As filed with the Securities and Exchange Commission on June 2, 1997
Registration No. 333-25003
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 (POST-EFFECTIVE AMENDMENT NO. 1)
TO FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 ON FORM S-8
-------------------------
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
(Exact name of Registrant as specified in its charter)
Delaware 36-3145972
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1585 Broadway
New York, New York 10036
(Address of Principal Executive Offices)
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Morgan Stanley Group Inc. 1995 Equity Incentive Compensation Plan
Morgan Stanley Group Inc. 1988 Equity Incentive Compensation Plan
Morgan Stanley Group Inc. 1986 Stock Option Plan
(Full title of the Plans)
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Christine A. Edwards
Executive Vice President, Chief Legal Officer and Secretary
1585 Broadway
New York, New York 10036
(Name and address of agent for service)
(212) 761-4000
(Telephone number, including area code, of agent for service)
-------------------------
This Post-Effective Amendment to Form S-4 Registration Statement on Form S-8
relates to 19,423,436 shares of Common Stock, par value $.01 per share (the
"Common Stock"), of Morgan Stanley, Dean Witter, Discover & Co. (the
"Registrant") issuable to holders of options to purchase shares of Common Stock,
par value $1.00 per share, of Morgan Stanley Group Inc. ("Morgan Stanley") which
were assumed by the Registrant upon the effective time of the merger of Morgan
Stanley with and into the Registrant (the "Merger"), on May 31, 1997. These
shares of Common Stock were originally registered on the Registrant's
Registration Statement on Form S-4 to which this is an amendment; accordingly,
the registration fee in respect of such Common Stock was paid at the time of the
original filing of the Registration Statement relating to such Common Stock.
<PAGE>
2
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933, as amended, and the "Note" to Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (the name of which was changed
to Morgan Stanley, Dean Witter, Discover & Co. on May 31, 1997 in connection
with the Merger) are hereby incorporated by reference into this Registration
Statement:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
(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.
(d) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 10 filed
with the Commission pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), on January 15, 1993, as
amended by the description contained in the Registrant's Forms 8 dated
February 11, February 21 and February 22, 1993.
(e) The description of the Registrant's Shareholder
Rights Plan contained in the Registrant's Registration Statement on
Form 8-A filed with the Commission pursuant to Section 12 of the
Exchange Act on April 26, 1995, as amended by the Form 8-A/A dated May
4, 1995.
(f) Amendment dated as of February 4, 1997, to the Rights
Agreement dated as of April 25, 1995, between the Registrant and The
Chase Manhattan Bank (formerly Chemical Bank), as Rights Agent
(incorporated by reference to Exhibit 4.1 to the Registrant's Current
Report on Form 8-K dated February 4, 1997).
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3
The following documents filed with the Commission by Morgan
Stanley are incorporated by reference into this Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended
November 30, 1996.
(b) Quarterly Report on Form 10-Q for the fiscal quarter
ended February 28, 1997.
(c) Current Reports on Form 8-K of Morgan Stanley 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 subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement 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
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VIII of the Amended and Restated Certificate of
Incorporation of the Registrant ("Certificate of Incorporation") and Section
6.07 of the Amended and Restated By-Laws of the Registrant ("By-Laws"), 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
Registrant or a corporation a majority of the capital stock (other than
directors' qualifying shares) of which is owned directly or indirectly by the
Registrant (a "Subsidiary") shall be indemnified by the Registrant to the
fullest extent permitted by applicable law. The Registrant's Certificate of
Incorporation and By-Laws also provide that the Registrant 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 Registrant or a
Subsidiary and to any person serving as a director, officer, partner, member,
employee or agent of
<PAGE>
4
another corporation, partnership, limited liability company, joint venture,
trust or other enterprise at the request of the Registrant or a Subsidiary, to
the same scope and effect as the foregoing indemnification of directors and
officers of the Registrant.
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 Registrant 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 Registrant.
Under the By-Laws, the Registrant has the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, partner, member, employee or agent of the Registrant 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 Registrant or a Subsidiary would have the power to indemnify him against
such expense, liability or loss under the provisions of applicable law.
The Registrant 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 Registrant's
directors and officers in certain instances where by law they may not be
indemnified by the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Morgan Stanley Group Inc. 1995 Equity Incentive Compensation
Plan (previously filed as an annex to Morgan Stanley's
Schedule 14A on February 26, 1996 and incorporated herein by
reference).
