WITTER DEAN CAPITAL GROWTH SECURITIES
N-30D, 1994-12-19
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<PAGE>
                     DEAN WITTER CAPITAL GROWTH SECURITIES
                             Two World Trade Center
                            New York, New York 10048

DEAR SHAREHOLDER:
- --------------------------------------------------------------------------------
Since  Dean Witter  Capital Growth Securities'  last report  to shareholders six
months ago, consumer spending has continued to increase significantly as  1993's
mortgage  refinancings  generated  increased  disposable  income.  What's  more,
retail, home and automobile sales have risen rapidly in conjunction with  higher
levels of employment.

    This  has brought about  a steady diet  of higher interest  rates. Since our
last report, the federal funds rate -- the interest rate banks charge each other
for overnight loans -- has risen 100  basis points to 4.75 percent. The  Federal
Reserve  Board's tighter policy has also affected  the discount rate -- the rate
the Federal  Reserve charges  member banks  for  loans --  which stood  at  4.00
percent  on October 31, 1994.  Both stock and bond prices  have been hard hit by
this environment.

PERFORMANCE

    For the fiscal year ended October 31,
1994, the broad market as measured by the
Standard &  Poor's  Index of  500  stocks
(S&P 500) recorded a total return of 3.85
percent.  Over the same  period, the Fund
registered  a  total   return  of   -0.79
percent. Since inception (April 2, 1990),
through  October  31,  1994,  the  Fund's
total return  was 34.50  percent,  versus
60.60  percent  for the  S&P  500. (Total
returns do  not  reflect  the  effect  of
sales charges.)

    The reason for the Fund's
underperformance versus the S&P 500 since
inception is its rigorous stock screening
process.  As outlined in previous letters
to shareholders, early in the Fund's life
companies had to have exhibited at  least
10  consecutive  years  of  earnings  and
revenue growth  before  being  considered
for  inclusion in the portfolio. However,
the  effect   of  1991's   recession   on
corporate  revenues and earnings severely
constricted  the  number  of   qualifying
issues.    The   inherent   decrease   in
diversification seriously hurt the Fund's
performance. In  addition,  many  of  the
stocks   in  the   portfolio  represented
consumer brand-name companies,  primarily
companies  in  the food  and  health care
industries.  Historically,  these  issues
had   been  the  most  consistent  growth
companies in the most stable  industries,
but  in  recent  years  have dramatically
underperformed  the  market.  The  Fund's
underperformance of the broad market over
the  most  recent  fiscal  year  is  also
attributable to higher interest rates and
a focus by  investors on cyclical  stocks
rather  than growth stocks.  To qualify a
broader list  of appropriate  securities,
the Fund's stock-
<PAGE>
screening  process  has  been  slightly modified.  As  such,  companies  are now
eligible for  inclusion in  the portfolio  if they  show positive  earnings  and
revenue  growth for  the last five  consecutive years  AND nine of  the last ten
years. As  of October  31, 1994,  the portfolio  consisted of  42 equity  issues
spread  among 33 industry groups. We believe that the actions taken in modifying
the screening process will improve the Fund's performance in the months to come.

    The accompanying chart illustrates the  performance of a $10,000  investment
in the Fund from inception (April 2, 1990) through the fiscal year ended October
31,  1994, versus  the performance of  a similar hypothetical  investment in the
issues that comprise the S&P 500.

THE PORTFOLIO

    During the past 12  months, the Fund initiated  purchases of Coca-Cola  Co.,
Schering-Plough,  Federal  National Mortgage  Association,  Sherwin-Williams and
American Barrick Resources, as these issues qualified for the portfolio for  the
first time under the Fund's screening process. Sold were the Fund's positions in
Philip  Morris Cos., EG&G, Inc., Tyson Foods, Inc. (Class A), Dillard Department
Stores Inc. (Class A), Block Drug, Inc. (Class A), and J.M. Smucker (Class A&B).
These issues no longer qualified for the portfolio.

GOING FORWARD

    Given the  Federal  Reserve  Board's  commitment  to  controlling  inflation
through higher interest rates, periods of share price volatility like those seen
over  the Fund's recently concluded fiscal  year may recur. However, we continue
to believe that the long-term outlook for the economy and the securities markets
in general  is favorable.  We also  remain strongly  convinced that  the  common
stocks  of well-established growth companies will perform relatively well longer
term. Consequently, we are confident, patient and relatively fully invested.

