SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DEAN WITTER, DISCOVER & CO. (To be renamed
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.)
(Exact name of registrant as specified in its charter)
Delaware 36-3145972
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
Two World Trade Center
New York, New York 10048
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(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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7.82% Capital Units, each consisting of New York Stock Exchange, Inc.
(i) a 7.82% Subordinated Debenture due
November 30, 2013 of Morgan Stanley
Finance plc, (ii) a full and
unconditional subordinated guarantee of
the Subordinated Debenture by Dean
Witter, Discover & Co. and (iii) a
purchase contract of Dean Witter,
Discover & Co. requiring the holder
thereof to purchase one Depositary
Share, representing ownership of a 1/8
interest in a share of Dean Witter,
Discover & Co.'s 7.82% Cumulative
Preferred Stock, par value $.01 per
share, stated value $200.00 per share.
7.80% Capital Units, each consisting of New York Stock Exchange, Inc.
(i) a 7.80% Subordinated Debenture due
February 28, 2014 of Morgan Stanley
Finance plc, (ii) a full and
unconditional subordinated guarantee of
the Subordinated Debenture by Dean
Witter, Discover & Co. and (iii) a
purchase contract of Dean Witter,
Discover & Co. requiring the holder
thereof to purchase one Depositary
Share, representing ownership of a 1/8
interest in a share of Dean Witter,
Discover & Co.'s 7.80% Cumulative
Preferred Stock, par value $.01 per
share, stated value $200.00 per share.
<PAGE>
9.00% Capital Units, each consisting of New York Stock Exchange, Inc.
(i) a 9.00% Subordinated Debenture due
February 28, 2015 of Morgan Stanley
Finance plc, (ii) a full and
unconditional subordinated guarantee of
the Subordinated Debenture by Dean
Witter, Discover & Co. and (iii) a
purchase contract of Dean Witter,
Discover & Co. requiring the holder
thereof to purchase one Depositary
Share, representing ownership of a 1/8
interest in a share of Dean Witter,
Discover & Co.'s 9.00% Cumulative
Preferred Stock, par value $.01 per
share, stated value $200.00 per share.
8.40% Capital Units, each consisting of New York Stock Exchange, Inc.
(i) an 8.40% Subordinated Debenture due
August 30, 2015 of Morgan Stanley
Finance plc, (ii) a full and
unconditional subordinated guarantee of
the Subordinated Debenture by Dean
Witter, Discover & Co. and (iii) a
purchase contract of Dean Witter,
Discover & Co. requiring the holder
thereof to purchase one Depositary
Share, representing ownership of a 1/8
interest in a share of Dean Witter,
Discover & Co.'s 8.40% Cumulative
Preferred Stock, par value $.01 per
share, stated value $200.00 per share.
8.20% Capital Units, each consisting of New York Stock Exchange, Inc.
(i) an 8.20% Subordinated Debenture due
November 30, 2015 of Morgan Stanley
Finance plc, (ii) a full and
unconditional subordinated guarantee of
the Subordinated Debenture by Dean
Witter, Discover & Co. and (iii) a
purchase contract of Dean Witter,
Discover & Co. requiring the holder
thereof to purchase one Depositary
Share, representing ownership of a 1/8
interest in a share of Dean Witter,
Discover & Co.'s 8.20% Cumulative
Preferred Stock, par value $.01 per
share, stated value $200.00 per share.
8.03% Capital Units, Each Consisting of New York Stock Exchange, Inc.
(i) an 8.03% Subordinated Debenture due
February 28, 2017 of Morgan Stanley
Finance plc, (ii) a full and
unconditional subordinated guarantee of
the Subordinated Debenture by Dean
Witter, Discover & Co. and (iii) a
purchase contract of Dean Witter,
Discover & Co. requiring the holder
thereof to purchase one Depositary
Share, representing ownership of five
(5) shares of Dean Witter, Discover &
Co.'s 8.03% Cumulative Preferred Stock,
par value $.01 per share, stated value
$200.00 per share.
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of the Registrant's Securities to be Registered.
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Each Capital Unit being registered hereunder (collectively, the
"Capital Units") was issued under (i) a Capital Unit Agreement
among Morgan Stanley Group Inc. ("Morgan Stanley"), Morgan
Stanley Finance plc ("MS plc"), The Chase Manhattan Bank
("Chase") and the holders from time to time of Capital Units and
(ii) the Subordinated Indenture, dated as of November 15, 1993,
among Morgan Stanley, MS plc and Chase (the "Subordinated
Indenture") which relates to each Capital Unit Agreement. MS plc
will remain as obligor of the Subordinated Debentures issued
under the Subordinated Indenture. The shares to be issued
pursuant to the purchase contracts (collectively, the "Depositary
Shares") will be registered and approved for listing prior to
their issuance.
Effective May 31, 1997, Morgan Stanley is expected to merge (the
"Merger") with and into Dean Witter, Discover & Co. ("Dean Witter
Discover"). Dean Witter Discover will be the surviving
corporation of the Merger and will continue its corporate
existence under Delaware law under the name "Morgan Stanley, Dean
Witter, Discover & Co." In connection with such Merger and
immediately upon effectiveness thereof, pursuant to (a) the
Amended and Restated Agreement and Plan of Merger between Dean
Witter Discover and Morgan Stanley dated as of April 10, 1997
(the "Merger Agreement"), and (b) Section 259 of the Delaware
General Corporation Law ("DGCL"), Dean Witter Discover will
assume all the obligations and all of the rights of Morgan
Stanley under the Subordinated Indenture and each Capital Units
Agreement.
