As filed with the Securities and Exchange Commission on May 4, 1999
Registration Statement No. 333-76111
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
Amendment No. 1 to
FORM S-3
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 (I.R.S. Employer Identification Number)
of incorporation or organization)
------------------
1585 Broadway
New York, New York 10036
(212) 761-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------
Christine A. Edwards, Esq.
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, including zip code, and telephone number,
including area code, of agent for service)
------------------
With a Copy To:
Joseph W. Armbrust, Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
(212) 839-5300
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended ("Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Section
462(c) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, please check the following box.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
==============================================================================
<PAGE>
The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
preliminary prospectus is not an offer to sell these securities and we are not
soliciting offers to buy these securities in any state where the offer or sale
is not permitted.
PROSPECTUS (Subject to Completion, Dated May 4, 1999)
Morgan Stanley Dean Witter & Co.
217,251 SHARES OF COMMON STOCK
All of the shares of our common stock being offered hereby are being
sold by a current stockholder. None of our directors, executive officers or
employees is selling shares in this offering, and neither we nor they will
receive any proceeds from the sale of the shares.
Our common stock is listed on the New York Stock Exchange, Inc. and
the Pacific Exchange, Inc. under the trading symbol "MWD." On April 30, 1999,
the closing price of our common stock as reported on the New York Stock
Exchange was $99 3/16 per share.
The selling stockholder, directly or through agents, brokers or
dealers designated from time to time, may sell the shares of our common stock
offered hereby from time to time, on terms to be determined at the time of
sale. See "Plan of Distribution."
We have agreed to bear all expenses of registration of our common
stock offered hereby under federal and state securities laws.
The Securities and Exchange Commission and state securities
regulators have not approved or disapproved these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
MORGAN STANLEY DEAN WITTER
________, 1999
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C> <C> <C>
Where You Can Find More Information...................2 Selling Stockholder...................................5
Morgan Stanley Dean Witter & Co.......................4 Plan of Distribution..................................6
Use of Proceeds.......................................5 Legal Matters.........................................6
Experts...............................................7
</TABLE>
You should rely only on the information contained in this prospectus
or any document incorporated by reference. We have not authorized any other
person to provide you with different information. We are not making an offer
to sell our common stock in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus
is accurate only as of the date on the front cover of this prospectus,
regardless of the time of delivery of this prospectus or any sale of our
common stock.
In this prospectus, "Morgan Stanley Dean Witter," "we," "us" and
"our" refer to Morgan Stanley Dean Witter & Co. and its consolidated
subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual reports, proxy statements and other information with
the Securities and Exchange Commission ("SEC"). You may read and copy any
document we file at the SEC's public reference room at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at
Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661
and at Seven World Trade Center, 13th Floor, New York, New York 10048. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
room. In addition, the SEC maintains a Website that contains reports, proxy
statements and other information that we electronically file. The address of
the SEC's Website is http://www.sec.gov.
This prospectus is part of a registration statement on Form S-3 we
filed with the SEC. This prospectus omits some information contained in the
registration statement in accordance with SEC rules and regulations. You
should review the information and exhibits in the registration statement for
further information on us and our consolidated subsidiaries and the securities
we are offering. Statements in this prospectus concerning any document we
filed as an exhibit to the registration statement or that we otherwise filed
with the SEC are not intended to be comprehensive and are qualified by
reference to these filings. You should review the complete document to
evaluate these statements.
Our common stock is listed on the New York Stock Exchange, Inc. and
the Pacific Exchange, Inc. under the symbol "MWD". You may inspect reports,
proxy statements and other information concerning us and our consolidated
subsidiaries at the offices of The New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005 and the Pacific Exchange, Inc., 301 Pine
Street, San Francisco, California 94104 or 233 South Beaudry Avenue, Los
Angeles, California 90012.
