As filed with the Securities and Exchange Commission on September 3, 1998
Registration Statement No. 333-
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------------
MORGAN STANLEY DEAN WITTER & CO.
(Exact name of registrant as specified in its charter)
Delaware 36-3145972
-------- ----------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1585 Broadway
New York, New York 10036
------------------------
(Address of principal executive offices, including zip code)
DEAN WITTER START PLAN (SAVING TODAY AFFORDS RETIREMENT TOMORROW)
(Full title of the plan)
Christine A. Edwards
Executive Vice President, Chief Legal Officer and Secretary
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036
(212) 761-4000
(Name, address and telephone number of agent for service)
----------------------------------
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Registration
Registered Registered(1) Share(2) Price Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 5,000,000 $54.00 $270,000,000 $79,650.00
value $.01 per share(3)(4) shares
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the anti-dilution provisions
of the plan. No additional registration fee is included for these shares.
(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
amount of the registration fee based upon the average of the high and low
prices reported for the shares on the New York Stock Exchange on September 1,
1998.
(3) This Registration Statement also covers the associated preferred stock
purchase rights (the "Rights") issued pursuant to a Rights Agreement, dated as
of April 25, 1995 and amended as of February 4, 1997, between the Registrant
and The Chase Manhattan Bank (formerly Chemical Bank), as Rights Agent. Prior
to the occurrence of certain events, the Rights will not be exercisable or
evidenced separately from the Registrant's Common Stock.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part 2 of this form taken
together constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The Registrant hereby incorporates the following documents herein by
reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 1997;
(b) the Registrant's Quarterly Reports on Form 10-Q for the quarters ended
February 28, 1998 (as amended by Form 10-Q/A (Amendment No. 1) filed May 6,
1998) and May 31, 1998;
(c) the Registrant's Current Reports on Form 8-K dated December 8, 1997,
January 7, 1998, February 12, 1998, March 26, 1998, June 18, 1998 and
September 1, 1998;
(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; and
(f) Amendment, dated 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).
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15 of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference 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 required.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
No material interests.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Article VIII of the Amended and Restated Certificate of Incorporation
of the Company ("Certificate of Incorporation") and Section 6.07 of the
Amended and Restated By-Laws of the Company ("By-Laws"), each as amended to
date, provide for the indemnification of the Company's directors and officers.
The Certificate of Incorporation provides that any person who is a director or
officer of the Company shall be indemnified by the Company to the fullest
extent permitted from time to time by applicable law. In addition, the By-Laws
provide that each person who was or is made a party or is threatened to be
made a party to or is involved in any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she or a person of whom he or she is the
legal representative is or was a director or officer of the Company or a
director or elected officer of a corporation a 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 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.
The Company's By-Laws also provide that the Company may, to the
extent authorized from time to time by the Board of Directors, provide rights
to indemnification, and rights to be paid by the Company the expenses incurred
in defending any proceeding in advance of its final disposition, 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 who is or was serving at the request
of the Company or a Subsidiary 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.
Under the By-Laws, the Company 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 Company or 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 $125
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.
Item 7. Exemption From Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
4.1 Dean Witter START Plan (Savings Today Affords Retirement Tomorrow)
(amended and restated as of January 1, 1997). Filed as Exhibit 10.9
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference.
4.2 Amendment to Dean Witter START Plan (Saving Today Affords Retirement
Tomorrow) (adopted December 10, 1997). Filed as Exhibit 10.11 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 1997 and incorporated herein by reference.
4.3 Amendments to Dean Witter START Plan (Saving Today Affords Retirement
Tomorrow) (effective May 31, 1997). Filed as Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended May
31, 1998 and incorporated herein by reference.
4.4 Amendment to Dean Witter START Plan (Saving Today Affords Retirement
Tomorrow) (adopted April 14, 1998, effective as of January 1, 1998).
Filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended May 31, 1998 and incorporated herein by
reference.
4.5 Amended and Restated Certificate of Incorporation. Filed as Exhibit
3.1 to the Registrant's Current Report on Form 8-K dated May 31, 1997
and incorporated herein by reference.
4.6 Certificate of Designation of the Registrant relating to the
Registrant's Series A Junior Participating Preferred Stock. Filed as
Exhibit 3(b) to the Registrant's Registration Statement No. 33-92172
on Form S-3 and incorporated herein by reference.
4.7 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of the Registrant as filed with the Secretary of State
of the State of Delaware on March 24, 1998. Filed as Exhibit 3.2 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998 and incorporated herein by reference.
4.8 By-Laws, as amended to date. Filed as Exhibit 3.3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1998
and incorporated herein by reference.
4.9 Rights Agreement dated as of April 25, 1995 between the Registrant
and Chemical Bank, as rights agent, which includes as Exhibit B
thereto the Form of Rights Certificate. Filed as Exhibit 1 to the
Registrant's Registration Statement on Form 8-A dated April 26, 1995
and incorporated by reference herein.