The titles and descriptions of the securities being registered
hereunder are as follows:
(a) 4,889,904 7.82% Capital Units (the "7.82% Capital Units"),
each consisting of (i) a 7.82% Subordinated Debenture due
November 30, 2013 (the "7.82% Subordinated Debenture") of MS plc,
(ii) a full and unconditional subordinated guarantee of the 7.82%
Subordinated Debenture by Dean Witter Discover and (iii) a
contract of Dean Witter Discover requiring the holder thereof to
purchase one Depositary Share ("7.82% Depositary Share"),
representing ownership of a 1/8 interest in a share of Dean
Witter Discover's 7.82% Cumulative Preferred Stock ("7.82%
Cumulative Preferred Stock"), par value $.01 per share, stated
value $200.00 per share. The 7.82% Capital Units will be governed
by a Capital Unit Agreement among the Dean Witter Discover, MS
plc, Chase and the holders from time to time of 7.82% Capital
Units.
The descriptions of the 7.82% Capital Units set forth under the
captions (i) "Description of the Capital Units" in the Prospectus
dated November 17, 1993 (the "1993 Prospectus") that is part of
Morgan Stanley's Registration Statement on Form S-3 (Registration
No. 33-51067), and (ii) "Certain Characteristics of the Capital
Units" and "Description of the Capital Units" in the Prospectus
Supplement dated November 19, 1993 (the "7.82% Prospectus
Supplement"), each as filed by Morgan Stanley pursuant to the
Securities Act of 1933 (the "Securities Act") on November 17,
1993 and November 22, 1993, respectively, are incorporated herein
by reference. The description of the 7.82% Subordinated
Debentures set forth under the caption "Description of Debt
Securities of MS plc" in the 1993 Prospectus is incorporated
herein by reference. The section entitled "Certain Tax
Considerations" included in the 7.82% Prospectus Supplement is
incorporated herein by reference.
The 7.82% Depositary Shares will be evidenced by Depositary
Receipts that will be issued under a Deposit Agreement among
Dean Witter Discover (as successor to Morgan Stanley), the
Bank of New York and the holders from time to time of the
Depositary Receipts evidencing the 7.82% Depositary Shares.
The descriptions of the 7.82% Depositary Shares set forth under
the captions "Description of Capital Stock of the
Company--Depositary Shares" in the 1993 Prospectus and
"Description of Depositary Shares" in the 7.82% Prospectus
Supplement are incorporated herein by reference.
The descriptions of the 7.82% Cumulative Preferred Stock set
forth under the captions "Description of Capital Stock of the
Company--Offered Preferred Stock" in the 1993 Prospectus and
"Description of Cumulative Preferred Stock" in the 7.82%
Prospectus Supplement are incorporated herein by reference.
<PAGE>
(b) 9,200,000 7.80% Capital Units (the "7.80% Capital Units"),
each consisting of (i) a 7.80% Subordinated Debenture due
February 28, 2014 (the "7.80% Subordinated Debenture") of MS plc,
(ii) a full and unconditional subordinated guarantee of the 7.80%
Subordinated Debenture by Dean Witter Discover, and (iii) a
contract of Dean Witter Discover requiring the holder thereof to
purchase one Depositary Share ("7.80% Depositary Share"),
representing ownership of a 1/8 interest in a share of Dean
Witter Discover's 7.80% Cumulative Preferred Stock ("7.80%
Cumulative Preferred Stock"), par value $.01 per share, stated
value $200.00 per share. The 7.80% Capital Units will be governed
by a Capital Unit Agreement among the Dean Witter Discover, MS
plc, Chase and the holders from time to time of 7.80% Capital
Units.
The descriptions of the 7.80% Capital Units set forth under the
captions (i) "Description of the Capital Units" in the 1993
Prospectus, and (ii) "Certain Characteristics of the Capital
Units" and "Description of the Capital Units" in the Prospectus
Supplement dated February 1, 1994 (the "7.80% Prospectus
Supplement"), as filed by Morgan Stanley pursuant to the
Securities Act on February 3, 1994, are incorporated herein by
reference. The description of the 7.80% Subordinated Debentures
set forth under the caption "Description of Debt Securities of MS
plc" in the 1993 Prospectus is incorporated herein by reference.
The section entitled "Certain Tax Considerations" included in the
7.80% Prospectus Supplement is incorporated herein by reference.
The 7.80% Depositary Shares will be evidenced by Depositary
Receipts that will be issued under a Deposit Agreement among
Dean Witter Discover (as successor to Morgan Stanley), the
Bank of New York and the holders from time to time of the
Depositary Receipts evidencing the 7.80% Depositary Shares.
The descriptions of the 7.80% Depositary Shares set forth under
the captions "Description of Capital Stock of the
Company--Depositary Shares" in the 1993 Prospectus and
"Description of Depositary Shares" in the 7.80% Prospectus
Supplement are incorporated herein by reference.
The descriptions of the 7.80% Cumulative Preferred Stock set
forth under the captions "Description of Capital Stock of the
Company--Offered Preferred Stock" in the 1993 Prospectus and
"Description of Cumulative Preferred Stock" in the 7.80%
Prospectus Supplement are incorporated herein by reference.
