As filed with the Securities and Exchange Commission on January 24, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
FORM S-8
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 of (I.R.S. Employer
incorporation or organization) Identification Number)
1585 Broadway
New York, New York 10036
(Address of Principal Executive Offices)
-----------------------------
MORGAN STANLEY DEAN WITTER -- CABOT AIRCRAFT SERVICES
PROFIT SHARING PLAN
(Full title of the plan)
Donald G. Kempf, Jr.
Chief Legal Officer, Executive Vice President and Secretary
1585 Broadway
New York, New York 10036
(Name and address of agent for service)
(212) 761-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum
Securities to be to be Offering Price Per Aggregate Amount of
Registered Registered(1) Share(2) Offering Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 15,000 shares $133.125 $1,996,875 $527.18
value $0.01 per share(3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the anti-dilution
provisions of the plan. No additional registration fee is included for
these shares.
(2) The Proposed Maximum Offering Price Per Share and the Proposed Maximum
Aggregate offering Price are based on the average of the high and low
prices of the Common Stock as reported on the Consolidated Transaction
Reporting System for January 21, 2000, in accordance with Rule 457(h)
and (c) under the Securities Act of 1933 and are utilized solely for
the purpose of calculating the registration fee.
(3) This Registration Statement also covers the associated preferred stock
purchase rights (the "Rights") issued pursuant to a Rights Agreement,
dated as of April 25, 1995 and amended as of February 4, 1997 and June
15, 1999, between the Registrant and The Chase Manhattan Bank (formerly
Chemical Bank), as Rights Agent. Prior to the occurrence of certain
events, the Rights will not be exercisable or evidenced separately from
the Registrant's Common Stock.
<PAGE>
2
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this registration statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this registration
statement pursuant to Item 3 of Part II of this form taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.
<PAGE>
3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended November 30, 1998;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended February 28, 1999; May 31, 1999 and August 31,
1999;
(c) The Registrant's Current Reports on Form 8-K dated
January 7, 1999; January 12, 1999; March 25, 1999; May 6, 1999 (as
amended by Form 8-K/A filed May 12, 1999); June 15, 1999; June 24,
1999; September 22, 1999; and October 20, 1999 and December 20, 1999
(two reports);
(d) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 10 filed
with the Securities Exchange Commission pursuant to Section 12 of the
Securities Exchange Act of 1934 on January 15, 1993, as amended by the
description contained in the Registrant's Forms 8 dated February 11,
February 21 and February 22, 1993;
(e) The description of the Registrant's Shareholder
Rights Agreement contained in the Registrant's Registration Statement
on Form 8-A/A filed with the Securities Exchange Commission pursuant to
Section 12 of the Securities Exchange Act of 1934 on June 29, 1999;
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be
part thereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
<PAGE>
4
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VIII of the Amended and Restated Certificate of
Incorporation of the Registrant (the "Certificate of Incorporation") and Section
6.07 of the Amended and Restated By-laws of the Registrant (the "By-laws"), each
as amended to date, provide for the indemnification of the Registrant's
directors and officers. The Certificate of Incorporation provides that any
person who is a director or officer of the Registrant shall be indemnified by
the Registrant 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 Registrant 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 Registrant (a "Subsidiary") shall be
indemnified by the Registrant 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 Registrant 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 Registrant.
The Registrant's By-laws also provide that the Registrant 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 Registrant 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 Registrant or a Subsidiary and to any person who is or was serving at the
request of the Registrant 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
Registrant 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 Registrant.
Under the By-laws, the Registrant 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 Registrant or of its
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 Registrant or its subsidiary would have the power to
indemnify that person against that expense, liability or loss under the
provisions of applicable law.
<PAGE>
5
The Registrant 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 our directors and
officers in some of the instances where by law they may not be indemnified by
the Registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Form of Trust Deed and Rules of the Morgan
Stanley Dean Witter -- Cabot Aircraft
Services Profit Sharing Plan.
4.2 Amended and Restated Certificate of
Incorporation. Filed as Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for
the fiscal year ended November 30, 1998 and
incorporated herein by reference.
4.3 Certificate of Elimination of the 7.80%
Cumulative Preferred Stock ($200.00 Stated
Value) of the Registrant. File as Exhibit
3.2 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended February 28,
1999 and incorporated herein by reference.
4.4 Certificate of Elimination of the 7.82%
Cumulative Preferred Stock ($200.00 Stated
Value) of the Registrant. Filed as Exhibit
3.3 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended February 28,
1999 and incorporated herein by
reference.
4.5 By-Laws, as amended to date. Filed as
Exhibit 3.4 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
February 28, 1999 and incorporated herein by
reference.
4.6 Rights Agreement dated as of April 25, 1995
between the Registrant and Chemical Bank, as
rights agent, which includes as Exhibit B
thereto the Form of Rights Certificate.
Filed as Exhibit 1 to the Registrant's
Registration Statement on Form 8-A dated
April 26, 1995 and incorporated herein by
reference.
4.7 Amendment dated as of February 4, 1997 to
the Rights Agreement between the Registrant
and The Chase Manhattan Bank (as
<PAGE>
6
successor to Chemical Bank), as rights
agent. Filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K
dated February 4, 1997 and incorporated
herein by reference.
4.8 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 Filed as Exhibit 4.3
to the Registrant's Registration Statement
on Form 8A/A dated June 29, 1999 and
incorporated herein by reference.
15.1 Letter of Awareness from Deloitte & Touche
LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney (included on signature
page).
The shares of Common Stock registered hereby are not original issuance
securities. Pursuant to Item 8(a) of Part II of Form S-8, an opinion of counsel
as to the legality of the shares accordingly is not required.
Item 9. 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 the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in aggregate, represent a fundamental change
in the information set forth in this 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 the Registration Statement;
<PAGE>
7
provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 further
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 this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the 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 Securities Act of 1933 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 its 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
8
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 of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on the 24th day of
January, 2000.
MORGAN STANLEY DEAN WITTER & CO.
