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As filed with the Securities and Exchange Commission on June 2, 1997
Registration No. 333-27893
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
(Exact name of registrant as specified in its charter)
Delaware 36-3145972
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
---------------
1585 Broadway
New York, New York 10036
(212) 761-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
>
Christine A. Edwards, Esq.
Executive Vice President, Chief Legal
Officer and Secretary
Morgan Stanley, Dean Witter,
Discover & Co.
1585 Broadway
New York, New York 10036
(212) 761-4000
---------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies To:
Joseph W. Armbrust, Esq. John M. Brandow, Esq.
Brown & Wood LLP Davis Polk & Wardwell
One World Trade Center 450 Lexington Avenue
New York, New York 10048 New York, New York 10017
---------------
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this registration statement becomes
effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), other than
securities offered only in connection with dividend or interest reinvestment
plans, check the following box. [X]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.[ ]
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
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Proposed maximum Proposed maximum
Title of each class of Amount to offering price aggregate offering Amount of
securities to be registered be registered per security(1) price (1) registration fee
- ----------------------------------------------------------------------------------------------------------------------------------
Currency Warrants, Index Warrants
and Interest Rate Warrants....... $200,000,000 (2) 100% $200,000,000 $60,607 (3)
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
(2) Represents an increase from the $1,000,000 of Currency Warrants, Index
Warrants and Interest Rate Warrants initially covered by this registration
statement as filed on May 28, 1997. This registration statement also relates
to offers and sales of warrants in connection with market-making transactions
by and through affiliates of the Registrant.
(3) Includes $304 which was paid on May 28, 1997. The balance being paid with
the filing of this Amendment No. 1 is $60,303.
The Registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act or until the registration statement shall
become effective on such date as the Securities and Exchange Commission (the
"Commission"), acting pursuant to Section 8(a), may determine.
PROSPECTUS (Subject to Completion, Issued June 2, 1997)
Morgan Stanley, Dean Witter, Discover & Co.
CURRENCY WARRANTS
INDEX WARRANTS
INTEREST RATE WARRANTS
Morgan Stanley, Dean Witter, Discover & Co. (the "Company") may
offer and issue from time to time (i) warrants entitling the holders thereof
to receive from the Company, upon exercise, an amount in cash determined by
reference to the right to purchase ("Currency Call Warrants") or the right to
sell ("Currency Put Warrants" and, together with the Currency Call Warrants,
the "Currency Warrants") a specified amount or specified amounts of one or
more currencies or currency units or any combination thereof for a specified
amount or specified amounts of one or more different currencies or currency
units or any combination thereof, (ii) warrants entitling the holders thereof
to receive from the Company, upon exercise, an amount in cash determined by
reference to decreases ("Index Put Warrants") or increases ("Index Call
Warrants" and, together with the Index Put Warrants, the "Index Warrants") in
the level of a specified index (an "Index") or in the levels (or relative
levels) of two or more Indices or combinations of Indices, which Index or
Indices may be based on one or more stocks, bonds or other securities, one or
more interest rates, one or more currencies or currency units, or any
combination of the foregoing, and (iii) warrants entitling the holders thereof
to receive from the Company, upon exercise, an amount in cash determined by
reference to decreases ("Interest Rate Put Warrants") or increases ("Increase
Rate Call Warrants" and, together with the Interest Rate Put Warrants, the
"Interest Rate Warrants") in the yield or closing price of one or more
specified debt instruments issued either by the United States government or by
a foreign government (the "Debt Instrument"), in the interest rate, interest
rate swap rate or other rate established from time to time by one or more
specified financial institutions (the "Rate") or in any combination of Debt
Instruments and/or Rates. This Prospectus relates to the issuance of Currency
Warrants, Index Warrants and Interest Rate Warrants (collectively, the
"Warrants") having an aggregate initial offering price of up to U.S.
$200,000,000 or the equivalent thereof if the offering price of the Warrants
is denominated in a foreign currency or currency unit. The Warrants will be
offered on terms to be determined at the time of the offering. A Warrant will
not entitle the holder of a Warrant (a "Warrantholder") to take delivery of or
to make delivery of any currency, currency unit or security.
The Warrants involve a high degree of risk. See "Risk Factors
Relating to the Warrants" beginning on page 4 of this Prospectus.
The accompanying Prospectus Supplement will set forth the
specific terms of the Warrants offered thereby, including whether such
Warrants are Currency Warrants, Index Warrants or Interest Rate Warrants, the
specific designation, aggregate number of Warrants, the currency or currency
unit for which the Warrants may be purchased, the currency or currency unit in
which the cash settlement value or the exercise price (if applicable) is
payable, the method of calculation of the cash settlement value, the first and
last dates on which such Warrants may be exercised, provisions, if any, for
the automatic exercise and/or cancellation prior to the expiration date, the
manner in which such Warrants may be exercised, the securities exchange on
which such Warrants will be listed, the initial public offering price, a
discussion of certain United States federal income tax or other special
considerations applicable thereto and any other terms in connection with such
Warrants.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The Warrants may be offered through dealers, underwriters or
agents designated from time to time, as set forth in the accompanying
Prospectus Supplement. Net proceeds to the Company will be the purchase price
in the case of sales to a dealer, the public offering price less discount in
the case of sales to an underwriter or the purchase price less commission in
the case of sales through an agent -- in each case, less other expenses
attributable to issuance and distribution. See "Plan of Distribution" for
possible indemnification arrangements for dealers, underwriters and agents.
Following the initial distribution of an issue of Warrants,
Morgan Stanley & Co. Incorporated ("MS & Co."), Morgan Stanley International
Limited ("MSIL"), Dean Witter Reynolds Inc. ("DWR"), Dean Witter International
Ltd. ("DWIL") and other affiliates of the Company may offer and sell
previously issued Warrants in the course of their businesses as broker-dealers.
MS & Co., MSIL, DWR, DWIL and such other affiliates may act as a principal or
agent in such transactions. This Prospectus and the accompanying Prospectus
Supplement may be used by MS & Co., MSIL, DWR, DWIL and such other affiliates
in connection with such transactions. Such sales, if any, will be made at
varying prices related to prevailing market prices at the time of sale.
MORGAN STANLEY DEAN WITTER
June , 1997
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus or in the Prospectus Supplement
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company or any underwriter, dealer or
agent. Neither this Prospectus nor the Prospectus Supplement constitute an
offer to sell or a solicitation of an offer to buy Warrants by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to
any person to whom it is unlawful to make such offer or solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Effective May 31, 1997, Morgan
Stanley Group Inc. ("Morgan Stanley") merged with and into Dean Witter,
Discover & Co. ("Dean Witter Discover"), which, as the surviving corporation,
was renamed Morgan Stanley, Dean Witter, Discover & Co. Prior to the merger,
Morgan Stanley was subject to the informational requirements of the Exchange
Act. Reports, proxy statements and other information filed by the Company
(and, prior to the merger, by Morgan Stanley) with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at
its Regional Offices located at Suite 1400, Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661 and at Seven World Trade Center, 13th Floor,
New York, New York 10048, and copies of such material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, the Commission
maintains a Website that contains reports, proxy and other information
regarding registrants that file electronically, such as the Company. The
address of the Commission's Website is http:/www.sec.gov. The Company's Common
Stock, par value $0.01 per share (the "Common Stock"), is listed on the New
York Stock Exchange, Inc. (the "NYSE") and the Pacific Stock Exchange, Inc.
Reports, proxy statements and other information concerning the Company can be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005 and the Pacific Stock Exchange, Inc., 301 Pine Street, San Francisco,
California 94104 or 618 South Spring Street, Los Angeles, California 90014.
This Prospectus constitutes a part of a Registration Statement
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus omits certain of the
information contained in the Registration Statement in accordance with the
rules and regulations of the Commission. Reference is hereby made to the
Registration Statement and related exhibits for further information with
respect to the Company and the Warrants. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission
under the Exchange Act by the Company are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal period ended December 31,
1996;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; and
(c) Current Reports on Form 8-K dated January 22, 1997, February 4, 1997
(two reports), February 20, 1997, February 27, 1997, February 28, 1997, April
15, 1997, April 17, 1997 (two reports), April 30, 1997 and May 31, 1997.
