SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY DEAN WITTER & CO.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3145972
(State of Incorporation or (IRS Employer Identification No.)
Organization)
1585 BROADWAY
NEW YORK, NY 10036
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A. (d) (2),
check the following box: please check the following box:
[[X] Yes [ ] No] [[ ] Yes [ ] No]
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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Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Pacific Exchange, Inc.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(Title of Class)
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The undersigned registrant hereby amends Items 1 and 2 of its
Registration Statement on Form 8-A (File No. 1-11758), filed with the Securities
and Exchange Commission on April 26, 1995, as amended by the Form 8-A/A dated
May 4, 1995, as set forth below.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On April 21, 1995, the Board of Directors of Dean Witter, Discover &
Co., the predecessor to Morgan Stanley Dean Witter & Co., a Delaware corporation
(the "Company"), adopted a Shareholder Rights Plan, providing that one right (a
"Right") shall be attached to each share of common stock, par value $0.01 per
share, of the Company (the "Common Stock"). The Rights were issued on May 5,
1995 and entitled the registered holder to purchase from the Company a unit (a
"Unit") consisting of one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $0.01 per share (the "Preferred
Stock"), at a purchase price of $175 per Unit (the "Purchase Price"), subject to
adjustment. On December 16, 1996, the Company declared a 2-for-1 Common Stock
split in the form of a 100% stock dividend which became effective on January 14,
1997. As a result of the stock aplit, each share of Common Stock currently has
one-half right attached. All adjustments required to be made under the Rights
Agreement in connection with this stock split are reflected in the following
description. The description and terms of the Rights are set forth in the Rights
Agreement (the "Rights Agreement"), dated as of April 25, 1995, between Dean
Witter, Discover & Co. and Chemical Bank, a New York banking corporation, as
rights agent, as amended by the Amendment dated as of February 4, 1997 (the
"First Amendment"), to the Rights Agreement, between Dean Witter, Discover & Co.
and Chase Manhattan Bank, as successor to Chemical Bank, as rights agent (the
"Rights Agent"), and the Second Amendment dated as of June 15, 1999, to the
Rights Agreement, between the Company and the Rights Agent (the "Second
Amendment").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
certificate will be distributed. The Rights will separate from the Common Stock
upon the earlier of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date") or (ii) 10
business days following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 15% or more of such
outstanding shares of Common Stock (the earlier of (i) and (ii), the
"Distribution Date"). Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be transferred with and only
with such Common Stock certificates, (ii) new Common Stock certificates will
contain a notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for Common Stock outstanding will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
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The Rights are not exercisable until the Distribution Date and will
expire at the close of business on April 21, 2005 unless earlier redeemed by the
Company as described below. At no time will the Rights have any voting power.
Except as otherwise determined by the Board of Directors, only
shares of Common Stock issued prior to the close of business on the Distribution
Date will be issued with Rights. As soon as practicable after the Distribution
Date, Rights certificates will be mailed to holders of record of the Common
Stock as of the close of business on the Distribution Date and, thereafter, the
separate Rights certificates alone will represent the Rights.
In the event that an Acquiring Person becomes the beneficial owner
of 15% or more of the then outstanding shares of Common Stock (unless such
acquisition is made pursuant to a tender or exchange offer for all outstanding
shares of the Company, at a price determined by a majority of the independent
directors of the Company who are not representatives, nominees, Affiliates or
Associates of an Acquiring Person to be fair and otherwise in the best interest
of the Company and its stockholders after receiving advice from one or more
investment banking firms (a "Qualifying Offer")), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company),
having a value equal to two times the Exercise Price of the Right. The Exercise
Price is the Purchase Price times the number of Units of Preferred Stock for
which a full Right was exercisable. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this paragraph (the
"Flip-in Events"), all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void. However, Rights are not exercisable following the
occurrence of any of the Flip-in Events set forth above until such time as the
Rights are no longer redeemable by the Company as set forth below.
In the event that following the Stock Acquisition Date, (i) the
Company engages in a merger or business combination transaction in which the
Company is not the surviving corporation (other than a merger consummated
pursuant to a Qualifying Offer), (ii) the Company engages in a merger or
business combination transaction in which the Company is the surviving
corporation and the Common Stock of the Company is changed or exchanged, or
(iii) 50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which have previously been
voided as set forth above) shall thereafter have the right to receive, upon
exercise of the Right, Common Stock of the acquiring company having a value
equal to two times the Exercise Price of the Right.
The Purchase Price payable, and the number of Units of Preferred
Stock or other securities or property issuable upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities
at less than the current market price of the Preferred Stock, or (iii) upon the
distribution to
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holders of the Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustments in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
The number of Rights associated with each share of Common Stock is
also subject to adjustment in the event of a stock split of the Common Stock or
a stock dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $0.005
per one-half Right. Immediately upon the action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the redemption price.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not be taxable to stockholders or to the Company, stockholders may, depending
upon the circumstances, recognize taxable income in the event that the Rights
become exercisable for Common Stock (or other consideration) of the Company as
set forth above.
Other than those provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board of Directors in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding the interest of
any Acquiring Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in certain circumstances. Accordingly, the existence of the Rights may deter
certain acquirors from making takeover proposals or tender offers. However, the
Rights are not intended to prevent a takeover, but rather are designed to
enhance the ability of the Board of Directors to negotiate with a potential
acquiror on behalf of all of the shareholders.
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<PAGE>
The Rights Agreement provides that the group that might be deemed to
have Beneficial Ownership of the Common Stock by virtue of the Voting Agreements
(as defined in Morgan Stanley's Proxy Statement dated as of February 26, 1996)
or any successor agreements (or provisions adding persons to such group)
approved by the Board of Directors, will not be deemed to be an Acquiring
Person.