(c) 5,767,200 9.00% Capital Units (the "9.00% Capital Units"),
each consisting of (i) a 9.00% Subordinated Debenture due
February 28, 2015 (the "9.00% Subordinated Debenture") of MS plc,
(ii) a full and unconditional subordinated guarantee of the 9.00%
Subordinated Debenture by Dean Witter Discover, and (iii) a
contract of Dean Witter Discover requiring the holder thereof to
purchase one Depositary Share ("9.00% Depositary Share"),
representing ownership of a 1/8 interest in a share of Dean
Witter Discover's 9.00% Cumulative Preferred Stock ("9.00%
Cumulative Preferred Stock"), par value $.01 per share, stated
value $200.00 per share. The 9.00% Capital Units will be governed
by a Capital Unit Agreement among the Dean Witter Discover, MS
plc, Chase and the holders from time to time of 9.00% Capital
Units.
The descriptions of the 9.00% Capital Units set forth under the
captions (i) "Description of the Capital Units" in the 1993
Prospectus, and (ii) "Certain Characteristics of the Capital
Units" and "Description of the Capital Units" in the Prospectus
Supplement dated February 10, 1995 (the "9.00% Prospectus
Supplement"), as filed by Morgan Stanley pursuant to the
Securities Act on February 14, 1995, are incorporated herein by
reference. The description of the 9.00% Subordinated Debentures
set forth under the caption "Description of Debt Securities of MS
plc" in the 1993 Prospectus is incorporated herein by reference.
The section entitled "Certain Tax Considerations" included in the
9.00% Prospectus Supplement is incorporated herein by reference.
The 9.00% Depositary Shares will be evidenced by Depositary
Receipts that will be issued under a Deposit Agreement among
Dean Witter Discover (as successor to Morgan Stanley), the
Bank of New York and the holders from time to time of the
Depositary Receipts evidencing the 9.00% Depositary Shares.
The descriptions of the 9.00% Depositary Shares set forth under
the captions "Description of Capital Stock of the
Company--Depositary Shares" in the 1993 Prospectus and
"Description of Depositary Shares" in the 9.00% Prospectus
Supplement are incorporated herein by reference.
The descriptions of the 9.00% Cumulative Preferred Stock set
forth under the captions "Description of Capital Stock of the
Company--Offered Preferred Stock" in the 1993 Prospectus
<PAGE>
and "Description of Cumulative Preferred Stock" in the 9.00%
Prospectus Supplement are incorporated herein by reference.
(d) 7,974,208 8.40% Capital Units (the "8.40% Capital Units"),
each consisting of (i) an 8.40% Subordinated Debenture due August
30, 2015 (the "8.40% Subordinated Debenture") of MS plc, (ii) a
full and unconditional subordinated guarantee of the 8.40%
Subordinated Debenture by Dean Witter Discover, and (iii) a
contract of Dean Witter Discover requiring the holder thereof to
purchase one Depositary Share ("8.40% Depositary Share"),
representing ownership of a 1/8 interest in a share of Dean
Witter Discover's 8.40% Cumulative Preferred Stock ("8.40%
Cumulative Preferred Stock"), par value $.01 per share, stated
value $200.00 per share. The 8.40% Capital Units will be governed
by a Capital Unit Agreement among the Dean Witter Discover, MS
plc, Chase and the holders from time to time of 8.40% Capital
Units.
The descriptions of the 8.40% Capital Units set forth under the
captions (i) "Description of the Capital Units" in the Prospectus
dated July 19, 1995 (the "1995 Prospectus") that is part of
Morgan Stanley's Registration Statement on Form S-3 (Registration
No. 33-58611), and (ii) "Certain Characteristics of the Capital
Units" and "Description of the Capital Units" in the Prospectus
Supplement dated July 27, 1995 (the "8.40% Prospectus
Supplement"), each as filed by Morgan Stanley pursuant to the
Securities Act on July 17, 1995 and July 28, 1995, respectively,
are incorporated herein by reference. The description of the
8.40% Subordinated Debentures set forth under the caption
"Description of Debt Securities of MS plc" in the 1995 Prospectus
is incorporated herein by reference. The section entitled
"Certain Tax Considerations" included in the 8.40% Prospectus
Supplement is incorporated herein by reference.
The 8.40% Depositary Shares will be evidenced by Depositary
Receipts that will be issued under a Deposit Agreement among
Dean Witter Discover (as successor to Morgan Stanley), the
Bank of New York and the holders from time to time of the
Depositary Receipts evidencing the 8.40% Depositary Shares.
The descriptions of the 8.40% Depositary Shares set forth under
the captions "Description of Capital Stock of the
Company--Depositary Shares" in the 1995 Prospectus and
"Description of Depositary Shares" in the 8.40% Prospectus
Supplement are incorporated herein by reference.
The descriptions of the 8.40% Cumulative Preferred Stock set
forth under the captions "Description of Capital Stock of the
Company--Offered Preferred Stock" in the 1995 Prospectus and
"Description of Cumulative Preferred Stock" in the 8.40%
Prospectus Supplement are incorporated herein by reference.