The following documents previously filed with the Commission
under the Exchange Act by Morgan Stanley, a predecessor of the Company, are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal period ended November 30,
1996;
(b) Quarterly Report on Form 10-Q for the quarter ended February 28, 1997;
and
(c) Current Reports on Form 8-K dated December 18, 1996, December 26, 1996,
January 7, 1997, January 24, 1997, February 4, 1997, February 5, 1997,
February 20, 1997, February 21, 1997, February 28, 1997, March 27, 1997, April
14, 1997, April 17, 1997 and April 30, 1997.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the later of (i) the termination of the offering of
the Warrants and (ii) the date on which MS & Co., MSIL, DWR, DWIL and other
affiliates of the Company cease offering and selling previously issued
Warrants shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that also is or is
deemed to be 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 Prospectus.
Copies of the above documents (excluding exhibits) may be
obtained upon request without charge from the Company, 1585 Broadway, New
York, New York 10036, Attention: Investor Relations (telephone number (212)
762-8131).
CERTAIN PERSONS PARTICIPATING IN THE OFFERING OF THE WARRANTS
MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE
PRICE OF THE WARRANTS OR OTHER SECURITIES THE PRICES OF WHICH MAY BE USED TO
DETERMINE PAYMENTS ON THE WARRANTS. SPECIFICALLY, THE UNDERWRITERS SPECIFIED
IN THE RELEVANT PROSPECTUS SUPPLEMENT MAY OVER-ALLOT IN CONNECTION WITH THE
OFFERING, AND MAY BID FOR, AND PURCHASE, THE WARRANTS OR OTHER SECURITIES THE
PRICES OF WHICH MAY BE USED TO DETERMINE PAYMENTS ON THE WARRANTS IN THE OPEN
MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION" IN
THIS PROSPECTUS AND "PLAN OF DISTRIBUTION" OR "UNDERWRITING" IN THE RELEVANT
PROSPECTUS SUPPLEMENT.
THE COMPANY
Morgan Stanley, Dean Witter, Discover & Co. is a preeminent
global financial services firm that maintains leading market positions in
each of its three primary businesses -- securities, asset management and
credit services. The Company is a combination of Dean Witter Discover and
Morgan Stanley pursuant to a merger (the "Merger") that was effected on May
31, 1997 in which Morgan Stanley was merged with and into Dean Witter
Discover. The Company combines three well recognized brands in the financial
services industry: Discover([Registered]) Card, Morgan Stanley and Dean
Witter. The Company combines Morgan Stanley's global strengths in investment
banking, including in the origination of quality underwritten public offerings
and mergers and acquisitions, institutional sales and trading and global asset
management with Dean Witter Discover's strengths in providing investment and
asset management services to its customers and in providing quality consumer
credit products to its customers, primarily through its Discover Card brand.
At December 31, 1996, the Company had the third largest account executive
sales organization in the United States, with approximately 9,100 professional
account executives and 371 branches, and one of the largest global asset
management operations, with total assets under management and administration
of approximately $271 billion. In addition, based on its approximately 39
million general purpose credit card accounts as of December 31, 1996, the
Company is the nation's largest credit card issuer as measured by number of
accounts and cardmembers.
The Company conducts its business from its head office in New
York City, regional offices and branches throughout the United States, and
through 28 principal offices in 19 countries outside the United States. Dean
Witter Discover was incorporated under the laws of the State of Delaware in
1981 and its predecessor companies date back to 1924. Morgan Stanley was
incorporated under the laws of the State of Delaware in 1975 and its
predecessor companies date back to 1935. The Company's principal executive
offices are at 1585 Broadway, New York, New York 10036, and its telephone
number is (212) 761-4000. Unless the context otherwise requires, the term
"Company" means Morgan Stanley, Dean Witter, Discover & Co. and its
consolidated subsidiaries.
USE OF PROCEEDS
Substantially all of the net proceeds from the issue of the
Warrants will be used to hedge the obligations represented by the Warrants.
Any remaining net proceeds will be used for general corporate purposes.
RISK FACTORS RELATING TO THE WARRANTS
The Warrants are speculative and involve a high degree of risk,
including the risk that the Warrants will expire worthless except for the
minimum expiration value, if any, of such Warrants. Investors should
therefore be prepared to sustain a total loss of the purchase price of the
Warrants. Investors who consider purchasing Warrants should be experienced
with respect to interest rate, currency and option transactions and reach an
investment decision only after carefully considering, with their advisors, the
suitability of the Warrants in the light of their particular circumstances and
the information set forth below and under "Description of the Warrants" as
well as additional information contained in the Prospectus Supplement.
The Warrants are not standardized options of the type issued by
The Options Clearing Corporation (the "OCC"), a clearing agency regulated by
the Commission. Unlike purchasers of OCC standardized options, who have the
credit benefits of guarantees and margin and collateral deposits by OCC
clearing members to protect the OCC from a clearing member's failure,
purchasers of Warrants must look solely to the Company for performance of its
obligations to pay the Cash Settlement Value, Minimum Expiration Value or
Cancellation Amount (as each such term may be defined in the applicable
Prospectus Supplement), as applicable, upon exercise, expiration or
cancellation of the Warrants, as the case may be. The Warrants are unsecured
contractual obligations of the Company and will rank pari passu with the
Company's other unsecured contractual obligations and with the Company's
unsecured and unsubordinated debt. Further, the market for the Warrants is
not expected to be generally as liquid as the market for some OCC standardized
options.
Options and warrants pose risks to investors as a result of
fluctuations in the value of the underlying investment interests. In general,
certain of the risks associated with the Warrants are similar to those
generally applicable to other options or warrants of private corporate or
sovereign issuers. However, unlike options or warrants on equity or debt
securities, which are priced primarily on the basis of the value of a single
underlying security, the trading value of a Warrant is likely to reflect, in
part, the present and expected values of the applicable currency, index,
interest rate or security.
The purchaser of a Warrant, other than a Warrant having a
Minimum Expiration Value, may lose its entire investment. This risk reflects
the nature of a Warrant as an asset which tends to decline in value over time
and which may, depending on the level of the applicable currency, index,
interest rate or security, become worthless when it expires or is canceled
except to the extent of the Minimum Expiration Value, if any, of such Warrant.
Assuming all other factors are held constant, the more a Warrant is
out-of-the-money and the shorter its remaining term to expiration or
cancellation, the greater the risk that a purchaser of the Warrant will lose
all (except to the extent of any Minimum Expiration Value) or part of its
investment. This means that the purchaser of a Warrant who does not sell it
in the secondary market or exercise it prior to expiration or cancellation
could lose its entire investment (except to the extent of any Minimum
Expiration Value) in the Warrant upon expiration or cancellation if, in the
case of a put Warrant, the value of the applicable currency, index, interest
rate or security at expiration or cancellation is greater than or equal to the
exercise price, and, in the case of a call Warrant, such value is less than or
equal to the exercise price.
The fact that Warrants may become significantly less valuable
upon expiration or cancellation means that a purchaser of a Warrant must
generally be correct about both the direction and magnitude of any anticipated
change in the applicable currency, index, interest rate or security and also
correct about when that change will occur. If the value of the applicable
currency, index, interest rate or security does not decline in the case of a
put Warrant, or increase in the case of a call Warrant, before such Warrant
expires or is canceled to an extent sufficient (after giving effect to any
relevant currency exchange rate movements in the case of a Warrant whose Cash
Settlement Value depends on currency exchange rates) to cover an investor's
cost of purchasing the Warrant (i.e., the purchase price plus transaction
costs, if any), the investor may lose all (except to the extent of any Minimum
Expiration Value) or a part of its investment in the Warrant upon expiration
or cancellation.
DESCRIPTION OF THE WARRANTS
The following description sets forth certain general terms and
provisions of the Warrants to which any Prospectus Supplement may relate. The
particular terms of each issue of Warrants will be described in the Prospectus
Supplement relating to such Warrants. Accordingly, for a description of the
terms of a particular issue of Warrants, reference must be made to the
Prospectus Supplement relating thereto and to the descriptions set forth
below. The Company will have the right to "reopen" a previous issue of
Warrants and to issue additional Warrants of such issue.