The SEC allows us to "incorporate by reference" much of the
information we file with them, which means that we can disclose important
information to you by referring you to those publicly available documents. The
information that we incorporate by reference in this prospectus is considered
to be part of this prospectus. Because we are incorporating by reference
future filings with the SEC, this prospectus is continually updated and those
future filings may modify or supersede some of the information included or
incorporated in this prospectus. This means that you must look at all of the
SEC filings that we incorporate by reference to determine if any of the
statements in this prospectus or in any document previously incorporated by
reference have been modified or superseded. This prospectus incorporates by
reference the documents listed below and any future filings we make with the
SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") until we complete our offering of the
securities to be issued under the registration statement or, if later, the
date on which any of our affiliates cease offering and selling these
securities:
o Annual Report on Form 10-K for the fiscal year ended November
30, 1998;
o Quarterly Report on Form 10-Q for the quarter ended February
28, 1999;
o Current Reports on Form 8-K dated January 7, 1999,
January 12, 1999 and March 25, 1999;
o The description of our common stock contained in our
Registration Statement on Form 10 filed with the SEC pursuant to
Section 12 of the Exchange Act, on January 15, 1993, as amended by
the description contained in our Forms 8 dated February 11,
February 21 and February 22, 1993;
o The description of our Shareholder Rights Plan contained
in our Registration Statement on Form 8-A filed with the SEC
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
o The Amendment, dated February 4, 1997, to the Rights
Agreement, dated as of April 25, 1995, between Morgan Stanley Dean
Witter and The Chase Manhattan Bank (formerly Chemical Bank), as
Rights Agent (incorporated by reference to Exhibit 4.1 to our
Current Report on Form 8-K dated February 4, 1997).
You can request a copy of these documents, excluding exhibits, at no
cost, by writing or telephoning us at the following address:
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036
Attention: Investor Relations
(212) 761-4000
<PAGE>
MORGAN STANLEY DEAN WITTER & CO.
Morgan Stanley Dean Witter is a preeminent global financial services
firm that maintains leading market positions in each of our three primary
businesses - securities, asset management and credit and transaction services.
Morgan Stanley Dean Witter combines global strength in investment banking
(including the origination of underwritten public offerings and in mergers and
acquisitions advice) and institutional sales and trading with strength in
providing investment and global asset management products and services and,
primarily through its Discover(R) Card brand, quality consumer credit
products.
As of November 30, 1998, Morgan Stanley Dean Witter had the second
largest financial advisor sales organization in the United States, with 11,238
professional financial advisors and 438 securities branch offices. Morgan
Stanley Dean Witter also had one of the largest global asset management
operations of any full-service securities firm, with total assets under
management or supervision of $376 billion. In addition, based on its
approximately 38 million general purpose credit card accounts as of November
30, 1998, Morgan Stanley Dean Witter was the nation's third largest credit
card issuer as measured by number of accounts, with the largest proprietary
merchant and cash access network in the United States.
Morgan Stanley Dean Witter, through its subsidiaries, provides a wide
range of financial and securities services on a global basis and provides
credit and transaction services nationally. Its securities businesses include
securities underwriting, distribution and trading; merger, acquisition,
restructuring, real estate, project finance and other corporate finance
advisory activities; full-service brokerage services; research services; the
trading of foreign exchange and commodities, as well as derivatives on a broad
range of asset categories, rates and indices; and securities lending. Morgan
Stanley Dean Witter's asset management businesses include providing global
asset management advice and services to individual and institutional investors
through a variety of product lines and brand names, including Morgan Stanley
Dean Witter Advisors (formerly known as Dean Witter InterCapital), Van Kampen
Investments, Morgan Stanley Dean Witter Investment Management and Miller
Anderson & Sherrerd; and principal investment activities. Morgan Stanley Dean
Witter's credit and transaction services businesses include the issuance of
the Discover Card and other proprietary general purpose credit cards, the
operation of the Discover/NOVUS(R) Network, a proprietary network of merchant
and cash access locations, and direct-marketed activities such as the on-line
securities services offered by Discover Brokerage Direct Inc. Morgan Stanley
Dean Witter's products and services are provided to a large and diversified
group of clients and customers, including corporations, governments, financial
institutions and individuals.
