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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
MORGAN STANLEY DEAN WITTER VARIABLE INVESTMENT SERIES
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(Name of Registrant as Specified In Its Charter)
TODD LEBO
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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MORGAN STANLEY DEAN WITTER VARIABLE INVESTMENT SERIES
UTILITIES PORTFOLIO
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 4, 1999
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Notice is hereby given that a Special Meeting of Shareholders of the
Utilities Portfolio of MORGAN STANLEY DEAN WITTER VARIABLE INVESTMENT SERIES
(the "Fund") will be held in Conference Room A, 44th Floor, 2 World Trade
Center, New York, New York 10048, on August 4, 1999 (the "Meeting"), at 10:00
a.m., New York City time, for the following purposes:
1. To approve or disapprove a change in the Portfolio's investment
objective from an objective to provide current income and long-term growth
of income and capital, by investing primarily in equity and fixed-income
securities of companies engaged in the public utilities industry, to an
objective to seek both capital appreciation and current income;
2. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Shareholders of record as of the close of business on May 10, 1999 are
entitled to notice of and to vote at the Meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that purpose.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting with
respect to the Utilities Portfolio, the persons named as proxies may propose one
or more adjournments of the Meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of the holders of a
majority of the shares of the Utilities Portfolio, present in person or by proxy
at the Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of Proposal 1
and will vote against any such adjournment those proxies to be voted against
Proposal 1.
BARRY FINK
SECRETARY
May 28, 1999
New York, New York
IMPORTANT
YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU
ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE
ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE
MEETING.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU CAST YOUR VOTE:
FOR APPROVAL OF THE CHANGE IN THE INVESTMENT OBJECTIVE OF THE UTILITIES
PORTFOLIO.
YOUR VOTE IS IMPORTANT
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MORGAN STANLEY DEAN WITTER VARIABLE INVESTMENT SERIES
UTILITIES PORTFOLIO
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
AUGUST 4, 1999
This statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Board" or "Trustees") of MORGAN STANLEY DEAN
WITTER VARIABLE INVESTMENT SERIES (the "Fund") for use at the Special Meeting of
Shareholders of the Utilities Portfolio of the Fund to be held on August 4, 1999
(the "Meeting"), and at any adjournments thereof. The first mailing of this
Proxy Statement is expected to be made on or about May 28, 1999.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted in favor of Proposal 1 set forth in the attached
Notice of Special Meeting of Shareholders. A proxy may be revoked at any time
prior to its exercise by any of the following: written notice of revocation to
the Secretary of the Fund, execution and delivery of a later dated proxy to the
Secretary of the Fund (if returned and received in time to be voted), or
attendance and voting at the Meeting. Attendance at the Meeting will not in and
of itself revoke a proxy.
The Fund consists of sixteen separate Portfolios. The holders of shares
("Shareholders") of the Utilities Portfolio of the Fund of record as of the
close of business on May 10, 1999, the record date for the determination of
Shareholders entitled to notice of and to vote at the Meeting (the "Record
Date"), are entitled to one vote for each share held and a fractional vote for a
fractional share. As of May 10, 1999, the Record Date, the Utilities Portfolio
had 25,982,474.568 shares outstanding. The percentage ownership of shares of the
Utilities Portfolio changes from time to time depending on purchases and
redemptions by Shareholders and the total number of shares outstanding.