The Currency Warrants, Index Warrants and Interest Rate
Warrants are to be issued under separate warrant agreements (each a "Warrant
Agreement" and respectively a "Currency Warrant Agreement", an "Index Warrant
Agreement" and an "Interest Rate Warrant Agreement") to be entered into among
the Company, MS & Co., as determination agent (the "Determination Agent"),
and one or more banks or trust companies, as warrant agent (each a "Warrant
Agent" and respectively a "Currency Warrant Agent", an "Index Warrant
Agent" and an "Interest Rate Warrant Agent"), all as shall be set forth in
the Prospectus Supplement relating to the Warrants being offered thereby.
MS & Co. is a wholly-owned subsidiary of the Company.
Currency Warrants
The Company may issue Currency Warrants (a) in the form of
Currency Put Warrants, entitling the Warrantholder to receive from the Company
in cash upon exercise the Currency Warrant Cash Settlement Value (as shall be
defined in the Prospectus Supplement), which amount shall be determined by
reference to the right to sell a specified amount or amounts of one or more
currencies or currency units or any combination thereof (a "Base Currency" or
the "Base Currencies") for a specified amount or amounts of one or more
different currencies or currency units or any combination thereof (a
"Reference Currency" or the "Reference Currencies"), (b) in the form of
Currency Call Warrants, entitling the Warrantholder to receive from the
Company in cash upon exercise the Currency Warrant Cash Settlement Value,
which amount shall be determined by reference to the right to purchase a
specified amount or amounts of a Base Currency or Base Currencies for a
specified amount or amounts of a Reference Currency or Reference Currencies,
or (c) in such other form as shall be specified in the applicable Prospectus
Supplement. The Prospectus Supplement for an issue of Currency Warrants will
set forth the formula pursuant to which the Currency Warrant Cash Settlement
Value will be determined, including any multipliers, if applicable.
The Prospectus Supplement will describe the terms of the
Currency Warrants offered thereby and the Currency Warrant Agreement relating
to such Currency Warrants, including the following: (1) the title or
designation of such Currency Warrants; (2) the aggregate amount of such
Currency Warrants; (3) the initial offering price of such Currency Warrants;
(4) the exercise price, if any; (5) the currency or currency unit in which the
initial offering price, the exercise price, if any, and the Currency Warrant
Cash Settlement Value of such Currency Warrants is payable; (6) the Base
Currency and the Reference Currency for such Currency Warrants; (7) whether
such Currency Warrants shall be Currency Put Warrants, Currency Call Warrants
or otherwise; (8) the formula for determining the Currency Warrant Cash
Settlement Value of each Currency Warrant; (9) whether and under what
circumstances a Minimum and/or Maximum Expiration Value (each as shall be
defined in the Prospectus Supplement) is applicable upon the expiration of
such Currency Warrants; (10) the effect or effects, if any, of the occurrence
of an Exercise Limitation Event or Extraordinary Event (each as shall be
defined in the Prospectus Supplement) and the circumstances that constitute
such events; (11) the date on which the right to exercise such Currency
Warrants shall commence and the date (the "Currency Warrant Expiration Date")
on which such right shall expire; (12) any minimum number of Currency Warrants
which must be exercised at any one time, other than upon automatic exercise;
(13) the maximum number, if any, of such Currency Warrants that may, subject to
election by the Company, be exercised by all Warrantholders on any day; (14)
any provisions for the automatic exercise of such Currency Warrants other than
at expiration; (15) whether and under what circumstances such Currency
Warrants may be canceled by the Company prior to the Currency Warrant
Expiration Date; (16) any other procedures and conditions relating to the
exercise of such Currency Warrants; (17) the identity of the Currency Warrant
Agent; (18) any national securities exchange on which such Currency Warrants
will be listed; (19) whether such Currency Warrants will be issued in
certificated or book-entry form and, to the extent they differ from or add to
the provisions set forth in this Prospectus, provisions relating to issuing
such Currency Warrants in certificated or book-entry form; (20) if such
Currency Warrants are not issued in book-entry form, the place or places and
time or times at which payments in respect of such Currency Warrants are to be
made by the Company; (21) if applicable, a discussion of certain United States
federal income tax or other special considerations applicable thereto; and
(22) any other terms of such Currency Warrants.
Other important information concerning Currency Warrants is set
forth below under "Certain Items Applicable to All Warrants".
Index Warrants
The Company may issue Index Warrants (a) in the form of Index
Put Warrants, entitling the Warrantholder to receive from the Company in cash
upon exercise the Index Warrant Cash Settlement Value (as shall be defined in
the Prospectus Supplement), which amount will be determined by reference to
the amount, if any, by which the Strike Level or Base Value (as the applicable
term shall be defined in the Prospectus Supplement) on the applicable
valuation date following exercise exceeds the Spot Value (as shall be defined
in the Prospectus Supplement), (b) in the form of Index Call Warrants,
entitling the Warrantholder to receive from the Company in cash upon exercise
the Index Warrant Cash Settlement Value, which amount will be determined by
reference to the amount, if any, by which the Spot Value on the applicable
valuation date following exercise exceeds the Strike Level or Base Value, as
applicable, or (c) in such other form as shall be specified in the applicable
Prospectus Supplement. The Prospectus Supplement for an issue of Index
Warrants will set forth the formula pursuant to which the Index Warrant Cash
Settlement Value will be determined, including any multipliers, if applicable.
The Prospectus Supplement will describe the terms of the Index
Warrants offered thereby and the Index Warrant Agreement relating to such
Index Warrants, including the following: (1) the title or designation of such
Index Warrants; (2) the aggregate amount of such Index Warrants; (3) the
initial offering price of such Index Warrants; (4) the exercise price, if any;
(5) the currency or currency unit in which the initial offering price, the
exercise price, if any, and the Index Warrant Cash Settlement Value of such
Index Warrants is payable; (6) the Index or Indices for such Index Warrants,
which Index or Indices may be based on one or more U.S. or foreign stocks,
bonds, or other securities, one or more U.S. or foreign interest rates, one or
more currencies or currency units, or any combination of the foregoing, and
may be a preexisting U.S. or foreign Index or an Index based on one or more
securities, interest rates or currencies selected by the Company solely in
connection with the issuance of such Index Warrants, and certain information
regarding such Index or Indices and the underlying securities, interest rates
or currencies (including, to the extent possible, the policies of the
publisher of the Index with respect to additions, deletions and substitutions
of such securities, interest rates or currencies); (7) whether such Index
Warrants shall be Index Put Warrants, Index Call Warrants or otherwise; (8)
the method of providing for a substitute Index or Indices or otherwise
determining the amount payable in connection with the exercise of such Index
Warrants if the Index changes or ceases to be made available by the publisher
of the Index; (9) the formula for determining the Index Warrant Cash
Settlement Value of each Index Warrant (including the definition of the Spot
Value and the Strike Level or Base Value for such Index Warrants); (10) the
circumstances, if any, under which a Minimum and/or Maximum Expiration Value
is applicable upon the expiration of such Index Warrants; (11) the effect or
effects, if any, of the occurrence of an Exercise Limitation Event or
Extraordinary Event and the circumstances that constitute such events; (12)
the date (the "Index Warrant Exercise Date") on which the right to exercise
such Index Warrants shall commence and the date (the "Index Warrant Expiration
Date") on which such right shall expire; (13) any minimum number of Index
Warrants which must be exercised at any one time, other than upon automatic
exercise; (14) the maximum number, if any, of such Index Warrants that may,
subject to election by the Company, be exercised by all Warrantholders on any
day; (15) any provisions for the automatic exercise of such Index Warrants
other than at expiration; (16) whether and under what circumstances such Index
Warrants may be canceled by the Company prior to the Index Warrant Expiration
Date; (17) any provisions permitting a Warrantholder to condition any exercise
notice on the absence of certain specified changes in the Spot Value or the
Base Value after the Index Warrant Exercise Date; (18) any other procedures
and conditions relating to the exercise of such Index Warrants; (19) the
identity of the Index Warrant Agent; (20) any national securities exchange on
which such Index Warrants will be listed; (21) whether such Index Warrants
will be issued in certificated or book-entry form and, to the extent they
differ from or add to the provisions set forth in this Prospectus, provisions
relating to issuing such Index Warrants in certificated or book-entry form;
(22) if such Index Warrants are not issued in book-entry form, the place or
places and time or times at which payments in respect of such Index Warrants
are to be made by the Company; (23) if applicable, a discussion of certain
United States federal income tax or other special considerations applicable
thereto; and (24) any other terms of such Index Warrants.
