WITTER DEAN DIVIDEND GROWTH SECURITIES INC
N-30D, 1994-04-20
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<PAGE>
                  DEAN WITTER DIVIDEND GROWTH SECURITIES INC.
                             Two World Trade Center
                            New York, New York 10048

DEAR SHAREHOLDER:
- --------------------------------------------------------------------------------

    During  the greater part of  the past 12 months,  a relatively low inflation
rate and stable consumer  prices continued to buoy  the bond market as  interest
rates  continued to fall. During this  period, the sluggish, slow-growth economy
described in past  letters to  shareholders remained in  place, plodding  toward
recovery  from the recession  of 1991. Breaking  this pattern, however, economic
activity accelerated near the  end of the fiscal  year ended February 28,  1994,
while interest rates moved higher.

    Lower  interest rates for  much of Dean  Witter Dividend Growth Securities's
fiscal year, and  then advancing  economic activity, provided  the backdrop  for
common stock prices to advance. For the 12-month period ended February 28, 1994,
the  Standard & Poor's Index of 500 stocks  (S&P 500) recorded a total return of
8.30 percent.  Following the  trend of  the broader  market, but  exceeding  the
performance results of the index, the Fund's total return was 9.98 percent.

    We   believe  that   the  Fund's
outperformance of the  S&P 500  over
this period is largely the result of
the maintenance of a
well-diversified portfolio of
high-quality   common  stocks,  with
representation in both the
economically   sensitive    cyclical
sector and the long-term growth area
of   the   market.   These   sectors
performed well  at different  times.
Additionally,  we  believe  that the
continued use of stringent filtering
processes to monitor the progress of
current investments, as  well as  to
select  additional  securities, also
has played a key role in the  Fund's
outperformance  of the index for the
fiscal year. The accompanying  chart
illustrates  the growth of a $10,000
investment in the Fund from February
29, 1984  through  the  fiscal  year
ended  February  28, 1994,  versus a
similar  investment  in  the  issues
that comprise the S&P 500.

    As    we   mentioned    in   our
semiannual report to shareholders on
August  31,  1993,  the  merger   of
Sprint  Corp.  and Centel  Corp. was
completed, and  the Fund's  position
in  Centel was  exchanged for shares
of Sprint Corp. One new common stock
position was  initiated  during  the
fiscal  year  with  the  purchase of
shares of Phelps  Dodge, the  U.S.'s
largest  producer  of  copper. Also,
taking advantage  of price  strength
in  bonds, significant  profits were
realized in two U.S. Treasury issues
(the 7.875 percent bond due February
15,  2000   and   the   7.625   per-
cent  bond due February 15, 2007), both  of which were callable issues. Near the
end of the period, as interest  rates rose, additional assets were committed  to
longer-term  U.S.  Treasury  bonds.  This brought  the  portfolio's  exposure to
fixed-income issues back to a reasonably normal historical level.
<PAGE>
    We believe that the outlook for both the economy and the securities  markets
in  general are favorable over the long  term. We also remain strongly convinced
that the common  stocks of  well-established companies  will perform  relatively
well  over  the months  ahead. Consequently,  we  remain confident,  patient and
relatively fully invested.

    We appreciate your  support of  Dean Witter Dividend  Growth Securities  and
look forward to continuing to serve your investment needs in the future.

