SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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MORGAN STANLEY, DEAN WITTER, MSDW CAPITAL TRUST I
DISCOVER & CO. (Exact name of registrant
(Exact name of registrant as specified in its
as specified in its charter) certificate of trust)
DELAWARE DELAWARE
(State of incorporation or (State of incorporation
organization) or organization)
36-3145972 (TO BE APPLIED FOR)
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
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1585 Broadway
New York, New York 10036
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(Address of Principal Executive (Zip Code)
Offices of Registrants)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing pursuant become effective simultaneously
to General Instruction A(c)(1), with the effectiveness of a concurrent
please check the following registration statement under the
box. / / Securities Act of 1933 pursuant to
General Instruction A(c)(2), please
check the following box. / /
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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Capital Securities New York Stock Exchange, Inc.
(and the Guarantee with respect
thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
The classes of securities registered hereby consist of (i) the Capital
Securities (the "Capital Securities") representing preferred undivided
beneficial interests in the assets of MSDW Capital Trust I, a statutory
business trust formed under the laws of the State of Delaware (the "Trust")
and (ii) the Guarantee with respect thereto (the "Guarantee") by Morgan
Stanley, Dean Witter, Discover & Co.
For a description of the Capital Securities and the Guarantee, reference
is made to the information set forth under the headings "Description of
Capital Securities" and "Description of Guarantees" in the preliminary
prospectus and the information set forth under the headings "Description of
Capital Securities" and "Description of Guarantee" in the preliminary
prospectus supplement, in each case relating to the Capital Securities and
the Guarantee contained in the Registration Statement on Form S-3
(Registration Nos. 333-46403 and 333-46403-01) filed with the Securities and
Exchange Commission (the "Commission") on February 13, 1998 under the
Securities Act of 1933, as amended (the "Act") (the "Registration
Statement"). The above mentioned descriptions contained in the Registration
Statement, the prospectus and the prospectus supplement and the preliminary
prospectus supplement are incorporated herein by reference. Definitive
copies of the prospectus supplement describing the Capital Securities and the
Guarantee will be filed pursuant to Rule 424(b) under the Act with the
Commission and shall be incorporated by reference herein.
ITEM 2. EXHIBITS.
2.1 Registration Statement (see Item 1 above).
2.2 Certificate of Trust of the Trust dated February 12, 1998 of MSDW
Capital Trust I (incorporated by reference to Exhibit 4-b to the
Registration Statement).
2.3 Trust Agreement of the Trust (incorporated by reference to Exhibit
4-g to the Registration Statement).
2.4 Form of Amended and Restated Trust Agreement of the Trust to be
used in connection with the issuance of the Capital Securities
(incorporated by reference to Exhibit 4-1 to the Registration
Statement).
2.5 Form of Capital Securities Guarantee (incorporated by
reference to Exhibit 4-x to the Registration Statement).
2.6 Form of Junior Subordinated Indenture between Morgan Stanley, Dean
Witter, Discover & Co. and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4-u to the
Registration Statement).
2.7 Form of Capital Security (incorporated by reference to
Exhibit 4-v to the Registration Statement).
2.8 Form of Junior Subordinated Debenture (incorporated by
reference to Exhibit 4-w to the Registration Statement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Dated:
MSDW CAPITAL TRUST I
by Morgan Stanley, Dean Witter
Discover & Co.
By: /s/ Alexander C. Frank
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Name: Alexander C. Frank
Title: Assistant Treasurer
MORGAN STANLEY, DEAN WITTER,
DISCOVER & CO.
By: /s/ Alexander C. Frank
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Name: Alexander C. Frank
Title: Assistant Treasurer