The Rights Agreement (which includes as Exhibit B the Form of Rights
Certificate) and the First Amendment were filed previously with the Securities
and Exchange Commission (the "Commission") as Exhibit 1 to the Registration
Statement on Form 8-A filed by the Company on April 26, 1995, and Exhibit 4.1 to
the Company's Current Report on Form 8-K dated February 4, 1997, respectively,
each of which is incorporated herein by reference. The Second Amendment is filed
as Exhibit 4.3 hereto and is incorporated by reference herein. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement, the First Amendment and the
Second Amendment.
Item 2. Exhibits
4.1 Rights Agreement, dated as of April 25, 1995, between Dean Witter,
Discover & Co. and Chemical Bank, as rights agent, which includes as
Exhibit B thereto the form of Rights Certificate (incorporated by
reference to the Company's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on April 26, 1995).
4.2 Amendment, dated as of February 4, 1997, to the Rights Agreement
dated as of April 25, 1995, between Dean Witter, Discover & Co. and
Chase Manhattan Bank, as successor to Chemical Bank, as rights agent
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated February 4, 1997).
4.3 Second Amendment, dated as of June 15, 1999, to the Rights Agreement
dated as of April 25, 1995, between Morgan Stanley Dean Witter & Co.
(formerly Dean Witter, Discover & Co.) and Chase Manhattan Bank
(formerly Chemical Bank), as rights agent.
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<PAGE>
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.
Dated: June 29, 1999
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ William J. O'Shaughnessy, Jr.
Name: William J. O'Shaughnessy, Jr.
Title: Assistant Secretary
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<PAGE>
EXHIBIT LIST
No. Exhibits
4.1 Rights Agreement, dated as of April 25, 1995, between Dean Witter,
Discover & Co. and Chemical Bank, as rights agent, which includes as
Exhibit B thereto the form of Rights Certificate (incorporated by
reference to the Company's Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on April 26, 1995).
4.2 Amendment, dated as of February 4, 1997, to the Rights Agreement
dated as of April 25, 1995, between Dean Witter, Discover & Co. and
Chase Manhattan Bank, as successor to Chemical Bank, as rights agent
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated February 4, 1997).
4.3 Second Amendment, dated as of June 15, 1999, to the Rights Agreement
dated as of April 25, 1995, between Morgan Stanley Dean Witter & Co.
(formerly Dean Witter, Discover & Co.) and Chase Manhattan Bank
(formerly Chemical Bank), as rights agent.
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EXHIBIT 4.3
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SECOND AMENDMENT TO RIGHTS AGREEMENT
SECOND AMENDMENT (this "Amendment"), dated as of June 15, 1999, to
the Rights Agreement (the "Rights Agreement"), dated as of April 25, 1995, as
amended on February 4, 1997, between Morgan Stanley Dean Witter & Co. (formerly
Dean Witter, Discover & Co.), a Delaware corporation (the "Company"), and Chase
Manhattan Bank (formerly Chemical Bank) (the "Rights Agent").
RECITALS
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WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 26 thereof.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the parties hereby agree as follows:
1. Section 1(g) of the Rights Agreement is hereby amended to read in
its entirety as follows:
"(g) [RESERVED]"
2. Clause (iii)(B) of Section 7(e) of the Rights Agreement is hereby
amended by deleting "a majority of the Continuing Directors" and substituting
therefor "the Board of Directors of the Company."
3. Section 23(a) of the Rights Agreement is hereby amended to read
in its entirety as follows:
"The Board of Directors of the Company may, at its option, at any
time prior to the earlier of (i) the close of business on the tenth day
following the Stock Acquisition Date, or (ii) the Final Expiration Date, redeem
all but not less than all the then outstanding Rights at a redemption price of
$0.01 per Right, as such amount may be appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the "Redemption
Price"). Notwithstanding anything contained in this Agreement to the contrary,
the Rights shall not be exercisable after the first occurrence of a Section
11(a)(ii) Event until such time as the Company's right of redemption hereunder
has expired. The Company may, at its option, pay the Redemption Price in cash,
shares of Common Stock (based on the "current market price," as defined in
Section 11(d)(i) hereof, of the Common Stock at the time of redemption) or any
other form of consideration deemed appropriate by the Board of Directors."
4. Section 26 is hereby amended by deleting the second sentence
thereof and substituting therefor the following sentence:
<PAGE>
"From and after the Distribution Date and subject to the penultimate
sentence of this Section 26, the Company and the Rights Agent shall, if the
Company so directs, supplement or amend this Agreement without the approval of
any holders of Rights Certificates in order (i) to cure any ambiguity, (ii) to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or (iii) to change or supplement
the provisions hereunder in any manner which the Company may deem necessary or
desirable and which shall not adversely affect the interests of the holders of
Rights Certificates (other than an Acquiring Person or an Affiliate or Associate
of an Acquiring Person)."
5. Section 28 of the Rights Agreement is hereby amended by deleting
the phrases "(with, where specifically provided for herein, the concurrence of
the Continuing Directors)" and "or the Continuing Directors" in each place where
they occur.
6. Section 30 of the Rights Agreement is hereby amended by deleting
the last sentence thereof.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the date and year first above written.
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ John H. Schaefer
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Name: Executive Vice President
Title: Chief Strategic and Administrative
Officer
CHASE MANHATTAN BANK, as successor to
Chemical Bank, as Rights Agent
By: /s/ James E. Hagan
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Name: James E. Hagan (ChaseMellon)
Title: Vice President
CHASE MANHATTAN BANK, as successor to
Chemical Bank, as Rights Agent
By: /s/ Eric Leason
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Name: Eric Leason (Chase Manhattan Bank)
Title: Vice President
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