(Registrant)
By: /s/ Phillip J. Purcell
-------------------------------------
Philip J. Purcell
Chairman of the Board and
Chief Executive Officer
<PAGE>
9
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose
signature appears below hereby constitutes and appoints Robert G. Scott, Ronald
T. Carman, Donald G. Kempf Jr., 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 Registration Statement has been signed by the following persons in
the capacities indicated on the 24th day of January, 2000.
SIGNATURE TITLE
Chairman of the Board and
/s/ Philip J. Purcell Chief Executive Officer
- ------------------------
Philip J. Purcell
President, Chief Operating
/s/ John J. Mack Officer and Director
- ------------------------
John J. Mack
Executive Vice President and Chief
/s/ Robert G. Scott Financial Officer (Principal Financial
- ------------------------ Officer)
Robert G. Scott
Controller (Principal Accounting Officer)
/s/ Joanne Pace
- ------------------------
Joanne Pace
/s/ Robert P. Bauman Director
- ------------------------
Robert P. Bauman
/s/ Edward A. Brennan Director
- ------------------------
Edward A. Brennan
<PAGE>
10
/s/ Diana D. Brooks Director
- ------------------------
Diana D. Brooks
/s/ Daniel B. Burke Director
- ------------------------
Daniel B. Burke
- ------------------------ 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
<PAGE>
11
Exhibit Index
Exhibit No. Description of Document
*4.1 Form of Trust Deed and Rules of the Morgan Stanley
Dean Witter -- Cabot Aircraft Services Profit Sharing
Plan.
4.2 Amended and Restated Certificate of Incorporation.
Filed as Exhibit 3.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
November 30, 1998 and incorporated herein by
reference.
4.3 Certificate of Elimination of the 7.80% Cumulative
Preferred Stock ($200.00 Stated Value) of the
Registrant. File as Exhibit 3.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1999 and incorporated herein by
reference.
4.4 Certificate of Elimination of the 7.82% Cumulative
Preferred Stock ($200.00 Stated Value) of the
Registrant. Filed as Exhibit 3.3 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1999 and incorporated herein by
reference.
4.5 By-Laws, as amended to date. Filed as Exhibit 3.4 to
the Registrant's Quarterly Report on Form 10-Q for
the quarter ended February 28, 1999 and incorporated
herein by reference.
4.6 Rights Agreement dated as of April 25, 1995 between
the Registrant and Chemical Bank, as rights agent,
which includes as Exhibit B thereto the Form of
Rights Certificate. Filed as Exhibit 1 to the
Registrant's Registration Statement on Form 8-A dated
April 26, 1995 and incorporated herein by reference.
4.7 Amendment dated as of February 4, 1997 to the Rights
Agreement between the Registrant and The Chase
Manhattan Bank (as successor to Chemical Bank), as
rights agent. Filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated
February 4, 1997 and incorporated herein by
reference.
4.8 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 Filed as
Exhibit 4.3 to the Registrant's Registration
Statement on Form 8A/A dated June 29, 1999 and
incorporated herein by reference.
<PAGE>
12
*15.1 Letter of Awareness from Deloitte & Touche LLP.
*23.1 Consent of Deloitte & Touche LLP.
*23.2 Consent of Ernst & Young LLP.
*24.1 Powers of Attorney (included on signature page).
- --------------------
* Filed Herewith
Exhibit 4.1
Dated the day of 199
CABOT AIRCRAFT SERVICES LIMITED
one part
MERCER TRUSTEES LIMITED
other part
TRUST DEED AND RULES
MORGAN STANLEY DEAN WITTER - CABOT
AIRCRAFT SERVICS PROFIT SHARING PLAN
<PAGE>
THIS TRUST DEED is made the day of
BETWEEN
(1) Cabot Aircraft Services Limited whose registered office is situated at
2 Harbourmaster Place, Custom House Dock, Dublin 2 (hereinafter called
"the Company") of the one part; and
(2) Mercer Trustees Limited whose registered office is situated at St.
James House, Adelaide Road, Dublin 2 (hereinafter called "the Trustees"
which expression shall include the trustee or trustees for the time
being hereof) of the other part.
WHEREAS:
(A) This Trust Deed is supplemental to a resolution of the Board of
Directors of the Company passed on the day of 2000 whereby the
Directors determined to establish the Morgan Stanley Dean Witter -
Cabot Aircraft Services Profit Sharing Plan (hereinafter called "the
Plan") as an employees' share scheme for approval by the Revenue
Commissioners in accordance with Chapter 1 of Part 17 and Schedule 11
of the Taxes Consolidation Act 1997 ("the Act").
(B) In this Trust Deed, unless the context otherwise requires, words and
expressions defined in the Rules shall bear the same meanings and the
provisions of the Rules set out in the Schedule hereto shall be deemed
to be incorporated herein.
(C) The Company is ultimately owned and controlled by the Parent Company
(within the meaning of that expression contained in Section 432 of the
Act).
(D) The Trustees have agreed to act as the first trustees of the Plan.
<PAGE>
NOW THIS TRUST DEED WITNESSES and it is hereby declared and agreed as
follows:-
1. Participating Company Contributions
1.1 Each Participating Company shall pay to the Trustees the amount due
from it pursuant to Rule 3 for the purpose of the acquisition of Shares
by the Trustees in accordance with the Trust Deed and Rules together
with any other amount required to cover any costs, charges and expenses
incurred in such acquisition and any other expenses and charges
incurred by the Trustees in the operation of the Plan.
1.2 Each Participating Company shall provide the Trustees with all
information which is necessary for the purposes of the Plan and the
Trustees shall be entitled to rely on such information in good faith
without further enquiry.
1.3 Subject as hereinafter provided the Trustees hereby covenant with each
Participating Company to apply such sums received for that purpose in
the acquisition of Shares in accordance with the Rules and to hold the
same once appropriated under trust for the respective Participants
entitled thereto.
1.4 The Trustees shall hold:
1.4.1 any unutilised cash balance arising under paragraph 1.3
hereof; and
1.4.2 any income therefrom to be applied in accordance with Clause
14 hereof.
