<PAGE>
Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities and 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
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
Morgan Stanley Dean Witter Utilities Fund
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(Name of Registrant as Specified in its Charter)
LouAnne D. McInnis
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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.
4) Proposed maximum aggregate value of transaction:
5) Fee previously paid:
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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MORGAN STANLEY DEAN WITTER UTILITIES FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 4, 1999
A Special Meeting of Shareholders of MORGAN STANLEY DEAN WITTER UTILITIES
FUND (the "Fund"), an unincorporated business trust organized under the laws of
the Commonwealth of Massachusetts, will be held in Conference Room A,
Forty-Fourth Floor, Two World Trade Center, New York, New York 10048, on August
4, 1999 at 9:00 A.M., New York City time, for the following purposes:
1. To approve or disapprove a change in the Fund's investment objective
from current income and long-term growth of income and capital to capital
appreciation and current income;
2. To approve or disapprove a change in the Fund's investment
restriction from investing 25% or more of its assets in the public
utilities industry to investing 25% or more of its assets in the utilities
industry; and
3. To transact such other business as may properly come before the
meeting or any adjournment 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. Alternatively, if you are eligible to vote telephonically by touchtone
telephone or electronically on the Internet (as discussed in the enclosed proxy
statement) you may do so in lieu of attending the Meeting.
In the event that the necessary quorum to transact business is not
obtained at the meeting, or the vote required to approve or reject any proposal
is not obtained, 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 Fund'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 proposals 1 and 2 and will vote against
such adjournment those proxies required to be voted against those proposals.
BARRY FINK,
Secretary
May 24, 1999
New York, New York
IMPORTANT
YOU CAN HELP THE FUND 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 ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. CERTAIN SHAREHOLDERS WILL BE ABLE TO VOTE TELEPHONICALLY BY TOUCHTONE
TELEPHONE OR ELECTRONICALLY ON THE INTERNET BY FOLLOWING INSTRUCTIONS
CONTAINED ON THEIR PROXY CARDS OR ON THE ENCLOSED VOTING INFORMATION CARD.
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MORGAN STANLEY DEAN WITTER
UTILITIES FUND
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 proxy statement is furnished in connection with the solicitation of
proxies by the Trustees of MORGAN STANLEY DEAN WITTER UTILITIES FUND (the
"Fund"), for use at the Special Meeting of Shareholders of the Fund to be held
on August 4, 1999, and at any adjournments thereof (the "Meeting").
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 Proposals 1 and 2 set forth in the
Notice of Special Meeting. 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 (whether by mail or, as discussed below, by touchtone telephone or the
Internet) (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.
Shareholders ("Shareholders") 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, are entitled to one vote for each share held and a
fractional vote for a fractional share. On May 10, 1999 there were outstanding
141,794,721.3 shares of beneficial interest of the Fund, all with $0.01 par
value. The following persons were known to own of record or beneficially 5% or
more of the outstanding shares of a Class of the Fund on that date: Class
A--Dean Witter Trust FSB Trustee A P L HealthCare Group Inc, P.O. Box 957,
Jersey City, NJ 07303-0957 (15.9%), Morgan Stanley Dean Witter Trust FSB
Trustee D & H Manufacturing Co. & Amalar Inc., P.O. Box 957, Jersey City, NJ
07303-0957 (11.8%), Private Scavengers Health & Welfare Fund Local Union #731,
I.B. of T, Attn: William Woldman, 1100 East 31st Street, P.O. Box 1407,
LaGrange Park, IL 60526-9507 (7.5%), Morgan Stanley Dean Witter Trust FSB
Trustee FBO Chattanooga Housing Authority Retirement Plan, P.O. Box 957, Jersey
City, NJ 07303-0957 (5.1%); Class C--Harry Lewis & Janet J. Lewis TTEES F/T
Harry & Janet Lewis Revocable TR DTD 3/29/95 A/C #1, P.O. Box 352, Pebble
Beach, CA 93953-0352 (5.6%); Class D--MAC & Co A/C DWRF 8604612 Mellon Bank
N.A. Mutual Funds Operations, P.O. Box 3198, Pittsburgh, PA 15230-3198 (71.9%),
IAM & AW Local Lodge PM#2848 Multi-EMP Wage Reduc 401K PSP 3/6/86 TTEE J
Winterhalter, P.O. Box 3039, Birmingham, MI 48012-3039 (6.5%). The Trustees and
officers of the Fund, together, owned less than 1% of the Fund's outstanding
shares on that date. The percentage ownership of shares of the Fund changes
from time to time depending on purchases and redemptions by shareholders and
the total number of shares outstanding. The first mailing of this proxy
statement is expected to be made on or about May 25, 1999.