(e) 6,780,000 8.20% Capital Units (the "8.20% Capital Units"),
each consisting of (i) an 8.20% Subordinated Debenture due
November 30, 2015 (the "8.20% Subordinated Debenture") of MS plc,
(ii) a full and unconditional subordinated guarantee of the 8.20%
Subordinated Debenture by Dean Witter Discover, and (iii) a
contract of Dean Witter Discover requiring the holder thereof to
purchase one Depositary Share ("8.20% Depositary Share"),
representing ownership of a 1/8 interest in a share of Dean
Witter Discover's 8.20% Cumulative Preferred Stock ("8.20%
Cumulative Preferred Stock"), par value $.01 per share, stated
value $200.00 per share. The 8.20% Capital Units will be governed
by a Capital Unit Agreement among the Dean Witter Discover, MS
plc, Chase and the holders from time to time of 8.20% Capital
Units.
The descriptions of the 8.20% Capital Units set forth under the
captions (i) "Description of the Capital Units" in the 1995
Prospectus, and (ii) "Certain Characteristics of the Capital
Units" and "Description of the Capital Units" in the Prospectus
Supplement dated October 13, 1995 (the "8.20% Prospectus
Supplement"), as filed by Morgan Stanley pursuant to the
Securities Act on October 17, 1995, are incorporated herein by
reference. The description of the 8.20% Subordinated Debentures
set forth under the caption "Description of Debt Securities of MS
plc" in the 1995 Prospectus is incorporated herein by reference.
The section entitled "Certain Tax Considerations" included in the
8.20% Prospectus Supplement is incorporated herein by reference.
The 8.20% Depositary Shares will be evidenced by Depositary
Receipts that will be issued under a Deposit Agreement among
Dean Witter Discover (as successor to Morgan Stanley), the
Bank of New York and the holders from time to time of the
Depositary Receipts evidencing the 8.20% Depositary Shares.
<PAGE>
The descriptions of the 8.20% Depositary Shares set forth under
the captions "Description of Capital Stock of the
Company--Depositary Shares" in the 1995 Prospectus and
"Description of Depositary Shares" in the 8.20% Prospectus
Supplement are incorporated herein by reference.
The descriptions of the 8.20% Cumulative Preferred Stock set
forth under the captions "Description of Capital Stock of the
Company--Offered Preferred Stock" in the 1995 Prospectus and
"Description of Cumulative Preferred Stock" in the 8.20%
Prospectus Supplement are incorporated herein by reference.
(f) 134,000 8.03% Capital Units (the "8.03% Capital Units"), each
consisting of (i) an 8.03% Subordinated Debenture due February
28, 2017 (the "8.03% Subordinated Debenture") of MS plc, (ii) a
full and unconditional subordinated guarantee of the 8.03%
Subordinated Debenture by Dean Witter Discover and (iii) a
purchase contract of Dean Witter Discover requiring the holder
thereof to purchase one depositary share ("8.03% Depositary
Share"), representing ownership of five (5) shares of Dean Witter
Discover's 8.03% Cumulative Preferred Stock ("8.03% Cumulative
Preferred Stock"), par value $.01 per share, stated value $200.00
per share. The 8.03% Capital Units will be governed by a Capital
Unit Agreement among Dean Witter Discover, MS plc, Chase and the
holders from time to time of 8.03% Capital Units.
The descriptions of the 8.03% Capital Units set forth under the
captions (i) "Description of the Capital Units" in the 1995
Prospectus and (ii) "Prospectus Summary--The Offering--The
Capital Units" and "Description of the Capital Units" in the
Prospectus Supplement dated December 13, 1996 (the "8.03%
Prospectus Supplement"), as filed by Morgan Stanley pursuant to
the Securities Act on December 16, 1996, are incorporated herein
by reference. The description of the 8.03% Subordinated
Debentures set forth under the caption "Description of Debt
Securities of MS plc" in the 1995 Prospectus is incorporated
herein by reference. The sections entitled "Recent Tax Proposals"
and "Certain Tax Considerations" included in the 8.03% Prospectus
Supplement is incorporated herein by reference.
The 8.03% Depositary Shares will be evidenced by Depositary
Receipts that will be issued under a Deposit Agreement among
Dean Witter Discover (as successor to Morgan Stanley), the
Bank of New York and the holders from time to time of the
Depositary Receipts evidencing the Depositary Shares.
The descriptions of the 8.03% Depositary Shares set forth under
the captions "Description of Capital Stock of the
Company--Depositary Shares" in the 1995 Prospectus and
"Description of Depositary Shares" in the 8.03% Prospectus
Supplement are incorporated herein by reference.
The descriptions of the 8.03% Cumulative Preferred Stock set
forth under the captions "Description of Capital Stock of the
Company--Offered Preferred Stock" in the 1995 Prospectus and
"Description of Cumulative Preferred Stock" in the 8.03%
Prospectus Supplement are incorporated herein by reference.
Item 2. Exhibits.
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1. Form of Certificate of Designation of Preferences and Rights
of the Cumulative Preferred Stock (previously filed as an
exhibit to Morgan Stanley's Registration Statement on Form
S-3 (File No. 33-65838) and incorporated herein by this
reference).
2. Certificate of Incorporation of Dean Witter Discover
immediately following the Merger (incorporated by reference
to Exhibit A-1 to the Merger Agreement previously filed as
Annex I to the Joint Proxy Statement/Prospectus included in
the Registration Statement on Form S-4 dated April 11, 1997
(Registration No. 333-25003) of Dean Witter Discover).
