenture and Agreement. Only the Trustee can redeem Units. You
can tender your Units to the Trustee for redemption, sell them to the Sponsor if
the Sponsor is willing to buy the Units or hold them until the Trust terminates.
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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 their relative
fair market values on the date the Unit Holder purchases the 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 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 this dividend used to pay ongoing
expenses. 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 Securities so distributed will be
equal to your basis for the same Securities, previously represented by your
Units, prior to such distribution. The holding period for such Securities will
include the period during which you held the Units. You will have a taxable gain
or loss, which will be a capital gain or loss except in the case of a dealer,
when you dispose of such Securities in a taxable transfer.
Under the income tax laws of the State and City of New York, the Trust is
not an association taxable as a corporation. These tax laws will treat the
income of the Trust as the income of the Unit Holders.
In connection with the In-kind Rollover Option set forth under
"Termination--In-Kind Rollover Option", you will not be taxed upon the receipt
in kind from the Terminating Trust and the deposit in the New Trust of the
Duplicated Stocks. Your basis in 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
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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.
TAX CONSIDERATIONS RELATED TO REITS
The Trust will own shares in REITs. REITs are entities that have elected and
qualified for the special tax treatment applicable to "real estate investment
trusts" under the Federal Tax Code. REITs must satisfy a number of complex
requirements in order to maintain REIT status. If the REIT distributes 90% or
more of its real estate investment trust taxable income (95% for taxable years
beginning before January 1, 2001), subject to certain adjustments and without
regard to net capital gains, to its shareholders, then it will not be subject to
Federal income tax on the amounts it distributed. Moreover, if the REIT
distributes (or is deemed to distribute) at least (1) 85% of its ordinary income
for such year and (2) 95% of its capital gain net income for such year, then it
will not be subject to the 4% excise tax on certain undistributed income of
REITs.
Generally, shareholders must pay taxes on distributions that a REIT makes to
shareholders out of its current or accumulated earnings and profits as ordinary
dividend income. However, subject to the discussion below regarding tax rates
for unrecaptured section 1250 gain, distributions of net capital gain designated
by the REIT as capital gain dividends will be taxed to shareholders as long-term
capital gain. These distributions will be so taxed if they do not exceed the
REIT's actual net capital gain for the taxable year, regardless of how long the
shareholders have held the REIT shares. If distributions exceed current or
accumulated earnings and profits, they will constitute a return of capital,
rather than dividend or capital gain income, and will reduce the tax basis of
the shareholder's shares. If distributions exceed this basis, shareholders must
pay taxes in the same manner on them as on gain from the sale of those shares.
The Portfolio may receive information from the REITs as to the tax status of
distributions after it has furnished information to its investors. In this case,
the Sponsor will furnish any amended information to you as promptly as is
practicable.
The Federal Tax Code permits REITs to elect to retain and pay income tax on
their net capital gain for any taxable year. Under the Taxpayer Relief Act of
1997, however, for taxable years beginning after December 31, 1997, a REIT may
require a shareholder to include in income his proportionate share of the REIT's
undistributed net capital gain for the taxable year. The shareholder will be
deemed to have paid his proportionate share of the income tax paid by the REIT
for any undistributed net capital gain. This tax would be credited against the
shareholder's tax liability and subject to normal refund procedures. In
addition, each shareholder's basis in his shares would increase by
- the amount of undistributed net capital gain, less
- the tax paid by the REIT, included in the shareholder's income.
The 1997 Act also provides a maximum rate of 25% for "unrecaptured section
1250 gain" recognized on the sale or exchange of certain real estate assets. The
1997 Act allows the Internal Revenue Service to prescribe regulations on how the
1997 Act's new
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capital gain rates will apply to sales of capital assets by "pass-thru
entities," which include REITs. To date, the IRS has not announced any
regulations of this kind. However, in Notice 97-64 issued on November 10, 1997,
the Internal Revenue Service indicated that these regulations will determine
whether capital gain dividends are taxed at the 25% or 20% rate based upon
- the REIT's holding period in the property that generates the gain, and
- the amount of unrecaptured straight-line depreciation attributable to that
property.