Other important information concerning Index Warrants is set
forth below under "Certain Items Applicable to All Warrants".
Interest Rate Warrants
The Company may issue Interest Rate Warrants (a) in the form of
Interest Rate Put Warrants, entitling the Warrantholder to receive from the
Company in cash upon exercise the Interest Rate Cash Settlement Value (as shall
be defined in the Prospectus Supplement), which amount will be determined by
reference to the amount, if any, by which the Spot Amount (as shall be defined
in the Prospectus Supplement) is less than the Strike Amount or Base Amount
(as the applicable term shall be defined in the Prospectus Supplement) on the
applicable valuation date following exercise, (b) in the form of Interest Rate
Call Warrants, entitling the Warrantholder to receive from the Company in cash
upon exercise the Interest Rate Cash Settlement Value, which amount will be
determined by reference to the amount, if any, by which the Spot Amount on the
applicable valuation date following exercise exceeds the Strike Amount or Base
Amount, as applicable, or (c) in such other form as shall be specified in the
applicable Prospectus Supplement. The Prospectus Supplement for an issue of
Interest Rate Warrants will set forth the formula pursuant to which the
Interest Rate Cash Settlement Value will be determined, including any
multipliers, if applicable. The Strike Amount will be a fixed yield or price
of a Debt Instrument, a Rate or any combination of prices and/or yields and/or
Rates. The Base Amount will be a yield, price or Rate that varies during the
term of the Interest Rate Warrants in accordance with a schedule or formula.
The Debt Instrument will be one or more instruments specified in the
applicable Prospectus Supplement issued either by the United States government
or by a foreign government. The applicable Rate will be one or more interest
rates or interest rate swap rates or other rates established from time to time
by one or more financial institutions specified in the applicable Prospectus
Supplement.
The Prospectus Supplement will describe the terms of the
Interest Rate Warrants offered thereby and the Interest Rate Warrant Agreement
relating to such Interest Rate Warrants, including the following: (1) the
title or designation of such Interest Rate Warrants; (2) the aggregate amount
of such Interest Rate Warrants; (3) the initial offering price of such
Interest Rate Warrants; (4) the exercise price, if any; (5) the currency or
currency unit in which the initial offering price, the exercise price, if any,
and the Interest Rate Cash Settlement Value of such Interest Rate Warrants is
payable; (6) the Debt Instrument (which may be one or more debt instruments
issued either by the United States government or by a foreign government), the
Rate (which may be one or more interest rates or interest rate swap rates
established from time to time by one or more specified financial institutions)
or the other yield, price or rate utilized for such Interest Rate Warrants,
and certain information regarding such Debt Instrument or Rate; (7) whether
such Interest Rate Warrants shall be Interest Rate Put Warrants, Interest Rate
Call Warrants or otherwise; (8) the Strike Amount, the method of determining
the Spot Amount and the method of expressing movements in the yield or closing
price of the Debt Instrument or in the level of the Rate as a cash amount in
the currency in which the Interest Rate Cash Settlement Value of such Interest
Rate Warrants is payable; (9) the formula for determining the Interest Rate
Cash Settlement Value of each Interest Rate Warrant; (10) whether and under
what circumstances a Minimum and/or Maximum Expiration Value is applicable
upon the expiration of such Interest Rate Warrants; (11) the effect or
effects, if any, of the occurrence of an Exercise Limitation Event or
Extraordinary Event and the circumstances that constitute such events; (12)
the date (the "Interest Rate Warrant Exercise Date") on which the right to
exercise such Interest Rate Warrants shall commence and the date (the
"Interest Rate Warrant Expiration Date") on which such right shall expire;
(13) any minimum number of Interest Rate Warrants which must be exercised at
any one time, other than upon automatic exercise; (14) the maximum number, if
any, of such Interest Rate Warrants that may, subject to election by the
Company, be exercised by all Warrantholders on any day; (15) any provisions
for the automatic exercise of such Interest Rate Warrants other than at
expiration; (16) whether and under what circumstances such Interest Rate
Warrants may be canceled by the Company prior to the Interest Rate Warrant
Expiration Date; (17) any provisions permitting a Warrantholder to condition
any exercise on the absence of certain specified changes in the Spot Amount
after the Interest Rate Warrant Exercise Date; (18) any other procedures and
conditions relating to the exercise of such Interest Rate Warrants; (19) the
identity of the Interest Rate Warrant Agent; (20) any national securities
exchange on which such Interest Rate Warrants will be listed; (21) whether
such Interest Rate Warrants will be issued in certificated or book-entry form
and, to the extent they differ from or add to the provisions set forth in this
Prospectus, provisions relating to issuing such Interest Rate Warrants in
certificated or book-entry form; (22) if such Interest Rate Warrants are not
issued in book-entry form, the place or places and time or times at which
payments in respect of such Interest Rate Warrants are to be made by the
Company; (23) if applicable, a discussion of certain United States federal
income tax or other special considerations applicable thereto; and (24) any
other terms of such Interest Rate Warrants.
Other important information concerning Interest Rate Warrants
is set forth below under "Certain Items Applicable to All Warrants".
Certain Items Applicable to all Warrants
Modifications
Each Warrant Agreement and the terms of each issue of Warrants
may be amended by the Company, the Determination Agent and the applicable
Warrant Agent, without the consent of the holders, for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained therein, or in any other manner which the
Company may deem necessary or desirable and which will not adversely affect
the interests of the owners of the then outstanding unexercised Warrants in
any material respect.
The Company, the Determination Agent and the applicable Warrant
Agent may also modify or amend the applicable Warrant Agreement and the terms
of the related Warrants, with the consent of the owners of not less than a
majority in number of the then outstanding unexercised Warrants affected,
provided that no such modification or amendment that reduces the amount
receivable upon exercise, cancellation or expiration, shortens the period of
time during which the Warrants may be exercised or otherwise materially and
adversely affects the exercise rights of the owners of the Warrants or reduces
the percentage of outstanding Warrants, the consent of whose owners is
required for modification or amendment of the applicable Warrant Agreement or
the terms of the Warrants, may be made without the consent of the owners
affected thereby.
Enforceability of Rights; Governing Law
Each Warrant Agent will act solely as an agent of the Company
in connection with the issuance and exercise of the applicable Warrants and
will not assume any obligation or relationship of agency or trust for or with
any owner of a beneficial interest in any Warrant or with the registered
holder thereof. A Warrant Agent shall have no duty or responsibility in case
of any default by the Company in the performance of its obligations under the
applicable Warrant Agreement including, without limitation, any duty or
responsibility to initiate any proceedings at law or otherwise or to make any
demand upon the Company. Warrantholders may, without the consent of the
applicable Warrant Agent, enforce by appropriate legal action, on their own
behalf, their right to exercise their Warrants, and to receive payment, if
any, for their Warrants. Except as may otherwise be provided in the
Prospectus Supplement relating thereto, each issue of Warrants and the
applicable Warrant Agreement will be governed by and construed in accordance
with the law of the State of New York.
Unsecured Obligations of the Company
The Warrants are unsecured contractual obligations of the
Company and will rank pari passu with the Company's other unsecured
contractual obligations and with the Company's unsecured and unsubordinated
debt. Most of the assets of the Company are owned by its subsidiaries.
Therefore, the Company's rights and the rights of its creditors, including
Warrantholders, to participate in the distribution of assets of any subsidiary
upon such subsidiary's liquidation or recapitalization will be subject to the
prior claims of such subsidiary's creditors, except to the extent that the
Company may itself be a creditor with recognized claims against the
subsidiary. In addition, dividends, loans and advances from certain
subsidiaries to the Company are restricted by legal requirements, including
(in the case of MS & Co. and DWR) net capital requirements under the Exchange
Act and under rules of certain exchanges and other regulatory bodies and (in
the case of Greenwood Trust Company and other bank subsidiaries) by banking
regulations.
Exercise of Warrants
Except as may otherwise be provided in the applicable
Prospectus Supplement relating thereto, (a) each Warrant will entitle the
owner, upon payment of the exercise price, if any, to receive the applicable
Cash Settlement Value of such Warrant, on the applicable Exercise Date and (b)
if not exercised prior to expiration, the Warrants will be deemed
automatically exercised at expiration. As described below, Warrants may also
be deemed to be automatically exercised if they are delisted. Procedures for
exercise of the Warrants will be set out in the applicable Prospectus
Supplement.
