SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
-------------
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 1999
MORGAN STANLEY DEAN WITTER & CO.
(Exact name of Registrant as specified in its Charter)
Delaware
(State of Incorporation)
1-11758 36-3145972
(Commission File Number) (IRS Employer Id. Number)
1585 Broadway 10036
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 761-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
<PAGE>
EXPLANATORY NOTE: This amendment to Current Report on Form 8-K is filed to
amend and restate in their entirety the exhibits to the Current Report on Form
8-K filed by the registrant on May 7, 1999.
ITEM 5. Other Events
Exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (File No. 333-75289) filed by Morgan Stanley Dean Witter & Co.
with the Securities and Exchange Commission. Attached and incorporated herein
by reference as Exhibits 8-a and 23-a, respectively, are the opinion and
consent of Brown & Wood LLP delivered in connection with the issuance from
time to time by Morgan Stanley Dean Witter & Co. of Global Medium-Term Notes,
Series C and Global Units, Series C and attached and incorporated herein by
reference as Exhibits 8-b and 23-b, respectively, are the opinion and consent
of Brown & Wood LLP delivered in connection with the issuance from time to
time by Morgan Stanley Dean Witter & Co. of Global Medium-Term Notes, Series D
and Series E and Global Units, Series D and Series E.
ITEM 7(C). Exhibits
Exhibit No. Description
8-a Opinion of Brown & Wood LLP.
8-b Opinion of Brown & Wood LLP.
23-a Consent of Brown & Wood LLP (included in Exhibit 8-a).
23-b Consent of Brown & Wood LLP (included in Exhibit 8-b).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MORGAN STANLEY DEAN WITTER & CO.
By: /S/ Ronald T. Carman
----------------------------
Name: Ronald T. Carman
Title: Assistant Secretary
Date: May 11, 1999
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MORGAN STANLEY DEAN WITTER & CO.
EXHIBITS
TO CURRENT REPORT ON
FORM 8-K DATED MAY 6, 1999
Commission File Number 1-11758
<PAGE>
Exhibit No. Description
8-a Opinion of Brown & Wood LLP.
8-b Opinion of Brown & Wood LLP.
23-a Consent of Brown & Wood LLP (included in Exhibit 8-a).
23-b Consent of Brown & Wood LLP (included in Exhibit 8-b).
Exhibit 8-a
[Letterhead of Brown & Wood LLP]
May 6, 1999
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, NY 10036
Morgan Stanley Dean Witter & Co.
Global Medium-Term Notes, Series C
Global Units, Series C
----------------------------------
Ladies and Gentlemen:
We have acted as special tax counsel to Morgan Stanley Dean Witter &
Co. (the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Prospectus Supplement dated May 6, 1999 (the "Prospectus Supplement") for
the Company's Global Medium-Term Notes, Series C and Global Units, Series C,
relating to a Prospectus dated May 5, 1999 (the "Prospectus") contained in the
Company's Registration Statement on Form S-3 (Registration Statement No.
333-75289) (the "Registration Statement").
We are of the opinion that the statements set forth under the caption
"United States Federal Taxation" in the Prospectus Supplement and under the
caption "Forms of Securities-Limitations on Issuance of Bearer Securities and
Bearer Debt Warrants" in the Prospectus, contained in the Registration
Statement, insofar as such statements relate to statements of law or legal
conclusions under the laws of the United States or matters of United States
law, all as relating to federal income tax, fairly present the information
called for and fairly summarize the matters referred to therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Brown & Wood LLP
<PAGE>
Exhibit 8-b
[Letterhead of Brown & Wood LLP]
May 6, 1999
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, NY 10036
Morgan Stanley Dean Witter & Co.
Global Medium-Term Notes, Series D and Series E
Global Units, Series D and Series E
-----------------------------------------------
Ladies and Gentlemen:
We have acted as special tax counsel to Morgan Stanley Dean Witter &
Co. (the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Prospectus Supplement dated May 6, 1999 (the "Prospectus Supplement") for
the Company's Global Medium-Term Notes, Series D and Series E and Global Units,
Series D and Series E, relating to a Prospectus dated May 5, 1999 (the
"Prospectus") contained in the Company's Registration Statement on Form S-3
(Registration Statement No. 333-75289) (the "Registration Statement").
We are of the opinion that the statements set forth under the caption
"United States Federal Taxation" in the Prospectus Supplement and under the
caption "Forms of Securities--Limitations on Issuance of Bearer Securities and
Bearer Debt Warrants" in the Prospectus, contained in the Registration
Statement, insofar as such statements relate to statements of law or legal
conclusions under the laws of the United States or matters of United States
law, all as relating to federal income tax, fairly present the information
called for and fairly summarize the matters referred to therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Brown & Wood LLP