    We look forward to continuing to serve you and your investment needs. If you
have any questions concerning your investments, please feel free to contact us.

                                          Very truly yours,

                                          Charles A. Fiumefreddo
                                          CHAIRMAN OF THE BOARD
<PAGE>
DEAN WITTER CAPITAL GROWTH SECURITIES
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   SHARES                                                                    VALUE
- -------------                                                            --------------
<C>             <S>                                                      <C>
                COMMON STOCKS (97.4%)
                ADVERTISING (2.6%)
      362,200   Interpublic Group Cos., Inc............................    $ 11,952,600
                                                                         --------------
                APPAREL (1.5%)
      191,000   Cintas Corp............................................       6,780,500
                                                                         --------------
                AUTOMOTIVE - REPLACEMENT PARTS (2.6%)
      327,200   Genuine Parts Co.......................................      11,820,100
                                                                         --------------
                BANKING (7.2%)
      349,300   Banc One Corp..........................................      10,086,038
      370,700   Central Fidelity Banks, Inc............................      10,657,625
      228,600   Fifth Third Bancorp....................................      11,887,200
                                                                         --------------
                                                                             32,630,863
                                                                         --------------
                BEVERAGES - ALCOHOLIC (2.5%)
      227,800   Anheuser-Busch Cos., Inc...............................      11,560,850
                                                                         --------------
                BEVERAGES - SOFT DRINKS (1.3%)
      119,000   Coca Cola Co. (The)....................................       5,979,750
                                                                         --------------
                BUILDING MATERIALS (1.6%)
      223,000   Sherwin-Williams Co....................................       7,275,375
                                                                         --------------
                BUSINESS SYSTEMS (2.6%)
      324,600   General Motors Corp. (Class E).........................      11,888,475
                                                                         --------------
                CHEMICALS - SPECIALTY (4.8%)
      358,600   Nalco Chemical Co......................................      11,564,850
      293,200   Sigma-Aldrich, Inc.....................................      10,188,700
                                                                         --------------
                                                                             21,753,550
                                                                         --------------
                COMPUTER SERVICES (2.7%)
      207,800   Automatic Data Processing, Inc.........................      12,130,325
                                                                         --------------
                CONSUMER SERVICES (2.5%)
      254,800   Block (H&R), Inc.......................................      11,306,750
                                                                         --------------
                COSMETICS (2.6%)
      273,200   International Flavors & Fragrances, Inc................      11,986,650
                                                                         --------------
                DRUGS (4.0%)
      250,000   Forest Laboratories, Inc. (Class A)*...................      11,500,000
       95,000   Schering-Plough Corp...................................       6,768,750
                                                                         --------------
                                                                             18,268,750
                                                                         --------------
                DRUGS & HEALTHCARE (2.6%)
      378,500   Abbott Laboratories....................................      11,733,500
                                                                         --------------
                ELECTRIC EQUIPMENT (2.2%)
      182,900   Grainger (W.W.), Inc...................................      10,059,500
                                                                         --------------
                ELECTRONICS (2.4%)
      294,600   Dionex Corp.*..........................................      10,900,200
                                                                         --------------
                ENTERTAINMENT (2.2%)
      457,500   Circus Circus Enterprises, Inc.*.......................      10,179,375
                                                                         --------------
</TABLE>

