SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DEAN WITTER, DISCOVER & CO. (To be renamed
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.)
(Exact name of registrant as specified in its charter)
Delaware 36-3145972
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
Two World Trade Center
New York, New York 10048
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(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Medium-Term Notes, Series C New York Stock Exchange, Inc.
(Senior Fixed Rate Notes)
Exchangeable Notes due
September 30, 2000
Medium-Term Notes, Series C New York Stock Exchange, Inc.
(Senior Fixed Rate Notes)
Exchangeable Notes due
December 31, 2001
Medium-Term Notes, Series C New York Stock Exchange, Inc.
(Senior Fixed Rate Notes)
2% Exchangeable Notes due
March 29, 2002
Medium-Term Notes, Series C New York Stock Exchange, Inc.
(1-1/4% Senior Fixed Rate
Notes) Nikkei 225 Protection
Step-Up Exchangeable Notes
due July 31, 2003
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of the Registrant's Securities to be Registered.
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The titles of the securities to be registered hereunder are:
"Medium-Term Notes, Series C (Senior Fixed Rate Notes) Exchangeable
Notes due September 30, 2000" (the "Boeing Exchangeable Notes"),
"Medium-Term Notes, Series C (Senior Fixed Rate Notes) Exchangeable
Notes due December 31, 2001" (the "SmithKline Beecham Exchangeable
Notes"), "Medium-Term Notes, Series C (Senior Fixed Rate Notes) 2%
Exchangeable Notes due March 29, 2002" (the "Johnson & Johnson
Exchangeable Notes") and "Medium-Term Notes, Series C (1-1/4%
Senior Fixed Rate Notes) Nikkei 225 Protection Step-Up Exchangeable
Notes due July 31, 2003" (the "Nikkei 225 Exchangeable Notes").
Each Exchangeable Note being registered hereunder (collectively,
the "Exchangeable Notes") was issued under the Senior Indenture
dated as of April 15, 1989, as supplemented by the First
Supplemental Senior Indenture dated as of May 15, 1991, and the
Second Supplemental Senior Indenture dated as of April 15, 1996 (as
so supplemented, the "Indenture"), between Morgan Stanley Group
Inc. ("Morgan Stanley") and The Chase Manhattan Bank ("Chase"), as
trustee.
Effective May 31, 1997, Morgan Stanley is expected to merge (the
"Merger") with and into Dean Witter, Discover & Co. ("Dean Witter
Discover"). Dean Witter Discover will be the surviving corporation
of the Merger and will continue its corporate existence under
Delaware law under the name "Morgan Stanley, Dean Witter, Discover
& Co." In connection with such Merger and immediately upon
effectiveness thereof, (i) Dean Witter Discover will assume all the
obligations of Morgan Stanley under the Indenture pursuant to (i)
the Amended and Restated Agreement and Plan of Merger between Dean
Witter Discover and Morgan Stanley dated as of April 10, 1997 (the
"Merger Agreement"), (ii) Section 259 of the Delaware General
Corporation Law ("DGCL") and (iii) a supplemental indenture to be
entered into by Morgan Stanley, Dean Witter, Discover & Co. and
Chase, as trustee, under the Indenture.
A description of the Boeing Exchangeable Notes is set forth under
the caption "Description of Debt Securities" in the prospectus
included within the Registration Statement of Morgan Stanley on
Form S-3 (Registration No. 33-57833) (the "Registration
Statement"), as supplemented by the information under the caption
"Description of Notes" in the Morgan Stanley prospectus supplement
filed on March 29, 1995 (the "1995 Prospectus Supplement"),
pursuant to Rule 424(b) under the Securities Act of 1933 (the
"Securities Act") which description is incorporated herein by
reference, and as further supplemented by the description of the
Boeing Exchangeable Notes contained in the pricing supplement filed
on September 27, 1995, pursuant to Rule 424(b) under the Securities
Act which contains the final terms and provisions of the Boeing
Exchangeable Notes which description is hereby incorporated by
reference.
A description of the SmithKline Beecham Exchangeable Notes is set
forth under the caption "Description of Debt Securities" in the
prospectus included within the Registration Statement, as
supplemented by the information under the caption "Description of
Notes" in the 1995 Prospectus Supplement which description is
incorporated herein by reference, and as further supplemented by
the description of the SmithKline Beecham Exchangeable Notes
contained in the pricing supplement filed on December 8, 1995,
pursuant to Rule 424(b) under the Securities Act which contains the
final terms and provisions of the SmithKline Beecham Exchangeable
Notes which description is hereby incorporated by reference.