The shares of the Portfolio are currently sold only to: (1) Northbrook Life
Insurance Company ("Northbrook") for allocation to certain separate accounts
established to fund the benefits under certain flexible premium deferred
variable annuity contracts and certain flexible premium variable life insurance
contracts issued by Northbrook; (2) Allstate Life Insurance Company of New York
("Allstate New York") for allocation to certain separate accounts established to
fund the benefits under certain flexible premium deferred variable annuity
contracts issued by Allstate New York; (3) Glenbrook Life and Annuity Company
("Glenbrook") for allocation to certain separate accounts established to fund
the benefits under certain flexible premium deferred variable annuity contracts
issued by Glenbrook; and (4) Paragon Life Insurance Company ("Paragon") for
allocation to a separate account established to fund the benefits under certain
flexible premium variable life insurance contracts it issues in connection with
an employer-sponsored insurance program offered only to certain employees of
Morgan Stanley Dean Witter & Co. ("MSDW"), the parent company of the Fund's
investment manager, Morgan
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Stanley Dean Witter Advisors Inc. (the "Investment Manager"). The separate
accounts are sometimes referred to individually as an "Account" and collectively
as the "Accounts." The variable annuity contracts issued by Northbrook, Allstate
New York and Glenbrook are sometimes referred to as the "Variable Annuity
Contracts." The variable life insurance contracts issued by Northbrook,
Glenbrook and Paragon are sometimes referred to as the "Variable Life
Contracts." The Variable Annuity Contracts and the Variable Life Contracts are
sometimes referred to as the "Contracts."
PROXIES
In accordance with their view of currently applicable law, Northbrook,
Allstate New York and Paragon (which were the only shareholders of the Fund on
the Record Date) will vote the shares of the Utilities Portfolio held in the
applicable Account based on instructions received from the owners of Contracts
("Contract Owners") having the voting interest in the corresponding Sub-Accounts
of the Account. In connection with the solicitation of such instructions from
such Contract Owners, it is understood and expected that Northbrook, Allstate
New York and Paragon will furnish a copy of this Proxy Statement and Prospectus
to Contract Owners and that Northbrook, Allstate New York and Paragon will
furnish to Contract Owners one or more instruction cards by which the Contract
Owners may provide their instructions to Northbrook, Allstate New York and
Paragon. Shares for which no instructions are received in time to be voted will
be voted by Northbrook, Allstate New York and Paragon in the same proportion as
shares for which instructions have been received in time to be voted.
The cost of soliciting proxies for the Meeting, which consists principally
of printing and mailing expenses and which is expected to be approximately
$56,000, will be paid by the Utilities Portfolio. Such expenses include the
costs of printing and mailing this Proxy Statement. The solicitation of proxies
will be by mail, which may be supplemented by solicitation by mail, telephone or
otherwise through Trustees and officers of the Fund and officers and regular
employees of certain affiliates of the Fund, including Morgan Stanley Dean
Witter Advisors Inc., Morgan Stanley Dean Witter Trust FSB ("MSDW Trust"),
Morgan Stanley Dean Witter Services Company Inc. and/or Dean Witter Reynolds
Inc., without special compensation.
(1) APPROVAL OR DISAPPROVAL OF A CHANGE IN THE FUND'S INVESTMENT OBJECTIVE FROM
AN OBJECTIVE TO PROVIDE CURRENT INCOME AND LONG-TERM GROWTH OF
INCOME AND CAPITAL, BY INVESTING PRIMARILY IN EQUITY AND
FIXED-INCOME SECURITIES OF COMPANIES ENGAGED IN
THE PUBLIC UTILITIES INDUSTRY, TO AN
OBJECTIVE
TO SEEK BOTH CAPITAL APPRECIATION
AND CURRENT INCOME
The Utilities Portfolio's current investment objective is to provide current
income and long-term growth of income and capital, by investing primarily in
equity and fixed-income securities of companies engaged in the public utilities
industry. As a result of changes in the utilities industry due to increased
deregulation and the competition resulting therefrom, the Fund's Investment
Manager has recommended changing the Utilities Portfolio's investment objective
to more fully reflect the current and changing state of the utilities industry.
2
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Historically, because of regulated captive or monopoly markets and little
competition, many utilities companies not only paid current dividends from the
revenues they received but actively sought, over time, to grow and increase the
dividends they paid to shareholders. As a result of deregulation, new
competitors focused on growth have entered into markets traditionally controlled
by a limited number of utilities companies and, as a result, there has been an
increased emphasis on the part of many utilities companies to implement
growth-oriented strategies by retaining income either through freezing dividends
to shareholders or not paying dividends at all. Instead, many utilities
companies have attempted to enhance shareholder value through long-term capital
growth by using their income to invest in and diversify into other businesses
believed to have high growth potential, some of which may not directly relate to
the utilities business. These businesses may or may not pay dividends to
shareholders. Consequently, shareholders of these companies are no longer
realizing increased dividends on their shares.