3. Bylaws of Dean Witter Discover immediately following the
Merger (incorporated by reference to Exhibit A-2 to the
Merger Agreement previously filed as Annex I to the Joint
Proxy Statement/Prospectus included in the Registration
Statement on Form S-4 dated April 11, 1997 (Registration No.
333-25003) of Dean Witter Discover).
4. Capital Unit Agreement dated as of November 29, 1993,
among Morgan Stanley, MS plc, Chase and the holders from
time to time of Capital Units (incorporated by reference to
Morgan Stanley's Current Report on Form 8-K dated November 19,
1993).
5. Capital Unit Agreement dated as of February 8, 1994,
among Morgan Stanley, MS plc, Chase and the holders from
time to time of Capital Units (incorporated by reference to
Morgan Stanley's Current Report on Form 8-K dated January 31,
1994).
6. Capital Unit Agreement dated as of February 21, 1995,
among Morgan Stanley, MS plc, Chase and the holders from
time to time of Capital Units (incorporated by reference to
Morgan Stanley's Current Report on Form 8-K dated February 21,
1995).
<PAGE>
7. Capital Unit Agreement dated as of August 1, 1995,
among Morgan Stanley, MS plc, Chase and the holders from
time to time of Capital Units (incorporated by reference to
Morgan Stanley's Current Report on Form 8-K dated August 1,
1995).
8. Capital Unit Agreement dated as of October 18, 1995,
among Morgan Stanley, MS plc, Chase and the holders from
time to time of Capital Units (incorporated by reference to
Morgan Stanley's Current Report on Form 8-K dated October 18,
1995).
9. Capital Unit Agreement dated as of December 18, 1996,
among Morgan Stanley, MS plc, Chase and the holders from
time to time of Capital Units (incorporated by reference to
Morgan Stanley's Current Report on Form 8-K dated December 18,
1996).
10. Form of First Supplemental Agreement dated as of June 1,
1997, among MS plc, Morgan Stanley, Dean Witter,
Discover & Co., and Chase.
11. Subordinated Indenture among Morgan Stanley, MS plc and
Chase dated as of November 15, 1993 (previously filed as an
exhibit to Morgan Stanley's Current Report on Form 8-K dated
December 1, 1993 (File No. 1-9085) and incorporated herein
by this reference).
12. Form of First Supplemental Subordinated Indenture dated as of
June 1, 1997, among MS plc, Morgan Stanley, Dean Witter,
Discover & Co. and Chase, as trustee.
13. Form of Deposit Agreement among Morgan Stanley, The Bank of
New York and the holders from time to time of the Depositary
Receipts evidencing the Depositary Shares (previously filed
as an exhibit to Morgan Stanley's Registration Statement on
Form S-3 (File No. 33-43542) and incorporated herein by this
reference).
14. Amended and Restated Agreement and Plan of Merger between
Dean Witter Discover and Morgan Stanley dated as of April
10, 1997, (incorporated by reference to Annex I to the Joint
Proxy Statement/Prospectus included in the Registration
Statement on Form S-4 dated April 11, 1997 (Registration No.
333-25003) of Dean Witter Discover).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
DEAN WITTER, DISCOVER & CO.
(To Be Renamed Morgan Stanley,
Dean Witter, Discover & Co.)
By: /s/ Ronald T. Carman
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Name: Ronald T. Carman
Title: Senior Vice President
Date: May 23, 1997
Exhibit 10
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FIRST SUPPLEMENTAL AGREEMENT
AMONG
MORGAN STANLEY FINANCE PLC,
MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.,
THE CHASE MANHATTAN BANK,
as Agent, as Book-Entry Unit Depositary
and as Trustee under the Indenture referred to
in the Capital Unit Agreement
AND
THE HOLDERS FROM TIME TO TIME
OF THE CAPITAL UNITS DESCRIBED IN THE CAPITAL UNIT
AGREEMENT
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Dated as of June 1, 1997
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SUPPLEMENTAL TO CAPITAL UNIT AGREEMENT
DATED AS OF [ ]
AMONG MORGAN STANLEY FINANCE PLC,
MORGAN STANLEY GROUP INC.,
THE CHASE MANHATTAN BANK
(FORMERLY KNOWN AS CHEMICAL BANK)
AND THE HOLDERS FROM TIME TO TIME
OF THE CAPITAL UNITS DESCRIBED IN THE CAPITAL UNIT
AGREEMENT
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<PAGE>
FIRST SUPPLEMENTAL AGREEMENT, dated as of June 1, 1997
among MORGAN STANLEY FINANCE PLC, a corporation organized
under the laws of England and Wales ("MS plc"), MORGAN
STANLEY, DEAN WITTER, DISCOVER & CO., a Delaware corporation
(the "Successor Corporation" and hereinafter the
"Corporation"), THE CHASE MANHATTAN BANK (formerly known as
Chemical Bank), as Agent, Book- Entry Unit Depositary and
Trustee under the Indenture referred to in the Capital Unit
Agreement (in its capacity as capital unit agent, the
"Agent," and, in its capacity as book-entry unit depositary,
the "Book- Entry Unit Depositary"), and THE HOLDERS FROM
TIME TO TIME OF THE CAPITAL UNITS DESCRIBED IN THE CAPITAL
UNIT AGREEMENT (the "Holders").