                                          Very truly yours,

                                          Charles A. Fiumefreddo
                                          CHAIRMAN OF THE BOARD
<PAGE>
DEAN WITTER DIVIDEND GROWTH SECURITIES INC.
PORTFOLIO OF INVESTMENTS FEBRUARY 28, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  NUMBER
 OF SHARES                                              VALUE
- -----------                                       -----------------
<C>          <S>                                  <C>
             COMMON STOCKS (85.1%)
             AEROSPACE (4.1%)
  1,800,000  Martin Marietta Corp...............  $      82,800,000
  1,450,000  Raytheon Co........................         89,900,000
  1,525,000  United Technologies Corp...........        103,700,000
                                                  -----------------
                                                        276,400,000
                                                  -----------------
             ALUMINUM (2.3%)
  2,250,000  Alcan Aluminium, Ltd. (ADR)+.......         53,437,500
  1,335,000  Aluminum Co. of America............        100,458,750
                                                  -----------------
                                                        153,896,250
                                                  -----------------
             APPAREL (0.8%)
  1,000,000  V.F. Corp..........................         51,000,000
                                                  -----------------
             AUTO PARTS (1.2%)
  1,100,000  TRW, Inc...........................         80,437,500
                                                  -----------------
             AUTOMOBILES (3.7%)
  1,850,000  Ford Motor Co......................        114,931,250
  2,250,000  General Motors Corp................        131,062,500
                                                  -----------------
                                                        245,993,750
                                                  -----------------
             BANKS (4.9%)
  2,000,000  BankAmerica Corp...................         86,250,000
  1,275,000  Morgan (J.P.) & Co., Inc...........         86,859,375
  1,750,000  NationsBank Corp...................         85,531,250
  2,175,000  Society Corp.......................         68,512,500
                                                  -----------------
                                                        327,153,125
                                                  -----------------
             BEVERAGES (2.7%)
  2,250,000  Coca Cola Co. (The)................         95,906,250
  2,250,000  PepsiCo, Inc.......................         88,031,250
                                                  -----------------
                                                        183,937,500
                                                  -----------------
             CHEMICALS (5.9%)
  1,600,000  Dow Chemical Co. (The).............        101,800,000
  1,975,000  Du Pont (E.I.) De Nemours & Co.....        105,415,625
    468,750  Eastman Chemical Co................         19,570,312
  1,400,000  Grace (W.R.) & Co..................         62,650,000
  1,425,000  Monsanto Co........................        109,190,625
                                                  -----------------
                                                        398,626,562
                                                  -----------------
             COAL (0.5%)
    500,000  MAPCO, Inc.........................         30,562,500
                                                  -----------------
             COMPUTERS (2.4%)
  2,100,000  Honeywell, Inc.....................         70,350,000
  1,700,000  International Business Machines
               Corp.............................         89,887,500
                                                  -----------------
                                                        160,237,500
                                                  -----------------
             CONGLOMERATES (3.0%)
    900,000  Minnesota Mining & Manufacturing
               Co...............................         94,837,500
  1,925,000  Tenneco, Inc.......................        107,318,750
                                                  -----------------
                                                        202,156,250
                                                  -----------------
             COSMETICS (2.7%)
    300,000  Avon Products, Inc.................         17,362,500
  1,725,000  Gillette Co. (The).................        106,518,750
  1,592,500  International Flavors & Fragrances,
               Inc..............................         59,121,563
                                                  -----------------
                                                        183,002,813
                                                  -----------------

<CAPTION>
  NUMBER
 OF SHARES                                              VALUE
- -----------                                       -----------------
<C>          <S>                                  <C>
             DRUGS (6.5%)
  3,250,000  Abbott Laboratories................  $      89,781,250
  1,500,000  American Home Products Corp........         89,812,500
  1,600,000  Bristol-Myers Squibb Co............         88,400,000
  1,500,000  Schering-Plough Corp...............         89,625,000
  2,750,000  SmithKline Beechman PLC (ADR)+.....         75,968,750
                                                  -----------------
                                                        433,587,500
                                                  -----------------
             ELECTRIC--MAJOR (1.9%)
    935,000  General Electric Co................         98,525,625
  2,200,000  Westinghouse Electric Corp.........         31,900,000
                                                  -----------------
                                                        130,425,625
                                                  -----------------
             FINANCE (1.3%)
  1,000,000  Beneficial Corp....................         37,750,000
  1,360,000  Household International, Inc.......         47,090,000
                                                  -----------------
                                                         84,840,000
                                                  -----------------
             FOODS (1.1%)
  1,150,000  Quaker Oats Co. (The)..............         73,025,000
                                                  -----------------
             HOUSEHOLD APPLIANCES (1.4%)
  1,400,000  Whirlpool Corp.....................         94,850,000
                                                  -----------------
             INSURANCE (1.4%)
  1,600,000  Aetna Life & Casualty Co...........         96,000,000
                                                  -----------------
             METALS & MINING (0.6%)
    700,000  Phelps Dodge Corp..................         39,287,500
                                                  -----------------
             NATURAL GAS (3.2%)
  1,600,000  Arkla, Inc.........................         12,800,000
  1,100,000  Burlington Resources, Inc..........         47,300,000
    600,000  El Paso Natural Gas Co.............         23,175,000
  2,950,000  Enron Corp.........................         94,031,250
  1,700,000  Panhandle Eastern Corp.............         37,187,500
                                                  -----------------
                                                        214,493,750
                                                  -----------------
             OFFICE EQUIPMENT (2.9%)
  2,000,000  Pitney Bowes, Inc..................         87,750,000
  1,100,000  Xerox Corp.........................        106,700,000
                                                  -----------------
                                                        194,450,000
                                                  -----------------
             OIL--DOMESTIC (2.7%)
  1,750,000  Amoco Corp.........................         91,437,500
    900,000  Atlantic Richfield Co..............         90,675,000
                                                  -----------------
                                                        182,112,500
                                                  -----------------
             OIL INTEGRATED--INTERNATIONAL (4.5%)
  1,525,000  Exxon Corp.........................         98,934,375
  1,300,000  Mobil Corp.........................        102,212,500
    975,000  Royal Dutch Petroleum Co. (ADR) +..        104,203,125
                                                  -----------------
                                                        305,350,000
                                                  -----------------
             PAPER & FOREST PRODUCTS (2.6%)
  1,050,000  Georgia Pacific Corp...............         74,812,500
  2,150,000  Weyerhaeuser Co....................        102,125,000
                                                  -----------------
                                                        176,937,500
                                                  -----------------
             PHOTOGRAPHY (1.4%)
  2,175,000  Eastman Kodak Co...................         93,525,000
                                                  -----------------
             RAILROADS (4.6%)
  1,575,000  Burlington Northern, Inc...........         99,028,125
  1,700,000  Conrail, Inc.......................        105,612,500
</TABLE>

<PAGE>
DEAN WITTER DIVIDEND GROWTH SECURITIES INC.
PORTFOLIO OF INVESTMENTS FEBRUARY 28, 1994 (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
  NUMBER
 OF SHARES                                              VALUE
- -----------                                       -----------------
<C>          <S>                                  <C>
  1,200,000  CSX Corp...........................  $     105,600,000
                                                  -----------------
                                                        310,240,625
                                                  -----------------
             RETAIL (1.9%)
  3,400,000  K-Mart Corp........................         64,600,000
    470,000  Petrie Stores Corp.................         12,807,500
  2,250,000  Woolworth (F.W.) Co................         49,500,000
                                                  -----------------
                                                        126,907,500
                                                  -----------------
             SOAP & HOUSEHOLD PRODUCTS (1.6%)
  1,850,000  Procter & Gamble Co................        106,143,750
                                                  -----------------
             TELECOMMUNICATIONS (1.4%)
  2,250,000  U.S. West, Inc.....................         92,250,000
                                                  -----------------
             TELEPHONES (5.0%)
  1,675,000  Bell Atlantic Corp.................         91,706,250
  2,850,000  GTE Corp...........................         92,981,250
  4,080,000  Sprint Corp........................        151,470,000
                                                  -----------------
                                                        336,157,500
                                                  -----------------
             UNCLASSIFIED (0.1%)
    150,000  Chemed Corp........................          4,856,250
                                                  -----------------
             UTILITIES--ELECTRIC (4.8%)
  3,025,000  Commonwealth Edison Co.............         80,918,750
  2,300,000  FPL Group, Inc.....................         77,625,000
  1,975,000  Houston Industries, Inc............         79,740,625
  2,575,000  Pacific Gas & Electric Co..........         81,434,375
                                                  -----------------
                                                        319,718,750
                                                  -----------------
             TOTAL COMMON STOCKS (IDENTIFIED
               COST $3,993,305,764).............      5,708,562,500
                                                  -----------------
<CAPTION>
 PRINCIPAL
AMOUNT (IN
THOUSANDS)
- -----------
<C>          <S>                                  <C>
             U.S. GOVERNMENT OBLIGATIONS (14.2%)
 $  50,000   U.S. Treasury Bond
               8.125% due 8/15/19................         57,671,875
    90,000   U.S. Treasury Bond
               8.00% due 11/15/21................        103,204,687
    50,000   U.S. Treasury Bond
               7.125% due 2/15/23................         52,203,125
   250,000   U.S. Treasury Bond
               6.250% due 8/15/23................        236,484,375
   110,000   U.S. Treasury Note
               4.625% due 11/30/94...............        110,515,625
<CAPTION>
 PRINCIPAL
AMOUNT (IN
THOUSANDS)                                               VALUE
- -----------                                        -----------------
<C>          <S>                                  <C>
 $ 250,000   U.S.   Treasury   Note   4.00%   due
               1/31/96...........................  $     246,992,187
    30,000   U.S. Treasury Note 8.875% due
               2/15/96...........................         32,325,000
    85,000   U.S. Treasury Note 6.375% due
               1/15/99...........................         87,842,188
    25,000   U.S.   Treasury   Note   8.00%   due
               5/15/01...........................         27,929,688
                                                   -----------------
             TOTAL U.S. GOVERNMENT OBLIGATIONS
               (IDENTIFIED COST $929,114,015)....        955,168,750
                                                   -----------------
             SHORT-TERM INVESTMENTS (0.8%)
             COMMERCIAL PAPER (A) (0.1%)
    10,000   Ford Motor Credit Co. 3.40% due
               3/1/94 (Amortized Cost
               $10,000,000)......................         10,000,000
                                                   -----------------
             REPURCHASE AGREEMENT (0.1%)
     5,773   The Bank of New York 3.375% due
               3/1/94 (dated 2/28/94; proceeds
               $5,773,342; collateralized by
               $585,654 U.S. Treasury Bond 8.125%
               due 8/15/21 valued at $629,472 and
               $5,257,088 U.S. Treasury Bill due
               6/02/94 valued at $5,208,785)
               (Identified Cost $5,772,801)......          5,772,801
                                                   -----------------
             U.S. GOVERNMENT AGENCY (A) (0.6%)
    37,000   Federal Home Loan Mortgage Corp.
               3.30% due 3/1/94 (Amortized Cost
               $37,000,000)......................         37,000,000
                                                   -----------------
             TOTAL SHORT-TERM INVESTMENTS
               (IDENTIFIED COST $52,772,801).....         52,772,801
                                                   -----------------
TOTAL INVESTMENTS (IDENTIFIED
  COST $4,975,192,580)(B)........      100.1%          6,716,504,051
LIABILITIES IN EXCESS
  OF OTHER ASSETS................       (0.1)            (4,805,347)
                                   ----------      -----------------
NET ASSETS.......................      100.0%        $ 6,711,698,704
                                   ----------      -----------------
                                   ----------      -----------------
<FN>
- ------------------
  +    AMERICAN DEPOSITORY RECEIPT.
(A)  COMMERCIAL PAPER AND U.S. GOVERNMENT AGENCY WERE PURCHASED ON A DISCOUNT
     BASIS. THE RATES SHOWN HAVE BEEN ADJUSTED TO REFLECT A BOND EQUIVALENT
     YIELD.
(B)  THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $4,975,192,580; THE
     AGGREGATE GROSS UNREALIZED APPRECIATION IS $1,865,726,273 AND THE AGGREGATE
     GROSS UNREALIZED DEPRECIATION IS $124,414,802, RESULTING IN NET UNREALIZED
     APPRECIATION OF $1,741,311,471.
</TABLE>