<PAGE>
2. Declaration of Trust
The Trustees shall hold Plan Shares upon trust for the benefit of the
Participants to whom Plan Shares have been appropriated in accordance with the
Rules, provided always that the Trustees:
2.1 shall not dispose of any Plan Shares whether by transfer to a
Participant or otherwise before the end of the Period of Retention
applicable thereto except in the circumstances mentioned in Section
511(6)(a), (b) or (c) of the Act;
2.2 shall not dispose of any Plan Shares after the end of the Period of
Retention (but before the Release Date) applicable thereto except
pursuant to Rule 5.1 nor in such a way that such a transaction would
involve a breach of that Participant's obligations under Section
511(4)(c) or (d) of the Act; and
2.3 shall deal with any right conferred in respect of Plan Shares to be
allotted other shares, securities or rights of any description only in
accordance with Paragraph 17(b) of Schedule 11 to the Act and as
directed by or on behalf of the Participant or any person in whom the
beneficial interest in his shares is for the time being vested.
3. Distribution of trust funds
Subject to any such direction as is referred to in Section 513(3) of the Act,
the Trustees shall pay over to a Participant any money or money's worth received
by them in respect of or by reference to any of his Plan Shares other than money
consisting of a sum referred to in Section 511(4)(c) of the Act or money's worth
consisting of New Shares within the meaning of Section 514 of the Act.
<PAGE>
4. Appropriation of Plan Shares
As soon as practicable after any Plan Shares have been appropriated to a
Participant the Trustees shall give him notice in writing of the appropriation:
4.1 specifying the number and description of those Shares; and
4.2 stating their Initial Market Value and their Appropriation Date.
5. Maintenance of records
The Trustees shall prepare and keep all such accounts and records as may be
required for the purpose of the Plan and may, as agreed between the Trustees and
the Company, submit accounts to the Company and the Company may cause such
accounts to be made up and audited by qualified accountants. In particular the
Trustees shall:
5.1 maintain such records as may be necessary to enable them to carry out
their obligations under Chapter 1 of Part 17 of the Act;
5.2 inform a Participant who becomes liable to income tax under Schedule E
in relation to the operation of the Plan of any facts of which they are
aware relevant to the determination of that liability; and
5.3 be liable for any liability to tax properly incurred by the Trustees in
the course of the operation of the Plan.
6. Participating Companies
The Directors may at any time:
<PAGE>
6.1 direct that any Subsidiary, not being a party to the Trust Deed, but
otherwise eligible to be a Participating Company, shall, upon entering
into a deed supplemental hereto in such form as the Directors and the
Trustees shall require, become bound by the provisions hereof; or
6.2 by deed supplemental hereto, to which the Trustees shall be a party,
declare that any Participating Company shall cease to be bound by the
provisions hereof.
7 Replacement of Company/Parent Company
7.1 In any of the following events:-
7.1.1 If the Company shall cease to carry on business and another
body corporate person or firm (whether in contemplation of or
after such cessation of business) enters into an agreement
with the Trustees to perform the obligations of the Company
under the Trust Deed and the Rules; or
7.1.2 If the business or a part of the business of the Company is
acquired by or vested in any other body corporate person or
firm and such other body corporate person or firm enters into
an agreement with the Trustees or is bound by virtue of or
pursuant to any statutory provision or instrument made
thereunder or any order of a court or otherwise to perform the
said obligations; or
7.1.3 If the Company shall be dissolved by virtue of or pursuant to
any statutory provision or any order of the Court made
thereunder or otherwise and
<PAGE>
another body corporate person or firm is bound by virtue of or
pursuant to any statutory provision or any order of the Court
made thereunder or otherwise to perform the said obligations;
or
7.1.4 If the Company shall amalgamate or enter into any arrangement
having the effect of amalgamation with any other body
corporate, person or firm or if the Company desires to be
discharged of its duties as the Company and any other body
corporate, person or firm enters into an agreement with the
Trustees to perform the said obligations;
then in any such event by deed supplemental hereto in such form as the
Company and the Trustees shall require the Company shall be thereby
released from all the said obligations and such other body corporate
person or firm as aforesaid shall be deemed to be substituted for the
Company as the person liable to perform the said obligations and the
Trust Deed and the Rules shall henceforth have effect as if such other
body corporate person or firm had been a party to and had executed the
Trust Deed in place of the Company and as if the reference to the
Company in the Trust Deed and in the Rules were references to such
other body corporate person or firm.
7.2 If the Parent Company divests itself of its shareholding in the Company
and that shareholding is acquired by or vested in any other body
corporate person or firm the Companyand the Trustees may amend the
definition of "Parent Company" in Rule 1 of the Rules in accordance
with Clause 21 hereof.
<PAGE>
8. Trustee liability and indemnity
8.1 The Trustees shall not be liable to satisfy any monetary obligations
under the Plan (including but without prejudice to the generality of
the foregoing any monetary obligations to Participants) beyond the sums
of money (including income) from time to time in their hands or under
their control as Trustees and properly applicable for that purpose.
8.2 No Trustee for the time being of the Plan and no director or employee
of any corporate trustee shall be responsible chargeable or liable in
any manner whatsoever for or in respect of any loss of or any
depreciation in or default upon any of the investments securities
stocks or policies in or upon which any part of the Plan may at any
time be invested or for any delay which may occur from whatever cause
in the investment of any moneys belonging thereto or for the safety of
any securities or documents of title deposited by the Trustees for safe
custody or for the exercise of any discretionary power vested in the
Trustees by the Trust Deed (including any act or omission by any
committee appointed by the Trustees) or by reason of any other matter
or thing except fraud or deliberate culpable disregard of the interests
of all or of any of the beneficiaries under the Plan.
8.3 Each of the Trustees and each director of any corporate trustee shall
be indemnified by the Participating Companies against all liabilities
incurred by such Trustee in the execution of the trusts of and in the
management and administration of the Plan other than liabilities
arising as a consequence of fraud or deliberate and culpable disregard
of the interests of all or any of the beneficiaries under the Plan or
(in the case of any Trustee who is engaged in the business of providing
a trustee service for a fee) negligence.
9. Costs and Expenses
<PAGE>
9.1 The costs, charges, expenses and other liabilities of the establishment
of the Plan and of the preparation and execution of the Trust Deed and
the Rules shall be borne by the Company or, if the Directors otherwise
determine, by the Participating Companies.