W I T N E S S E T H :
WHEREAS, the MS plc, Morgan Stanley Group Inc. ("Morgan
Stanley"), the Agent and Book-Entry Unit Depositary and the
Holders are parties to that certain Capital Unit Agreement
dated as of [ ];
WHEREAS, as of May 31, 1997, Morgan Stanley merged with
and into Dean Witter, Discover & Co., which continued as the
successor corporation and changed its name to Morgan
Stanley, Dean Witter, Discover & Co. (the "Merger");
WHEREAS, Section 801 of the Capital Unit Agreement
requires the Successor Corporation to expressly assume the
obligations of Morgan Stanley under the Capital Unit
Agreement in a supplemental agreement satisfactory to the
Agent and Book-Entry Unit Depositary;
WHEREAS, pursuant to and in compliance with Section 802
of the Capital Unit Agreement, the Successor Corporation
shall succeed to and be substituted for Morgan Stanley under
the Capital Unit Agreement as the "Corporation," with the
same effect as if it had been named therein;
WHEREAS, Section 406 of the Capital Unit Agreement
requires the Successor Corporation to execute and deliver to
the Agent an amendment of the Capital Unit Agreement to
provide that each Holder shall have the right and obligation
to purchase on the Purchase Date the number of shares,
property or other assets which a holder of the number of
shares of Preferred Stock to which a Purchase Contract
related was entitled to receive in connection with the
Merger;
<PAGE>
WHEREAS, Section 701 of the Capital Unit Agreement
provides that, without the consent of the Holders, each of
MS plc and the Corporation, when authorized by a resolution
of its Board of Directors, and the Agent and Book-Entry Unit
Depositary may enter into agreements supplemental to the
Capital Unit Agreement for the purpose of evidencing the
succession of another Person to Morgan Stanley and the
assumption by such successor of the covenants of Morgan
Stanley and supplementing any provisions with respect to
matters arising under the Capital Unit Agreement, subject to
the conditions set forth therein;
WHEREAS, the Corporation desires to modify certain
provisions of the Capital Unit Agreement to reflect a
modification of the officers of the Corporation who are
authorized to execute certain documents in connection with
the issuance of Capital Units;
WHEREAS, the entry into this First Supplemental
Agreement by the parties hereto is in all respects
authorized by the provisions of the Capital Unit Agreement;
and
WHEREAS, all things necessary to make this First
Supplemental Agreement a valid agreement according to its
terms have been done;
NOW, THEREFORE, for and in consideration of the
premises, MS plc, the Corporation, the Agent, the Book-
Entry Unit Depositary mutually covenant and agree for
the equal and proportionate benefit of the respective
Holders appertaining thereto as follows:
ARTICLE 1
SECTION 1.01. Assumption of Obligations by Successor
Corporation. Pursuant to Sections 801 and 802 of the Capital
Unit Agreement, the Successor Corporation does hereby: (i)
expressly assume the obligations of the Guarantor under the
Guarantee and the due and punctual performance and
observance of all of the covenants and conditions of the
Capital Unit Agreement to be performed or observed by Morgan
Stanley; (ii) agrees to succeed to and be substituted for
Morgan Stanley under the Capital Unit Agreement, with the
same effect as if it had been named therein; and (iii)
represent that it is not in default in the performance of
any such covenant and condition.
<PAGE>
SECTION 1.02. Amendment of Section 101. Section 101 of
the Capital Unit Agreement is hereby amended by
(a) deleting the definition of "Issuer Order" or
"Issuer Request" and inserting in lieu thereof the
following:
"'Issuer Order' or 'Issuer Request,' with
respect to MS plc means a written order or
request signed in the name of MS plc by the
Chairman or Vice Chairman of the Board of
Directors, the President, General Counsel,
Chief Financial Officer, Treasurer,
Secretary, Assistant Secretary or any
Managing Director of MS plc and delivered to
the Agent. 'Issuer Order' or 'Issuer
Request' with respect to the Corporation
means a written order or request signed in
the name of the Corporation by any one of the
following: [ ] or any such other
person specifically designated by [any of
such officers or by] the Board of Directors
to execute any such written order or request
and delivered to the Agent.";
(b) deleting the definition of "Officer's Certificate"
and inserting in lieu thereof the following:
"'Officer's Certificate' when used with
respect to MS plc means a certificate signed
by the Chairman or Vice Chairman of the Board
of Directors, the President, General Counsel,
Chief Financial Officer, Treasurer,
Secretary, Assistant Secretary or any
Managing Director of MS plc and delivered to
the Agent. 'Officer's Certificate' when used
with respect to the Corporation means a
certificate signed by any one of the
following: [ ] or
any such other person specifically designated
by [any of such officers or by] the Board of
Directors to execute any such certificate and
delivered to the Agent.";
(c) deleting the definition of "Preferred Stock" and
inserting in lieu thereof the following:
"'Preferred Stock' means the [ ]
Cumulative Preferred Stock, par value $0.01
per share, stated value $200.00 per share, of
<PAGE>
the Corporation issuable pursuant to the
Purchase Contracts."