The Investment Manager believes that by eliminating the component of
long-term growth of income from the Utilities Portfolio' s investment objective,
the Utilities Portfolio's objective would be more compatible with actual present
day market conditions in the utilities industry. Additionally, with a revised
investment objective the Utilities Portfolio would be better able to take
advantage of investment opportunities which have the potential to maximize total
return through capital appreciation while still seeking to provide current
income. The Investment Manager, therefore, recommended to the Fund's Board of
Trustees that the Utilities Portfolio's investment objective be changed to an
objective to seek both capital appreciation and current income.
The Investment Manager has also recommended to the Board of Trustees of the
Fund that the Utilities Portfolio's investment objective eliminate the
requirement that the Utilities Portfolio invest primarily in equity and
fixed-income securities of companies engaged in the public utilities industry.
This is due to the fact that increased deregulation has changed the face of the
traditional utilities industry and many issuers comprising this industry are not
considered "public utilities" as such term has historically been used to
describe utilities companies having a specific franchise service territory under
an environmental monopoly. As set forth above, the utilities industry has
experienced increased deregulation through the break-up of publicly regulated
monopolies and the entrance of private service providers in the fields of
electricity, gas, telephone, cable and other public services. Additionally,
certain providers of communications services and technology have never been
considered "public" utilities yet comprise a growing component of the utilities
industry.
The Investment Manager has determined that the Utilities Portfolio's current
investment limitation is unnecessarily limiting to the Utilities Portfolio and
has recommended a revision to the limitation order to take advantage of
investment opportunities throughout an expanded utilities industry which no
longer encompasses only "public" utilities companies. In connection with this
recommendation, the Investment Manager also proposed to the Board certain
changes to the Utilities Portfolio's investment practices and policies which are
not fundamental policies. Specifically, the Investment Manager has recommended
eliminating the term "public" from the definition of what constitutes doing
business as a utilities company in the Fund's prospectus to a company which
derives 50% of its revenues or earnings from the utilities industry or devotes
at least 50% of its assets to activities in the utilities industry. These
non-fundamental changes to the Utilities Portfolio's investment policies do not
require Shareholder approval.
The Investment Manager, therefore recommended to the Fund's Board of
Trustees that the Utilities Portfolio's investment objective be changed to an
objective to seek both capital appreciation and current income.
3
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THE BOARD'S CONSIDERATION
The Board of the Fund met in person on April 22, 1999 for the purpose of
considering the proposed change in the Utilities Portfolio's investment
objective. At their meeting in person on April 22, 1999, the Trustees considered
each of the Investment Manager's recommendations. Prior to and during the
meeting the Trustees requested information they deemed necessary to enable them
to determine whether the recommendations are in the best interests of the
Utilities Portfolio and its Shareholders.
Based upon its review, the Board determined that the change in investment
objective was in the best interests of the Utilities Portfolio and its
Shareholders because it would potentially permit a greater emphasis on capital
growth under conditions perceived by the Investment Manager to be favorable for
such investments than would the current objective while at the same time
retaining a significant income component. Accordingly, the Board, including all
of the Independent Trustees, voted to recommend approval of the change in
investment objective to the Utilities Portfolio's Shareholders.
REQUIRED VOTE
The Utilities Portfolio's investment objective is fundamental and cannot be
changed unless such change is approved at the Meeting, or any adjournments
thereof, by a majority of the outstanding voting securities of the Utilities
Portfolio. Such a majority means the affirmative vote of the holders of (a) 67%
of more of the shares of the Utilities Portfolio present, in person or by proxy,
at the Meeting, if the holders of more than 50% of the outstanding shares are so
present, or (b) more than 50% of the outstanding shares of the Utilities
Portfolio, whichever is less.