4.10 Amendment dated as of February 4, 1997 to the Rights Agreement
between the Registrant and The Chase Manhattan Bank (as successor to
Chemical Bank), as rights agent. Filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated February 4, 1997 and
incorporated herein by reference.
5.1 Opinion of Brown & Wood LLP.
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 Ernst & Young LLP.
23.3 Consent of Brown & Wood LLP (included as part of Exhibit 5.1).
24.1 Powers of Attorney (included in Part II of the Registration Statement
under the caption "Signatures").
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:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the high or
low end of the estimated maximum offering range may be reflected in
the form of a 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 the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if
-------- -------
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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 undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
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 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 Act
and will be governed by a final adjudication of such issue.
<PAGE>
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-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York, New York, on this 3rd day of
September, 1998.
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Philip J. Purcell
------------------------------------
Name: Philip J. Purcell
Title Chairman of the Board, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints Christine A. Edwards, Robert G.
Scott, Ronald T. Carman, Ralph L. Pellecchio, William J. O'Shaughnessy 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 requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities indicated on this 3rd day of September, 1998.
Signature Title
/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 and Director
- ----------------------------
Thomas C. Schneider
/s/ Richard B. Fisher Chairman of 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/ Eileen K. Murray Controller
- ---------------------------- (Principal Accounting Officer)
Eileen K. Murray
/s/ Robert P. Bauman Director
- ----------------------------
Robert P. Bauman
/s/ Edward A. Brennan Director
- ----------------------------
Edward A. Brennan
/s/ Diana D. Brooks Director
- ----------------------------
Diana D. Brooks
/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/ Clarence B. Rogers, Jr. Director
- ----------------------------
Clarence B. Rogers, Jr.
/s/ Laura D'Andrea Tyson Director
- ----------------------------
Laura D'Andrea Tyson
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, as
amended, the administrator of the Dean Witter START Plan (Saving Today Affords
Retirement Tomorrow) has duly caused this Registration Statement to be signed
on the Plan's behalf by the undersigned, thereunto duly authorized, in the
City of New York and State of New York, on this 3rd day of September, 1998.
Dean Witter START Plan (Saving Today
Affords Retirement Tomorrow)
By: Dean Witter Reynolds Inc.,
Plan Administrator
By: /s/ Michael T. Cunningham
-------------------------------
Name: Michael T. Cunningham
Title: Senior Vice President
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- -------
4.1 Dean Witter START Plan (Savings Today Affords Retirement Tomorrow)
(amended and restated as of January 1, 1997). Filed as Exhibit 10.9
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 and incorporated herein by reference.
4.2 Amendment to Dean Witter START Plan (Saving Today Affords Retirement
Tomorrow) (adopted December 10, 1997). Filed as Exhibit 10.11 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 1997 and incorporated herein by reference.
4.3 Amendments to Dean Witter START Plan (Saving Today Affords Retirement
Tomorrow) (effective May 31, 1997). Filed as Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended May
31, 1998 and incorporated herein by reference.
4.4 Amendment to Dean Witter START Plan (Saving Today Affords Retirement
Tomorrow) (adopted April 14, 1998, effective as of January 1, 1998).
Filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended May 31, 1998 and incorporated herein by
reference.
4.5 Amended and Restated Certificate of Incorporation. Filed as Exhibit
3.1 to the Registrant's Current Report on Form 8-K dated May 31, 1997
and incorporated herein by reference.
4.6 Certificate of Designation of the Registrant relating to the
Registrant's Series A Junior Participating Preferred Stock. Filed as
Exhibit 3(b) to the Registrant's Registration Statement No. 33-92172
on Form S-3 and incorporated herein by reference.
4.7 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of the Registrant as filed with the Secretary of State
of the State of Delaware on March 24, 1998. Filed as Exhibit 3.2 to
the Registrant's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998 and incorporated herein by reference.
4.8 By-Laws, as amended to date. Filed as Exhibit 3.3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1998
and incorporated herein by reference.
4.9 Rights Agreement dated as of April 25, 1995 between the Registrant
and Chemical Bank, as rights agent, which includes as Exhibit B
thereto the Form of Rights Certificate. Filed as Exhibit 1 to the
Registrant's Registration Statement on Form 8-A dated April 26, 1995
and incorporated by reference herein.
4.10 Amendment dated as of February 4, 1997 to the Rights Agreement
between the Registrant and The Chase Manhattan Bank (as successor to
Chemical Bank), as rights agent. Filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated February 4, 1997 and
incorporated herein by reference.
5.1 Opinion of Brown & Wood LLP.
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 Ernst & Young LLP.
23.3 Consent of Brown & Wood LLP (included as part of Exhibit 5.1).
24.1 Powers of Attorney (included in Part II of the Registration Statement
under the caption "Signatures").