Exercise Limitation Events and Extraordinary Events
If so specified in the applicable Prospectus Supplement,
following the occurrence of an Exercise Limitation Event or Extraordinary
Event (as each term shall be defined therein), the Cash Settlement Value of a
Warrant may be determined on a different basis than upon normal exercise of a
Warrant. In addition, if so specified in the applicable Prospectus
Supplement, Warrants may, in certain circumstances, be canceled by the Company
prior to the Expiration Date and the holders thereof will be entitled to
receive only the applicable Cancellation Amount (as such term shall be defined
therein). The Cancellation Amount may be either a fixed amount or an amount
that varies during the term of the Warrants in accordance with a schedule or
formula.
Settlement Currency
Warrants will be settled only in U.S. dollars (unless
settlement in a foreign currency is specified in the applicable Prospectus
Supplement and is permissible under applicable law) and accordingly will not
require or entitle an owner to sell, deliver, purchase or take delivery of the
currency, security or other instrument underlying such Warrants.
Warrantholders will not receive any interest on any payments made with respect
to the Warrants and the Warrants will not entitle the Warrantholders to any
rights of holders of currencies, securities or other instruments underlying
the Warrants. If any of the Warrants are sold for, or if the exercise price,
if any, is payable in, foreign currencies or foreign currency units or if the
amount payable by the Company in respect of any issue of Warrants is payable
in foreign currencies or foreign currency units, the restrictions, elections,
tax consequences, specific terms and other information with respect to such
issue of Warrants and such currencies or currency units will be set forth in
the applicable Prospectus Supplement relating thereto.
Listing
Unless otherwise provided in the Prospectus Supplement, each
issue of Warrants will be listed on a national securities exchange, as
specified in the applicable Prospectus Supplement, subject only to official
notice of issuance. In the event that such Warrants are delisted from, or
permanently suspended from trading on, such exchange, and, at or prior to such
delisting or suspension, such Warrants shall not have been listed on another
national securities exchange, any such Warrants not previously exercised will
be deemed automatically exercised on the date such delisting or permanent
trading suspension becomes effective. The Cash Settlement Value to be paid in
such event will be as set forth in the applicable Prospectus Supplement. The
Company will notify holders of such Warrants as soon as practicable of such
delisting or permanent trading suspension. The applicable Warrant Agreement
will contain a covenant of the Company not to seek delisting of such Warrants
from, or permanent suspension of their trading on, the exchange on which they
are listed.
Form of Warrants
The Company intends to issue Warrants in registered,
certificated form ("Definitive Warrants") or in book-entry form. In the event
the Company originally issues Definitive Warrants, it may provide that
Warrantholders may convert Definitive Warrants into Warrants in book-entry
form. The Prospectus Supplement will indicate and further describe the form
in which the Company will issue the Warrants and whether and on what terms the
option to convert Warrants from definitive to book-entry form will be
available.
Book-entry Form
In the event any Warrants are issued in book-entry form, such
Warrants will be represented by a single global warrant certificate (the
"Global Warrant Certificate"). Each Global Warrant Certificate will be
registered in the name of the nominee of the depository for the Warrants.
Initially, the depository (the "Depository") will be The Depository Trust
Company ("DTC"). The Company has been informed by DTC that initially its
nominee will be CEDE & Co. ("CEDE"). Accordingly, CEDE is expected to be the
registered holder of such Warrants. No Warrantholder will be entitled to
receive a certificate representing such holder's interest in such Warrants
except as set forth herein or in the Prospectus Supplement.
DTC is a limited purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to Section 17A of the Exchange Act. DTC was
created to hold securities for its participating organizations
("Participants") and to facilitate the clearance and settlement of securities
transactions between Participants through electronic book entry, thereby
eliminating the need for physical movement of certificates. Participants
include securities brokers and dealers, banks, trust companies and clearing
corporations, and may include certain other organizations. Indirect access to
the DTC system is also available to others such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly ("Indirect Participants").
Warrantholders that are not Participants or Indirect
Participants but desire to purchase, sell or otherwise transfer ownership of,
or other interests in, Warrants may do so only through Participants and
Indirect Participants. In addition, Warrantholders will receive the Cash
Settlement Value and, if applicable, the Cancellation Amount or Minimum and/or
Maximum Expiration Value payable in respect of any Warrant from the Warrant
Agent through Participants. Warrantholders may experience a delay of a few
business days in their receipt of payments, since such payments will be
forwarded by the Warrant Agent to DTC, and DTC will forward such payments to
Participants. Such Participants will then forward such payments to Indirect
Participants or Warrantholders. In the case of automatic exercise or
cancellation of the Warrants, a delay of a few business days may also occur
since such payments will be forwarded by the Warrant Agent to DTC, and DTC
will then forward such payments to Participants for delivery to Indirect
Participants or Warrantholders. Warrantholders will not be recognized by the
Warrant Agent as registered holders of Warrants. Warrantholders that are not
Participants will be permitted to exercise their rights as beneficial owners
of the Warrants only indirectly through Participants.
Under the rules, regulations and procedures creating and
affecting DTC and its operations, DTC will be required to (a) make book entry
transfers of Warrants among Participants and (b) receive and transmit payments
of the Cash Settlement Value and, if applicable, the Cancellation Amount or
Minimum and/or Maximum Expiration Value payable in respect of any Warrant.
Participants and Indirect Participants with which Warrantholders have accounts
with respect to the Warrants similarly will be required to direct that book
entry transfers be made and receive and transmit such payments on behalf of
their respective Warrantholders.
If Warrants are in book-entry form, Warrantholders may
experience a delay of a few business days in receipt of payments, since, in
the case of exercise by Warrantholders, such payments will be forwarded by the
Warrant Agent to DTC, and DTC will then forward such payment to its
Participants. Participants will then forward such payments to Indirect
Participants or Warrantholders. In the case of automatic exercise or
cancellation of the Warrants, a delay of a few business days may also occur
since such payments will be forwarded by the Warrant Agent to DTC, and DTC
will then forward such payments to Participants for delivery to Indirect
Participants or Warrantholders. Because DTC can only act on behalf of
Participants, who in turn may act on behalf of Indirect Participants, and on
behalf of certain banks, trust companies and other approved persons, the
ability of a Warrantholder to pledge Warrants in book-entry form to persons or
entities that do not participate in the DTC system, or to otherwise act with
respect to such Warrants, may be limited due to the absence of physical
certificates for such Warrants.
DTC has advised the Company that it will take any action
permitted to be taken by a Warrantholder under the Warrant Agreement only at
the direction of one or more Participants to whose accounts with DTC the
Warrants are credited.
Unless otherwise specified in the Prospectus Supplement,
Warrants in book-entry form will be converted into Definitive Warrants only
(i) if the Company advises the Warrant Agent in writing that DTC is no longer
willing or able to discharge properly its responsibilities as depository with
respect to the Warrants and a successor depository is not appointed by the
Company within 90 days, (ii) the Company, at its option, elects not to have the
Warrants represented by Global Warrant Certificates, or (iii) in the event the
Company is adjudged bankrupt or insolvent or certain other bankruptcy or
insolvency events occur.
Upon the occurrence of any event described in the immediately
preceding paragraph, DTC is required to notify all Participants of the
availability through DTC of Definitive Warrants. Upon surrender by DTC of the
Global Warrant Certificate representing the affected Warrants and instructions
for re-registration, the Warrant Agent will reissue such Warrants as
Definitive Warrants, and thereafter the Warrant Agent will recognize the
holders of such Definitive Warrants as registered holders of Warrants entitled
to the benefits of the applicable Warrant Agreement.
Definitive Warrants
In the event Definitive Warrants are issued, the Warrant Agent
will from time to time register the transfer of any outstanding Definitive
Warrant certificate upon surrender thereof at the Warrant Agent's office duly
endorsed by, or accompanied by a written instrument or instruments of transfer
in form satisfactory to the Warrant Agent duly executed by, the registered
holder thereof, a duly appointed legal representative or a duly authorized
attorney. Such signature must be guaranteed by a bank or trust company having
a correspondent office in New York City or by a broker or dealer which is a
member of the National Association of Securities Dealers, Inc. (the "NASD") or
by a member of a national securities exchange. A new Definitive Warrant
certificate will be issued to the transferee upon any such registration of
transfer.