Morgan Stanley Dean Witter conducts its business from its
headquarters in New York City, its regional offices and branches throughout
the United States, and its principal offices in London, Tokyo, Hong Kong and
other financial centers throughout the world. At November 30, 1998, Morgan
Stanley Dean Witter had 45,712 employees. None of Morgan Stanley Dean Witter's
employees is covered by a collective bargaining agreement. Morgan Stanley Dean
Witter is a combination of Dean Witter, Discover & Co. and Morgan Stanley
Group Inc. and was formed in a merger of equals that was effected on May 31,
1997. Morgan Stanley Dean Witter was originally incorporated under the laws of
the State of Delaware in 1981, and its predecessor companies date back to
1924.
Morgan Stanley Dean Witter's principal executive offices are located
at 1585 Broadway, New York, New York 10036, and its telephone is 212-761-4000.
USE OF PROCEEDS
The common stock is being offered by the selling stockholder for its
own account. See "Selling Stockholder" below. We will not receive any proceeds
from the sale of our common stock, but will bear certain of the expenses
thereof. See "Plan of Distribution" below.
SELLING STOCKHOLDER
The selling stockholder is American International Group, Inc. On
March 25, 1999, pursuant to an agreement (the "Purchase Agreement"), Morgan
Stanley Dean Witter acquired from AIG Capital Partners, Inc. and AIG Asset
Management Services Inc., subsidiaries of the selling stockholder (the "AIG
Subsidiaries"), and certain other sellers all of the issued and outstanding
capital stock of AB Asesores CFMB, S.A. and AB Red, S.A., and their respective
subsidiaries (collectively, the "AB Companies"). The AB Companies, based in
Madrid, Spain, are engaged in the financial services business in Spain. As
part of the consideration for the purchase of the AB Companies, Morgan Stanley
Dean Witter paid to the AIG Subsidiaries the shares of common stock being
offered hereby. The selling stockholder acquired the shares of common stock
offered hereby from the AIG Subsidiaries.
This prospectus and any prospectus supplement covers the offer and
sale by the selling stockholder of the common stock offered hereby. Our
registration of the common stock held by the selling stockholder does not
necessarily mean that the selling stockholder will sell all or any of the
shares offered hereby. To the knowledge of Morgan Stanley Dean Witter, neither
the selling stockholder nor any of its officers or directors have held any
position or office with Morgan Stanley Dean Witter or, except for business
relationships in the ordinary course of business, had any material
relationships with Morgan Stanley Dean Witter within the past three years
prior to the closing of the acquisition of the AB Companies. Set forth below
are (i) the name of the selling stockholder, (ii) the number of shares of
common stock it beneficially owned prior to the offering, (iii) the number of
shares that may be offered and sold by or on its behalf and (iv) the amount of
common stock to be owned by it upon the completion of the offering if all
shares offered are sold.
<TABLE>
<CAPTION>
Beneficial Ownership of Our Common Stock
----------------------------------------
Before After
Selling Stockholder Offering(1) Offered(2) Offering(2)
- -------------------- ----------- --------- -----------
<S> <C> <C> <C>
American International Group, Inc............. 343,812(3) 217,251 126,561(3)
</TABLE>
- ---------------
(1) In each case, less than 1% of shares outstanding based upon 570,589,670
shares of our common stock outstanding as of February 28, 1999.
(2) Because the selling stockholder may sell pursuant to this prospectus all
or only a portion of our common stock offered hereby, no estimate can be
given as to the amount of our common stock that will be owned by it upon
termination of this offering. For purposes of this table, it has been
assumed that the selling stockholder will sell all of its offered shares.
(3) Includes 105,121 shares of our common stock received as
consideration by AIG Capital Partners, Inc. in connection with the
acquisition of the AB Companies subject to a two year sale
restriction. Pursuant to the terms of the Purchase Agreement, such
shares cannot be sold prior to March 25, 2001 and are not being
offered hereby. Also includes an additional 21,440 shares of our
common stock owned by subsidiaries of the selling stockholder other
than the AIG Subsidiaries which are also not being offered hereby.