4.2 Morgan Stanley Group Inc. 1988 Equity Incentive Compensation
Plan, as amended to date (previously filed as Exhibit 10.12 to
Morgan Stanley's Annual Report on Form 10-K for the fiscal
year ended January 31, 1993 and incorporated herein by
reference).
4.3 Morgan Stanley Group Inc. 1986 Stock Option Plan, as amended
to date (previously filed as Exhibit 10.7 to Morgan Stanley's
Annual Report on Form 10-K for the fiscal year ended January
31, 1993 and incorporated herein by reference).
<PAGE>
5
4.4 Amended and Restated Certificate of Incorporation of the
Registrant (previously filed as Exhibit 3.1 to the
Registrant's Current Report on Form 8-K dated May 31, 1997 and
incorporated herein by reference).
4.5 Amended and Restated By-Laws of the Registrant (previously
filed as Exhibit 3.2 to the Registrant's Current Report on
Form 8-K dated May 31, 1997 and incorporated herein by
reference).
4.6 Rights Agreement dated as of April 25, 1995, between the
Registrant and The Chase Manhattan Bank (formerly Chemical
Bank), as Rights Agent, which includes as Exhibit B thereto
the Form of Rights Certificate (previously filed as Exhibit 1
to the Registrant's Registration Statement on Form 8-A, filed
on April 26, 1995 and incorporated herein by reference).
4.7 Amendment dated as of February 4, 1997, to the Rights
Agreement dated as of April 25, 1995, between the Registrant
and The Chase Manhattan Bank (formerly Chemical Bank), as
Rights Agent (previously filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated February 4, 1997
and incorporated herein by reference).
4.8 Amended and Restated Agreement and Plan of Merger (previously
filed as Annex I to the proxy statement/prospectus included in
the Registrant's Registration Statement on Form S-4 (File No.
333-25003) filed on April 11, 1997 and incorporated herein by
reference).
5* Opinion of Cravath, Swaine & Moore regarding the legality of
the common stock being registered hereby.
15.1 Letter of Awareness from Deloitte & Touche LLP concerning
unaudited interim financial information.
15.2 Letter of Awareness from Ernst & Young LLP concerning
unaudited interim financial information.
23.1 Consent of Deloitte & Touche LLP.
23.2* Consent of Cravath, Swaine & Moore (included in Exhibit 5).
23.3 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on signature page).
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* Previously filed.
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6
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, as amended (the "Securities Act"),
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby further undertakes
that, for purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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, 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 the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Amendment No. 2 (Post-Effective Amendment
No. 1) to Form S-4 Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York on the 2nd day of June, 1997.
MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.
(Registrant)
By:/s/ Philip J. Purcell
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Philip J. Purcell
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and executive officers of Morgan
Stanley, Dean Witter, Discover & Co., hereby severally constitute Christine A.
Edwards, Mitchell M. Merin, Ronald T. Carman, Michael T. Gregg, Jonathan M.
Clark, Ralph L. Pellecchio, Martin M. Cohen, and each of them singly, our true
and lawful attorneys with full power to them and each of them to sign for us,
and in our names in the capacities indicated below, any and all amendments to
the registration statement filed with the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys to any and all amendments to said registration statement.
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 2 (Post-Effective Amendment No. 1) to Form S-4 Registration
Statement on Form S-8 has been signed by the following persons in the capacities
indicated on the 2nd day of June, 1997.
Signature Title
--------- -----
/s/ Philip J. Purcell
-------------------------- Chairman of the Board, Chief
Philip J. Purcell Executive Officer and Director
/s/ John J. Mack
-------------------------- President, Chief Operating Officer
John J. Mack and Director
/s/ Thomas C. Schneider
-------------------------- Executive Vice President, Chief
Thomas C. Schneider Strategic and Administrative Officer
and Director
<PAGE>
Signature Title
--------- -----
/s/ Richard B. Fisher
-------------------------- Chairman of Executive Committee of
Richard B. Fisher Board of Directors and Director
/s/ Robert G. Scott
-------------------------- Executive Vice President and Chief
Robert G. Scott Financial Officer
/s/ Robert P. Seass
-------------------------- Controller (Principal Accounting
Robert P. Seass Officer)
/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
<PAGE>
Exhibit Index
Exhibit No. Description of Document
4.1 Morgan Stanley Group Inc. 1995 Equity Incentive
Compensation Plan (previously filed as an annex to the
Morgan Stanley's Schedule 14A filed on February 26, 1996
and incorporated herein by reference).