9.2 All costs, charges, expenses and other liabilities of, and incidental
to, the administration, operation and determination of the Plan
(including any remuneration of the Trustees and any tax or duty for
which the Trustees may be accountable to the Revenue Commissioners
arising from or in connection with the Plan) shall be borne by the
Participating Companies in proportion to the Plan Shares for the time
being appropriated to their respective Participants or otherwise as the
Directors may determine if and to the extent that the same cannot
properly be paid by the Trustees out of funds in their hands available
for the purpose.
10. Trustees' powers and discretions
The Trustees shall have the following powers and discretions in addition to
those conferred upon them by general law:
10.1 full power and discretion to agree with the Company all matters
relating to the operation and administration of the trusts of this
Trust Deed and so that no person claiming any interest under such
trusts shall be entitled to question the legality and correctness of
any arrangement or agreement made between the Company and the Trustees
in relation to such operation and administration;
10.2 power to arrange for the Company to account to the Revenue
Commissioners or other authority concerned for any amounts received by
the Trustees pursuant to the Plan and required to be paid to the
Revenue Commissioners in respect of income tax or any other payment
required by statute; and
<PAGE>
10.3 power by resolution:
10.3.1 to authorise the manner in which cheques and other documents
shall be signed on their behalf; and
10.3.2 to delegate the signing of such cheques and documents to such
persons as they shall think fit.
11. Directions to Trustees
The Trustees shall comply with any reasonable directions given by the Directors
pursuant to the Trust Deed and the Rules and shall not be under any liability in
respect thereof to any Participating Company. In no event may the Directors
direct the Trustees to distribute any Share or Plan Share to any Participating
Company. Each Participating Company agrees to indemnify the Trustees in respect
of any liability arising to any Participant as a result of the Trustees
complying with any directions given by the Directors pursuant to this Trust Deed
and the Rules.
12. Independence of the Trustees
The Trustees shall administer the Plan impartially and in strict accordance with
the Trust Deed and the Rules. The Company hereby declares and confirms the
independence of the Trustees in the exercise of all their functions and
obligations under the Plan and undertakes that it shall not seek to influence
them in any manner, save in such manner as specifically provided for in the
Rules or the Trust Deed.
13. Retirement, removal and appointment of Trustees
13.1 Any Trustee may retire from the trusts hereby constituted at any time
by giving to the Company and the remaining Trustees (if any) not less
than three months' written notice and the retiring Trustee
<PAGE>
shall upon the expiry of such notice cease to be a Trustee and shall
not be responsible for any costs occasioned by such retirement and
cessation. In the event that any Trustee who wishes to retire is the
sole Trustee of the Plan or in the event that upon such resignation
taking effect there would be only one Trustee of the Plan and that
Trustee is not a body corporate the Company shall appoint a new Trustee
on or before the date when such retirement is to take effect.
13.2 Where a body corporate is acting as sole Trustee the Company may by
resolution of the Directors, with the prior written approval of the
Revenue Commissioners, remove that Trustee from office and upon the
passing of such resolution the removal shall be immediately effective.
Alternatively the Company may by deed remove a Trustee from office.
13.3 The Company may by deed appoint a new Trustee or Trustees in place of
any Trustee or Trustees who retire or are removed from office under
paragraph 13.1 or 13.2 hereof and may by deed appoint an additional
Trustee or Trustees provided that the Company shall by deed appoint a
Trustee or Trustees in place of a sole Trustee who retires or is
removed from office under paragraph 13.1 or 13.2 hereof.
13.4 The minimum number of Trustees shall be three unless a body corporate
is or is appointed a Trustee in which case that body corporate may be
the sole Trustee or may act jointly with one or more individuals who
are appointed as Trustees of the Plan.
13.5 If the Company shall not appoint a new Trustee or new Trustees with
effect from the date of expiry of the notice referred to in paragraph
13.1 hereof the Trustees may exercise such power by executing an
instrument in writing signed by them as is necessary to appoint a new
Trustee or new Trustees.
13.6 The Trustees (and if more than one, each of them) shall be resident in
the Republic of Ireland for the purposes of the Act.
<PAGE>
14 The Residual Fund
The Trustees shall hold and apply the Residual Fund as follows:-
14.1 in paying their costs, charges and expenses incurred in the operation
of the Plan as they in their absolute discretion shall determine; and
14.2 subject thereto, if so instructed by the Directors, to acquire Shares
in accordance with Rule 3 and to hold the same once appropriated in
accordance with the provisions of the Plan or in the case of Shares
held as part of the Residual Fund, to appropriate them in accordance
with Rule 3; and
14.3 subject as aforesaid any moneys at any time which are not immediately
required to be applied by the Trustees in a particular manner may be
placed on deposit (either with or without interest at the discretion of
the Trustees) with any bank or other deposit taking institution in the
Republic of Ireland either with or without security as the Trustees may
determine; and
14.4 upon the determination of the Plan and to the extent that the Residual
Fund has not been applied as aforesaid the Trustees shall sell any
Shares comprised in the Residual Fund for the best consideration in
money reasonably obtainable and shall pay or transfer the proceeds of
such sale together with any other moneys then comprised in the Residual
Fund to any Participating Companies in proportion to the total moneys
provided by each of them to the Trustees.
15 Trustee remuneration for services
15.1 Any Trustee being an individual shall be entitled to receive and retain
as remuneration for his services hereunder such sum or sums
<PAGE>
as may from time to time be agreed with the Company.
15.2 Any Trustee, being a solicitor, accountant, stockbroker or engaged in
any other profession or business, shall be entitled to be paid all
reasonable professional or proper charges for services rendered
including acts which such Trustee, not being engaged as aforesaid,
could have done personally.
15.3 Any Trustee, being a body corporate (whether or not a trust
corporation), may charge and be paid such reasonable remuneration or
charges as shall from time to time be agreed in writing between the
Company and such body corporate and any such body corporate (being a
bank) shall be entitled (without being liable to account for any profit
or advantage so obtained) to act as banker and perform any services in
relation to the Plan on the same terms as would be made with a customer
in the ordinary course of its business as a banker.