PLAN OF DISTRIBUTION
The common stock offered by this prospectus may be offered by the
selling stockholder, directly or indirectly, from time to time in one or more
transactions which may be effected in any legally available manner, including
without limitation on the New York Stock Exchange or the Pacific Exchange, in
negotiated transactions, on terms to be determined at the time of sale, at
fixed prices which may be changed, at prices related to prevailing market
prices or at negotiated prices. The selling stockholder may also distribute
common stock to charities. The selling stockholder may effect such
transactions by selling common stock to or through underwriters,
broker-dealers or agents, who may receive compensation in the form of
discounts, concessions or commissions from the selling stockholder and/or the
purchasers of common stock for whom such broker-dealers may act as agents or
to whom they may sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions). In
addition, any shares of the common stock which qualify for sale pursuant to
Rule 144 under the Securities Act of 1933, as amended (the "Securities Act")
may be sold under Rule 144 rather than pursuant to this prospectus.
The selling stockholder, and any agent or broker-dealers that
participate with the selling stockholder in the distribution of the common
stock offered hereby, may be deemed to be "underwriters" within the meaning of
the Securities Act, and any discounts or commissions received by them and any
profit on their resale of common stock may be deemed to be underwriting
commissions or discounts under the Securities Act. The selling stockholder
will pay the commissions and discounts of underwriters, broker-dealers or
agents, if any, incurred in connection with the sale of the shares of common
stock.
Under the securities laws of certain states, the common stock offered
hereby may be sold in such states only through registered or licensed brokers
or dealers.
We will pay all of the expenses incident to the registration,
offering and sale of the common stock offered hereby other than commissions,
fees and discounts of underwriters, brokers, dealers and agents (which will be
described in an applicable prospectus supplement to the extent required). Such
fees are expected to be approximately $45,000.
LEGAL MATTERS
Brown & Wood LLP will pass upon the validity of the offered shares of
common stock (including related rights under our Shareholder Rights Plan).
EXPERTS
The consolidated financial statements and financial statement
schedules of Morgan Stanley Dean Witter and its subsidiaries, at fiscal years
ended November 30, 1998 and 1997 and for each of the three fiscal years in the
period ended November 30, 1998 included in and incorporated by reference in
Morgan Stanley Dean Witter's Annual Report on Form 10-K for the fiscal year
ended November 30, 1998 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports thereon and incorporated
herein by reference (which express an unqualified opinion and which report on
the consolidated financial statements includes an explanatory paragraph for a
change in the method of accounting for certain offering costs of closed-end
funds). The financial statements and financial statement schedule of Morgan
Stanley Group Inc. for the year ended November 30, 1996 have been audited by
Ernst & Young LLP, independent auditors, as stated in their report and relied
upon by Deloitte & Touche LLP in their reports that we incorporate by
reference. These consolidated financial statements have been incorporated by
reference in reliance upon the respective reports given upon the authority of
these firms as experts in accounting and auditing.
<PAGE>
Part II
Information Not Required In Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The expenses to be borne by Morgan Stanley Dean Witter & Co. (the
"Company") in connection with the issuance and distribution of the securities
being registered are estimated as follows:
SEC Registration Fee............................. $ 6,170
Legal Fees and Expenses.......................... 10,000
Accounting Fees and Expenses..................... 10,000
Printing Expenses................................ 5,000
Transfer Agent and Registrar Fees................ 5,000
Miscellaneous Expenses........................... 8,830
------
Total.................................. $ 45,000
======
Item 15. 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 defending a 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 extent as the By-Laws provide with
respect to indemnification of, and advancement of expenses for, 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 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
Company or a Subsidiary would have the power to indemnify that person against
that 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 some of the instances where by law they may not be
indemnified by the Company.
<PAGE>
Item 16. Exhibits.
4.1 Amended and Restated Certificate of Incorporation, as amended. Filed
as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended November 30, 1998 and incorporated herein by
reference.
4.2 Certificate of Elimination of the Company's 7.80% Cumulative Preferred
Stock.*
4.3 Certificate of Elimination of the Company's 7.82% Cumulative Preferred
Stock.*
4.4 Amended and Restated Bylaws . Filed as Exhibit 3.4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1999
and incorporated herein by reference.
4.5 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 herein
by reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A dated April 26, 1995.
4.6 Amendment, dated February 4, 1997 to the Rights Agreement, dated as of
April 25, 1995, between the Company and The Chase Manhattan Bank
(formerly 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).