SECTION 1.03. Amendment of Section 401. Section 401 of
the Capital Unit Agreement shall be amended by deleting the
second sentence of the first paragraph and inserting in lieu
thereof the following:
"The Purchase Contracts shall be executed on
behalf of the Corporation by any one of the
following: [
] or any such other person specifically
designated by [any of such officers or by]
the Board of Directors to execute Purchase
Contracts and such Purchase Contracts may,
but need not, be attested."
ARTICLE 2
SECTION 2.01. Rights and Obligations of the Holders as
a Result of the Merger. Pursuant to Section 406 of the
Capital Unit Agreement, the Successor Corporation does
hereby agree that the Holder of each Capital Unit then
Outstanding shall have the right and obligation on the
Purchase Date to purchase the number of shares of Preferred
Stock which a holder of such number of shares of Preferred
Stock to which a Purchase Contract related was entitled to
receive in connection with the Merger.
ARTICLE 3
MISCELLANEOUS
SECTION 3.01. Further Assurances. The Corporation will,
upon request by the Agent and Book-Entry Unit Depositary,
execute and deliver such further instruments and do such
further acts as may reasonably be necessary or proper to
carry out more effectively the purposes of this First
Supplemental Agreement.
SECTION 3.02. Other Terms of Capital Unit Agreement.
Except insofar as herein otherwise expressly provided, all
the provisions, terms and conditions of the Capital Unit
Agreement are in all respects ratified and confirmed and
shall remain in full force and effect.
SECTION 3.03. Terms Defined. All terms defined
elsewhere in the Capital Unit Agreement shall have the same
meanings when used herein.
<PAGE>
SECTION 3.04. GOVERNING LAW. THE INTERNAL LAWS OF THE
STATE OF NEW YORK SHALL GOVERN THIS FIRST SUPPLEMENTAL
AGREEMENT.
SECTION 3.05. Multiple Counterparts. This First
Supplemental Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an
original for all purposes, but such counterparts shall
together be deemed to constitute but one and the same
instrument.
SECTION 3.06. Responsibility of Agent and Book- Entry
Unit Depositary. The recitals contained herein shall be
taken as the statements of the Corporation, and the Agent
and Book-Entry Unit Depositary assume no responsibility for
the correctness of the same. The Agent and Book-Entry Unit
Depositary make no representations as to the validity or
sufficiency of this First Supplemental Agreement.
SECTION 3.07. Agency Appointments. The Corporation
hereby confirms and agrees to all agency appointments made
by Morgan Stanley under or with respect to the Capital Unit
Agreement or the Capital Units and hereby expressly assumes
the due and punctual performance and observance of all the
covenants and conditions to have been performed or observed
by Morgan Stanley contained in any agency agreement entered
into by Morgan Stanley under or with respect to the Capital
Unit Agreement or the Capital Units.
* * * * * * * * * * * * * *
<PAGE>
IN WITNESS WHEREOF, this First Supplemental Agreement
has been duly executed by MS plc, the Corporation and the
Agent and Book-Entry Unit Depositary as of the day and year
first written above.
MORGAN STANLEY FINANCE PLC
By:______________________________
Title:
Attest:
By: ____________________
Title:
MORGAN STANLEY, DEAN WITTER
DISCOVER & CO.
By:______________________________
Title:
Attest:
By: ___________________
Assistant Secretary
THE CHASE MANHATTAN BANK,
as Agent
By:______________________________
Title:
Attest:
By: ____________________
Title:
THE CHASE MANHATTAN BANK,
as Book-Entry Unit Depositary
By:______________________________
Title:
Attest:
By: ___________________
Title:
Exhibit 12
- ----------------------------------------------------------------------
FIRST SUPPLEMENTAL SUBORDINATED INDENTURE
AMONG
MORGAN STANLEY FINANCE PLC, Issuer
MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO., Guarantor
AND
THE CHASE MANHATTAN BANK, Trustee
------------------
Dated as of June 1, 1997
------------------
SUPPLEMENTAL TO SUBORDINATED INDENTURE
DATED AS OF NOVEMBER 15, 1993
AMONG MORGAN STANLEY FINANCE PLC, AS ISSUER,
MORGAN STANLEY GROUP INC., AS GUARANTOR
AND THE CHASE MANHATTAN BANK
(FORMERLY KNOWN AS CHEMICAL BANK), AS TRUSTEE
- ---------------------------------------------------------------------
<PAGE>
FIRST SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of
June 1, 1997 among MORGAN STANLEY FINANCE PLC, a corporation
organized under the laws of England and Wales ("MS plc" or
the "Issuer"), MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.,
a Delaware corporation (the "Successor Corporation" and
hereinafter the "Guarantor"), and THE CHASE MANHATTAN BANK
(formerly known as Chemical Bank), as Trustee (the
"Trustee"),
W I T N E S S E T H :
WHEREAS, the Issuer, Morgan Stanley Group Inc. ("Morgan
Stanley") and the Trustee are parties to that certain
Subordinated Indenture dated as of November 15, 1993;
WHEREAS, as of May 31, 1997, Morgan Stanley merged with
and into Dean Witter, Discover & Co., which continued as the
successor corporation and changed its name to Morgan
Stanley, Dean Witter, Discover & Co.;
WHEREAS, Section 9.1 of the Indenture requires the
Successor Corporation to expressly assume the obligations of
Morgan Stanley under the Indenture in a supplemental
indenture satisfactory to the Trustee;
WHEREAS, pursuant to and in compliance with Section 9.2
of the Indenture, the Successor Corporation shall succeed to
and be substituted for Morgan Stanley under the Indenture as