THE TRUSTEES, INCLUDING ALL THE INDEPENDENT TRUSTEES, OF THE FUND RECOMMEND
THAT SHAREHOLDERS OF THE UTILITIES PORTFOLIO VOTE FOR APPROVAL OF THE CHANGE IN
THE UTILITIES PORTFOLIO'S INVESTMENT OBJECTIVE.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Meeting with
respect to the Utilities Portfolio, the persons named as proxies may propose one
or more adjournments of the Meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of the holders of a
majority of the Utilities Portfolio's shares, present in person or by proxy at
the Meeting. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of Proposal 1 and will
vote against any such adjournment those proxies required to be voted against
those proposals.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed to
be present at the Meeting for purposes of determining whether a particular
proposal to be voted upon has been approved. Broker "non-votes" are shares held
in street name for which the broker indicates that instructions have not been
received from the beneficial owners or other persons entitled to vote and for
which the broker does not have discretionary voting authority.
SHAREHOLDER PROPOSALS
The Fund does not hold regular Shareholders' meetings. Proposals of
Shareholders intended to be presented at the next meeting of Shareholders must
be received a reasonable time prior to the mailing of the proxy materials sent
in connection with the meeting, for inclusion in the proxy statement for that
meeting.
4
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REPORTS TO SHAREHOLDERS
THE FUND'S MOST RECENT ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31,
1998, AND ITS MOST RECENT SEMI-ANNUAL REPORT, ARE AVAILABLE WITHOUT CHARGE UPON
REQUEST FROM ADRIENNE RYAN-PINTO AT DEAN WITTER TRUST FSB, HARBORSIDE FINANCIAL
CENTER, PLAZA TWO, JERSEY CITY, NEW JERSEY 07311 (TELEPHONE 1-800-869-NEWS
(TOLL-FREE)).
OTHER BUSINESS
The management of the Fund knows of no other matters which may be presented
at the Meeting. However, if any matters not now known properly come before the
Meeting, it is the intention of the persons named in the enclosed form of proxy
to vote all shares that they are entitled to vote on any such matter, utilizing
such proxy in accordance with their best judgment on such matters.
By Order of the Board of Trustees
BARRY FINK
SECRETARY
5
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VOTING INSTRUCTIONS FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
MORGAN STANLEY DEAN WITTER VARIABLE INVESTMENT SERIES-UTILITIES PORTFOLIO
TO BE HELD ON AUGUST 4, 1999
This Instruction Card is solicited by ____________________________ from owners
of variable annuity contracts and/or variable life insurance policies issued by
________________________ who have specified that a portion of their investment
be allocated to this Portfolio of Morgan Stanley Dean Witter Variable Investment
Series.
The undersigned contract/policy owner hereby instructs that the votes
attributable to the undersigned's interest with respect to the above-referenced
Portfolio be cast as directed on the reverse side at the Special Meeting of
Shareholders of Morgan Stanley Dean Witter Variable Investment Series-Utilities
Portfolio on August 4, 1999 at 10:00 a.m., New York City time. The undersigned,
by completing this Form, does hereby authorize _____________________to exercise
its discretion in voting upon such other business as may properly come before
the Meeting.
This Instruction Card, when properly executed, will be voted by
__________________in the manner directed herein by the undersigned. If no
direction is made, the votes attributable to this Instruction Card will be voted
FOR the proposal listed on the reverse side. Interests in the Portfolio for
which no instructions are received will be voted by __________________in the
same proportion as votes for which Instructions are received for the Portfolio.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON THIS VOTING INSTRUCTIONS
CARD. PLEASE MARK, SIGN, DATE AND MAIL
YOUR VOTING INSTRUCTIONS CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. If
joint owners, each should sign. When
signing as executor, trustee, etc., give
full title as such.
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Signature
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Signature (if held jointly)
---------------------------, 1999
Date
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THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE FOR THE FOLLOWING PROPOSAL.
Please mark your choices below in blue or black ink. Example: Sign the
Voting Instructions Card on the reverse side and return as soon as possible in
the enclosed envelope.
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1. Approval of a change in the Investment Objective of Morgan
Stanley Dean Witter Variable Investment Series - Utilities Portfolio
from an objective to provide current income and long term
growth of income and capital, by investing primarily in equity
and fixed-income securities of companies engaged in the
public utilities industry to an objective to seek capital
appreciation and current income FOR AGAINST ABSTAIN
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