At the option of a Warrantholder, Definitive Warrant
certificates may be exchanged for other Definitive Warrant certificates
representing a like number of Definitive Warrants, upon surrender to the
Warrant Agent at the Warrant Agent's office of the Definitive Warrant
certificates to be exchanged. The Company will thereupon execute, and the
Warrant Agent will countersign and deliver, one or more new Definitive Warrant
certificates of like tenor and representing such like number of Definitive
Warrants.
In the event that, after any exercise of Definitive Warrants
evidenced by a Definitive Warrant certificate, the number of Definitive
Warrants exercised is fewer than the total number of Definitive Warrants
evidenced by such certificate, a new Definitive Warrant certificate evidencing
the number of Definitive Warrants not exercised will be issued to the
registered holder or his assignee.
If any Definitive Warrant certificate is mutilated, lost,
stolen or destroyed, the Company may in its discretion execute, and the
Warrant Agent may countersign and deliver, in exchange and substitution for
such mutilated Definitive Warrant certificate or in replacement for such lost,
stolen or destroyed Definitive Warrant certificate, a new Definitive Warrant
certificate representing a like number of Definitive Warrants, but only (in
the case of loss, theft or destruction) upon receipt of evidence satisfactory
to the Company and the Warrant Agent of loss, theft or destruction of such
Definitive Warrant certificate and security or indemnity, if requested,
satisfactory to them. Warrantholders requesting replacement Definitive
Warrant certificates must also comply with such other reasonable regulations
and pay such reasonable charges as the Company or the Warrant Agent may
prescribe. In case all of the Definitive Warrants represented by any such
mutilated, lost, stolen or destroyed Definitive Warrant certificate have been
or are about to be exercised (including upon automatic exercise), the Company
in its discretion may, instead of issuing a new Definitive Warrant
certificate, direct the Warrant Agent to treat such Definitive Warrant
certificate the same as if the Warrant Agent had received an exercise notice
in proper form in respect thereof or as being subject to automatic exercise,
as the case may be.
No service charge will be made for any registration of transfer
or exchange of Definitive Warrant certificates, but the Company may require
the payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in relation thereto, other than exchanges not involving any
transfer. In the case of the replacement of mutilated, lost, stolen or
destroyed Definitive Warrant certificates, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Warrant Agent) connected therewith.
PLAN OF DISTRIBUTION
The Company may sell the Warrants being offered hereby in three
ways: (i) through agents, (ii) through underwriters and (iii) through
dealers. Any such underwriters, dealers or agents in the United States will
include MS & Co. and/or DWR and any such underwriters, dealers or agents
outside the United States will include MSIL, DWIL or other affiliates of the
Company.
Offers to purchase Warrants may be solicited by agents
designated by the Company from time to time. Any such agent, who may be
deemed to be an underwriter as that term is defined in the Securities Act,
involved in the offer or sale of the Warrants in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be
acting on a reasonable efforts basis for the period of its appointment.
Agents may be entitled under agreements which may be entered into with the
Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, and may be customers of,
engage in transactions with or perform services for the Company in the
ordinary course of business.
If any underwriters are utilized in the sale of the Warrants in
respect of which this Prospectus is delivered, the Company will enter into an
underwriting agreement with such underwriters at the time of sale to them and
the names of the underwriters and the terms of the transaction will be set
forth in the Prospectus Supplement, which will be used by the underwriters to
make resales of the Warrants in respect of which this Prospectus is delivered
to the public. The underwriters may be entitled, under the relevant
underwriting agreement, to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act and may be
customers of, engage in transactions with or perform services for the Company
in the ordinary course of business.
If a dealer is utilized in the sale of the Warrants in respect
of which this Prospectus is delivered, the Company will sell such Warrants to
the dealer, as principal. The dealer may then resell such Warrants to the
public at varying prices to be determined by such dealer at the time of
resale. Dealers may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, and may
be customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.
In order to facilitate the offering of the Warrants, the
underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the Warrants or other securities the prices of which may
be used to determine payments on such Warrants. Specifically, the
underwriters may over-allot in connection with the offering, creating a short
position in the Warrants for their own accounts. In addition, to cover
over-allotments or to stabilize the price of the Warrants or of any such other
securities, the underwriters may bid for, and purchase, the Warrants or any
such other securities in the open market. Finally, in any offering of the
Warrants through a syndicate of underwriters, the underwriting syndicate may
reclaim selling concessions allowed to an underwriter or a dealer for
distributing the Warrants in the offering if the syndicate repurchases
previously distributed Warrants in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market price of the Warrants above
independent market levels. The underwriters are not required to engage in
these activities, and may end any of these activities at any time.
If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain
purchasers to purchase Warrants from the Company at the public offering price
set forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject to only those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission
payable for solicitation of such offers.
Any underwriter, agent or dealer utilized in the initial
offering of Warrants will not confirm sales to accounts over which it
exercises discretionary authority without the prior specific written approval
of its customer.
MS & Co., MSIL, DWR and DWIL are wholly owned subsidiaries of
the Company. Each initial offering of Warrants in which MS & Co. and/or DWR
participates will be conducted in compliance with the requirements of Rule
2720 of the NASD. Under the provisions of Rule 2720, when a NASD member
such as MS & Co. or DWR distributes securities of an affiliate that are not
equity securities for which a bona fide independent market exists or a
class of securities rated investment grade or better, the price of the
securities can be no higher than that recommended by a "Qualified
Independent Underwriter" meeting certain standards. Unless otherwise
specified in the Prospectus Supplement, Donaldson, Lufkin & Jenrette
Securities Corporation will act as the Qualified Independent Underwriter
for the Warrants in respect of which this Prospectus is delivered and will
receive a fee for such services specified in the applicable Prospectus
Supplement. Under guidelines adopted by the NASD, the underwriting
compensation payable in connection with any issue of Warrants under this
Prospectus may not exceed 8%. Following the initial distribution of any
Warrants, MS & Co., MSIL, DWR, DWIL and other affiliates of the Company may
offer and sell such Warrants in the course of their business as broker-
dealers. MS & Co., MSIL, DWR, DWIL and such other affiliates may act as
principals or agents in such transactions. This Prospectus may be used by
MS & Co., MSIL, DWR, DWIL and such other affiliates in connection with such
transactions. Such sales, if any, will be made at varying prices related
to prevailing market prices at the time of sale or otherwise. None of MS &
Co., MSIL, DWR, DWIL or any such other affiliate is obligated to make a
market in any Warrants and may discontinue any market-making activities at
any time without notice.
LEGAL MATTERS
The validity of the Warrants will be passed upon for the
Company by Brown & Wood LLP, or other counsel who is satisfactory to MS & Co.,
MSIL, DWR or DWIL, as the case may be, and who may be an officer of the
Company. Certain legal matters relating to the Warrants will be passed upon
for the Underwriters by Davis Polk & Wardwell. Davis Polk & Wardwell has in
the past represented and continues to represent the Company on a regular basis
and in a variety of matters, including in connection with its merchant banking
and leveraged capital activities.
EXPERTS
The supplemental consolidated financial statements and
supplemental financial statement schedule of the Company and its subsidiaries,
except Morgan Stanley, as of fiscal year end 1996 and 1995 and for each of the
three years in the period ended fiscal year end 1996 included in the Company's
Current Report on Form 8-K dated May 31, 1997 have been audited by Deloitte &
Touche LLP, independent auditors, as set forth in their report thereon and
incorporated herein by reference. The financial statements and financial
statement schedule of Morgan Stanley (supplementally consolidated with those
of the Company) have been audited by Ernst & Young LLP, independent auditors,
as stated in their reports incorporated herein by reference. Such
supplemental consolidated financial statements and supplemental financial
statement schedule have been incorporated herein by reference in reliance upon
the respective reports given upon the authority of such firms as experts in
accounting and auditing.
The consolidated financial statements of Dean Witter Discover
incorporated by reference and included in Dean Witter Discover's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996 have been audited by
Deloitte & Touche LLP, independent auditors, as set forth in their reports
thereon and incorporated herein by reference. Such consolidated financial
statements have been incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements of Morgan Stanley
incorporated by reference and included in Morgan Stanley's Annual Report on
Form 10-K for the fiscal year ended November 30, 1996 have been audited by
Ernst & Young LLP, independent auditors, as stated in their report thereon and
incorporated herein by reference. Such consolidated financial statements have
been incorporated herein by reference in reliance upon such report given upon
the authority of such firm as experts in accounting and auditing.