4.2 Morgan Stanley Group Inc. 1988 Equity Incentive
Compensation Plan, as amended to date (previously filed
as Exhibit 10.12 to Morgan Stanley's Annual Report on
Form 10-K for the fiscal year ended January 31, 1993 and
incorporated herein by reference).
4.3 Morgan Stanley Group Inc. 1986 Stock Option Plan, as
amended to date (previously filed as Exhibit 10.11 to
Morgan Stanley's Annual Report on Form 10-K for the
fiscal year ended January 31, 1993 and incorporated
herein by reference).
4.4 Amended and Restated Certificate of Incorporation of the
Registrant (previously filed as Exhibit 3.1 to the
Registrant's Current Report on Form 8-K dated May 31,
1997 and incorporated herein by reference).
4.5 Amended and Restated By-Laws of the Registrant
(previously filed as Exhibit 3.2 to the Registrant's
Current Report on Form 8-K dated May 31, 1997 and
incorporated herein by reference).
4.6 Rights Agreement dated as of April 25, 1995, between the
Registrant and The Chase Manhattan Bank (formerly
Chemical Bank), as Rights Agent, which includes as
Exhibit B thereto the Form of Rights Certificate
(previously filed as Exhibit 1 to the Registrant's
Registration Statement on Form 8-A filed on April 26,
1995, and incorporated herein by reference).
4.7 Amendment dated as of February 4, 1997, to the Rights
Agreement dated as of April 25, 1995, between the
Registrant and The Chase Manhattan Bank (formerly
Chemical Bank), as Rights Agent (previously filed as
Exhibit 4.1 to the Registrant's Current Report on Form
8-K dated February 4, 1997 and incorporated herein by
reference).
4.8 Amended and Restated Agreement and Plan of Merger
(previously filed as Annex I to the proxy
statement/prospectus
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10
included in the Registrant's Registration Statement on
Form S-4 (File No. 333-25003) filed on April 11, 1997 and
incorporated herein by reference).
5* Opinion of Cravath, Swaine & Moore regarding the legality
of the common stock being registered hereby.
15.1 Letter of Awareness from Deloitte & Touche LLP concerning
unaudited interim financial information.
15.2 Letter of Awareness from Ernst & Young LLP concerning
unaudited interim financial information.
23.1 Consent of Deloitte & Touche LLP.
23.2* Consent of Cravath, Swaine & Moore (included in Exhibit
5).
23.3 Consent of Ernst & Young LLP.
24 Powers of Attorney (included on signature page).
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* Previously filed.
Exhibit 15.1
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
out 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.
2 (Post-Effective Amendment No. 1) to Form S-4 Registration Statement No.
333-25003 on Form S-8.
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. 2 (Post-Effective Amendment No. 1) to Form S-4
Registration Statement No. 333-25003 on Form S-8.
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 15.2
The Stockholders and
Board of Directors of
Morgan Stanley Group Inc.
We are aware of the inclusion in Amendment No. 2 (Post-Effective Amendment No.
1) to Registration Statement on Form S-4 (No. 333-25003) on Form S-8 of Morgan
Stanley, Dean Witter, Discover & Co., pertaining to the Morgan Stanley Group
Inc. 1995 Equity Incentive Compensation Plan, Morgan Stanley Group Inc. 1988
Equity Incentive Compensation Plan, and Morgan Stanley Group Inc. 1986 Stock
Option Plan, 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 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by references in this Amendment No. 2
(Post-Effective Amendment No. 1) to Form S-4 Registration Statement No.
333-25003 of Morgan Stanley, Dean Witter, Discover & Co. (the "Registrant") on
Form S-8 (relating to the Morgan Stanley Group Inc. 1995 Equity Incentive
Compensation Plan, Morgan Stanley Group Inc. 1988 Equity Incentive Compensation
Plan and Morgan Stanley Group Inc. 1986 Stock Option Plan) 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).
/S/ DELOITTE & TOUCHE LLP
New York, New York
June 2, 1997
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No. 2 (Post-Effective
Amendment No. 1) to Registration Statement on Form S-4 (No. 333-25003) on Form
S-8 of Morgan Stanley, Dean Witter, Discover & Co., pertaining to the Morgan
Stanley Group Inc. 1995 Equity Incentive Compensation Plan, Morgan Stanley Group
Inc. 1988 Equity Incentive Compensation Plan, and Morgan Stanley Group Inc. 1986
Stock Option Plan, 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