<PAGE>
A description of the Johnson & Johnson Exchangeable Notes is set
forth under the caption "Description of Debt Securities" in the
prospectus included within the Registration Statement, as
supplemented by the information under the caption "Description of
Notes" in the 1995 Prospectus Supplement which description is
incorporated herein by reference, and as further supplemented by
the description of the Johnson & Johnson Exchangeable Notes
contained in the pricing supplement filed on March 13, 1996,
pursuant to Rule 424(b) under the Securities Act which contains the
final terms and provisions of the Johnson & Johnson Exchangeable
Notes which description is hereby incorporated by reference.
A description of the Nikkei 225 Exchangeable Notes is set forth
under the caption "Description of Debt Securities" in the
prospectus included within the Registration Statement of Morgan
Stanley on Form S-3 (Registration No. 333-01655), as supplemented
by the information under the caption "Description of Notes" in the
Morgan Stanley prospectus supplement filed on May 1, 1996, pursuant
to Rule 424(b) under the Securities Act which description is
incorporated herein by reference, and as further supplemented by
the description of the Nikkei 225 Exchangeable Notes contained in
the pricing supplement filed on July 29, 1996, pursuant to Rule
424(b) under the Securities Act which contains the final terms and
provisions of the Nikkei 225 Exchangeable Notes which description
is hereby incorporated by reference.
Item 2. Exhibits.
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1. Proposed form of global Note evidencing the Boeing Exchangeable
Notes (previously filed as an exhibit to Morgan Stanley's Form
8-A dated September 20, 1995, (File No. 1-9085) and
incorporated herein by this reference).
2. Proposed form of global Note evidencing the SmithKline Beecham
Exchangeable Notes (previously filed as an exhibit to Morgan
Stanley's Form 8-A dated December 7, 1995, (File No. 1-9085)
and incorporated herein by this reference).
3. Proposed form of global Note evidencing the Johnson & Johnson
Exchangeable Notes (previously filed as an exhibit to Morgan
Stanley's Form 8-A dated March 7, 1996, (File No. 1-9085) and
incorporated herein by this reference).
4. Proposed form of global Note evidencing the Nikkei 225
Exchangeable Notes (previously filed as an exhibit to Morgan
Stanley's Form 8-A dated July 26, 1996, (File No. 1-9085) and
incorporated herein by this reference).
5. Senior Indenture dated as of April 15, 1989, between Morgan
Stanley and Chase, as trustee (incorporated by reference to
Morgan Stanley's Annual Report on Form 10-K for the fiscal year
ended January 31, 1993).
6. First Supplemental Senior Indenture dated as of May 15, 1991,
between Morgan Stanley and Chase, as trustee (incorporated by
reference to Morgan Stanley's Annual Report on Form 10-K for
the fiscal year ended January 31, 1993).
7. Second Supplemental Senior Indenture dated as of April 15,
1996, between Morgan Stanley and Chase, as trustee
(incorporated by reference to Morgan Stanley's Current Report
on Form 8-K dated May 6, 1996).
8. Amended and Restated Agreement and Plan of Merger between Dean
Witter Discover and Morgan Stanley dated as of April 10, 1997,
(incorporated by reference to Annex I to the Joint Proxy
Statement/Prospectus included in the Registration Statement on
Form S-4 dated April 11, 1997 (Registration No. 333-25003) of
Dean Witter Discover).
9. Form of Third Supplemental Senior Indenture dated as of
June 1, 1997, between Morgan Stanley, Dean Witter,
Discover & Co. and Chase, as trustee.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
DEAN WITTER, DISCOVER & CO.
(To Be Renamed Morgan Stanley,
Dean Witter, Discover & Co.)
By: /s/ Ronald T. Carman
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Name: Ronald T. Carman
Title: Senior Vice President
Date: May 23, 1997
Exhibit 9
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THIRD SUPPLEMENTAL SENIOR INDENTURE
BETWEEN
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
AND
THE CHASE MANHATTAN BANK, Trustee
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Dated as of June 1, 1997
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SUPPLEMENTAL TO SENIOR INDENTURE DATED
AS OF APRIL 15, 1989 BETWEEN MORGAN STANLEY GROUP
INC. AND THE CHASE MANHATTAN BANK (FORMERLY KNOWN
AS CHEMICAL BANK) AS TRUSTEE, AS SUPPLEMENTED BY A
FIRST SUPPLEMENTAL SENIOR INDENTURE DATED AS OF MAY 15,
1991 AND A SECOND SUPPLEMENTAL SENIOR INDENTURE DATED
AS OF APRIL 15, 1996
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<PAGE>
THIRD SUPPLEMENTAL SENIOR INDENTURE, dated as of June 1, 1997
between MORGAN STANLEY, DEAN WITTER, DISCOVER & CO., a Delaware
corporation (the "Successor Corporation" and hereinafter the
"Issuer"), and THE CHASE MANHATTAN BANK (formerly known as Chemical
Bank), as trustee (the "Trustee"),
W I T N E S S E T H :
WHEREAS, Morgan Stanley Group Inc. ("Morgan Stanley") and the
Trustee are parties to that certain Senior Indenture dated as of April
15, 1989, as supplemented by a First Supplemental Senior Indenture
dated as of May 15, 1991 and a Second Supplemental Senior Indenture
dated as of April 15, 1996 (such Indenture as so supplemented, the
"Indenture");
WHEREAS, as of May 31, 1997, Morgan Stanley merged with and into
Dean Witter, Discover & Co., which continued as the successor
corporation and changed its name to Morgan Stanley, Dean Witter,
Discover & Co.;
WHEREAS, Section 9.1 of the Indenture requires the Successor
Corporation to expressly assume the obligations of Morgan Stanley
under the Indenture in a supplemental indenture satisfactory to the
Trustee;
WHEREAS, pursuant to and in compliance with Section 9.2 of the
Indenture, the Successor Corporation shall succeed to and be
substituted for Morgan Stanley under the Indenture as "Issuer," with
the same effect as if it had been named therein;
WHEREAS, Section 8.1 of the Indenture provides that, without the
consent of the Holders of any Securities or Coupons, the Issuer, when
authorized by a resolution of its Board of Directors, and the Trustee
may enter into indentures supplemental to the Indenture for the
purpose of, among other things, adding to the covenants of the Issuer
such further covenants, restrictions, conditions, or provisions as the
Trustee and the Issuer shall consider to be for the protection of the
Holders of Securities or Coupons or making any provisions as the
Issuer may deem necessary or desirable, subject to the conditions set
forth therein;
WHEREAS, the Issuer desires to add to and modify certain
provisions of the Indenture to reflect (1) a modification of the
officers of the Issuer who are authorized to execute certain documents
in connection with the issuance of Securities and (2) a modification
of the negative pledge covenant of the Issuer;
<PAGE>
WHEREAS, the entry into this Third Supplemental Senior Indenture
by the parties hereto is in all respects authorized by the provisions
of the Indenture; and
WHEREAS, all things necessary to make this Third Supplemental
Senior Indenture a valid indenture and agreement according to its
terms have been done;
NOW, THEREFORE, for and in consideration of the premises, the
Issuer and the Trustee mutually covenant and agree for the equal and
proportionate benefit of the respective Holders from time to time of
the Securities and of the Coupons, if any, appertaining thereto as
follows:
ARTICLE 1
SECTION 1.01. Assumption of Obligations by Successor Corporation.
Pursuant to Sections 9.1 and 9.2 of the Indenture, the Successor
Corporation does hereby: (i) expressly assume the due and punctual
payment of the principal of and interest on all the Securities and
Coupons, if any, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of
the Indenture to be performed or observed by Morgan Stanley; (ii)
agrees to succeed to and be substituted for Morgan Stanley under the
Indenture with the same effect as if it had been named therein; and
(iii) represent that it is not in default in the performance of any
such covenant and condition.
SECTION 1.02. Amendment of Section 1.1. Section 1.1 of the
Indenture is hereby amended by
(a) deleting the definition of "Issuer Order" and inserting in
lieu thereof the following: " 'Issuer Order' means a written
statement, request or order of the Issuer signed in its name by any
one of the following:[ ] or any such other person specifically
designated by [any of such officers or by] the Board of Directors to
execute any such written statement, request or order."; and
(b) deleting in the definition of "Officer's Certificate" the
first sentence and inserting in lieu thereof the following: "
'Officer's Certificate' means a certificate signed by any one of the
following: [ ] or any such other person specifically designated by
[any of such officers or by] the Board of Directors to
<PAGE>
execute any such certificate and delivered to the
Trustee."
SECTION 1.03. Amendment of Section 2.5. Section 2.5 of the
Indenture shall be amended by deleting the first sentence of the first
paragraph and inserting in lieu thereof the following:
"The Securities and, if applicable, each
Coupon appertaining thereto shall be signed
on behalf of the Issuer by any one of the
following: [ ] or any such other person
specifically designated by [any of such
officers or by] the Board of Directors to execute
Securities or, if applicable, Coupons, which
Securities or Coupons may, but need not, be
attested."