                         SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
Dean Witter Dividend Growth Securities Inc.
Financial Statements
- -------------------------------------------------------------------------------
Statement of Assets and Liabilities
February 28, 1994
- -------------------------------------------------------------------------------
<TABLE>
<S>                                       <C>
ASSETS:
Investments in securities, at value
 (identified cost $4,975,192,580).......   $6,716,504,051
Receivable for:
  Capital stock sold....................       27,364,396
  Dividends.............................       26,033,125
  Interest..............................        6,443,186
Prepaid expenses and other assets.......           11,520
                                          ---------------
        Total Assets....................    6,776,356,278
                                          ---------------
LIABILITIES:
Payable for:
  Investments purchased.................       52,634,460
  Capital stock repurchased.............        3,940,472
  Plan of distribution fee (Note 3).....        4,191,510
  Investment management fee (Note 2)....        2,349,369
Accrued expenses and other payables
 (Note 4)...............................        1,541,763
                                          ---------------
        Total Liabilities...............       64,657,574
                                          ---------------
NET ASSETS:
Paid-in-capital.........................    4,972,477,382
Accumulated undistributed net investment
 income.................................       25,864,803
Accumulated net realized loss on
 investments............................      (27,954,952)
Net unrealized appreciation on
 investments............................    1,741,311,471
                                          ---------------
        Net Assets......................  $ 6,711,698,704
                                          ---------------
                                          ---------------
Net Asset Value Per Share, 217,480,921
 shares outstanding (500,000,000 shares
 authorized of $.01 par value)..........           $30.86
                                            -------------
                                            -------------
</TABLE>
- ------------------------------------------------------------------------------
Statement of Operations For the year ended
February 28, 1994
- ------------------------------------------------------------------------------
<TABLE>
<S>                                         <C>
INVESTMENT INCOME:
 Income
  Dividends (net of $736,725 foreign
   withholding tax).......................   $170,511,702
  Interest................................     54,397,921
                                            -------------
        Total Income......................    224,909,623
                                            -------------
 Expenses
  Plan of distribution fee (Note 3).......     49,135,342
  Investment management fee (Note 2)......     26,921,563
  Transfer agent fees and expenses (Note
   4).....................................      6,100,641
  Registration fees.......................        720,773
  Shareholder reports and notices.........        291,629
  Custodian fees..........................        288,745
  Professional fees.......................         70,107
  Directors' fees and expenses (Note 4)...         35,790
  Other...................................         57,932
                                            -------------
        Total Expenses....................     83,622,522
                                            -------------
          Net Investment Income...........    141,287,101
                                            -------------
NET REALIZED AND UNREALIZED GAIN ON
 INVESTMENTS (Note 1) :
  Net realized gain on investments........     25,830,137
  Net change in unrealized appreciation on
   investments............................    396,814,113
                                            -------------
        Net Gain on Investments...........    422,644,250
                                            -------------
          Net Increase in Net Assets
            Resulting from Operations.....  $ 563,931,351
                                            -------------
                                            -------------
</TABLE>

Statement of Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                For the year        For the
                                                                                   ended           year ended
                                                                                February 28,      February 29,
                                                                                    1994              1993
                                                                              ----------------  ----------------
<S>                                                                           <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
  Operations:
    Net investment income...................................................   $  141,287,101    $  122,938,892
    Net realized gain (loss) on investments.................................       25,830,137       (53,785,088)
    Net change in unrealized appreciation on investments....................      396,814,113       359,912,029
                                                                              ----------------  ----------------
        Net increase in net assets resulting from operations................      563,931,351       429,065,833
                                                                              ----------------  ----------------
  Dividends and distributions to shareholders from:
    Net investment income...................................................     (137,991,103)     (116,675,177)
    Net realized gain on investments........................................        -0-              (6,169,166)
                                                                              ----------------  ----------------
        Total dividends and distributions...................................     (137,991,103)     (122,844,343)
                                                                              ----------------  ----------------
  Net increase from capital stock transactions (Note 5).....................      900,256,045     1,008,744,141
                                                                              ----------------  ----------------
        Total increase......................................................    1,326,196,293     1,314,965,631
NET ASSETS:
  Beginning of period.......................................................    5,385,502,411     4,070,536,780
                                                                              ----------------  ----------------
  End of period (including undistributed net investment income of
   $25,864,803 and $22,568,805, respectively)...............................   $6,711,698,704    $5,385,502,411
                                                                              ----------------  ----------------
                                                                              ----------------  ----------------
</TABLE>

                       See Notes to Financial Statements
<PAGE>
DEAN WITTER DIVIDEND GROWTH SECURITIES INC.
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.  Organization and Accounting Policies--Dean Witter Dividend Growth Securities
Inc.  (the "Fund") is  registered under the  Investment Company Act  of 1940, as
amended (the "Act"),  as a diversified,  open-end management investment  company
and was incorporated in Maryland on December 22, 1980.