EXHIBIT 5.1
September 3, 1998
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
We have acted as special counsel to Morgan Stanley Dean Witter & Co.,
a Delaware corporation (the "Company"), in connection with the proposed
issuance by the Company of an aggregate of 5,000,000 shares of Common Stock,
par value $.01 per share (the "Shares"), and associated preferred stock
purchase rights ("Rights") pursuant to the Dean Witter START Plan (Saving
Today Affords Retirement Tomorrow) (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of (i) a draft of the Registration Statement on Form S-8
relating to the Shares which we understand will be filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act (together
with all exhibits thereto, the "Registration Statement") on September 3, 1998,
(ii) the Amended and Restated Certificate of Incorporation, as amended, of the
Company as currently in effect, (iii) the By-laws of the Company as currently
in effect, (iv) specimens of the certificates to be used to represent the
Shares and (v) resolutions of the Board of Directors of the Company relating
to the authorization of the issuance of the Shares and the Rights, the
adoption of the Plan and the filing of the Registration Statement. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinion set forth
herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts
material to the opinions expressed herein that were not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and
others.
Based upon the foregoing and subject to the limitations set forth
herein, we are of the opinion that:
1. The Shares have been duly authorized and, when issued and
delivered in accordance with the terms and conditions of the Plan and against
payment therefor, the Shares will be validly issued, fully paid and
nonassessable.
2. The issuance of the Rights has been duly authorized by all
necessary corporate action of the Company.
We do not purport to be expert on, and we are not expressing an
opinion with respect to, laws other than the laws of the United States and the
State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion with the Commission
as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ BROWN & WOOD LLP
EXHIBIT 15.1
To the Directors and Shareholders of Morgan Stanley Dean Witter & Co.:
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accounts, of the unaudited interim
condensed consolidated financial information of Morgan Stanley Dean Witter &
Co. and subsidiaries as of February 28, 1998 and for the three month periods
ended February 28, 1998 and 1997, as indicated in our report dated April 13,
1998 (which makes reference to the review of Morgan Stanley Group Inc. and
subsidiaries for the quarter ended February 28, 1997 by other accountants);
because we did not perform an audit, we expressed no opinion on that
information.
We also have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
condensed consolidated financial information of Morgan Stanley Dean Witter &
Co. and subsidiaries as of May 31, 1998 and for the three and six month
periods ended May 31, 1998 and 1997, as indicated in our report dated 14, 1998
(which makes reference to the review of Morgan Stanley Group Inc. and
subsidiaries for the quarter ended February 28, 1997 by other accountants);
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our reports, which are included in your Quarterly Reports on
Form 10-Q for the quarters ended February 28, 1998 and May 31, 1998, are
incorporated by reference in this Registration Statement on Form S-8 relating
to the Dean Witter START Plan (Saving Today Affords Retirement Tomorrow).
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
September 3, 1998
EXHIBIT 15.2
The Stockholders and
Board of Directors of
Morgan Stanley Dean Witter & Co.
We are aware of the inclusion in the Registration Statement on Form S-8 of
Morgan Stanley Dean Witter & Co. (the "Company") for the registration of
5,000,000 shares of common stock, par value $0.01 per share, pertaining to the
Company's Dean Witter START Plan (Saving Today Affords Retirement Tomorrow),
of our report dated March 27, 1997 with respect to the unaudited condensed
consolidated interim financial statements of Morgan Stanley Group Inc. for the
quarter ended February 28, 1997, included on the Company's Form 10-Q for the
quarter ended May 31, 1998 filed on July 14, 1998.
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
September 3, 1998
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Morgan Stanley Dean Witter & Co. (the "Registrant") on Form S-8 relating to
the Dean Witter START Plan (Saving Today Affords Retirement Tomorrow) of our
reports dated January 23, 1998, appearing in and incorporated by reference in
the Annual Report on Form 10-K of the Registrant for the fiscal year ended
November 30, 1997 (which make reference to the audit of Morgan Stanley Group
Inc. as of November 30, 1996 and for the fiscal years ended November 30, 1996
and 1995 by other auditors).
/s/ Deloitte & Touche LLP
New York, New York
September 3, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Morgan Stanley Dean Witter & Co. (the "Company") for the
registration of 5,000,000 shares of common stock, par value $0.01 per share,
pertaining to the Company's Dean Witter START Plan (Saving Today Affords
Retirement Tomorrow), of our report dated May 27, 1997 with respect to the
consolidated financial statements and financial statement schedule of Morgan
Stanley Group Inc. for the fiscal year ended November 30, 1996, included in
the Company's Form 10-K for the fiscal year ended November 30, 1997 filed on
February 28, 1998.
/s/ ERNST & YOUNG LLP
New York, New York
September 3, 1998