<PAGE>
DEAN WITTER CAPITAL GROWTH SECURITIES
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   SHARES                                                                    VALUE
- -------------                                                            --------------
<C>             <S>                                                      <C>
                FINANCIAL - MISCELLANEOUS (1.7%)
      101,000   Federal National Mortgage Association..................    $  7,676,000
                                                                         --------------
                FOOD WHOLESALERS (2.6%)
      479,200   Sysco Corp.............................................      11,920,100
                                                                         --------------
                FOODS (8.2%)
      375,700   ConAgra, Inc...........................................      11,693,662
      235,073   Tootsie Roll Industries, Inc...........................      14,603,910
      247,800   Wrigley, (Wm.) Jr., Co., (Class A).....................      11,181,975
                                                                         --------------
                                                                             37,479,547
                                                                         --------------
                GOLD MINING (1.7%)
      322,000   American Barrick Resource Corp.........................       7,687,750
                                                                         --------------
                HOUSEWARES (2.6%)
      433,400   Rubbermaid, Inc........................................      11,918,500
                                                                         --------------
                INSURANCE (2.3%)
      683,200   Crawford & Co., (Class B)..............................      10,675,000
                                                                         --------------
                MACHINERY - DIVERSIFIED (2.6%)
      265,000   Thermo Electron Corp.*.................................      12,090,625
                                                                         --------------
                MANUFACTURED HOUSING (2.2%)
      565,000   Clayton Homes, Inc.*...................................      10,240,625
                                                                         --------------
                MANUFACTURING (2.6%)
      619,700   Federal Signal Corp....................................      11,929,225
                                                                         --------------
                MEDICAL EQUIPMENT (5.1%)
    1,003,100   Biomet, Inc.*..........................................      11,535,650
      335,000   Stryker Corp...........................................      11,473,750
                                                                         --------------
                                                                             23,009,400
                                                                         --------------
                RESTAURANTS (5.7%)
      135,000   Brinker International*.................................       3,121,875
      691,100   International Dairy Queen, Inc. (Class A)*.............      11,230,375
      411,000   McDonald's Corp........................................      11,816,250
                                                                         --------------
                                                                             26,168,500
                                                                         --------------
                RETAIL - DEPARTMENT STORES (2.4%)
      474,300   Wal-Mart Stores, Inc...................................      11,146,050
                                                                         --------------
                RETAIL - DRUG STORES (2.6%)
      289,900   Walgreen Co............................................      12,030,850
                                                                         --------------
                RETAIL - FOOD CHAINS (2.6%)
      400,300   Albertson's, Inc.......................................      12,009,000
                                                                         --------------
                TOBACCO (2.3%)
      400,100   UST, Inc...............................................      10,602,650
                                                                         --------------
                UTILITIES (2.3%)
      529,043   Citizens Utilities Co. of Delaware (Series A)*.........       7,009,820
      279,610   Citizens Utilities Co. of Delaware (Series B)*.........       3,704,832
                                                                         --------------
                                                                             10,714,652
                                                                         --------------
                TOTAL COMMON STOCKS (IDENTIFIED COST $435,998,987).....     445,505,587
                                                                         --------------
</TABLE>

<PAGE>
DEAN WITTER CAPITAL GROWTH SECURITIES
PORTFOLIO OF INVESTMENTS OCTOBER 31, 1994 (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
 PRINCIPAL
 AMOUNT (IN
 THOUSANDS)                                                                VALUE
- ------------                                                           --------------
<C>           <S>                                                      <C>
              SHORT-TERM INVESTMENTS (2.7%)
              COMMERCIAL PAPER (A)(1.8%)
              AUTOMOTIVE FINANCE (1.8%)
$     8,000   Ford Motor Credit Corp. 4.724% due 11/02/94 (Amortized
                Cost $7,998,951).....................................    $  7,998,951
                                                                       --------------
              REPURCHASE AGREEMENT (0.9%)
      4,118   The Bank of New York 4.8125% due 11/1/94 (dated
                10/31/94; proceeds $4,118,734; collaterized by
                $2,203,143 U.S. Treasury Note 5.125% due 12/31/98
                valued at $2,063,634 and $2,052,935 U.S. Treasury
                Note 7.25% due 11/15/96 valued at $2,136,921)
                (Identified Cost $4,118,191).........................       4,118,191
                                                                       --------------
              TOTAL SHORT-TERM INVESTMENTS (IDENTIFIED COST
                $12,117,142).........................................      12,117,142
                                                                            --------------
          TOTAL INVESTMENTS (IDENTIFIED COST $448,116,129) (B)...  100.1%      457,622,729
          LIABILITIES IN EXCESS OF OTHER ASSETS..................   (0.1)         (645,940)
                                                                   ------   --------------
          NET ASSETS.............................................  100.0%     $456,976,789
                                                                   ------   --------------
                                                                   ------   --------------
<FN>
- ----------------
 *   NON-INCOME PRODUCING SECURITY.
(A)  COMMERCIAL PAPER WAS PURCHASED ON A DISCOUNT BASIS. THE INTEREST RATE
     SHOWN HAS BEEN ADJUSTED TO REFLECT A BOND EQUIVALENT YIELD.
(B)  THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $448,395,011; THE
     AGGREGATE GROSS UNREALIZED APPRECIATION IS $39,897,616 AND THE AGGREGATE
     GROSS UNREALIZED DEPRECIATION IS $30,669,898, RESULTING IN NET UNREALIZED
     APPRECIATION OF $9,227,718.

</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
DEAN WITTER CAPITAL GROWTH SECURITIES
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                           <C>
ASSETS:
Investments in securities, at value (identified cost
  $448,116,129) (Note 1)....................................    $457,622,729
Receivable for:
  Investments sold (Note 4).................................      1,325,131
  Dividends.................................................        383,020
  Shares of beneficial interest sold........................        367,710
Deferred organizational expenses (Note 1)...................         10,460
Prepaid expenses and other assets...........................         30,710
                                                              -------------
        TOTAL ASSETS........................................    459,739,760
                                                              -------------
LIABILITIES:
Payable for:
  Investments purchased (Note 4)............................      1,349,123
  Shares of beneficial interest repurchased.................        525,049
  Plan of distribution fee (Note 3).........................        391,178
  Investment management fee (Note 2)........................        254,266
Payable to bank.............................................          4,835
Accrued expenses (Note 4)...................................        238,520
                                                              -------------
        TOTAL LIABILITIES...................................      2,762,971
                                                              -------------
NET ASSETS:
Paid-in-capital.............................................    470,166,328
Net unrealized appreciation on investments..................      9,506,600
Accumulated net investment loss.............................        (46,185)
Accumulated net realized loss on investments................    (22,649,954)
                                                              -------------
        NET ASSETS..........................................    $456,976,789
                                                              -------------
                                                              -------------
NET ASSET VALUE PER SHARE, 38,525,537 shares outstanding
  (unlimited shares authorized of $.01 par value)...........
                                                                     $11.86
                                                              -------------
                                                              -------------
</TABLE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1994

<TABLE>
<S>                                                           <C>
INVESTMENT INCOME:
  INCOME
    Dividends...............................................   $  9,034,949
    Interest................................................        436,110
                                                              -------------
        TOTAL INCOME........................................      9,471,059
                                                              -------------
  EXPENSES
    Plan of distribution fee (Note 3).......................      5,495,508
    Investment management fee (Note 2)......................      3,515,322
    Transfer agent fees and expenses........................      1,003,556
    Shareholder reports and notices.........................         91,586
    Professional fees.......................................         52,114
    Custodian fees..........................................         43,874
    Registration fees.......................................         33,879
    Trustees' fees and expenses (Note 4)....................         27,896
    Organizational expenses (Note 1)........................         25,440
    Other...................................................         13,238
                                                              -------------
        TOTAL EXPENSES......................................     10,302,413
                                                              -------------
          NET INVESTMENT LOSS...............................       (831,354)
                                                              -------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (Note
  1):
    Net realized loss on investments........................    (22,635,036)
    Net change in unrealized depreciation on investments....     21,479,587
                                                              -------------
        NET LOSS ON INVESTMENTS.............................     (1,155,449)
                                                              -------------
          NET DECREASE IN NET ASSETS RESULTING FROM
            OPERATIONS......................................   $ (1,986,803)
                                                              -------------
                                                              -------------
</TABLE>

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                 FOR THE YEAR ENDED      FOR THE YEAR ENDED
                                  OCTOBER 31, 1994        OCTOBER 31, 1993
                                ---------------------   ---------------------
<S>                             <C>                     <C>
INCREASE (DECREASE) IN NET
  ASSETS:
  Operations:
    Net investment loss.......       $  (831,354)            $(3,384,674)
    Net realized gain (loss)
      on investments..........       (22,635,036)             68,600,006
    Net change in unrealized
      depreciation on
      investments.............        21,479,587            (115,365,070)
                                ---------------------   ---------------------
  Net decrease in net assets
   resulting from
   operations.................        (1,986,803)            (50,149,738)
  Distributions to
   shareholders from net
   realized gain..............       (68,486,686)            (11,268,234)
  Net decrease from
   transactions in shares of
   beneficial interest (Note
   5).........................      (155,714,841)           (228,526,648)
                                ---------------------   ---------------------
        Total decrease........      (226,188,330)           (289,944,620)
NET ASSETS:
  Beginning of period.........       683,165,119             973,109,739
                                ---------------------   ---------------------
  END OF PERIOD (including
   accumulated net investment
   loss of $46,185 and
   $37,261, respectively).....       $456,976,789            $683,165,119
                                ---------------------   ---------------------
                                ---------------------   ---------------------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
DEAN WITTER CAPITAL GROWTH SECURITIES
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1.    ORGANIZATION  AND  ACCOUNTING  POLICIES  --  Dean  Witter  Capital  Growth
Securities (the "Fund") is registered under the Investment Company Act of  1940,
as  amended  (the  "Act"),  as  a  diversified,  open-end  management investment
company. The Fund was organized as a Massachusetts business trust on December 8,
1989 and commenced operations on April 2, 1990.

    The following is a summary of significant accounting policies:

    A.  VALUATION OF INVESTMENTS -- (1)  an equity security listed or traded  on
    the  New York or American Stock Exchange  is valued at its latest sale price
    on that exchange prior to the time when assets are valued; 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 available bid price prior to the
    time of valuation;  (3) when  market quotations are  not readily  available,
    portfolio  securities are valued  at their fair value  as determined in good
    faith under procedures established by  and under the general supervision  of
    the  Trustees; and (4) short-term debt  securities having a maturity date of
    more than sixty days at the time of purchase are valued on a  mark-to-market
    basis,  until sixty days prior to  maturity and thereafter at amortized cost
    based on  their  value on  the  61st  day. Short-term  securities  having  a
    maturity  date of sixty days  or less at the time  of purchase are valued at
    amortized cost.

    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 and includes discounts on certain short-term securities.

    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 reclassification.
    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.     ORGANIZATIONAL  EXPENSES  --   Dean  Witter  InterCapital  Inc.  (the
    "Investment Manager") paid the  organizational expenses of  the Fund in  the
    amount  of approximately $127,100 which have been reimbursed by the Fund for
    the full amount  thereof. Such  expenses have  been deferred  and are  being
    amortized on the straight-line method over a period not to exceed five years
    from the commencement of operations.
<PAGE>
DEAN WITTER CAPITAL GROWTH SECURITIES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

2.   INVESTMENT  MANAGEMENT AGREEMENT  -- Pursuant  to an  Investment Management
Agreement, 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 at the close of each  business day: 0.65% to the portion of
daily net assets not exceeding $500 million;  0.55% to the portion of daily  net
assets exceeding $500 million but not exceeding $1 billion; 0.50% to the portion
of  daily net assets  exceeding $1 billion  but not exceeding  $1.5 billion; and
0.475% to the portion of daily net assets exceeding $1.5 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, at its own expense, office space, 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  compensation,
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
Fund's  inception  (not  including  reinvestment  of  dividend  or  capital gain
distributions) less the average  daily aggregate net asset  value of the  Fund's
shares  redeemed since  the Fund's  inception upon  which a  contingent deferred
sales charge has been imposed or upon which such charge has been waived; or  (b)
the Fund's average daily net assets. Amounts paid under the Plan are paid to the
Distributor to compensate it for the services 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 Distributor, 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. In addition, the
Distributor may  be compensated  under the  Plan for  its opportunity  costs  in
advancing  such amounts, which compensation  would be in the  form of a carrying
charge on any unreimbursed expenses incurred by the Distributor.

    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 for  the year ended October  31,
1994,  it received approximately $1,599,000 in contingent deferred sales charges
from certain redemptions of the Fund's shares. 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,  excluding
short-term   investments,  for  the  year  ended  October  31,  1994  aggregated
$68,085,380 and $286,909,998, respectively.
<PAGE>
DEAN WITTER CAPITAL GROWTH SECURITIES
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

    For the year ended October 31, 1994, the Fund incurred brokerage commissions
of $242,720 with Dean Witter  Reynolds Inc. for portfolio transactions  executed
on  behalf  of  the  Fund.  At  October  31,  1994,  the  Fund's  receivable for
investments sold  and  payables  for investments  purchased  included  unsettled
trades with Dean Witter Reynolds Inc. of $1,325,131 and $231,750, respectively.

    Dean  Witter  Trust  Company, an  affiliate  of the  Investment  Manager and
Distributor, is the  Fund's transfer agent.  At October 31,  1994, the Fund  had
transfer agent fees and expenses payable of approximately $101,000.

    On  April 1, 1991, the Fund  established an unfunded noncontributory defined
benefit pension plan covering all independent Trustees of the Fund who will have
served as  an  independent Trustee  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 October 31, 1994, included in Trustees' fees and expenses in the
Statement of Operations amounted to $8,924. At October 31, 1994, the Fund had an
accrued pension liability of  $46,771 which is included  in accrued expenses  in
the Statement of Assets and Liabilities.

5.    SHARES OF  BENEFICIAL  INTEREST --  Transactions  in shares  of beneficial
interest were as follows:

<TABLE>
<CAPTION>
                                                     FOR THE YEAR ENDED                FOR THE YEAR ENDED
                                                      OCTOBER 31, 1994                  OCTOBER 31, 1993
                                              --------------------------------  --------------------------------
                                                  SHARES           AMOUNT           SHARES           AMOUNT
                                              --------------  ----------------  --------------  ----------------
<S>                                           <C>             <C>               <C>             <C>
Sold........................................       4,146,525  $     51,264,523      12,557,157  $    177,024,756
Reinvestment of distributions...............       5,417,749        65,717,298         719,602        10,786,826
                                              --------------  ----------------  --------------  ----------------
                                                   9,564,274       116,981,821      13,276,759       187,811,582
Repurchased.................................     (22,223,330)     (272,696,662)    (31,140,889)     (416,338,230)
                                              --------------  ----------------  --------------  ----------------
Net decrease................................     (12,659,056) $   (155,714,841)    (17,864,130) $   (228,526,648)
                                              --------------  ----------------  --------------  ----------------
                                              --------------  ----------------  --------------  ----------------
</TABLE>

6.  FEDERAL INCOME TAX STATUS -- At  October 31, 1994, the Fund had net  capital
loss  carryovers of  approximately $22,371,000  which will  be available through
October 31,  2002 to  offset future  capital  gains to  the extent  provided  by
regulations. To the extent that these carryover losses are used to offset future
capital  gains, it is probable that the  gains so offset will not be distributed
to shareholders.

    As of  October  31,  1994,  the  Fund  had  permanent  book/tax  differences
primarily  attributable to net operating  losses and dividend redesignations. To
reflect cumulative reclassifications arising from permanent book/tax differences
as of October 31, 1993, accumulated net realized loss on investments was charged
$167,340, paid-in-capital was charged $6,747,367 and accumulated net  investment
loss   was  credited  $6,914,707.  To  reflect  reclassifications  arising  from
permanent  book/tax  differences   for  the   year  ended   October  31,   1994,
paid-in-capital  was  charged  $823,423,  accumulated  net  investment  loss was
credited $822,430 and accumulated net realized loss on investments was  credited
$993.
<PAGE>
DEAN WITTER CAPITAL GROWTH SECURITIES
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Selected ratios and per share data for a share of beneficial interest
outstanding throughout each period:

<TABLE>
<CAPTION>
                                                                                        FOR THE PERIOD
                                            FOR THE YEAR ENDED OCTOBER 31,              APRIL 2, 1990*
                                     ---------------------------------------------          THROUGH
                                       1994        1993        1992        1991        OCTOBER 31, 1990
                                     ---------   ---------   ---------   ---------   ---------------------
<S>                                  <C>         <C>         <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
 period............................  $   13.35   $   14.09   $   13.58   $    9.19        $     10.00
                                     ---------   ---------   ---------   ---------         ----------
Net investment income (loss).......      (0.07)      (0.08)      (0.03)      (0.01)              0.01
Net realized and unrealized gain
 (loss) on investments.............       0.00       (0.50)       0.58        4.42              (0.82)
                                     ---------   ---------   ---------   ---------         ----------
Total from investment operations...      (0.07)      (0.58)       0.55        4.41              (0.81)
                                     ---------   ---------   ---------   ---------         ----------