    The following is a summary of significant accounting policies:

    A.  VALUATION  OF INVESTMENTS--(1)  an equity  portfolio security  listed or
    traded on the New York  or American Stock Exchange  is valued at its  latest
    sale  price taken at 4:00 p.m. New York time on that exchange (if there were
    no sales that day, the security is valued at the latest bid price); (2)  all
    other  portfolio securities for which over-the-counter market quotations are
    readily available  are valued  at  the latest  bid  price; (3)  when  market
    quotations are not readily available, including circumstances under which it
    is  determined by the  Investment Manager that  sale and bid  prices are not
    reflective of a security's market value, portfolio securities are valued  at
    their fair value as determined in good faith under procedures established by
    and  under  the  general  supervision  of  the  Fund's  Board  of  Directors
    (valuation of debt securities  for which market  quotations are not  readily
    available  may be based  upon current market prices  of securities which are
    comparable in coupon, rating and maturity or an appropriate matrix utilizing
    similar factors); (4)  the fair  value of short-term  debt securities  which
    mature  at a date less than sixty  days subsequent to the valuation date are
    determined on an amortized cost or amortized value basis; and (5) the  value
    of  other  assets will  be  determined in  good  faith at  fair  value under
    procedures established by and  under the general  supervision of the  Fund's
    Board of Directors.

    B.  ACCOUNTING FOR  INVESTMENTS--Security transactions are  accounted for on
    the trade date (date the order to  buy or sell is executed). Realized  gains
    and  losses on security  transactions are determined  on the identified cost
    method. Dividend income is recorded on the ex-dividend date. Interest income
    is accrued daily.

    C. FEDERAL INCOME  TAX STATUS--It is  the Fund's policy  to comply with  the
    requirements of the Internal Revenue Code applicable to regulated investment
    companies  and to distribute all of  its taxable income to its shareholders.
    Accordingly, no federal income tax provision is required.

    D. DIVIDENDS AND DISTRIBUTIONS  TO SHAREHOLDERS--The Fund records  dividends
    and  distributions to  its shareholders  on the  record date.  The amount of
    dividends and  distributions from  net investment  income and  net  realized
    capital   gains  are  determined  in  accordance  with  federal  income  tax
    regulations, which may differ from generally accepted accounting principles.
    These "book/tax" differences are either considered temporary or permanent in
    nature. To  the  extent these  differences  are permanent  in  nature,  such
    amounts  are reclassified within the capital accounts based on their federal
    tax-basis treatment; temporary differences do not require reclassifications.
    Dividends and  distributions  which exceed  net  investment income  and  net
    realized  capital gains  for financial  reporting purposes  but not  for tax
    purposes are reported  as dividends in  excess of net  investment income  or
    distributions  in excess of  net realized capital gains.  To the extent they
    exceed net  investment  income  and  net  realized  capital  gains  for  tax
    purposes, they are reported as distributions of paid-in-capital.

    E. REPURCHASE AGREEMENTS--The Fund's custodian takes possession on behalf of
    the Fund of the collateral pledged for investments in repurchase agreements.
    It  is the policy of the Fund to  value the underlying collateral daily on a
    mark-to-market  basis  to  determine  that  the  value,  including   accrued
    interest,  is at least equal to  the repurchase price plus accrued interest.
    In the event of default  of the obligation to  repurchase, the Fund has  the
    right  to liquidate the collateral and apply the proceeds in satisfaction of
    the obligation.

2.   Investment  Management  Agreement--Pursuant  to  an  Investment  Management
Agreement  (the "Agreement") with Dean Witter InterCapital Inc. (the "Investment
Manager"), the Fund pays its Investment Manager a management fee, accrued  daily
and payable monthly, by applying the following annual rates to the net assets of
the  Fund determined as of the close of each business day: 0.625% of the portion
of the daily net assets not exceeding $250 million; 0.50% of the portion of  the
daily  net assets exceeding $250 million but not exceeding $1 billion; 0.475% of
the portion of the daily  net assets exceeding $1  billion but not exceeding  $2
billion;  0.45% of the portion of the  daily net assets exceeding $2 billion but
not exceeding  $3  billion;  0.425% of  the  portion  of the  daily  net  assets
exceeding  $3 billion but not exceeding $4  billion; 0.40% of the portion of the
daily net assets exceeding $4 billion

<PAGE>
DEAN WITTER DIVIDEND GROWTH SECURITIES INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
but not exceeding  $5 billion; 0.375%  of the  portion of the  daily net  assets
exceeding  $5 billion but not  exceeding $6 billion and  0.35% of the portion of
the daily net assets exceeding $6 billion.

    Under the  terms  of the  Agreement,  in  addition to  managing  the  Fund's
investments,  the Investment Manager  maintains certain of  the Fund's books and
records  and  furnishes  office  space  and  facilities,  equipment,   clerical,
bookkeeping  and certain legal services, and pays the salaries of all personnel,
including officers of the Fund who are employees of the Investment Manager.  The
Investment Manager also bears the cost of telephone services, heat, light, power
and other utilities provided to the Fund.

3.   Plan  of Distribution--Shares  of the Fund  are distributed  by Dean Witter
Distributors Inc. (the "Distributor"), an  affiliate of the Investment  Manager.
The Fund has adopted a Plan of Distribution (the "Plan"), pursuant to Rule 12b-1
under  the Act, pursuant to which the Fund  pays the Distributor a fee, which is
accrued daily and payable monthly, at an  annual rate of 1.0% of the lesser  of:
(a)  the average  daily aggregate  gross sales  of the  Fund's shares  since the
inception of the Plan on July 2, 1984 (not including reinvestments of  dividends
or  capital gains  distributions), less  the average  daily aggregate  net asset
value of the  Fund's shares  redeemed since the  Plan's inception  upon which  a
contingent  deferred sales charge has been imposed or waived; or (b) the average
daily net  assets of  the Fund  attributable to  shares issued,  net of  related
shares  redeemed, since inception of  the Plan. Amounts paid  under the Plan are
paid to the Distributor to  compensate it for the  services it provided and  the
expenses  borne  by it  and others  in  the distribution  of the  Fund's shares,
including the  payment  of  commissions  for sales  of  the  Fund's  shares  and
incentive  compensation to and expenses of the account executives of Dean Witter
Reynolds Inc., an affiliate  of the Investment Manager,  and other employees  or
selected  dealers who engage in or support  distribution of the Fund's shares or
who service  shareholder accounts,  including overhead  and telephone  expenses,
printing  and distribution of  prospectuses and reports  used in connection with
the offering  of  the Fund's  shares  to  other than  current  shareholders  and
preparation,  printing  and  distribution of  sales  literature  and advertising
materials,  and  the  opportunity  costs   in  advancing  such  amounts,   which
compensation  would be  in the  form of  a carrying  charge on  any unreimbursed
expenses.

    Provided  that  the  Plan  continues  in  effect,  any  cumulative  expenses
incurred,  but not yet  recovered, may be  recovered through future distribution
fees from  the  Fund and  contingent  deferred  sales charges  from  the  Fund's
shareholders.

    The  Distributor  has  informed  the  Fund  that  it  received approximately
$6,568,000 in contingent deferred sales charges from certain redemptions of  the
Fund's  shares for the year ended February 28, 1994. The Fund's shareholders pay
such charges which are not an expense of the Fund.

4.    Security  Transactions  and  Transactions  with  Affiliates--The  cost  of
purchases and the proceeds from sales of portfolio securities for the year ended
February  28, 1994, excluding  short-term investments, aggregated $1,832,397,805
and $777,382,830, respectively, including purchases and sales of U.S. Government
securities of $992,884,719 and $767,396,125, respectively. For the same  period,
the Fund paid brokerage commissions of $199,065 to Dean Witter Reynolds Inc. for
transactions executed on behalf of the Fund.

    Included  in the Fund's payable for  investments purchased is $8,039,175 for
unsettled trades with Dean Witter Reynolds Inc.

    Dean Witter  Trust  Company, an  affiliate  of the  Investment  Manager  and
Distributor,  is the Fund's transfer  agent. At February 28,  1994, the Fund had
transfer agent fees and expenses payable of approximately $1,058,000.

    On April 1, 1991, the  Fund established an unfunded noncontributory  defined
benefit  pension plan  covering all Independent  Directors of the  Fund who will
have served as an Independent  Director for at least five  years at the time  of
retirement.  Benefits  under  this  plan  are  based  on  years  of  service and
compensation during the last five years of service. Aggregate pension costs  for
the  year ended February 28,  1994, included in Directors'  fees and expenses in
the Statement of Operations, amounted to $11,554. At February 28, 1994, the Fund
had an  accrued  pension liability  of  $40,660  which is  included  in  accrued
expenses in the Statement of Assets and Liabilities.