16. Trustees who are Participants
Any Trustee, otherwise eligible to be a Participant, may be so and may retain
for his absolute benefit all the interest to which he is entitled as a
Participant in any Plan Shares acquired or received for him and any other money
or money's worth accruing to him as such and exercise all rights to which he is
entitled as a Participant.
17. Trustees who are Directors
Any Trustee who shall be or become a Director or holder of any other office or
employment in the Company, may retain for his own absolute benefit any fees or
remuneration received by him in connection with such office or employment
notwithstanding that his appointment to or retention of such office or
employment may be directly or indirectly due to the exercise or non-exercise of
any votes in respect of any stock, shares or other
<PAGE>
securities in the Parent Company held by the Trustees or other persons on their
behalf under the trusts of the Plan.
18. Trustees who own Shares
No Trustee, nor any holding company of a corporate Trustee, nor any subsidiary
of such holding company, nor any director or officer of a body corporate acting
as Trustee shall be precluded from underwriting, purchasing, holding, dealing in
and disposing of any stock, shares or other securities whatsoever of any
Participating Company or any subsidiary or holding company thereof or any
subsidiary of any such holding company or from otherwise at any time contracting
or entering into any insurance, financial or other transactions with any such
company or being interested in any such transaction or accepting and holding the
trusteeship of any debenture stock or other securities of any such company
neither shall such Trustee, holding company, subsidiary, director or officer be
liable to account for any profit made by him thereby or in connection therewith.
19. Trustees meetings
19.1 In the event of the appointment of Trustees other than a body corporate
as sole Trustee:-
19.1.1 the Trustees may at any time but shall at least once in every
year meet together for the despatch of business and may
adjourn and otherwise regulate their meetings as they think
fit and the Trustees may elect one of their number to be
chairman of their meeting provided that in the event of
equality of votes on the election of a chairman he shall be
chosen by lot;
19.1.2 all business brought before a meeting of the Trustees shall be
decided by a majority of the votes of the Trustees present
<PAGE>
and voting thereon and, in the case of equality of votes, the
chairman of the meeting shall have a second or casting vote;
19.1.3 a resolution in writing signed by all of the Trustees shall be
as effectual as if it had been passed at a meeting of the
Trustees and may consist of one or more documents in similar
form each signed by one or more of the Trustees; and
19.1.4 three Trustees (or such other number agreed by the Trustees)
present at a meeting of the Trustees of which notice has been
given to all Trustees shall form a quorum.
19.2 The Trustees shall cause proper minutes to be kept and entered in a
book provided for the purpose of all their resolutions and proceedings
and any such minutes shall be signed by the chairman of the next
meeting.
20. Dealing with trust monies
20.1 The Trustees may, without prejudice to their obligations under Section
516 of the Act, in any particular case or cases, decide not to commence
or pursue proceedings for the recovery of any moneys due to them from
any Participant and shall not be responsible for any loss incurred by
their so doing.
20.2 Valid and effectual receipts and discharges for any moneys or other
property payable, transferable, or deliverable to the Trustees or any
of them may be given by a Trustee who is a body corporate or by any one
Trustee to whom such duty may have been delegated pursuant to paragraph
20.4 hereof or by any person from time to time nominated by the Company
and authorised in writing for the purpose by all the Trustees.
20.3 The Trustees may from time to time appoint for the proper
administration and management of the Plan such secretarial or
<PAGE>
executive officers or staff or other persons as they consider desirable
and as the Directors shall approve on such terms as they think fit and
a Trustee hereof being a body corporate (whether or not a trust
corporation) may act by its proper officers and may by its proper
officers have and exercise all powers, trusts and discretions vested in
it hereunder.
20.4 The Trustees may from time to time in writing delegate any business and
the exercise of any of the duties imposed on them by the Plan to any
one or more of their number.
20.5 The Trustees may employ and pay for the services of such registrars,
solicitors, accountants, bankers or other professional or business
advisers as they consider desirable to advise on any business to be
done in connection with the Plan or for the proper administration and
management of the Plan or otherwise in connection therewith.
20.6 The Trustees may at any time cause any part of the trust property to be
deposited for safekeeping with any one or more of the Trustees or any
other persons (including any company or corporation) on behalf of the
Trustees and may pay any expenses in connection therewith.
20.7 No Trustee shall be liable or responsible for any loss to the trust
property which may be occasioned as a result of the exercise of the
foregoing powers except to the extent that such loss arises as a result
of any fraud, wilful default or negligence on the part of such Trustee.
21. Amendment of Trust Deed and Rules
21.1 The Company with the consent of the Trustees may at any time and from
time to time by deed supplemental hereto modify, alter, amend or extend
the Plan in any respect (such modification, alteration, amendment or
extension being
<PAGE>
referred to in this Clause as an "amendment") provided that
21.1.1 no amendment shall alter to the disadvantage of a Participant
his rights in respect of any Plan Shares appropriated before
the date of such amendment;
21.1.2 no amendment shall be made which would or might infringe any
rule against perpetuities or which could result in the Plan
ceasing to be an Approved Scheme;
21.1.3 no amendment shall take effect unless prior written approval
of the Revenue Commissioners to the Plan as amended thereby
shall have first been obtained in accordance with paragraph
5(2) of Schedule 11 to the Act.
21.2 The Company may, by resolution, subject to sub-paragraph 21.1.2 of this
Clause and without otherwise obtaining the prior approval thereto of
any other person but after consulting the Trustees, modify or alter or
amend the Plan in any way which may be necessary in order to secure the
initial approval of the Plan by the Revenue Commissioners under Part 2
of Schedule 11 to the Act or to maintain such approval.
22. Termination of trust
The Plan and the trusts hereby created shall be determined on the earlier of the
following:-
22.1 the date on which the Directors resolve to terminate the Plan which
they shall be entitled to do only on a date on which there are no Plan
Shares or Shares held pursuant to this Trust Deed: or
22.2 the expiry of a period of twenty-one years after the death of
<PAGE>
the last survivor of the issue living on the date hereof of his late
Britannic Majesty King George V.
23. Disputes
All disputes and differences arising out of the Plan or otherwise in connection
therewith may be referred by the Trustees to arbitration pursuant to the
provisions of the Arbitration Acts 1954 and 1980 and any Participant so affected
shall submit to such arbitration.