TAXATION OF FOREIGN UNIT HOLDERS
Foreign Unit Holders (including nonresident alien individuals, foreign
corporations, foreign partnerships and other foreign persons) not engaged in a
U.S. trade or business generally will be subject to a 30% withholding tax (or
lower applicable treaty rate) on the portion of any distribution that does not
constitute a capital gain distribution. In general, under the Foreign Investors
in Real Property Tax Act of 1980 ("FIRPTA"), foreign Unit Holders will be
subject to 35% withholding tax on the portion of any distribution that is
designated as a capital gain dividend. A foreign Unit Holder also will be
required to file a U.S. tax return for capital gain dividends and to pay U.S.
federal income tax on capital gain dividends (against which the 35% FIRPTA
withholding tax may be credited). Subject to treaty exemptions, capital gain
dividends distributed to foreign Unit Holders that are corporations may also be
subject to a 30% branch profits tax. The portion of any distribution that
constitutes a return of capital will not be subject to U.S. federal income tax
and, therefore, the Trustee may withhold more than the amount of tax actually
due. Foreign Unit Holders may seek a refund from the Internal Revenue Service of
any excess withholding tax. Foreign Unit Holders generally should not be subject
to FIRPTA withholding tax on gain from the sale or redemption of Units or from
the Trust's sale of Securities to the extent the underlying REITs qualify as
"domestically-controlled REITs."
In view of the above tax and return filing requirements, an investment in
the Trust may not be appropriate for certain foreign investors. Prospective
foreign investors should consult with their own tax advisors to determine the
impact of foreign, federal, state and local income tax laws on their investment
in the Trust, including any applicable reporting requirements.
You should consult your tax advisor about how the above general information
applies to your own situation.
RETIREMENT PLANS
Units of the Trust may be suited for purchase by Individual Retirement
Accounts and pension plans or profit sharing and other qualified retirement
plans. If you are contemplating establishing a qualified retirement plan or IRA
or investing funds of such a plan or IRA in Trust Units, you should consult your
tax advisor about the tax consequences of any action.
Forms and arrangements for establishing qualified retirement plans and IRAs
are available from:
- the Sponsor
- other brokerage firms
- other financial institutions
- others.
Fees and charges with respect to such plans and IRAs are not uniform and may
vary from time to time as well as from institution to institution.
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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
- the amount of available cash on hand in the Trust, and
- 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 such 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
$30.00 per 100 Units from the total sales charge. The Initial Sales Charge that
a Unit Holder pays may be more or less than the Initial Sales Charge on the
Initial Date of Deposit because of the fluctuation of the value of the
Securities from that on the Initial Date of Deposit. The Deferred Sales Charge
will initially be $30.00 per 100 Units but will decline each month by $4.00 over
seven months and by $2.00 in the eighth month. The Deferred Sales Charge will be
paid through monthly payments commencing on the first Deferred Sales Charge
Payment Date shown on the Summary of Essential Information in an amount equal to
$4.00 per 100 Units in the first seven months and $2.00 per 100 Units in the
eighth month. 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
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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 $50,000 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 these Units. If you acquire Units of the Trust in an exchange of units
of a different unit investment trust sponsored by the Sponsor you will not have
to pay an initial sales charge at the time of the exchange. However, these
acquired Units will be subject to the Deferred Sales Charge.
PUBLIC DISTRIBUTION
The Sponsor directly and through dealers will distribute to the public, at
the Public Offering Price determined as provided above, Units issued on the
Initial Date of Deposit and Additional Units issued in connection with
additional deposits of Securities. They may offer to the public unsold Units or
Units acquired by the Sponsor in the secondary market referred to below, by this
Prospectus, at the then-current Public Offering Price determined as provided
above.
The Sponsor intends to qualify Units in states selected by the Sponsor for
sale by the Sponsor and through dealers who are members of the National
Association of Securities Dealers, Inc. The Sponsor will sell Units to dealers
during the initial offering period at prices which reflect a concession of 70%
of the applicable sales charge, subject to change from time to time. In
addition, sales of Units may be made according to distribution arrangements with
certain banks and/or other entities. These banks and entities are subject to
regulation by the Office of the Comptroller of the Currency or by other bank
regulatory authorities and are acting as agents for their customers. These banks
and/or entities are making Units of the Trust available to their customers on an
agency basis. A portion of the sales charge that these customers pay is retained
by or remitted to these banks or entities in an amount equal to the amount
customarily received by an agent for acting in this capacity in connection with
the purchase of Units. The Sponsor reserves the right to reject, in whole or in
part, any order for the purchase of Units.