<PAGE>
DEAN WITTER DIVIDEND GROWTH SECURITIES INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

5.  Capital Stock--Transactions in capital stock were as follows:

<TABLE>
<S>                                                       <C>          <C>             <C>          <C>
                                                              FOR THE YEAR ENDED           FOR THE YEAR ENDED
                                                               FEBRUARY 28, 1994            FEBRUARY 28, 1993
                                                          ---------------------------  ---------------------------
                                                            SHARES         AMOUNT        SHARES         AMOUNT
Sold....................................................   52,400,350  $1,583,778,568   54,290,034  $1,483,462,274
Reinvestment of dividends and distributions.............    4,255,666     128,128,068    4,193,664     114,004,567
                                                          -----------  --------------  -----------  --------------
                                                           56,656,016   1,711,906,636   58,483,698   1,597,466,841
Repurchased.............................................  (26,834,265)   (811,650,591) (21,557,199)   (588,722,700)
                                                          -----------  --------------  -----------  --------------
Net increase............................................   29,821,751  $  900,256,045   36,926,499  $1,008,744,141
                                                          -----------  --------------  -----------  --------------
                                                          -----------  --------------  -----------  --------------
</TABLE>

6.  Federal Income Tax Status--During the year ended February 28, 1994, the Fund
utilized  approximately  $5,956,000  of  its  net  capital  loss  carryovers. At
February 28, 1994, the  Fund had a net  capital loss carryover of  approximately
$27,955,000,  which will be  available through February 28,  2001. To the extent
that this capital loss carryover is used  to offset future capital gains, it  is
probable that the gains so offset will not be distributed to shareholders.

    The  Fund  had  permanent  book/tax  differences  primarily  attributable to
dividend redesignations. To  reflect cumulative  reclassifications arising  from
permanent book/tax differences for the year ended February 28, 1993, accumulated
undistributed  net investment  income was  charged and  accumulated net realized
loss on investments was credited for $120,303.

                      1994   FEDERAL    INCOME    TAX    NOTICE    (UNAUDITED)
  During the fiscal year ended February 28, 1994, 100% of the income dividends
  qualified for the dividends received deduction available to corporations.

<PAGE>
Dean Witter Dividend Growth Securities Inc.
Financial Highlights
- --------------------------------------------------------------------------------

Selected data and ratios for a share of capital stock outstanding throughout
each period:

<TABLE>
<CAPTION>
                                                          FOR THE YEAR ENDED FEBRUARY 28,
                    ------------------------------------------------------------------------------------------------------------
                      1994       1993       1992*      1991       1990       1989       1988*      1987       1986       1985
                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
PER SHARE OPERATING PERFORMANCE:
  Net asset value,
   beginning of
   period.......... $   28.70  $   27.01  $   23.50  $   22.47  $   20.32  $   19.28  $   20.63  $   17.56  $   13.79  $   12.11
                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
    Investment
     income--net...      0.68       0.70       0.71       0.79       0.72       0.68       0.67       0.51       0.49       0.62
    Realized and
     unrealized
     gain (loss) on
investments--net...      2.16       1.72       3.63       1.04       2.83       1.78      (0.99)      3.56       3.90       1.64
                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
  Total from
   investment
   operations......      2.84       2.42       4.34       1.83       3.55       2.46      (0.32)      4.07       4.39       2.26
                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
  Less dividends
   and
   distributions:
    Dividends from
     net investment
     income........     (0.68)     (0.69)     (0.76)     (0.80)     (0.76)     (0.62)     (0.73)     (0.52)     (0.52)     (0.56)
    Distributions
     from net
     realized gains
     on
     investments...    -0-         (0.04)     (0.07)    -0-         (0.64)     (0.80)     (0.30)     (0.48)     (0.10)     (0.02)
                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
  Total dividends
   and
   distributions...     (0.68)     (0.73)     (0.83)     (0.80)     (1.40)     (1.42)     (1.03)     (1.00)     (0.62)     (0.58)
                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
  Net asset value,
   end of period... $   30.86  $   28.70  $   27.01  $   23.50  $   22.47  $   20.32  $   19.28  $   20.63  $   17.56  $   13.79
                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
                    ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
TOTAL INVESTMENT
  RETURN+..........      9.98%      9.13%     18.82%      8.51%     17.85%     13.26%     (1.40)%     23.96%     32.88%     19.41%
RATIOS/SUPPLEMENTAL
  DATA:
  Net assets, end
   of period (in
   thousands)...... $6,711,699 $5,385,502 $4,070,537 $3,015,499 $2,759,836 $1,859,527 $1,824,203 $1,652,138 $609,812   $115,382
  Ratio of expenses
   to average net
   assets..........      1.37%      1.40%      1.42%      1.51%      1.41%      1.55%      1.55%      1.52%      1.55%      1.24%
  Ratio of net
   investment
   income to
   average net
   assets..........      2.31%      2.67%      2.91%      3.62%      3.46%      3.44%      3.47%      3.35%      4.73%      6.20%
  Portfolio
   turnover rate...     13  %       8  %       5  %       5  %       3  %       8  %       7  %      12  %       6  %      10  %(1)
<FN>
- -----------------
*  YEAR ENDED FEBRUARY 29.
+  DOES NOT INCLUDE THE DEDUCTION OF SALES LOAD.
(1) EXCLUDES LONG-TERM U.S. GOVERNMENT SECURITIES WHICH ARE INCLUDED IN
SUBSEQUENT YEARS.
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>
Dean Witter Dividend Growth Securities Inc.
Report of Independent Accountants
- --------------------------------------------------------------------------------

To  the  Shareholders and  Board  of Directors  of  Dean Witter  Dividend Growth
Securities Inc.

