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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Preliminary Proxy Statement
[_]Definitive Proxy Statement
[X]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
DEAN WITTER, DISCOVER & CO.
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(Name of Registrant as Specified In Its Charter)
DEAN WITTER, DISCOVER & CO.
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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(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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DEAN WITTER, DISCOVER & CO.
April 28, 1997
Philip J. Purcell
Chairman and Chief Executive Officer
Dear Employee Shareholder:
We recently sent you proxy material to your home for the proposed merger of
Dean Witter, Discover & Co. and Morgan Stanley Group Inc.
YOUR BOARD OF DIRECTORS AND MANAGEMENT TEAM STRONGLY RECOMMEND THAT DEAN
WITTER DISCOVER SHAREHOLDERS VOTE FOR THE MERGER.
We believe the merger will benefit shareholders, customers and employees. It
will create a preeminent global financial services firm based on powerful
franchises and complementary strengths. The merger will combine Morgan
Stanley's strengths in the origination of quality underwritten public
offerings, investment banking and institutional sales and trading with Dean
Witter Discover's strengths in providing investment and asset management
services and quality consumer credit products to its customers.
As I've said to you several times since the merger announcement, I believe
the merger is great news for employees. The major organizational issues have
now been resolved and as we look to the future, our focus is growth.
WE NEED YOUR SUPPORT AND YOUR VOTE. Because approval of the merger requires
the affirmative vote of a majority of all outstanding shares, your vote is
extremely important.
You may hold the Dean Witter Discover shares you own in various accounts,
through employee plans and in certificates. Soon you will receive in the mail
proxy cards for your shares. TO VOTE ALL YOUR SHARES, PLEASE SIGN, DATE AND
RETURN ALL OF YOUR PROXY CARDS IN THE POSTAGE PAID ENVELOPES PROVIDED TO YOU.
Your Board of Directors believes the proposed merger is in your best
interests and unanimously recommends that you vote FOR the merger.
We appreciate your support.
Sincerely,
/s/ Philip J. Purcell
Philip J. Purcell
Chairman of the Board
and Chief Executive Officer
If you have any questions, or you need additional proxy material, please
call our special toll-free number, 1-888-2WITTER, to reach a
representative of Georgeson & Company Inc., whose employees are assisting
us with this proxy.
[LOGO] Two World Trade Center 66th Floor New York, New York 10048