24. Governing Law
This Trust Deed shall be governed by and construed in accordance with the law of
the Republic of Ireland.
25. Compliance
The Trustees shall at all times comply with the regulations of the United States
Securities and Exchange Commission and with such other regulations as notified
to them from time to time by the Company.
IN WITNESS WHEREOF this Trust Deed has been executed by the parties hereto the
day and year first herein written :
PRESENT when the Common Seal
of CABOT AIRCRAFT SERVICES LIMITED
was affixed hereto :-
__________________________________ Director
__________________________________ Director/Secretary
<PAGE>
PRESENT when the Common Seal
of MERCER TRUSTEES LIMITED
was affixed hereto :-
__________________________________ Director
__________________________________ Director/Secretary
<PAGE>
RULES OF THE
MORGAN STANLEY DEAN WITTER - CABOT
AIRCRAFT SERVICES PROFIT SHARING PLAN
1. Definitions
In these Rules and in the Trust Deed:
1.1 The following words and expressions shall have the following meanings:
"Act" the Taxes Consolidation Act, 1997.
"Appropriate Percentage" the percentage of the Locked-in Value of a
Participant's shares chargeable to income tax under Schedule E computed
in accordance with section 511(3) of the Act.
"Appropriation Date" in respect of any Plan Share not being a New
Share, the date on which it is appropriated to an Eligible Employee
pursuant to Rule 3.2, and in respect of any New Share the date on which
it is deemed to have been appropriated pursuant to Rule 6.5.
"Approved Scheme" a Plan approved by the Revenue Commissioners for the
purposes of Chapter 1, Part 17 of the Act and Schedule 11 thereof.
"Auditors" the Auditors for the time being of the Company.
"Basic Salary" the remuneration of an Eligible Employee for a Year of
Assessment including shift differentials, paid holidays and sick leave
but excluding overtime and any other fluctuating emoluments.
"Capital Receipt" the meaning given to that expression by section 513
of the Act.
<PAGE>
"Company" Cabot Aircraft Services Limited.
"Directors" the board of directors for the time being of the Company or
a duly authorised committee or officer appointed by them for the
purposes of administering the Plan.
"Eligible Employee" at any Invitation Date any person who:
(i)(a) is, or has been, an employee of a Participating Company,
including a full-time director, and
(b) is, or has been, chargeable to tax under Schedule E in respect
of that employment, and
(c) at any Invitation Date will have been such an employee of the
Participating Company continuously for a period of twelve
months ending on the 1st of the month immediately preceding or
coincident with the Appropriation Date and for this purpose
service with a Subsidiary which is a Participating Company (or
such other Subsidiary as the Company and the Trustees agree)
shall be treated as service with the Participating Company, or
(ii) is any other employee of a Participating Company, including a
full-time director, who has a contract of employment and has
been nominated by the Directors for participation in the Plan
provided that such person is not ineligible to become a
Participant by virtue of the provisions of Part 4, Schedule 11
of the Act.
"Entitlement" the amount of each Eligible Employee's entitlement as may
be determined in accordance with the Rule 3 or on such other basis as
may, from time to time, be agreed in writing with the Revenue
Commissioners.
"Initial Market Value" the market value of a share (calculated in
<PAGE>
accordance with section 548 of the Act) on the date on which the shares
are appropriated, or on such earlier date(s) as has been agreed in
writing with the Revenue Commissioners pursuant to section 510(2)(b) of
the Act.
"Invitation Date" the date or dates in any year determined by the
Company as the date or dates on which Eligible Employees are offered
participation in the Plan pursuant to Rule 2.
"Locked-in Value" the meaning given to that expression by section
512(1) of the Act.
"New Shares" the meaning given to that expression by section 514(1) of
the Act.
"Parent Company" Morgan Stanley Dean Witter & Co whose registered
office is at 1221 Avenue of the Americas, New York, NY 10020, USA.
"Participant" any person on whose behalf the Trustees hold a Plan Share
including where the context requires any person in whom an interest in
Plan Shares or an entitlement thereto becomes vested.
"Participating Company" any company being the Company or a Subsidiary
which is for the time being bound by the provisions of the Trust Deed
other than in its capacity as Trustee hereof.
"Period of Retention" the meaning given to that expression by section
511(1)(a) of the Act.
"Plan" means the Morgan Stanley Dean Witter - Cabot Aircraft Services
Profit Sharing Plan constituted by the Trust Deed.
"Plan Shares" any Share or other security in the Parent Company which
has been appropriated or has been deemed to have been appropriated
under the Plan and is for the time being held by the
<PAGE>
Trustees on behalf of a Participant.
"Release Date" the meaning given to that expression by section 511(2)
of the Act.
"Residual Fund" means all moneys or Shares directed to be held as part
of the Residual Fund or for which no specific provision is made (other
than under Clause 14) and the income (if any) arising therefrom all of
which shall be held in accordance with Clause 14.
"Rules" these rules with, and subject to, any modifications,
alterations, amendments or extensions hereto for the time being in
force.
"Shares" fully paid ordinary shares of the Parent Company which comply
with the provisions of Part 3, Schedule 11 of the Act and where the
context requires shall refer to a single share.
"Subsidiary" any subsidiary of the Company which is controlled by the
Company, control being construed in accordance with section 432 of the
Act.
"Trust Deed" the trust deed constituting the Plan with any
modifications and variations thereto for the time being in force.
"Trustees" the trustee or trustees for the time being of the Plan
"Year of Assessment" the meaning given to that expression by section
2(1) of the Act.
1.2 Words importing the singular shall include the plural and vice versa
and words importing the masculine shall include the feminine.
1.3 Any reference to any statute (or a particular Part, Chapter or Section
thereof) shall mean and include any statutory modification or
re-enactment thereof for the time being in force and any regulations
<PAGE>
made thereunder.
2. Conditions of participation
2.1 On the first Invitation Date the Company shall identify all eligible
employees who at that Invitation Date are expected to be Eligible
Employees and on each subsequent Invitation Date, the Company shall
identify all Eligible Employees who are not then Participants in the
Plan and all employees who at the next Appropriation Date are expected
to be Eligible Employees, and shall communicate in writing with each
person advising him of his Entitlement and asking whether he wishes to
be a Participant.
2.2 Those Eligible Employees who wish to participate in the Plan shall
within a period of fourteen days after receipt of the notification
referred to above, or such other period as the Company shall allow,
return to the Company a form of acceptance and a contract of
participation (included in the Schedule to the Rules) duly signed
agreeing the terms and conditions set out therein.
2.3 The contract shall be addressed to the Company and the Trustees and
shall be signed by the Eligible Employee and returned to the Company.
An Eligible Employee shall not be entitled to an appropriation of Plan
Shares unless he has completed a contract which is binding in respect
of the relevant Appropriation Date.
2.4A signed contract shall bind the Eligible Employee in contract with the
Company and the Trustees:
(i) to permit his Plan Shares to remain in the hands of the
Trustees throughout the Period of Retention;
(ii) not to assign, charge or otherwise dispose of the beneficial
interest in his Plan Shares during that period;
<PAGE>
(iii) if he directs the Trustees to transfer the ownership of his
Plan Shares to him at any time before the Release Date, to pay
to the Trustees before the transfer takes place a sum equal to
income tax at the standard rate on the appropriate percentage
of the Locked-in Value of the Plan Shares at the time of
direction, and
(iv) not to direct the Trustees to dispose of his Shares at any
time before the Release Date in any other way except by sale
for the best consideration in money that can reasonably be
obtained at the time of sale.
3. Allocation of funds, acquisition and appropriation of Shares
3.1 Each Participating Company shall on or before each Appropriation Date
(or at such other time as shall be agreed by the Participating Company
and the Trustees) pay to the Trustees the aggregate of the amounts due
following the completion and return of contracts in accordance with
Rule 2 by such Eligible Employees employed by it.
3.2 As soon as reasonably practicable after the receipt from the
Participating Companies of the amounts referred to in Rule 3.1 above
the Trustees will apply the aggregate of such amounts in the
acquisition of Shares for appropriation to such Eligible Employees. The
Shares so acquired for appropriation shall be appropriated to each such
Eligible Employee on the basis that the aggregate Initial Market Value
of the Shares appropriated to him is as nearly as possible equal to the
amount of his Entitlement that has been paid to the Trustees. The
aggregate Initial Market Value of shares that may be appropriated to
any one Participant in any one Year of Assessment shall not exceed the
amount, for the time being, specified in paragraph 3(4) of Part 2 of
Schedule 11 of the Act.
3.3 The Entitlement of each Eligible Employee under the Plan shall be such
amount as the Directors shall determine expressed as:
<PAGE>
(A) (i) a proportion of Basic Salary, and/or
(ii) a proportion of Basic Salary for each Period of Service,
and/or
(iii) a fixed amount determined by the Directors, and/or (iv) a
fixed amount determined by the Directors for each Period of
Service
provided that in any Year of Assessment the basis of
calculation of Entitlement of each Eligible Employee shall be the
same.
(In the context of this Rule "Period of Service" shall mean a
complete year or such other complete period as may from time to
time be specified, of continuous service as an employee of the
Participating Company.)
(B) In any Year of Assessment in which there is an entitlement under
(A) above and that entitlement or any part thereof is taken in
Shares, a Participant may forgo salary up to the amount of his
entitlement under (A) above taken in shares provided that the
amount forgone does not exceed 7 1/2% of Basic Salary and provided
further that the aggregate of the Initial Market Values of the
Shares acquired under (A) and (B) does not exceed the amount, for
the time being, specified in paragraph 3(4) of Part 2 of Schedule
11 of the Act.
3.4 Where the Trustees are unable to purchase sufficient Shares to satisfy
in full appropriations pursuant to Rule 3.2 the Trustees shall reduce
the appropriation pro-rata.
3.5 In the event that a portion of the Shares acquired by the Trustees
carries any right not attaching to all such Shares the Trustees shall
appropriate those Shares among Eligible Employees as nearly as possible
in the same proportions as provided in Rule 3.2 above.
3.6 As soon as practicable after any Plan Shares have been appropriated by
the Trustees to a Participant in accordance with the Rules, the
<PAGE>
Trustees shall give the Participant notice in writing of the
appropriation specifying the number and description of Plan Shares
appropriated, their Initial Market Value and the date on which such
Plan Shares were appropriated.
3.7 The Trustees shall sell any Shares which they do not appropriate on an
Appropriation Date under this Rule within eighteen months of the date
of acquisition for the best consideration in money reasonably
obtainable at the time and retain the net proceeds of sale in
accordance with Clause 14 of the Trust Deed.
3.8 If at any time following the date on which the Trustees are entered on
the Parent Company's register of members Shares have not for the time
being been appropriated to any Participant and the Trustees shall in
respect of such Shares:-
3.8.1 receive any dividends or other distributions; or
3.8.2 become entitled to any other rights to be allotted securities
in the Parent Company (other than an issue to capitalisation
shares of the same class as Shares then held by the Trustees
pending an appropriation which capitalisation shares shall be
retained by the Trustees and shall form part of the Shares to
be appropriated)
then the Trustees shall, in the case of Rule 3.8.2 above and of any
distribution not consisting of cash use their best endeavours to sell
the rights or distributions concerned for the best consideration in
money reasonably obtainable at the time and in the case of Rule 3.8.1
and Rule 3.8.2. shall retain the monies concerned in the Residual Fund.
3.9 No Shares shall be appropriated to any Eligible Employee after 18 years
from the date of death of the last survivor of the issue living on the
date of the Trust Deed of his late Britannic Majesty King George V.
<PAGE>
4. Limitations
The maximum number of Shares that may be appropriated to any one
Participant in any Year of Assessment shall be determined by
legislation for the time being in force as stated in Schedule 11 of the
Act.
5. Conditions of retention and disposal
5.1 Plan Shares shall subject as hereinafter provided in this Rule be held
by the Trustees until the date on which the Participant concerned
directs the Trustees:
5.1.1 to sell his Plan Shares, or
5.1.2 to transfer the legal ownership of Plan Shares to him.