With respect to the unaudited interim financial information of
Dean Witter Discover for the periods ended March 31, 1997 and 1996, which is
incorporated herein by reference, Deloitte & Touche LLP have applied limited
procedures in accordance with professional standards for review of such
information. However, as stated in their report included in Dean Witter
Discover's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997
and incorporated by reference herein, they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the
degree of reliance on their report on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act for their reports on the unaudited interim financial
information because these reports are not "reports" or a "part" of the
registration prepared or certified by an accountant within the meaning of
Sections 7 and 11 of the Securities Act.
ERISA MATTERS FOR PENSION PLANS AND INSURANCE COMPANIES
The Company and certain affiliates of the Company, including MS
& Co. and DWR, may each be considered a "party in interest" within the meaning
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or a "disqualified person" within the meaning of the Internal Revenue Code of
1986, as amended (the "Code") with respect to many employee benefit plans.
Prohibited transactions within the meaning of ERISA or the Code may arise, for
example, if the Warrants are acquired by or with the assets of a pension or
other employee benefit plan with respect to which MS & Co., DWR or any of
their affiliates is a service provider, unless such Warrants are acquired
pursuant to an exemption for transactions effected on behalf of such plan by a
"qualified professional asset manager" or pursuant to any other available
exemption. The assets of a pension or other employee benefit plan may include
assets held in the general account of an insurance company that are deemed to
be "plan assets" under ERISA. In addition, employee benefit plans subject to
ERISA (or insurance companies deemed to be investing ERISA plan assets)
purchasing Warrants should consider the possible implications of owning the
securities underlying such instruments in the event of settlement by physical
delivery. Any insurance company or pension or employee benefit plan proposing
to invest in the Warrants should consult with its legal counsel.
MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
Commission Registration Fee............ $ 60,607 **
Stock Exchange Listing Fees............ 150,000
Accounting Fees........................ 100,000
Warrant Agent's Fees and Expenses...... 50,000
Blue Sky Fees and Expenses............. 10,000
Printing and Engraving Fees............ 100,000
NASD Fee............................... 20,000
Legal Fees and Expenses................ 100,000
Miscellaneous.......................... 7,393
Total............................... $ 598,000
- -------------------
* All amounts are estimated except for the Commission registration fee
and the NASD fee.
** Includes $304 which was paid on May 28, 1997. The balance being paid
is $60,303.
Item 15. Indemnification of Directors and Officers
Article VIII of the Amended and Restated Certificate of
Incorporation ("Certificate of Incorporation") of the Company and Section 6.07
of the Amended and Restated By-Laws ("By-Laws") of the Company, each as amended
to date, provide for the indemnification of directors and officers. Under
these provisions, any person who is a director or officer of the Company or a
corporation the majority of the capital stock (other than directors'
qualifying shares) of which is owned directly or indirectly by the Company (a
"Subsidiary") shall be indemnified by the Company, to the fullest extent
permitted by applicable law. The Company's Certificate of Incorporation and
By-Laws also provide that the Company may, by action of the Board of
Directors, provide indemnification to any person who is or was an employee or
agent (other than a director or officer) of the Company or a Subsidiary and to
any person serving as a director, officer, partner, member, employee or agent
of another corporation, partnership, limited liability company, joint venture,
trust or other enterprise at the request of the Company or a Subsidiary, to
the same scope and effect as the foregoing indemnification of directors and
officers of the Company.
The right to indemnification under the By-Laws includes the
right to be paid the expenses incurred in connection with any proceeding in
advance of its final disposition upon receipt (unless the Company upon
authorization of the Board of Directors waives said requirement to the extent
permitted by applicable law) of an undertaking by or on behalf of such person
to repay such amount if it shall ultimately be determined that such person is
not entitled to be indemnified by the Company.
Under the By-Laws, the Company has the power to purchase and
maintain insurance, at its expense, to protect itself and any person who is or
was a director, officer, partner, member, employee or agent of the Company or
a Subsidiary, or of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise, against any expense,
liability or loss, whether or not the Company or a Subsidiary would have the
power to indemnify him against such expense, liability or loss under the
provisions of applicable law.
The Company 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 Company's
directors and officers in certain instances where by law they may not be
indemnified by the Company.
The form of Underwriting Agreement filed as Exhibit 1 hereto,
and incorporated herein by reference, contains certain provisions relating to
the indemnification of the Company's directors, officers and controlling
persons.
Item 16. Exhibits
<TABLE>
<CAPTION>
<S> <C> <C>
1 * Form of Underwriting Agreement.
4.1 * Form of Currency Warrant Agreement, with form of Definitive and Global Currency Warrant
Certificates attached as Exhibits A and A-1 thereto.
4.2 * Form of Index Warrant Agreement, with form of Definitive and Global Index Warrant
Certificates attached as Exhibits A and A-1 thereto.
4.3 * Form of Interest Rate Warrant Agreement, with form of Definitive and Global Interest Rate
Warrant Certificates attached as Exhibits A and A-1 thereto.
5 Opinion of Brown & Wood LLP.
15-a Letter of Awareness from Deloitte & Touche LLP concerning Unaudited Financial Information.
15-b Letter of Awareness from Ernst & Young LLP concerning Unaudited Financial Information.
23-a Consent of Deloitte & Touche LLP.
23-b Consent of Ernst & Young LLP.
23-c Consent of Brown & Wood LLP (included in Exhibit 5).
24 Powers of Attorney (included on signature pages).
</TABLE>
- ----------
* Previously Filed.
ITEM 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the
warrants registered hereby, 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, as amended;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of 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 this registration statement or any
material change to such information in this registration statement;
provided, however, that the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each such post-effective amendment shall be deemed to
be a new registration statement relating to the warrants offered therein, and
the offering of such warrants at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of post-effective amendment any of
the warrants being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, as amended, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended, that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the warrants
offered herein, and the offering of such warrants at that time shall be deemed
to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 15 above, 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 such 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 hereby, the registrant will unless in the opinion of its
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 such Act and will be governed
by the final adjudication of such issue.
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-3 and has duly caused
this Amendment No. 1 to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in New York, New York, on this
second day of June, 1997.
MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.
By: /s/ Philip J. Purcell
-----------------------------------------
Name: Philip J. Purcell
Title: Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose
signature appears below hereby constitutes and appoints Christine A. Edwards,
Mitchell M. Merin, Ronald T. Carman, Michael T. Gregg, Jonathan C. Clark,
Ralph L. Pellecchio and Martin M. Cohen and each of them singly, his or her
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement (any of which amendments may make
such changes and additions to this Registration Statement as such
attorneys-in-fact may deem necessary or appropriate) and to file the same,
with all exhibits thereto, and any other documents that may be required in
connection therewith, granting unto said attorneys-in-fact and agents full
power and authority to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, as
amended, this Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities indicated on this second day of
June, 1997.
<TABLE>
<CAPTION>
Signature Title
- --------------------------------------------- -------------------------------------------------
<S> <C> <C>
/s/ Philip J. Purcell Chairman of the Board, Chief Executive Officer
- --------------------------------------------- and Director
Philip J. Purcell
/s/ John J. Mack President, Chief Operating Officer and Director
- ---------------------------------------------
John J. Mack
/s/ Thomas C. Schneider Executive Vice President, Chief Strategic and
- --------------------------------------------- Administrative Officer and Director
Thomas C. Schneider
/s/ Richard B. Fisher Chairman of the Executive Committee of Board
- --------------------------------------------- of Directors and Director
Richard B. Fisher
/s/ Robert G. Scott Executive Vice President and Chief Financial
- --------------------------------------------- Officer
Robert G. Scott
/s/ Robert P. Seass Controller (Principal Accounting Officer)
- ---------------------------------------------
Robert P. Seass
/s/ Robert P. Bauman Director
- ---------------------------------------------
Robert P. Bauman
/s/ Edward A. Brennan Director
- ---------------------------------------------
Edward A. Brennan
/s /Daniel B. Burke Director
- ---------------------------------------------
Daniel B. Burke
/s/ C. Robert Kidder Director
- ---------------------------------------------
C. Robert Kidder
/s/ Miles L. Marsh Director
- ---------------------------------------------
Miles L. Marsh
/s/ Michael A. Miles Director
- ---------------------------------------------
Michael A. Miles
/s/ Allen E. Murray Director
- ---------------------------------------------
Allen E. Murray
/s/ Paul J. Rizzo Director
- ---------------------------------------------
Paul J. Rizzo
/s/ Clarence B. Rogers, Jr. Director
- ---------------------------------------------
Clarence B. Rogers, Jr.