SECTION 1.04. Amendment to Section 3.6. Section 3.6 of the
Indenture is hereby amended and restated to read in its entirety as
follows:
"SECTION 3.6 Negative Pledge. Neither the Issuer nor any
successor corporation will, or will permit any Subsidiary (as
hereinafter defined) to, create, assume, incur or guarantee any
indebtedness for borrowed money secured by a pledge, lien or other
encumbrance (except for Permitted Liens, as hereinafter defined) on
(i) the Voting Securities (as hereinafter defined) of Morgan Stanley &
Co. Incorporated, a Delaware corporation and a wholly owned subsidiary
of the Issuer, Morgan Stanley & Co. International Limited, an English
company and an indirect wholly owned subsidiary of the Issuer,
Greenwood Trust Company, a Delaware chartered bank and an indirect
wholly owned subsidiary of the Issuer, Dean Witter Reynolds Inc., a
Delaware corporation and a wholly owned subsidiary of the Issuer, or
any Subsidiary succeeding to any substantial part of the business now
conducted by any of such corporations (collectively, the "Principal
Subsidiaries") or (ii) Voting Securities of a Subsidiary that owns,
directly or indirectly, Voting Securities of any of the Principal
Subsidiaries (other than directors' qualifying shares) unless the
Issuer shall cause the Securities to be secured equally and ratably
with (or,
<PAGE>
at the Issuer's option, prior to) any indebtedness secured thereby.
"Subsidiary" means any corporation, partnership or other entity of
which at the time of determination the Issuer owns or controls
directly or indirectly more than 50% of the shares of voting stock or
equivalent interest. "Permitted Liens" means liens for taxes or
assessments or governmental charges or levies not then due and
delinquent or the validity of which is being contested in good faith
or which are less than $1,000,000 in amount, liens created by or
resulting from any litigation or legal proceeding which is currently
being contested in good faith by appropriate proceedings or which
involves claims of less than $1,000,000, deposits to secure (or in
lieu of) surety, stay, appeal or customs bonds and such other liens as
the Board of Directors of the Issuer determines do not materially
detract from or interfere with the present value or control of the
Voting Securities subject thereto or affected thereby. "Voting
Securities" means stock of any class or classes having general voting
power under ordinary circumstances to elect a majority of the board of
directors, managers or trustees of the Subsidiary in question,
provided that, for the purposes hereof, stock which carries only the
right to vote conditionally on the happening of an event shall not be
considered voting stock whether or not such event shall have
happened."
ARTICLE 2
MISCELLANEOUS
SECTION 2.01. Further Assurances. The Issuer will, upon request
by the Trustee, execute and deliver such further instruments and do
such further acts as may reasonably be necessary or proper to carry
out more effectively the purposes of this Third Supplemental Senior
Indenture.
SECTION 2.02. Other Terms of Indenture. Except insofar as herein
otherwise expressly provided, all the provisions, terms and conditions
of the Indenture are in all respects ratified and confirmed and shall
remain in full force and effect.
SECTION 2.03. Terms Defined. All terms defined elsewhere in the
Indenture shall have the same meanings when used herein.
SECTION 2.04. GOVERNING LAW. THE INTERNAL LAWS OF THE STATE OF
NEW YORK SHALL GOVERN THIS THIRD SUPPLEMENTAL SENIOR INDENTURE.
<PAGE>
SECTION 2.05. Multiple Counterparts. This Third Supplemental
Senior Indenture may be executed in any number of counterparts, each
of which shall be deemed to be an original for all purposes, but such
counterparts shall together be deemed to constitute but one and the
same instrument.
SECTION 2.06. Responsibility of Trustee. The recitals contained
herein shall be taken as the statements of the Issuer, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this
Third Supplemental Senior Indenture.
SECTION 2.07. Agency Appointments. The Issuer hereby confirms and
agrees to all agency appointments made by Morgan Stanley under or with
respect to the Indenture or the Securities and hereby expressly
assumes the due and punctual performance and observance of all the
covenants and conditions to have been performed or observed by Morgan
Stanley contained in any agency agreement entered into by Morgan
Stanley under or with respect to the Indenture or the Securities.
* * * * * * * * * * * * * *
<PAGE>
IN WITNESS WHEREOF, this Third Supplemental Senior Indenture has
been duly executed by the Issuer and the Trustee as of the day and
year first written above.
MORGAN STANLEY, DEAN
WITTER, DISCOVER & CO.
By:
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Title:
Attest:
By:
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Assistant Secretary
THE CHASE MANHATTAN
BANK, as Trustee
By:
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Title:
Attest:
By:
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Title:
