As filed with the Securities and Exchange Commission on October 13, 1999
Registration Statement No. 333-22409
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
POST EFFECTIVE 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)
-----------------------------------
MICHAEL H. STONE, ESQ.
EXECUTIVE VICE PRESIDENT, INTERIM ACTING 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)
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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: not
applicable.
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. /_/
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. /_/
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<PAGE>
DEREGISTRATION OF SECURITIES
A total of (i) 858,800 shares of common stock, par value $.01 per share
("Common Stock"), of Morgan Stanley Dean Witter & Co., a Delaware corporation
(the "Company"), and (ii) 429,400 Rights to Purchase Series A Junior
Participating Preferred Stock of the Company (the "Rights") were registered
under the Securities Act of 1933, as amended, by the filing of a Registration
Statement on Form S-3 (File No. 333-22409) (the "Registration Statement"). The
Registration Statement was declared effective by the Securities and Exchange
Commission on March 27, 1997.
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement is to deregister such portion of the 858,800 shares of Common Stock
and such portion of the 429,400 Rights, previously registered on the
Registration Statement, which have not been sold as of the date hereof.
<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 Post
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in New York, New York, on
this 13th day of October, 1999.
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ PHILIP J. PURCELL
---------------------------------------------
Philip J. Purcell
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints Michael H. Stone, Robert G.
Scott, Ronald T. Carman, Ralph L. Pellecchio, Martin M. Cohen and William J.
O'Shaughnessy, Jr., 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 Post Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities indicated on this 13th
day of October, 1999.
SIGNATURE TITLE
- --------- -----
/s/ PHILIP J. PURCELL Chairman of the Board and Chief
- --------------------------------- Executive Officer
Philip J. Purcell
/s/ JOHN J. MACK President, Chief Operating
- --------------------------------- Officer and Director
John J. Mack
/s/ ROBERT G. SCOTT Executive Vice President and
- --------------------------------- Chief Financial Officer
Robert G. Scott (Principal Financial Officer)
<PAGE>
/s/ JOANNE PACE Controller (Principal
- --------------------------------- Accounting Officer)
Joanne Pace
/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/ CHARLES F. KNIGHT Director
- ---------------------------------
Charles F. Knight
/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