Less dividends and distributions
 from:
  Net investment income............       0.00        0.00        0.00       (0.02)              0.00
  Net realized gains on
   investments.....................      (1.42)      (0.16)      (0.04)       0.00               0.00
                                     ---------   ---------   ---------   ---------         ----------
Total dividends and
 distributions.....................      (1.42)      (0.16)      (0.04)      (0.02)              0.00
                                     ---------   ---------   ---------   ---------         ----------
Net asset value, end of period.....  $   11.86   $   13.35   $   14.09   $   13.58        $      9.19
                                     ---------   ---------   ---------   ---------         ----------
                                     ---------   ---------   ---------   ---------         ----------
TOTAL INVESTMENT RETURN +..........      (0.79)%     (4.25)%      4.06%      48.07%             (8.10)%(1)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (in
 thousands)........................   $456,977    $683,165    $973,110    $600,027           $206,588
Ratios to average net assets:
  Expenses.........................       1.87%       1.81%       1.74%       1.83%              1.97%(2)
  Net investment income (loss).....      (0.15)%     (0.38)%     (0.32)%     (0.17)%             0.25%(2)
Portfolio turnover rate............         13%         25%         29%         40%                10%
<FN>
- --------------
 *   COMMENCEMENT OF OPERATIONS.
 +   DOES NOT REFLECT THE DEDUCTION OF SALES LOAD.
(1)  NOT ANNUALIZED.
(2)  ANNUALIZED.
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>
DEAN WITTER CAPITAL GROWTH SECURITIES
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Trustees of Dean Witter Capital Growth Securities

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  Capital  Growth
Securities  (the "Fund") at October 31, 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 four years in
the  period  then  ended and  for  the  period April  2,  1990  (commencement of
operations) through  October 31,  1990, 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 October 31, 1994 by correspondence with  the
custodian  and brokers,  provide a  reasonable basis  for the  opinion expressed
above.

PRICE WATERHOUSE LLP
New York, New York
December 12, 1994

                      1994 FEDERAL TAX NOTICE (UNAUDITED)

 During the  year  ended  October  31, 1994,  the  Fund  paid  to  shareholders
 $1.416445 per share from long-term capital gains.
<PAGE>

TRUSTEES

Jack F. Bennett
Michael Bozic
Charles A. Fiumefreddo
Edwin J. Garn
John R. Haire                                      DEAN WITTER
Dr. Manuel H. Johnson                              CAPITAL GROWTH
Paul Kolton                                        SECURITIES
Michael E. Nugent
Philip J. Purcell
John L. Schroeder

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


INDEPENDENT ACCOUNTANTS                                   [PHOTO]

Price Waterhouse LLP
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
                                             OCTOBER 31, 1994



<PAGE>

DEAN WITTER CAPITAL GROWTH
                              GROWTH OF $10,000
                              ($ IN THOUSANDS)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
DATE                                TOTAL                     S&P
- -------------------------------------------------------------------------------
<S>                                <C>                        <C>
- -------------------------------------------------------------------------------
 April  2, 1990                    $10,000                    $10,000
- -------------------------------------------------------------------------------
 October 31, 1990                  $ 9,190                    $ 9,173
- -------------------------------------------------------------------------------
 October 31, 1991                  $13,605                    $12,242
- -------------------------------------------------------------------------------
 October 31, 1992                  $14,158                    $13,459
- -------------------------------------------------------------------------------
 October 31, 1993                  $13,556                    $15,465
- -------------------------------------------------------------------------------
 October 31, 1994                  $13,250 (3)                $16,060
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<CAPTION>

                          AVERAGE ANNUAL TOTAL RETURNS
                           1 YEAR         LIFE OF FUND
                          ----------------------------
                          ----------------------------
                          <S>             <C>
                           -0.79 (1)          6.68 (1)
                          ----------------------------
                           -5.23 (2)          6.34 (2)
                          ----------------------------
                          ----------------------------

                          ----------------------------
                          ----------------------------
                          ____ Fund   ____ S&P 500 (4)
                          ----------------------------
                          ----------------------------

Past performance is not predictive of future returns.
<FN>
_______________________________________

(1)  Figure shown assumes reinvestment of all distributions and does not
     reflect the deduction of any sales charges.

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

(3)  Closing value after the deduction of a 2% CDSC, assuming a complete
     redemption on October 31, 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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