In our opinion, the accompanying statement of assets and liabilities,  including
the  portfolio of investments,  and the related statements  of operations and of
changes in  net assets  and  the financial  highlights  present fairly,  in  all
material  respects,  the  financial  position  of  Dean  Witter  Dividend Growth
Securities Inc. (the "Fund") at February 28, 1994, the results of its operations
for the year then ended, the changes in its net assets for each of the two years
in the period then ended and the financial highlights for each of the ten  years
in  the  period then  ended, in  conformity  with generally  accepted accounting
principles. These  financial  statements  and  financial  highlights  (hereafter
referred  to as  "financial statements")  are the  responsibility of  the Fund's
management; our  responsibility is  to  express an  opinion on  these  financial
statements  based  on our  audits. We  conducted our  audits of  these financial
statements in  accordance  with  generally  accepted  auditing  standards  which
require  that we plan and perform the audit to obtain reasonable assurance about
whether the financial  statements are  free of material  misstatement. An  audit
includes  examining,  on  a  test basis,  evidence  supporting  the  amounts and
disclosures in  the financial  statements, assessing  the accounting  principles
used  and significant estimates  made by management,  and evaluating the overall
financial statement presentation.  We believe  that our  audits, which  included
confirmation of securities owned at February 28, 1994 by correspondence with the
custodian  and brokers,  provide a  reasonable basis  for the  opinion expressed
above.

PRICE WATERHOUSE
New York, New York
March 30, 1994
<PAGE>


BOARD OF DIRECTORS

Jack F. Bennett
Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire                                       Dean Witter
Dr. John E. Jeuck                                   Dividend Growth
Dr. Manuel H. Johnson                               Securities
Paul Kolton
Michael E. Nugent
Philip J. Purcell
John L. Schroeder
Edward R. Telling

OFFICERS

Charles A. Fiumefreddo
Chairman and Chief Executive Officer

Sheldon Curtis
Vice President, Secretary and General Counsel

Paul D. Vance
Vice President

Thomas F. Caloia
Treasurer

TRANSFER AGENT

Dean Witter Trust Company
Harborside Financial Center - Plaza Two
Jersey City, New Jersey 07311

LEGAL COUNSEL

Sheldon Curtis
Two World Trade Center
New York, New York 10048

INDEPENDENT ACCOUNTANTS

Price Waterhouse
1177 Avenue of the Americas
New York, New York 10036

INVESTMENT MANAGER

Dean Witter InterCapital Inc.
Two World Trade Center
New York, New York 10048


This report is submitted for the general
information of shareholders of  the Fund.
For more detailed information about the
Fund, its officers and directors, fees,
expenses and other pertinent information,
please see the prospectus of the Fund.

This report is not authorized for distribution
to prospective investors in the Fund unless
preceded or accompanied by an effective prospectus.
                                                    Annual Report
                                                    February 28, 1994


<PAGE>

DEAN WITTER DIVIDEND GROWTH SECURITIES
<TABLE>
<CAPTION>
                         GROWTH OF $10,000
                         ($ IN THOUSANDS)
     DATE                 TOTAL             S&P 500
- ----------------------------------------------------
<S>                       <C>               <C>
February 29, 1984          $10,000          $10,000

February 28, 1985          $11,941          $12,086

February 28, 1986          $15,868          $15,769

February 28, 1987          $19,669          $20,422

February 29, 1988          $19,394          $19,867

February 28, 1989          $21,965          $22,218

February 28, 1990          $25,885          $26,404

February 28, 1991          $28,089          $30,275

February 29, 1992          $33,375          $35,126

February 28, 1993          $36,424          $38,867

February 28, 1994          $40,061(3)       $42,092

<CAPTION>
                          AVERAGE ANNUAL TOTAL RETURNS
                            1 YEAR   5 YEARS     10 YEARS
- ---------------------------------------------------------
<S>                         <C>      <C>       <C>
Non-Standard                9.98(1)  12.77(1)  14.89(1)
Standard (-CDSC)            4.98(2)  12.52(2)  14.89(2)

                            _____ Fund _____ S&P 500 (4)

Past performance is not predictive of future returns.
________________________________________
(1)  Figure shown assumes reinvestment of all distributions and does not reflect
     the deduction of any sales charges.

(2)  Figure shown assumes reinvestment of all distributions and the deduction of
     the  maximum applicable contingent deferred sales charge (CDSC) (1 year-5%,
     5 years-2%, 10 years-0%).  See the Fund's current prospectus for complete
     details on fees and sales charges.

(3)  Closing value assuming a complete redemption on February 28, 1994.

(4)  The S&P 500 is a broad-based index, the performance of which is based on
     the average performance of 500 widely held common stocks. The index does
     not include any expenses, fees or charges.
</TABLE>


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