The cost of soliciting proxies for the Meeting, estimated at approximately
$140,000, consisting principally of printing and mailing expenses, will be
borne by the Fund. The solicitation of proxies will be by mail, which may be
supplemented by solicitation by mail, telephone or otherwise through Trustees,
officers of the Fund,
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officers and regular employees of Morgan Stanley Dean Witter Advisors Inc.
("MSDW Advisors" or the "Investment Manager"), Morgan Stanley Dean Witter
Services Company Inc. ("MSDW Services"), Morgan Stanley Dean Witter Trust FSB
("MSDW Trust") and/or Dean Witter Reynolds Inc. ("DWR") without special
compensation therefor. The business address of the aforementioned entities
(other than MSDW Trust) as well as Morgan Stanley Dean Witter Distributors
Inc., is Two World Trade Center, New York, New York.
Shareholders whose shares are registered with MSDW Trust will be able to
vote their shares by touchtone telephone or by Internet by following the
instructions on the proxy card or on the Voting Information Card accompanying
this proxy statement. To vote by touchtone telephone, Shareholders can call the
toll-free number 1-800-690-6903. To vote by Internet, Shareholders can access
the websites www.msdwt.com or www.proxyvote.com. Telephonic and Internet voting
with MSDW Trust presently are not available to Shareholders whose shares are
held in street name.
In certain instances, MSDW Trust, an affiliate of MSDW Advisors, may call
Shareholders to ask if they would be willing to have their votes recorded by
telephone. This telephone voting procedure is designed to authenticate
Shareholders' identities, to allow Shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm that their
instructions have been recorded properly. No recommendation will be made as to
how a Shareholder should vote on the Proposals other than to refer to the
recommendation of the Board. The Fund has been advised by counsel that these
procedures are consistent with the requirements of applicable law. Shareholders
voting by telephone in this manner will be asked for their social security
number or other identifying information and will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions.
To ensure that the Shareholders' instructions have been recorded correctly they
will receive a confirmation of their instructions in the mail. A special
toll-free number will be available in case the information contained in the
confirmation is incorrect. Although a Shareholder's vote may be taken by
telephone, each Shareholder will receive a copy of this proxy statement and may
vote by mail using the enclosed proxy card or by touchtone telephone or
Internet as set forth above. The last proxy vote received in time to be voted,
whether by proxy card, touchtone telephone or Internet, will be the vote that
is counted and will revoke all previous votes by the Shareholder.
(1) APPROVAL OR DISAPPROVAL OF A CHANGE IN THE FUND'S INVESTMENT
OBJECTIVE FROM CURRENT INCOME AND LONG-TERM GROWTH OF
INCOME AND CAPITAL TO CAPITAL APPRECIATION AND CURRENT INCOME
The Fund's current investment objective is to provide current income and
long-term growth of income and capital. As a result of changes in the utilities
industry principally due to increased deregulation and the competition
resulting therefrom, the Fund's Investment Manager has recommended changing the
Fund's investment objective to more fully reflect the current and changing
state of the utilities industry.
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.
3
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The Investment Manager believes that by eliminating the component of
long-term growth of income from the Fund's investment objective, the Fund's
objective would be more compatible with actual present day market conditions in
the utilities industry. Additionally, with a revised investment objective, the
Fund 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 Fund's investment
objective be changed to seek both capital appreciation and current income.
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 Fund's investment objective as described
above. Prior to and during the meeting the Trustees requested information they
deemed necessary to enable them to determine whether the recommendation was in
the best interests of the Fund and its Shareholders.
Based upon its review, the Board determined that the change in investment
objective was in the best interests of the Fund and its Shareholders because it
would potentially permit a greater emphasis on capital appreciation 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 Fund's Shareholders.
REQUIRED VOTE
The Fund'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 Fund. Such a majority
means the affirmative vote of the holders of (a) 67% or more of the shares of
the Fund 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 Fund, whichever is less.
THE TRUSTEES, INCLUDING ALL THE INDEPENDENT TRUSTEES, OF THE FUND
RECOMMEND THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE CHANGE IN THE FUND'S
INVESTMENT OBJECTIVE.
(2) APPROVAL OR DISAPPROVAL OF A CHANGE IN THE FUND'S INVESTMENT
RESTRICTION FROM INVESTING 25% OR MORE OF ITS ASSETS IN THE
"PUBLIC" UTILITIES INDUSTRY TO INVESTING 25% OR MORE OF ITS
ASSETS IN THE UTILITIES INDUSTRY.
A fundamental policy of the Fund provides that the Fund may not "invest
25% or more of its total assets in securities of issuers in any one industry
except that the Fund will concentrate in the public utilities industry..." The
Fund's Investment Manager has recommended to the Board of Trustees of the The
Fund that this policy be revised to eliminate the word "public" from the
description of utilities industry 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 in
the discussion under Proposal 1 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.
4
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The Investment Manager has determined that the Fund's current investment
restriction is unnecessarily limiting to the Fund and has recommended a
revision to the restriction in 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 Fund's investment practices and policies which are not
fundamental policies. Specifically, the Investment Manager recommended updating
the definition of what constitutes doing business as a utilities company in the
Fund's prospectus from a company which is "primarily" engaged in the business
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. Additionally, the Investment Manager recommended expanding the
definition of "utilities industry" in the Fund's prospectus to include certain
emerging technology product and service providers. The Board of the Fund
approved these recommendations and the Fund has implemented them. These
non-fundamental changes to the Fund's investment policies do not require
Shareholder approval.
THE BOARD'S CONSIDERATION
The Board of the Fund met in person on April 22, 1999 for the purpose of
considering the proposed change to the Fund's investment restriction as
described above. The Board considered all relevant factors and information
which they received and determined that the change to the Fund's investment
restriction was in the best interest of the Fund and its shareholders in that
it would offer the Fund greater access to investment opportunities in all areas
of the utilities industry.
REQUIRED VOTE
The Fund's investment restriction 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 Fund. Such a majority
means the affirmative vote of the holders of (a) 67% or more of the shares of
the Fund 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 Fund, whichever is less.
THE TRUSTEES, INCLUDING ALL THE INDEPENDENT TRUSTEES, OF THE FUND
RECOMMEND THAT SHAREHOLDERS VOTE FOR APPROVAL OF THE CHANGE IN THE FUND'S
INVESTMENT RESTRICTION.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business at the
Meeting, or the vote required to approve or reject any proposal is not
obtained, 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 Fund'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 Proposals 1 and 2 and will vote against such
adjournment those proxies required to be voted against such Proposals.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of a proposal, and broker "non-votes" will not be deemed to be present
at the Meeting for purposes of determining whether the 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.
5
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REPORTS TO SHAREHOLDERS
THE FUND'S MOST RECENT ANNUAL REPORT, FOR THE FISCAL YEAR ENDED DECEMBER
31, 1998, HAS BEEN SENT PREVIOUSLY TO THE FUND'S SHAREHOLDERS AND IS AVAILABLE
WITHOUT CHARGE UPON REQUEST FROM NINA WESSEL AT MORGAN STANLEY DEAN WITTER
TRUST FSB, HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW JERSEY
07311 (TELEPHONE 1-800-869-NEWS (TOLL FREE)).
INTEREST OF CERTAIN PERSONS
MSDW, MSDW Advisors, DWR and MSDW Services and certain of their respective
directors, officers, and employees, including persons who are Trustees or
officers of the Fund, may be deemed to have an interest in the proposals
described in this Proxy Statement to the extent that certain of such companies
and their affiliates have contractual and other arrangements, described
elsewhere in this Proxy Statement, pursuant to which they are paid fees by the
Fund, and certain of those individuals are compensated for performing services
relating to the Fund and may also own shares of MSDW. Such companies and
persons may thus be deemed to derive benefits from the approvals by
Shareholders of such proposals.
OTHER BUSINESS
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 intended that the persons named in the attached form of proxy,
or their substitutes, will vote such proxy in accordance with their judgment on
such matters.
By Order of the Board of Trustees
BARRY FINK
Secretary
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MORGAN STANLEY DEAN WITTER UTILITIES FUND
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Ronald E. Robison, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Annual Meeting of Shareholders of
Morgan Stanley Dean Witter Utilities Fund on August 4, 1999, at 9:00 a.m., New
York City time, and at any adjournment thereof, on the proposals set forth in
the Notice of Meeting dated May 24, 1999 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY
THE BOARD OF TRUSTEES.
IMPORTANT--THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
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TO VOTE BY MAIL, PLEASE COMPLETE AND RETURN THIS CARD
YOU ALSO MAY VOTE A PROXY BY TOUCH-TONE PHONE OR BY INTERNET
(SEE ENCLOSED VOTING INFORMATION CARD FOR FURTHER INSTRUCTIONS)
TO VOTE A PROXY BY PHONE, call Toll-Free: 1-800-690-6903
TO VOTE A PROXY BY INTERNET, visit our Website(s): WWW.MSDWT.COM or
WWW.PROXYVOTE.COM
PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK [X]
1. Approval or Disapproval of a Change FOR AGAINST ABSTAIN
in the Fund's Investment Objective [ ] [ ] [ ]
From Current Income and Long-Term
Growth of Income and Capital to
Capital Appreciation and Current
Income
2. Approval or Disapproval of a Change FOR AGAINST ABSTAIN
in the Fund's Investment Restriction [ ] [ ] [ ]
From Investing 25% or More of its
Assets in the "Public" Utilities
Industry to Investing 25% or More of
Its Assets in the Utilities Industry.
Please make sure to sign and date this Proxy using black or blue ink.
Date -------------------------------------------------------------
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Shareholder sign in the box above
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Co-Owner (if any) sign in the box above
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PLEASE FOLD AND DETACH AT PERFORATION ALONG DOTTED LINES
MORGAN STANLEY DEAN WITTER
UTILITIES FUND
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IMPORTANT
USE ONE OF THESE THREE EASY WAYS TO VOTE YOUR PROXY
1. BY MAIL. PLEASE DATE, SIGN AND RETURN THE ABOVE PROXY CARD IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
2. BY INTERNET. HAVE YOUR PROXY CARD AT HAND. GO TO THE "VOTE YOUR PROXY HERE"
LINK ON THE WEBSITE WWW.MSDWT.COM OR WWW.PROXYVOTE.COM. ENTER YOUR
12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY CARD AND FOLLOW THE SIMPLE
INSTRUCTIONS.
3. BY TELEPHONE. HAVE YOUR PROXY CARD AT HAND. CALL 1-800-690-6903 ON A
TOUCH-TONE PHONE. ENTER YOUR 12-DIGIT CONTROL NUMBER LOCATED ON THE PROXY
CARD AND FOLLOW THE SIMPLE RECORDED INSTRUCTIONS.
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PRX 00049, 00382, 00383, 00384
<PAGE>
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MORGAN STANLEY DEAN WITTER FUNDS
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OFFERS TWO NEW WAYS TO VOTE YOUR PROXY
24 HOURS A DAY, 7 DAYS A WEEK
You can now vote your proxy in a matter of minutes with the ease and
convenience of the Internet or the telephone. You may still vote by mail.
But remember, if you are voting by Internet or telephone, do not mail the
proxy.
TO VOTE BY INTERNET:
1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Go to the "Proxy Voting" link on www.msdwt.com or to website
www.proxyvote.com.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Follow the simple instructions.
TO VOTE BY TELEPHONE:
1. Read the enclosed Proxy Statement and have your Proxy Card available.
2. Call toll-free 1-800-690-6903.
3. Enter the 12-digit Control Number found on your Proxy Card.
4. Follow the simple recorded instructions.
Your Proxy Vote is Important!
Thank You for Submitting Your Proxy.
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