"Guarantor," with the same effect as if it had been named
therein;
WHEREAS, Section 8.1 of the Indenture provides that,
without the consent of the Holders of any Securities or
Coupons, each of the Issuer and the Guarantor, when
authorized by a resolution of its Board of Directors, and
the Trustee may enter into indentures supplemental to the
Indenture for the purpose of, among other things, evidencing
the succession of another corporation to the Guarantor and
the assumption of the successor corporation of the
covenants, agreements and obligations of the Guarantor and
making any provisions as the Issuer or Guarantor may deem
necessary or desirable, subject to the conditions set forth
therein;
WHEREAS, the Guarantor desires to add to and modify
certain provisions of the Indenture to reflect a
modification of the officers of the Guarantor who are
authorized to execute certain documents in connection with
the issuance of Securities;
<PAGE>
WHEREAS, the entry into this First Supplemental
Subordinated Indenture by the parties hereto is in all
respects authorized by the provisions of the Indenture; and
WHEREAS, all things necessary to make this First
Supplemental Subordinated Indenture a valid indenture and
agreement according to its terms have been done;
NOW, THEREFORE, for and in consideration of the
premises, the Issuer, the Guarantor and the Trustee mutually
covenant and agree for the equal and proportionate benefit
of the respective Holders from time to time of the
Securities and of the Coupons, if any, appertaining thereto
as follows:
ARTICLE 1
SECTION 1.01. Assumption of Obligations by Successor
Corporation. Pursuant to Sections 9.1 and 9.2 of the
Indenture, the Successor Corporation does hereby: (i)
expressly assume the obligations of the Guarantor under the
applicable Guarantee and the due and punctual performance
and observance of all of the covenants and conditions of the
Indenture to be performed or observed by Morgan Stanley;
(ii) agrees to succeed to and be substituted for Morgan
Stanley under the Indenture, with the same effect as if it
had been named therein; and (iii) represent that it is not
in default in the performance of any such covenant and
condition.
SECTION 1.02. Amendment of Section 1.1. Section 1.1 of
the Indenture is hereby amended by
(a) deleting the definition of "Guarantor Order" and
inserting in lieu thereof the following: " 'Guarantor Order'
means a written statement, request or order of the Guarantor
signed in its name by any one of the following: [ ] or any
such other person specifically designated by [any of such
officers or by] the Board of Directors to execute any such
written statement, request or order"; and
(b) inserting in the first sentence of the definition
of "Officer's Certificate" after the words "Officer's
Certificate", the words " with respect to the Issuer" and
inserting after the first sentence the following: "
'Officer's Certificate' with respect to the Guarantor means
a certificate signed by any one of
<PAGE>
the following: [
] or any such
other person specifically designated by [any of such
officers or by] the Board of Directors to execute any
such certificate and delivered to the Trustee."
ARTICLE 2
MISCELLANEOUS
SECTION 2.01. Further Assurances. The Guarantor will,
upon request by the Trustee, execute and deliver such
further instruments and do such further acts as may
reasonably be necessary or proper to carry out more
effectively the purposes of this First Supplemental
Subordinated Indenture.
SECTION 2.02. Other Terms of Indenture. Except insofar
as herein otherwise expressly provided, all the provisions,
terms and conditions of the Indenture are in all respects
ratified and confirmed and shall remain in full force and
effect.
SECTION 2.03. Terms Defined. All terms defined
elsewhere in the Indenture shall have the same meanings when
used herein.
SECTION 2.04. GOVERNING LAW. THE INTERNAL LAWS OF THE
STATE OF NEW YORK SHALL GOVERN THIS FIRST SUPPLEMENTAL
SUBORDINATED INDENTURE.
SECTION 2.05. Multiple Counterparts. This First
Supplemental Subordinated Indenture may be executed in any
number of counterparts, each of which shall be deemed to be
an original for all purposes, but such counterparts shall
together be deemed to constitute but one and the same
instrument.
SECTION 2.06. Responsibility of Trustee. The recitals
contained herein shall be taken as the statements of the
Guarantor, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this
First Supplemental Subordinated Indenture.
SECTION 2.07. Agency Appointments. The Guarantor hereby
confirms and agrees to all agency appointments made by
Morgan Stanley under or with respect to the Indenture or the
Securities and hereby expressly
<PAGE>
assumes the due and punctual performance and observance
of all the covenants and conditions to have been
performed or observed by Morgan Stanley contained in
any agency agreement entered into by Morgan Stanley
under or with respect to the Indenture or the
Securities.
* * * * * * * * * * * * * *
<PAGE>
IN WITNESS WHEREOF, this First Supplemental
Subordinated Indenture has been duly executed by the Issuer,
the Guarantor and the Trustee as of the day and year first
written above.
MORGAN STANLEY FINANCE PLC
By:______________________________
Title:
Attest:
By: ____________________
Title:
MORGAN STANLEY, DEAN WITTER
DISCOVER & CO.
By:______________________________
Title:
Attest:
By: ___________________
Assistant Secretary
THE CHASE MANHATTAN BANK,
as Trustee
By:______________________________
Title:
Attest:
By: ____________________
Title:
