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Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2001-1
Investment Company Act No. 811-5065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 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
D. Name and complete address of agents for service:
MR. MICHAEL D. BROWNE
DEAN WITTER REYNOLDS INC.
Unit Trust Department
Two World Trade Center - 59th Floor
New York, New York 10048
Copy to:
KENNETH W. ORCE, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
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
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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.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
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MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 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. ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of In- ) Introduction; Amend-
denture ) ment and Termination
) of the Indenture
7. Changes of name ) Included in Form
) N-8B-2
8. Fiscal Year ) Included in Form
) N-8B-2
9. Litigation ) *
____________________
* 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 Hold-
(Registered or Bearer) ) ers
(b) Type of Securities ) Administration of the
(Cumulative or Distribu- ) Trust-Distribution
tive) )
(c) Rights of Holders as to ) Redemption; Public
withdrawal or redemption ) Offering of Units-
) Secondary Market
(d) Rights of Holders as to ) Public Offering of
conversion, transfer, par- ) Units-Secondary Mar-
tial redemption and similar ) ket; Exchange Option;
matters ) Redemption; Rights of
) Unit Holders-Certifi-
) cates
(e) Lapses or defaults with re- ) *
spect to periodic payment )
plan certificates )
(f) Voting rights as to Securi- ) Rights of Unit
ties under the Indenture ) Holder-Certain Limi-
) tations; Amendment
) and Termination of
) the Indenture
(g) Notice to Holders as to )
change in )
(1) Composition of assets ) Administration of the
of Trust ) Trust-Reports to Unit
) Holders; The Trust-
) Summary Description
) of the Portfolios
)
(2) Terms and Conditions ) Amendment and Termi-
of Trust's Securities ) nation of the Inden-
) ture
____________________
* Not applicable, answer negative or not required
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(3) Provisions of Inden- ) Amendment and Termi-
ture ) nation of the Inden-
) ture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holders Consent )
required to change )
(1) Composition of assets ) Amendment and Termi-
of Trust ) nation of the Inden-
) ture
(2) Terms and conditions ) Amendment and Termi-
of Trust's Securities ) nation of the Inden-
) ture
(3) Provisions of Inden- ) Amendment and Termi-
ture ) nation of the Inden-
) ture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features of ) Cover of Prospectus;
the Trust's Securities ) Tax Status
11. Type of securities comprising ) The Trust-Summary De-
units ) scription of the
) Portfolios; Objec-
) tives and Securities
) Selection; The Trust-
) Special Considera-
) tions
12. Type of securities comprising ) *
periodic payment certificates )
13. (a) Load, fees, expenses, etc. ) Summary of Essential
) Information; Public
) Offering of Units-
) Public Offering
) Price;-Profit of
) Sponsor;-Volume Dis-
) count; Expenses and
) Charges
(b) Certain information regard- ) *
ing periodic payment cer- )
tificates )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(c) Certain percentages ) Summary of Essential
) Information; Public
) Offering of Units-
) Public Offering
) Price; -Profit of
) Sponsor;-Volume Dis-
) count
(d) Price differentials ) Public Offering of
) Units-Public Offering
) Price
(e) Certain other loads, fees, ) Rights of Unit Hold-
expenses, etc. Payable by ) ers-Certificates
holders )
(f) Certain profits receivable ) Redemption-Purchase
by depositor, principal un- ) by the Sponsors of
derwriters, trustee or af- ) Units Tendered for
filiated persons ) Redemption
(g) Ratio of annual charges to ) *
income )
14. Issuance of trust's securities ) Introduction; Rights
) of Unit Holders-
) Certificates
15. Receipt and handling of payments ) Public Offering of
from purchasers ) Units-Profit of Spon-
) sor
16. Acquisition and disposition of ) Introduction; Amend-
underlying securities ) ment and Termination
) of the Indenture; Ob-
) jectives and Securi-
) ties Selection; The
) Trust-Summary De-
) scription of the
) Portfolio; Sponsor-
) Responsibility
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
17. Withdrawal or redemption ) Redemption; Public
) Offering of Units-Sec-
) ondary Market
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment
) Programs
(b) Reinvestment of distribu- ) Reinvestment Programs
tions )
(c) Reserves or special fund ) Administration of the
) Trust-Distribution
(d) Schedule of distribution ) *
19. Records, accounts and report ) Administration of the
) Trust-Records and Ac-
) counts;-Reports to
) Unit Holders
20. Certain miscellaneous provisions ) Amendment and Termi-
of trust agreement ) nation of the Inden-
) ture; Sponsor-
) Limitation on Liabil-
) ity-Resignation;
) Trustee-Limitation on
) Liability-Resignation
21. Loans to security holders ) *
22. Limitations on liability of de- ) Sponsor, Trustee;
positor, trustee, custodian, ) Evaluator-Limitation
etc. ) on Liability
23. Bonding arrangements ) Included in Form N-
) 8B-2
24. Other material provisions of ) *
trust agreement )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
III. ORGANIZATION PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges -
) fees; Public Offering
) of Units-Profit of
) Sponsor
27. Business of Depositor ) Sponsor and Included
) in Form N-8B-2
28. Certain information as to offi- ) Included in Form
cials and affiliated persons of ) N-8B-2
Depositor )
29. Voting securities of Depositor ) Included in Form
) N-8B-2
30. Persons controlling Depositor ) *
31. Compensation of Officers and Di- ) *
rector of Depositor )
32. Compensation of Directors of De- ) *
positor )
33. Compensation of employees of De- ) *
positor )
34. Remuneration of other persons ) *
for certain services rendered to )
trust
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's securi- ) Public Offering of
ties by states ) Units-Public Distri-
) bution
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to dis- ) *
tribute )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
38. (a) Method of distribution ) Public Offering of
(b) Underwriting agreements ) Units
(c) Selling agreements )
39. (a) Organization of principal ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )
40. Certain fees received by princi- ) Public Offering of
pal underwriter ) Units-Profit of Spon-
) sor
41. (a) Business of principal un- ) Sponsor
derwriter )
(b) Branch offices of principal ) *
underwriter )
(c) Salesman of principal un- ) *
derwriter )
42. Ownership of trust's securities ) *
by certain persons )
43. Certain brokerage commissions ) *
received by principal under- )
writer )
44. (a) Method of valuation ) Public Offering of
) Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) Public Offering of
to certain persons ) Units-Volume Dis-
) count; Exchange op-
) tion
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of
) Units-Secondary Mar-
) ket; Redemption
(b) Schedule as to redemption ) *
price )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
47. Maintenance of position in un- ) See items 10(d), 44
derlying securities ) and 46
V. INFORMATION CONCERNING THE
TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee )
49. Fees and expenses of Trustee ) Expenses and Charges
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. (a) Name and address of Insur- ) *
ance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of cancel- ) *
lation )
(g) Method of determining pre- ) *
miums )
(h) Amount of aggregate premi- ) *
ums paid )
(i) Persons receiving any part ) *
of premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )
VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction Objec-
eliminating securities from ) tives and Securities
the Trust ) Selection; The Trust-
) Summary Description
) of the Portfolio
) Sponsor-Responsi-
) bility
(b) Elimination of securities ) *
from the Trust )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(c) Substitution and elimina- ) Introduction Objec-
tion of securities from the ) tives and Securities
Trust ) Selection; Sponsor-
) Responsibility;
(d) Description of any funda- ) *
mental policy of the Trust )
53. Taxable status of the Trust ) Cover of Prospectus;
) Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the ) *
Trust's past ten fiscal years )
55. Certain information regarding ) *
periodic payment plan certifi- )
cates )
56. Certain information regarding ) *
periodic payment plan certifi- )
cates )
57. Certain information regarding ) *
periodic payment plan certifi- )
cates )
58. Certain information regarding ) *
periodic payment plan certifi- )
cates )
59. Financial statements ) Statement of Finan-
(Instruction 1(c) to Form S-6) ) cial Condition
____________________
* Not applicable, answer negative or not required
<PAGE>
SUBJECT TO COMPLETION NOVEMBER 28, 2000
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MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2001-1
A "UNIT INVESTMENT TRUST"
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The attached final prospectus for a prior Series of Morgan
Stanley Dean Witter Select Equity Trust Morgan Stanley High-Technology 35 Index
Portfolio is hereby used as a preliminary prospectus for Morgan Stanley Dean
Witter Select Equity Trust Morgan Stanley High-Technology 35 Index Portfolio
2001-1. The narrative information relating to the operation of this Series and
the structure of the final prospectus for this Series will be substantially the
same as that set forth in the attached prospectus. Information with respect to
pricing, the number of units, dates and summary information regarding the
characteristics of securities to be deposited in this Series is not now
available and will be different from that included in the attached final
prospectus since each Series has a unique Portfolio. Accordingly, the
information contained herein with regard to the previous Series should be
considered as being included for informational purposes only.
Investors should contact account executives of the Sponsor who
will be informed of the expected effective date of this Series and who will be
supplied with complete information with respect to such Series on the date of
the effectiveness of the registration statement relating to Units of this
Series.