SECONDARY MARKET
While not obligated to do so, the Sponsor presently intends to maintain, at
its expense, a secondary market for Units of this series of the Morgan Stanley
Dean Witter Select Equity Trust. The Sponsor also presently intends to
continuously offer to repurchase Units from Unit Holders at the Sponsor's
Repurchase Price. The Sponsor computes the Repurchase Price by adding:
- the aggregate value of the Securities in the Trust, and
- any cash on hand in the Trust, including dividends receivable on stocks
trading ex-dividend, other than money required to redeem tendered Units
and cash the Sponsor deposited to purchase Securities or cash held in the
Reserve Account
- less expenses of the Trust, (includes Trustee fee, Sponsor fee, counsel's
expenses and taxes, if any), and
- less any remaining unpaid portion of the Deferred Sales Charge, and
- less cash held for distribution to Unit Holders of record as of a date on
or before the evaluation
and then dividing the result by the number of Units outstanding, as of the date
of the 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
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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 the 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.
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 3.90% of the Public Offering Price will decline as shown
on the following graduated scale for sales to any person of at least $50,000
during the Initial Offering Period. The sales charge in the secondary market,
which will decline as shown on the following graduated scale, consists of an
Initial Sales Charge and the remaining portions of the Deferred Sales Charge.
The following scale assumes a Public Offering Price of $1,000.00 per 100 units:
<TABLE>
<CAPTION>
SALES CHARGE
-------------------------------------------
PERCENT OF
PERCENT OF THE AMOUNT INVESTED
PUBLIC OFFERING PRICE IN SECURITIES
--------------------- -------------------
<S> <C> <C>
Less than $50,000.................................... 3.90 % 3.935%
$50,000 to $99,999................................... 3.75 3.784
$100,000 to $249,999................................. 3.50 3.532
$250,000 to $499,999................................. 3.25 3.280
$500,000 to $999,999................................. 3.00 3.027
$1,000,000 or more................................... 2.00 2.018
</TABLE>
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The reduced sales charges as shown on the chart above will apply to all
purchases of Units of this Trust on any one day by the same person, partnership
or corporation, other than a dealer, in the amounts stated above. For purchases
of $500,000.00 or more, the sales charge consists solely of a deferred sales
charge of $30.00 per 100 Units for a purchase of $500,000.00 to $999,999.99 and
adjusted to total $20.00 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 the payment of any Deferred Sales
Charge then due.
Within seven days 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.
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 the 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 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
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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 so 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.
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.
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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 that 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), and
- on any other Business Day desired by the Sponsor or the Trustee.
I. To determine the Trust Evaluation per Unit, add:
(1) The aggregate value of Securities in the Trust, as the Trustee
determines,
(2) Cash on hand in the Trust, including dividends receivable on stocks
trading ex-dividend, other than money deposited to purchase Securities or money
credited to the Reserve Account,
(3) All other assets of the Trust,
II. Then deduct from the resulting figure:
(1) amounts representing any applicable taxes or governmental charges
payable by the Trust for the purpose of making an addition to the reserve
account,
(2) amounts representing estimated accrued fees and expenses of the Trust,
including legal and auditing expenses,
(3) amounts representing unpaid fees of the Trustee, the Sponsor and
counsel,
(4) any remaining unpaid portion of the Deferred Sales Charge, and
(5) cash held to redeem tendered Units and for distribution to Unit Holders
of record as of the Business Day before 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 the 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.
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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 these Securities. The exchange shall be
the New York Stock Exchange if the Securities are listed there, unless the
Trustee deems that price inappropriate as a basis for valuation.
- If the Securities are not listed, or, if listed and their principal market
is a different exchange or there is no closing price on that exchange, the
Trustee shall base its valuation on the closing price in the
over-the-counter market, unless the Trustee deems that price inappropriate
as a basis for valuation.
If there is no closing price, the Trustee shall use any of the following
methods which the Trustee deems appropriate:
- on the basis of current bid prices of the Securities as 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 such other appraisal as is deemed appropriate, or
- by any combination of the above.