/s/ Laura D'Andrea Tyson Director
- ---------------------------------------------
Laura D'Andrea Tyson
</TABLE>
EXHIBIT INDEX
Exhibit
Number Description
------- ------------
1 * Form of Underwriting Agreement.
4.1* Form of Currency Warrant Agreement, with form of Definitive
and Global Currency Warrant Certificates attached as
Exhibits A and A-1 thereto.
4.2* Form of Index Warrant Agreement, with form of Definitive and
Global Index Warrant Certificates attached as Exhibits A
and A-1 thereto.
4.3* Form of Interest Rate Warrant Agreement, with form of
Definitive and Global Interest Rate Warrant Certificates
attached as Exhibits A and A-1 thereto.
5 Opinion of Brown & Wood LLP .
15-a Letter of Awareness from Deloitte & Touche LLP concerning
Unaudited Financial Information.
15-b Letter of Awareness from Ernst & Young LLP concerning
Unaudited Financial Information.
23-a Consent of Deloitte & Touche LLP.
23-b Consent of Ernst & Young LLP.
23-c Consent of Brown & Wood LLP (included in Exhibit 5).
24 Powers of Attorney (included on signature pages).
- --------------
* Previously Filed.
[Letterhead of Brown & Wood LLP]
Exhibit 5
June 2, 1997
Morgan Stanley, Dean Witter, Discover & Co.
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
We have acted as counsel to Morgan Stanley, Dean Witter, Discover & Co.,
a Delaware corporation (the "Company"), in connection with a registration
statement on Form S-3 (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to $200,000,000
aggregate initial offering price of (i) warrants entitling the holders thereof
to receive from the Company, upon exercise, an amount in cash determined by
reference to the right to purchase and/or the right to sell a specified amount
or specified amounts of one or more currencies or currency units or any
combination thereof for a specified amount or specified amounts of one or more
different currencies or currency units or combination thereof ("Currency
Warrants"), (ii) warrants entitling the holders thereof to receive from the
Company, upon exercise, an amount in cash determined by reference to decreases
and/or increases in the level of a specified index or in the levels (or
relative levels) of two or more indices or combinations of indices, which
index or indices may be based on one or more stocks, bonds or other
securities, one or more interest rates, one or more currencies or currency
units, or any combination of the foregoing ("Index Warrants"), and (iii)
warrants entitling the holders thereof to receive from the Company, upon
exercise, an amount in cash determined by reference to decreases and/or
increases in the yield or closing price of one or more specified debt
instruments issued either by the United States government or by a foreign
government, in the interest rate, interest rate swap rate or other rate
established from time to time by one or more specified financial institutions
or in any specified combination of the foregoing ("Interest Rate Warrants").
The Index Warrants, Currency Warrants and Interest Rate Warrants will be
issued under Index Warrant Agreements, Currency Warrant Agreements and
Interest Rate Warrant Agreements, respectively, each to be entered into among
the Company, Morgan Stanley & Co. Incorporated, as determination agent, and a
warrant agent. Such Index Warrants, Currency Warrants and Interest Rate
Warrants are hereinafter collectively referred to as the "Warrants" and such
Index Warrant Agreements, Currency Warrant Agreements and Interest Rate
Warrant Agreements are collectively hereinafter referred to as the "Warrant
Agreements". The forms of the Warrants and the Warrant Agreements are filed
as exhibits to the Registration Statement.
In rendering this opinion, we have examined the originals or copies,
certified to our satisfaction, of such corporate records and other documents
and certificates as we deemed necessary. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of all such
latter documents. In addition, in rendering this opinion, we have assumed the
authorization, execution and delivery of the Warrant Agreements by all parties
other than the Company. As to any facts material to this opinion, we have,
when relevant facts were not independently established by us, relied upon the
aforesaid records, certificates and documents.
Based upon the foregoing, we are of the opinion that the Warrants and
the Warrant Agreements have been duly authorized and that, when the Warrant
Agreements corresponding to Warrants being issued thereunder have been duly
executed and delivered and the Warrants have been duly executed and issued, in
each case in accordance with the provisions of the applicable Warrant
Agreement, and duly paid for by the purchasers thereof, all required corporate
action will have been taken with respect to the issuance and sale of the
Warrants, and the Warrants will have been validly issued and will constitute
valid and binding obligations of the Company.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 to the Registration Statement. We also
consent to the reference to our firm under the heading "Legal Matters" in the
Registration Statement. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act.
Very truly yours,
/s/ Brown & Wood LLP
Exhibit 15-a
To the Directors and Shareholders of Morgan Stanley,
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
consolidated financial information of Dean Witter, Discover & Co. (renamed
"Morgan Stanley, Dean Witter, Discover & Co." on May 31, 1997) and
subsidiaries as of March 31, 1997 and for the three month periods ended March
31, 1997 and 1996, as indicated in our report dated April 30, 1997; because
we did not perform an audit, we expressed no opinion on that information. We
are aware that our report, which is included in your Quarterly Report on Form
10-Q for the quarter ended March 31, 1997, is incorporated by reference in
this Amendment No. 1 to Registration Statement No. 333-27893.
We have also made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the supplemental
unaudited interim consolidated financial information of Morgan Stanley, Dean
Witter, Discover & Co. and subsidiaries as of first fiscal quarter end 1997
and for the first fiscal quarter 1997 and 1996, as indicated in our report
dated May 31, 1997 (which makes reference to the review of Morgan Stanley
Group Inc. by other auditors); because we did not perform an audit, we
expressed no opinion on that information. We are aware that our report, which
is included in your Current Report on Form 8-K filed on June 2, 1997, is
incorporated by reference in this Amendment No. 1 to Registration
Statement No. 333-27893.
We are also aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are 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.
/s/ DELOITTE & TOUCHE LLP
New York, New York
June 2, 1997
Exhibit 15-b
The Stockholders and
Board of Directors of
Morgan Stanley Group Inc.
We are aware of the inclusion in Amendment No. 1 to the Registration Statement
on Form S-3 (No. 333-27893) for the registration of $200,000,000 of currency
warrants, index warrants, and interest rate warrants and in the related
Prospectus of Morgan Stanley, Dean Witter, Discover & Co. for $200,000,000 of
the same securities of our report dated March 27, 1997 included in the Current
Report on Form 8-K of Morgan Stanley, Dean Witter, Discover & Co. dated May
31, 1997, relating to the unaudited condensed consolidated interim financial
statements of Morgan Stanley Group Inc. which are included in its Form 10-Q
for the quarter ended February 28, 1997.
Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
New York, New York
June 2, 1997
Exhibit 23-a
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-27893 of Morgan Stanley, Dean Witter, Discover
& Co. (the "Registrant") on Form S-3 of our reports dated February 21, 1997,
appearing in and incorporated by reference in the Annual Report on Form 10-K
of the Registrant for the year ended December 31, 1996; and our report dated
May 31, 1997, appearing in the Current Report on Form 8-K of the Registrant
filed on June 2, 1997 (which makes reference to the audit of Morgan Stanley
Group Inc. by other auditors); and to the reference to us under the
heading "Experts" in the Prospectus, which is a part of this Registration
Statement.
/s/ DELOITTE & TOUCHE LLP
New York, New York
June 2, 1997
Exhibit 23-b
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-27893) for
the registration of $200,000,000 of currency warrants, index warrants, and
interest rate warrants and in the related Prospectus of Morgan Stanley, Dean
Witter, Discover & Co. for $200,000,000 of the same securities and to the
incorporation by reference therein of our reports with respect to the
consolidated financial statements and financial statement schedule of Morgan
Stanley Group Inc. dated January 7, 1997 included and incorporated by
reference in its Annual Report on Form 10-K for the fiscal year ended November
30, 1996 and dated May 27, 1997 included in the Current Report on Form 8-K of
Morgan Stanley, Dean Witter, Discover & Co. dated May 31, 1997 filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
June 2, 1997