OFFERS TO SELL OR THE SOLICITATION OF ORDERS TO BUY MAY ONLY
BE MADE IN THOSE JURISDICTIONS IN WHICH THE SECURITIES OF A TRUST HAVE BEEN
REGISTERED. INVESTORS SHOULD CONTACT ACCOUNT EXECUTIVES OF THE SPONSOR TO
DETERMINE WHETHER THE SECURITIES OF A PARTICULAR TRUST HAVE BEEN REGISTERED FOR
SALE IN THE STATE IN WHICH THEY RESIDE.
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.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2000-4
The prospectus dated September 19, 2000, File No. 333-43322, is
hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2000-3
The prospectus dated June 20, 2000, File No. 333-37838, is
hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2000-2
The prospectus dated March 21, 2000, File No. 333-30444, is
hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO 2000-1
The prospectus dated December 21, 1999, File No. 333-91713, is
hereby incorporated by reference herein.
<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.
Listed below are the names and registration numbers of each
previous Series of Morgan Stanley Dean Witter Select Equity Trust, the final
prospectus for any of which is used as a preliminary prospectus for Morgan
Stanley Dean Witter Select Equity Trust Morgan Stanley High-Technology 35 Index
Portfolio 2001-1. These prior final prospectuses are incorporated herein by
reference.
Morgan Stanley Dean Witter Select Equity Trust
Morgan Stanley High-Technology 35 Index Portfolio 2000-4
(Registration No. 333-43322)
Morgan Stanley Dean Witter Select Equity Trust
Morgan Stanley High-Technology 35 Index Portfolio 2000-3
(Registration No. 333-37838)
Morgan Stanley Dean Witter Select Equity Trust
Morgan Stanley High-Technology 35 Index Portfolio 2000-2
(Registration No. 333-30444)
Morgan Stanley Dean Witter Select Equity Trust
Morgan Stanley High-Technology 35 Index Portfolio 2000-1
(Registration No. 333-91713)
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 September 30, 1993.
**EX-4.2 Draft of Reference Trust Agreement.
****EX-5 Opinion of counsel as to the legality of the securities
being registered.
<PAGE>
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5).
*****EX-99.A(11) Code of Ethics
---------------------------
* 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 10 Industrial
Portfolio 2000-2, Registration number 333-96225 and as amended and
filed as an exhibit to Dean Witter Select Equity Trust, Select 10
Industrial Portfolio 98-1, Registration number 333-41785.
** 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 Select 5 Industrial Portfolio 2000-2, Registration number
333-96215.
**** To be filed by amendment.
***** 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
number 333-33512.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant, Morgan Stanley Dean Witter Select Equity Trust Morgan Stanley
High-Technology 35 Index Portfolio 2001-1, has duly caused this 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 28th day of
November, 2000.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX
PORTFOLIO 2001-1
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
/s/Thomas Hines
Thomas Hines
Authorized Signatory
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this 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 28th day of
November, 2000.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman & Chief )
Executive Officer )
and Director*** )
Bruce F. Alonso Director****
Richard M. DeMartini Director***
Raymond J. Drop Director****
James F. Higgins Director***
Donald G. Kempf, Jr. Director******
John J. Mack Director*****
Mitchell M. Merin Director*
Stephen R. Miller Director***
John H. Schaefer Director*****
Thomas C. Schneider Director**
Alan A. Schroder Director*****
Robert G. Scott Director*****
By: /s/Thomas Hines
Thomas Hines
Attorney-in-fact*, **, ***,
****, *****, ******
--------------------------
* Executed copies of the Powers of Attorney 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.
** Executed copies of 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 96-4, File No.
333-10499.
*** Executed copies of Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the
<PAGE>
Registration Statement on Form S-6 for Dean Witter Select Equity
Trust, Select 10 International Series 95-1, File No. 33-56389.
**** Executed copies of Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with 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.
***** 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 Morgan Stanley Dean
Witter Select Equity Trust Morgan Stanley High-Technology 35 Index
Portfolio 2000-1, File No. 333-91713.
****** 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 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
Exhibit No. Document
***EX-3(i) Certificate of Incorporation of Dean Witter Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated September 30, 1993.
**EX-4.2 Draft of Reference Trust Agreement.
****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-99.A(11) Code of Ethics
---------------------------
* 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 10 Industrial
Portfolio 2000-2 Registration number 333-96225 and as amended and
filed as an exhibit to Dean Witter Select Equity Trust, Select 10
Industrial Portfolio 98-1, Registration number 333-41785.
** 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 Select 5
Industrial Portfolio 2000-2, Registration number 333-96215.
**** To be filed by amendment.
***** 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
number 333-33512.
