<PAGE>
As filed with the Securities and Exchange Commission on May 29, 1996
Registration Statement No. 333-4212
- --------------------------------------------------------------------
POST-EFFECTIVE
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE
AMENDMENT NO.1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
DEAN WITTER, DISCOVER & CO.
(Exact name of registrant as specified in its charter)
Delaware 36-3145972
-------- ----------
(State or other jurisdiction of incorporation (IRS Employer Identification
or organization) Number)
Two World Trade Center
New York, New York 10048
-------------------------
(Address of principal executive offices, including zip codes)
DEAN WITTER, DISCOVER & CO. DIRECTORS EQUITY CAPITAL ACCUMULATION PLAN
(Full title of the plan)
Christine A. Edwards
Executive Vice President and General Counsel
Dean Witter, Discover & Co.
Two World Trade Center
66th Floor
New York, New York 10048
(212) 392-2222
(Name, address and telephone number of agent for service)
---------------------------
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering
Registered Registered Share(1) Price(1)
<S> <C> <C> <C>
Common Stock, par value $.01
per share 175,000 $54.13 $9,472,750.00
shares
Rights to Purchase Series A
Junior Participating
Preferred Stock (3) 175,000 N/A N/A
rights
Amount of
Registration Fee(1)
<C>
$3,266.47(2)
N/A
</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
amount of the registration fee based upon the average of the high and low
prices reported for the shares on the New York Stock Exchange on April 24,
1996.
(2) Previously paid.
(3) The Rights to Purchase Series A Junior Participating Preferred Stock
will be attached to and trade with shares of the Common Stock of the
Registrant. Value attributable to such Rights, if any, will be reflected in
the market price of the shares of Common Stock of the Registrant.
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
The documents containing information specified in Part I (plan information
and registrant information) will be sent or given to plan participants as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant
to Rule 424. These documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II of this form taken
together constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Dean Witter, Discover & Co. (the "Registrant") hereby incorporates the
following documents herein by reference:
(a) The Registrant s Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(b) The Registrant s Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
(c) The Registrant s Current Reports on Form 8-K dated January 4, 1996,
January 8, 1996, January 23, 1996 and April 18, 1996.
(d) The description of the common stock of the Registrant contained in the
Registrant's Registration Statement on Form 10 filed with the Commission
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act ), on January 15, 1993, as amended by the description
contained in the Registrant's Forms 8 dated February 11, February 21 and
February 22, 1993.
(e) The description of the Registrant's Shareholder Rights Plan contained in
the Registrant's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the Exchange Act on April 26, 1995, as amended by
the Form 8-A/A dated May 4, 1995.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c) Section 14 and Section 15 of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
-------------------------
Not required.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
No material interests.
2
<PAGE>
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 102 of the General Corporation Law of the State of Delaware (the
"GCL") allows a corporation to eliminate the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except in cases where the director breached his
or her duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or a knowing violation of the law, authorized the unlawful payment
of a dividend or approved an unlawful stock redemption or repurchase or
obtained an improper personal benefit. The Registrant s Amended and Restated
Certificate of Incorporation, as amended, contains a provision which
eliminates directors' personal liability as set forth above.
The Registrant's Amended and Restated Certificate of Incorporation, as
amended, and the Registrant's By-Laws provide in effect that the Registrant
shall indemnify its directors and officers, and may indemnify its employees,
to the extent permitted by Section 145 of the GCL. Section 145 of the GCL
provides that a Delaware corporation has the power to indemnify its
directors, officers and employees in certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer or employee, or former director or officer
or employee, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding provided that
such director or officer or employee acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer or employee had no cause to believe that his or
her conduct was unlawful.
Subsection (b) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer or employee, or former director or officer
or employee, who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred with the defense
or settlement of such action or suit provided that such person acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 145 further provides that to the extent that a director or
officer or employee of a corporation has been successful in the defense of
any action, suit or proceeding referred to in subsections (a) and (b) or in
the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection therewith; that
indemnification provided by Section 145 shall not be deemed exclusive of any
other rights to which the party seeking indemnification may be entitled; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer or employee of the corporation against any liability
asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.
The Registrant has in effect insurance policies in the amount of $75
million for general officers' and directors' liability insurance and $25
million for fiduciary liability insurance covering all of the Registrant's
directors and officers in certain instances where by law they may not be
indemnified by the Registrant.
3
<PAGE>
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8.
Exhibits.
- --------
4.1 Dean Witter, Discover & Co. Directors' Equity Capital Accumulation
Plan. Filed as Exhibit 10.45 to the Registrant s Annual Report on
Form 10-K for the year ended December 31, 1995 and incorporated herein
by reference.
4.2 Rights Agreement, dated as of April 25, 1995, between Dean Witter,
Discover & Co. and Chemical Bank, as Rights Agent, which includes as
Exhibit B thereto the Form of Rights Certificate, incorporated herein
by reference to Exhibit 1 to the Registrant's Registration Statement
on Form 8-A dated April 26, 1995.
5.1 Opinion of Brown & Wood
15.1 Letter of awareness from Deloitte & Touche LLP concerning unaudited
interim financial information.
23.1 Consent of Deloitte & Touche LLP as to financial statements of the
Registrant for the year ended December 31, 1995
23.2 Consent of Brown & Wood (included as part of Exhibit 5.1)
24.1 Powers of Attorney (included in Part II of the Registration Statement
under the caption "Signatures").*
* Previously Filed
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the high or low end of the estimated maximum offering range
may be reflected in the form of a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and (ii)
shall not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
4
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by a final adjudication of such
issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York, New York, on this 29th
day of May, 1996.
DEAN WITTER, DISCOVER & CO.
By: /s/ Ronald T. Carman
------------------------
Ronald T. Carman
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to Registration Statement has been signed below by the
following persons in the capacities indicated on this 29th day of May, 1996.
SIGNATURES TITLE
---------- -----
*
_______________________ Chairman of the Board, Chief Executive Officer and
Philip J. Purcell Director (Principal Executive Officer)
*
_______________________ Executive Vice President and Chief Financial
Thomas C. Schneider Officer (Principal Financial Officer)
*
_______________________ Senior Vice President and Controller (Principal
Robert P. Seass Accounting Officer)
*
_______________________ Director
Edward A. Brennan
*
_______________________ Director
Alfred C. DeCrane, Jr.
*
_______________________ Director
Robert M. Gardiner
*
_______________________ Director
C. Robert Kidder
*
_______________________ Director
Michael A. Miles
*
_______________________
Sybil C. Mobley Director
*
_______________________
Clarence B. Rogers, Jr. Director
*By: /s/ Ronald T. Carman
--------------------
Ronald T. Carman
Attorney in Fact
6
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- ------
4.1 Dean Witter, Discover & Co. Directors Equity Capital Accumulation Plan.
Filed as Exhibit 10.45 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995 and incorporated herein by
reference.
4.2 Rights Agreement, dated as of April 25, 1995, between Dean Witter,
Discover & Co. and Chemical Bank, as Rights Agent, which includes as
Exhibit B thereto the Form of Rights Certificate, incorporated herein
by reference to Exhibit 1 to the Registrant's Registration Statement on
Form 8-A dated April 26, 1995.
5.1 Opinion of Brown & Wood
15.1 Letter of awareness from Deloitte & Touche LLP concerning unaudited
interim financial information.
23.1 Consent of Deloitte & Touche LLP as to financial statements of the
Registrant for the year ended December 31, 1995
23.2 Consent of Brown & Wood (included as part of Exhibit 5.1)
24.1 Power of Attorney (included in Part II of the Registration Statement
under the caption "Signatures").*
*Previously Filed
7
<PAGE>
EXHIBIT 5.1
May 29, 1996
Dean Witter, Discover & Co.
Two World Trade Center
New York, New York 10048
Gentlemen:
We have acted as special counsel to Dean Witter, Discover & Co., a
Delaware corporation (the "Company"), in connection with the proposed
issuance by the Company of an aggregate of 175,000 shares of Common Stock,
par value $.01 per share (the "Shares"), and 175,000 Rights to Purchase
Series A Junior Participating Preferred Stock ("Rights") pursuant to the Dean
Witter, Discover & Co. Directors' Equity Capital Accumulation Plan (the
"Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement on Form S-8 (File No. 333-4212) filed with
the Securities and Exchange Commission (the "Commission") under the
Securities Act (together with all exhibits thereto, the "Registration
Statement") on April 29, 1996, (ii) Post-Effective Amendment No. 1 to the
Registration Statement to be filed with the Commission under the Securities
Act on May 29, 1996, (iii) the Amended and Restated Certificate of
Incorporation of the Company as currently in effect, (iv) the By-laws of the
Company as currently in effect, (v) specimens of the certificates to be used
to represent the Shares and (vi) resolutions of the Board of Directors of the
Company relating to the authorization of the issuance of the Shares and the
Rights, the adoption of the Plan and the filing of the Registration Statement.
We have also examined originals or copies, certified or otherwise identified
to our satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or representatives
of the Company and others, and such other documents, certificates and records
as we have deemed necessary or appropriate as a basis for the opinion set forth
herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts
material to the
1
<PAGE>
opinions expressed herein which were not independently established or
verified, we have relied upon oral or written statements and representations
of officers and other representatives of the Company and others.
Based upon the foregoing and subject to the limitations set forth
herein, we are of the opinion that:
1. The Shares have been duly authorized and, when issued and delivered
in accordance with the terms and conditions of the Plan and against payment
therefor, the Shares will be validly issued, fully paid and nonassessable.
2. The issuance of the Rights has been duly authorized by all
necessary corporate action of the Company.
We do not purport to be expert on, and we are not expressing an opinion
with respect to, laws other than the laws of the United States and the State
of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
BROWN & WOOD
2
<PAGE>
EXHIBIT 15.1
To the Board of Directors and Shareholders
of Dean Witter, Discover & Co.
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of Dean Witter, Discover & Co. and subsidiaries for the
periods ended March 31, 1996 and 1995, as indicated in our reports dated May
15, 1996; because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 is being
used in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and
11 of that Act.
Deloitte & Touche LLP
New York, New York
May 29, 1996
1
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No.333-4212 of Dean Witter, Discover & Co.
on Form S-8 (relating to the registration of 175,000 shares of Dean Witter,
Discover & Co. common stock for the Dean Witter, Discover & Co. Directors'
Equity Capital Accumulation Plan and 175,000 Rights to Purchase Series A
Junior Participating Preferred Stock relating to the common stock) of our
report dated February 21, 1996, appearing in and incorporated by reference
in the Annual Report on Form 10-K of Dean Witter, Discover & Co. for the year
ended December 31, 1995.
Deloitte & Touche LLP
New York, New York
May 29, 1996
2