5.1 Opinion of Brown & Wood LLP.*
15.1 Letter of awareness from Deloitte & Touche LLP.
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").*
- ---------------------
* Previously Filed.
Item 17. 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 this 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
this 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 this Registration Statement
or any material change to such information in this 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-3 and has duly caused
this Amendment No. 1 to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in New York, New York, on this
4th day of May, 1999.
MORGAN STANLEY DEAN WITTER & CO.
By: *
----------------------------------------
Name: Phillip J. Purcell
Title: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 1 has been signed below by the following persons
in the capacities indicated on this 4th day of May, 1999.
Signatures Title
---------- -----
* Chairman of the Board
------------------------- and Chief Executive Officer
Phillip J. Purcell
* President, Chief Operating Officer
------------------------- and Director
John J. Mack
* Executive Vice President
------------------------- and Chief Financial Officer
Robert G. Scott (Principal Financial Officer)
* Controller
------------------------- (Principal Accounting Officer)
Joanne Pace
* Director
-------------------------
Robert P. Bauman
* Director
-------------------------
Edward A. Brennan
* Director
-------------------------
Diana D. Brooks
* Director
-------------------------
Daniel B. Burke
* Director
-------------------------
C. Robert Kidder
* Director
-------------------------
Charles F. Knight
* Director
-------------------------
Miles L. Marsh
* Director
-------------------------
Michael A. Miles
* Director
-------------------------
Allen E. Murray
* Director
-------------------------
Clarence B. Rogers, Jr.
* Director
-------------------------
Laura D'Andrea Tyson
* By: /s/ William J. O'Shaughnessy
----------------------------
William J. O'Shaughnessy
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
4.1 Amended and Restated Certificate of Incorporation, as amended. Filed
as Exhibit 3.1 to Morgan Stanley Dean Witter's Annual Report on Form
10-K for the fiscal year ended November 30, 1998 and incorporated
herein by reference.
4.2 Certificate of Elimination of the Company's 7.80% Cumulative Preferred
Stock. *
4.3 Certificate of Elimination of the Company's 7.82% Cumulative Preferred
Stock. *
4.4 Amended and Restated Bylaws. Filed as Exhibit 3.4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended February 28, 1999
and incorporated herein by reference.
4.5 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 herein
by reference to Exhibit 1 to Morgan Stanley Dean Witter's Registration
Statement on Form 8-A dated April 26, 1995.
4.6 Amendment, dated February 4, 1997 to the Rights Agreement, dated as of
April 25, 1995, between the Company and The Chase Manhattan Bank
(formerly 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.
5.1 Opinion of Brown & Wood LLP.*
15.1 Letter of awareness from Deloitte & Touche LLP.
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").*
- ---------------------
* Previously Filed.
<PAGE>
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 Accountants, of the unaudited interim
condensed consolidated financial information of Morgan Stanley Dean Witter &
Co. and subsidiaries as of February 28, 1999 and for the three month periods
ended February 28, 1999 and 1998, as indicated in our report dated April 14,
1999; 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 Quarterly Report on
Form 10-Q for the quarter ended February 28, 1999, is incorporated by
reference in this Amendment No. 1 to Registration Statement No. 333-76111.
We are also aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is 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.
Deloitte & Touche LLP
New York, New York
May 4, 1999
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-76111 of Morgan Stanley Dean Witter & Co. (the
"Registrant") on Form S-3 of our reports dated January 22, 1999, appearing in
and incorporated by reference in the Annual Report on Form 10-K of the
Registrant for the fiscal year ended November 30, 1998 (which express an
unqualified opinion and which report on the consolidated financial statements
includes an explanatory paragraph for a change in the method of accounting for
certain offering costs of closed-end funds and makes reference to the audit of
Morgan Stanley Group Inc. for the fiscal year ended November 30, 1996 by other
auditors), and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
New York, New York
May 4, 1999
<PAGE>
Exhibit 23.3
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in this
Amendment No. 1 to the Registration Statement on Form S-3 and related
Prospectus of Morgan Stanley Dean Witter & Co. (the "Company") for the
registration of 217,251 shares of the Company's Common Stock, par value $0.01
per share, and to the incorporation by reference therein 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, 1998, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
New York, New York
May 4, 1999
