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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]Preliminary Proxy Statement
[_]Definitive Proxy Statement
[X]Definitive Additional Materials
[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
DEAN WITTER, DISCOVER & CO.
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(Name of Registrant as Specified In Its Charter)
DEAN WITTER, DISCOVER & CO.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_]Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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DEAN WITTER, DISCOVER & CO.
PHILIP J. PURCELL
Chairman and Chief Executive Officer
YOUR VOTE IS IMPORTANT
May 1, 1997
Dear Shareholder:
The merger of Dean Witter, Discover & Co. and Morgan Stanley Group Inc. will
create a preeminent global financial services firm, combining powerful
franchises and complementary strengths. The new company will be uniquely
qualified to capitalize on new opportunities domestically and around the world,
during a time of consolidation and globalization in the financial services
industry. The merger creates opportunities for higher profitability as well as
accelerated growth.
To make the merger a reality, we need your support and your vote. Because
approval of the merger requires the affirmative vote of a majority of all
outstanding shares, your vote is extremely important.
We have not yet received your vote. Your Board of Directors and management team
strongly recommend the proposed merger and urge you to vote FOR the merger.
Please sign, date and return the enclosed proxy card in the postage paid
envelope today.
You may hold your Dean Witter Discover shares in various accounts and in
certificates, so you may receive several proxy cards. To vote all your shares,
please sign, date and return ALL of your proxy cards.
Thank you for your support.
Sincerely,
/s/ Philip J. Purcell
Philip J. Purcell
Chairman of the Board
and Chief Executive Officer
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If you have any questions, or you need assistance with voting your proxy,
please call our special toll-free number, 1-888-2WITTER, to reach a
representative of Georgeson & Company Inc., whose employees are assisting us
with this proxy.
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[LOGO] Two World Trade Center 66th Floor New York, New York 10048