POSTPONEMENT OF REDEMPTION
Your right of redemption may be suspended and the payment of the Redemption
Price per Unit to you may be postponed for more than seven calendar days
following a tender of Units for redemption
- for any period during which the New York Stock Exchange, Inc. is closed,
other than for customary weekend and holiday closings, or
- for any period during which, as determined by the Securities and Exchange
Commission, either trading on the New York Stock Exchange, Inc. is
restricted or an emergency exists as a result of which disposal or
evaluation of the Securities is not reasonably practicable, or
- for any other periods that the Securities and Exchange Commission may by
order permit. The Trustee is not liable to any person or in any way for
any loss or damage that may result from any suspension or postponement.
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
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.
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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 the
exchange. The IRS may seek to disallow the loss to the extent that (1) the
underlying securities in each Trust are substantially identical and (2) the
purchase of the units of an Exchange Trust takes place less than thirty-one days
after the sale of the Units. In order to avoid the potential disallowance of
losses for tax purposes, you may notify the Sponsor that you wish to purchase
units of the Exchange Trust on the thirty-first day after the day of the sale of
the Units exchanged. The Sponsor will deposit the proceeds of the Units
surrendered in your brokerage account with the Sponsor. You may withdraw the
proceeds at any time. You may use cash from the account to purchase units of the
Exchange Trust on the thirty-first day after the day of sale of the Units
exchanged in accordance with the procedures set forth above. You may revoke the
order to purchase by calling your financial advisor at any time before the
purchase on the thirty-first day. (If you exchange Units of one Trust for units
of another Trust, you should consult your tax advisor regarding the extent to
which this exchange results in the recognition of a loss for Federal and/or
state or local income tax purposes.)
If units are unavailable, the Sponsor may acquire units in the secondary
market or create units as soon as possible afterwards. 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. 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.
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 you indicate
interest.
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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 per unit of the securities in the Exchange Trust's
Portfolio, plus
- accrued interest, if any, and
- the applicable sales charge 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 before the Record Date applicable to any distribution
in order for the Program to be in effect for that distribution. You may modify
or revoke your election on similar notice.
The Trustee will use these distributions, to the extent reinvested in the
Trust, at the direction of the Sponsor in one or both of the following manners:
(1) The Trustee may use the distributions to purchase Units of this
Series of the Trust in the Sponsor's inventory. The purchase price payable by
the Trustee for each of these Units will be equal to the applicable Trust
evaluation per Unit on or as soon as possible after the close of business on the
Distribution Date. The Trustee will issue or credit the Units purchased to the
accounts of Unit Holders participating in the Program.
(2) If there are no Units in the Sponsor's inventory, the Sponsor may
purchase additional Securities for deposit into the Trust as described above.
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.
If you elect to have distribution on these Units reinvested into additional
units of the Trust, the purchase price of the reinvestment units will be
credited by the amount of any remaining deferred sales charge at the time of the
reinvestment. This credit will offset the deferred sales charge that will be
charged on the reinvestment 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.
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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 created. As a Unit Holder, you may tender your Units to
the Trustee for redemption at any time.
You are required to hold your Units in uncertificated form. The Trustee will
credit your account with the number of Units you hold. Units are transferable
only on the records of the Trustee upon presentation of evidence satisfactory to
the Trustee for each transfer. Any sums payable for taxes or other governmental
charges imposed upon these transactions must be paid by you and you must comply
with the formalities necessary to redeem Units.
CERTAIN LIMITATIONS
The death or incapacity of any Unit Holder will not operate to terminate the
Trust. Death or incapacity will not entitle your legal representatives or heirs
to claim an accounting or to take any other action or proceeding in any court
for a partition or winding up of the Trust.
Neither you nor any other Unit Holder shall have the right to vote except
with respect to removal of the Trustee or amendment and termination of the
Trust. See "Administration of the Trust--Amendment" and "Administration of the
Trust--Termination". Unit Holders shall have no right to control the operation
or administration of the Trust in any manner. The only time you will have that
right is upon the vote of 51% of the Units outstanding at any time for purposes
of amendment, or termination of the Trust or discharge of the Trustee, all as
provided in the Agreement. However, no Unit Holder shall ever be under any
liability to any third party for any action that the Trustee or Sponsor takes.
You will be unable to dispose of any of the Securities in the Portfolio and will
not be able to vote the Securities. The Trustee, as holder of the Securities,
will have the right to vote all of the voting Securities held in the Trust. The
Trustee will vote those Securities in accordance with the instructions of the
Sponsor, if given. Otherwise the Trustee shall vote as it, in its sole
discretion, shall determine.
EXPENSES AND CHARGES
The Summary of Essential Information in Part A lists the estimated annual
Trust expenses. If actual expenses exceed the estimated amounts, the Trust will
bear the excess.
ORGANIZATION COSTS
You and the other Unit Holders will bear all or a portion of the
organization costs and charges incurred in connection with the establishment of
the Trust. These costs and charges will include:
- the cost of the preparation, printing and execution of the Indenture,
Registration Statement and other documents relating to the Trust
- Federal and State registration fees and costs
- the initial fees and expenses of the Trustee
- legal and auditing expenses.
The Sponsor will pay advertising and selling expenses at no cost to the
Trust.
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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 certain mailing and printing
expenses.
The Sponsor's fee, the Trustee's fees and the Trust expenses accrue daily
but are payable only on or before each Distribution Date from the Income
Account, to the extent funds are available and thereafter from the Principal
Account. Any of these fees may increase without your approval or the approval of
the other Unit Holders in proportion to increases under the classification "All
Services Less Rent" in the Consumer Price Index published by the United States
Department of Labor or, if no longer published, a similar index. The Trustee,
pursuant to normal banking procedures, also receives benefits to the extent that
it holds funds on deposit in various non-interest bearing accounts created under
the Indenture and Agreement.
OTHER CHARGES
The Trust does or may incur the following additional charges as more fully
described in the Indenture and Agreement:
- fees of the Trustee for extraordinary services
- expenses of the Trustee, including legal and auditing expenses, and of
counsel that the Sponsor designated
- various governmental charges
- expenses and costs of any action the Trustee takes to protect the Trust
and the rights and interests of the Unit Holders
- indemnification of the Trustee for any loss, liability or expenses it
incurred in the administration of the Trust without gross negligence, bad
faith, wilful malfeasance or wilful misconduct on its part or reckless
disregard of its obligations and duties
- indemnification of the Sponsor for any losses, liabilities and expenses
incurred in acting as Sponsor or Depositor under the Agreement without
gross negligence, bad faith, wilful malfeasance or wilful misconduct or
reckless disregard of its obligations and duties
- expenditures incurred in contacting Unit Holders upon termination of the
Trust, and
- brokerage commissions or charges incurred in connection with the purchase
or sale of Securities.
PAYMENT
The fees and expenses set forth in this Prospectus are payable out of the
Trust. When the Trustee pays them or when they are owed to the Trustee, they are
secured by a lien on the Trust. Dividends on the Securities are expected to be
sufficient to pay the estimated expenses of the Trust. If the balances in the
Income and Principal Account are insufficient to provide for amounts payable by
the Trust, the Trustee has the power to sell Securities to pay those amounts. To
the extent that the Trustee sells Securities, the size of the Trust will decline
and the proportions of the types of Securities may change. These sales might be
required at a time when
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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
- 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
those beneficial owners maintained with the Sponsor. Whenever regulatory or tax
purposes require or whenever the Sponsor directs, the Trustee may make special
distributions on special distribution dates to Unit Holders of record on special
record dates that the Trustee declares.
The Trustee credits dividends payable to the Trust as a holder of record of
its Securities to an Income Account, as of the date on which the Trust is
entitled to receive those dividends. The Trustee credits to a Principal Account
other receipts, including (1) return of investment and gain and (2) amounts
received upon the sale, pursuant to the Indenture and Agreement, of rights to
purchase other Securities distributed in respect of the Securities in the
Portfolio. The Trust will distribute 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 those funds which are interest-bearing to it.
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On each Deferred Sales Charge Payment Date the Trustee will sell Securities
pro rata in an amount equal to $4.00 per 100 Units in the first seven months and
$2.00 per 100 Units in the eighth month. The Trustee will distribute the sale
proceeds to the Sponsor to pay the Deferred Sales Charge.
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.
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 in this Prospectus, 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
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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 this 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
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 Securities and in accordance with the Indenture or
the directions that the Sponsor gives.
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 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;
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- 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 in that document;
- 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 any other provision in regard to matters or questions arising in
the Indenture and Agreement as shall not adversely affect the interest of
the Unit Holders.
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 may waive any of its
provisions, 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.
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CASH OR "IN-KIND" DISTRIBUTIONS. Unit Holders who hold Units at termination
will receive distributions from their Units in cash. Unit holders may, however,
indicate to the Trustee that they wish to receive termination distributions "in
kind". To do so, you must return to the Trustee properly completed Election
Instructions that the Trustee distributes to Unit Holders of record 45 days
prior to the Termination Date. You do not need any minimum number of Units to
elect an in-kind distribution. The Trustee will duly honor any election
instructions that it receives on or before the In-Kind Distribution Date. You
will be entitled to receive whole shares of each of the underlying Portfolio
Securities and cash from the Principal Account equal to the fractional shares to
which you are entitled. If you receive distributions of Securities "in-kind",
you may incur brokerage and odd-lot costs in converting these Securities into
cash. The Trustee will transfer the Securities to be delivered in kind to your
account and for disposition in accordance with your instructions.
NON IN-KIND ROLLOVER OPTION. You may elect to invest the distributions
attributable to your Units in units of a New Series subject only to the deferred
sales charge on the units of the New Series. We expect that the terms of the New
Series will be substantially the same as the terms of the Trust described in
this Prospectus. We also expect that similar options to invest in a subsequent
series of the Trust will be exercisable for termination distributions from each
New Series of the trust approximately two years 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.
IN-KIND ROLLOVER OPTION. The Sponsor may offer Unit Holders the ability to
"roll over" their Units of the Trust for units of a subsequent series as set
forth below. If such 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 such alternative for any reason. If the
Sponsor determines to offer this alternative, it will notify Unit Holders, who
will then notify the Sponsor whether they wish to participate. This rollover
will occur at least 30 days before the scheduled termination of the Terminating
Trust.
If you wish to reinvest your interests in Units of the Trust in units of a
newly created series of Morgan Stanley Dean Witter Select Equity Trust, REIT
Portfolio Series, you may do so by so advising your account executive. This
exchange will be effected by an in-kind redemption from the Terminating Trust
and subsequent in-kind deposit with the Trustee of the New Trust as follows:
The 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 electing to receive his interest in such Terminating Trust in kind 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. Such 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 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 deposits, the Trustee will issue the appropriate number of units
in
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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 those 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 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 shall be under no liability for:
- any action taken in good faith in reliance on apparently properly executed
documents or
- for the disposition of cash or Securities in the Trust.
The Trustee is not liable or responsible in any way for depreciation or loss as
a result of the 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 such action taken by it in
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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.
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 incurred by reason of 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 thereunder or (3) becomes bankrupt or
(4) has its affairs taken over by public authorities take over its affairs, 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
30
<PAGE>
- 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.
The Trustee is organized under the laws of the State of New York, is a member of
the New York Clearing House Association and is subject to supervision and
examination by the Superintendent of Banks of the State of New York, the Federal
Deposit Insurance Corporation and the Board of Governors of the Federal Reserve
System. Unit Holders should direct inquiries regarding distributions, address
changes and other matters relating to the administration of the Trust to the
Trustee at Unit Investment Trust Division, 4 New York Plaza, New York, New York
10004.
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.
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.
31
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT
WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS NOT CONTAINED IN THIS DOCUMENT. THE REGISTRATION
STATEMENT FOR THE TRUST AND ITS EXHIBITS, WHICH HAVE BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933
(FILE NO. 333-50786) 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..................... x
Statement of Financial Condition................. xi
Schedule of Portfolio Securities................. xiii
PART B
Introduction..................................... 1
The Trust........................................ 1
Objectives and Securities Selection.......... 1
Summary Description of the Portfolio......... 1
Risk Factors................................. 3
Unit Creation--Deposit of Securities......... 8
Tax Status of the Trust.......................... 10
Tax Considerations Related to REITs.......... 11
Taxation of Foreign Unit Holders............. 12
Retirement Plans................................. 12
Public Offering of Units......................... 13
Public Offering Price........................ 13
Sales Charges................................ 13
Public Distribution.......................... 14
Secondary Market............................. 14
Profit of Sponsor............................ 15
Volume Discount.............................. 15
Redemption....................................... 16
Right of Redemption.......................... 16
Redemption Procedures........................ 16
Computation of Redemption Price.............. 18
Postponement of Redemption................... 19
Exchange Option.................................. 19
Reinvestment Program............................. 21
Rights of Unit Holders........................... 22
Unit Holders................................. 22
Certain Limitations.......................... 22
Expenses and Charges............................. 22
Organization Costs........................... 22
Trust Fees and Expenses...................... 23
Other Charges................................ 23
Payment...................................... 23
Administration of the Trust...................... 24
Records and Accounts......................... 24
Distribution................................. 24
Portfolio Supervision........................ 25
Voting of the Portfolio Securities........... 26
Reports to Unit Holders...................... 26
Amendment.................................... 27
Termination.................................. 27
Resignation, Removal and Liability............... 29
Regarding the Trustee........................ 29
Regarding the Sponsor........................ 30
Miscellaneous.................................... 30
Sponsor...................................... 30
Trustee...................................... 31
Legal Opinions............................... 31
Independent Auditors............................. 31
</TABLE>
CLF#37290
MORGAN STANLEY DEAN WITTER
[LOGO] UNIT INVESTMENT TRUST
SELECT EQUITY TRUSTS
REIT
PORTFOLIO SERIES 2001-1
----------------------
(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 REIT Portfolio Series. 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>
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 January 9, 2001.
***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).
<PAGE>
(included in Exhibit 5).
**EX-24 Powers of Attorney executed by a majority of the Board of
Directors of Dean Witter Reynolds Inc.
***EX-99 Information as to Officers and Directors of Dean Witter Reynolds
Inc. is incorporated by reference to Schedules A and D of Form
BD filed by Dean Witter Reynolds Inc. pursuant to Rules 15b1-1
and 15b3-1 under the Securities Exchange Act of 1934 (1934 Act
File No. 8-14172).
*****EX- Code of Ethics
99.A(11)
---------------------------
* The Trust Indenture and Agreement is 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 amended and filed as an
exhibit to Dean Witter Select Equity Trust, Select 5 Industrial
Portfolio 98-1, Registration No. 333-41783.
** 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.
**** Filed herewith.
***** 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.
****** 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, Morgan Stanley High-
<PAGE>
Technology 35 Index Portfolio, Registration No. 333-50794.
<PAGE>
SIGNATURES
The Registrant, Morgan Stanley Dean Witter Select Equity Trust REIT
Portfolio Series 2001-1 hereby identifies the Morgan Stanley Dean Witter Select
Equity Trust, REIT Portfolio Series 98 and Morgan Stanley Dean Witter Select
Equity Trust, Morgan Stanley High-Technology 35 Index Trust Series 1 for
purposes of the representations required by Rule 487 and 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 series 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 REIT Portfolio Series
2001-1, 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 9th day of January, 2001.
MORGAN STANLEY DEAN WITTER SELECT
EQUITY TRUST
REIT PORTFOLIO SERIES 2001-1
(Registrant)
<PAGE>
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 9th day of January, 2001.
DEAN WITTER REYNOLDS INC.
<TABLE>
<CAPTION>
NAME OFFICE
<S> <C>
Philip J. Purcell Chairman & Chief )
Executive Officer )
and Director )
Bruce F. Alonso 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
Robert G. Scott Director
</TABLE>
By: /s/Thomas Hines
--------------------------
Thomas Hines
Attorney-in-fact*
--------------------------
* Executed copies of the Powers of Attorney 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 Trust, 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 Select 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
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
<S> <C>
******EX-3(i) Certificate of Incorporation of Dean Witter Reynolds Inc.
******EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated January 22, 1991.
*EX-4.15 Amendment to Exhibit 4.1 dated December 30, 1997
****EX-4.2 Reference Trust Agreement dated January 9, 2001.
***EX-4.3 Amendment dated July 18, 1995 to Trust Indenture and Agreement
dated January 22, 1991.
****EX-5 Opinion of counsel as to the legality of the securities being
registered.
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5).
**EX-24 Powers of Attorney executed by a majority of the Board of
Directors of Dean Witter Reynolds Inc.
***EX-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- Code of Ethics
99.A(11)
</TABLE>
<PAGE>
---------------------------
* The Trust Indenture and Agreement is 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 amended and filed as an
exhibit to Dean Witter Select Equity Trust, Select 5 Industrial
Portfolio 98-1, Registration No. 333-41783.
** 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.
**** Filed herewith.
***** 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.
****** 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, Morgan Stanley High-Technology 35 Index Portfolio,
Registration No. 333-50794.