5.2 A Participant shall not be entitled to give any direction under Rule
5.1 above or to assign or charge or otherwise dispose of his beneficial
interest in any Plan Shares before the end of the Period of Retention
applicable to such Plan Shares except in the circumstances mentioned in
section 511(6)(a), (b) or (c) of the Act.
5.3 Subject to Rule 5.2 above, the Trustees shall disregard any direction
given in respect of the disposal or transfer of a Participant's Plan
Shares before the end of the Period of Retention and shall not be
required or bound to act in accordance therewith if to their knowledge
such Participant is or would following implementation of such direction
be in breach of his obligations in respect of such Plan Shares under
Rule 5.2 above.
6. Issue or reorganisation
<PAGE>
6.1 A Participant shall not be prevented by Rule 5 above from:
6.1.1 directing the Trustees to accept an offer for any of his
Shares (hereinafter referred to as "the Original Shares") if
the acceptance or agreement will result in a new holding,
within the meaning of section 584 of the Act, being equated
with the Original Shares for the purposes of Capital Gains
Tax, or
6.1.2 directing the Trustees to agree to a transaction affecting his
Shares or such of them as are of a particular class if the
transaction would be entered into pursuant to a compromise,
arrangement or scheme applicable to or affecting:
(i) all the ordinary share capital of the Parent Company
or, as the case may be, all the Shares of the class
in question, or
(ii) all the Shares, or Shares of the class in question,
held by a class of shareholders identified otherwise
than by reference to their employment or their
participation in this Plan.
6.1.3 directing the Trustees to accept an offer of cash, with or
without other assets, for his Shares if the offer forms part
of a general offer made to holders of shares of the same class
as his or of shares in the Parent Company and which is made in
the first instance on a condition such that if it is satisfied
the person making the offer will have control of the Company
within the meaning of section 11 of the Act.
6.1.4 agreeing after the Retention Period to sell the beneficial
interest in his Shares to the Trustees for the same
consideration as in accordance with Rule 2.4 (iv) above would
be required to be obtained for the Shares themselves.
<PAGE>
6.2 In the event of an offer being made or a transaction being
proposed in any of the circumstances described in Rule 6.1.1,
6.1.2 or 6.1.3 the Trustees shall forthwith notify each
Participant thereof and shall act in accordance with the
instructions of the Participant in dealing with his Plan
Shares and in the absence of any such instructions no action
shall be taken.
6.3 In the event of the Parent Company proposing to make a rights
issue in respect of any class of its share capital which
includes Shares held on behalf of Participants, the Trustees
shall immediately on receipt of the offer from the Parent
Company, notify each Participant of the following options in
respect of the Shares held by the Trustees on his behalf:
6.3.1 to instruct the Trustees to exercise the rights in respect of
all or any of his Plan Shares provided that such instruction
is accompanied by payment in cash of the amount necessary to
exercise such rights, or
6.3.2 to instruct the Trustees to exercise the rights in respect of
some only of his Plan Shares and to dispose of the rights nil
paid in respect of the remainder and either:
(i) to pay to the Trustees any amount in excess of the
disposal proceeds necessary to exercise such rights,
or
(ii) to instruct the Trustees to pay to him any amount of
the disposal proceeds in excess of the amount
necessary to exercise such rights, or
6.3.3 to instruct the Trustees to dispose of the rights nil paid in
respect of all or any of his Plan Shares and pay the proceeds
to him.
6.4 The Participant shall instruct the Trustees accordingly within
any period of time specified by the Trustees and shall, if
appropriate,
<PAGE>
pay to the Trustees in cash any amounts necessary
to carry out such instructions. The Trustees shall, subject to
receipt of the cash as aforesaid, carry out the instructions
of the Participants within the time allowed by the Parent
Company for the exercise of the rights. If a Participant shall
fail to give any direction to and shall not otherwise have
authorised the Trustees, no action shall be taken in respect
of the rights associated with the Shares held on behalf of
that particular Participant.
6.5 Any New Shares allocated to the Trustees pursuant to Rule 6.2 and Rule
6.3 or on a capitalisation issue shall be deemed to have been
appropriated to a Participant on the Appropriation Date of the Shares
in respect of which they were allocated.
7. Payments and transfers to Participants
7.1 If any amount falls to be paid to a Participant prior to the Release
Date in respect of his Plan Shares being:
7.1.1 the proceeds of a sale of Plan Shares pursuant to a direction
given by the Participant under Rule 5.1.1, or
7.1.2 a Capital Receipt
the Trustees shall pay such amount to the Participant.
7.2 If a Participant directs the Trustees to transfer the ownership of any
Plan Shares to himself pursuant to Rule 5.1.2 before their Release
Date, he shall pay to the Trustees, before the transfer takes place, a
sum equal to income tax at the standard rate on the appropriate
percentage of the Locked-in Value of the Plan Shares at the time of the
direction.
7.3 If, following a company reconstruction as defined in section 514 of the
Act, the Trustees are allotted any shares or other securities
<PAGE>
which are not New Shares, they shall forthwith transfer the same to the
Participant.
7.4 Any stamp duty involved in any transfer of Plan Shares or other shares
or securities by the Trustees into the name of the Participant
concerned shall be payable in the case of:
7.4.1 a transfer as referred to in Rule 5.1.2;
7.4.2 a transfer following the death of a Participant; or
7.4.3 a transfer as referred to in Rule 7.3
by the Trustees out of the Residual Fund or in the case of a deficiency
out of funds made available for the purpose by the Company and, in any
other case, shall be payable by the Participant concerned.
8. Repurchase by Trustees
8.1 At the time a Participant directs the Trustees to dispose of any Plan
Shares, the Trustees may offer to purchase the beneficial interest in
such Plan Shares from the Participant at the best consideration in
money that can reasonably be obtained at the time of the sale.
8.2 If, at the time of the proposed purchase of Plan Shares under Rule 8.1,
the Trustees do not have sufficient funds to purchase such Plan Shares,
they may apply to the Company for such funds. If any funds are so
provided by the Company they shall reduce the liability of the Company
in respect of the payment to be made pursuant to Rule 3 in respect of
the next Appropriation Date.
8.3 The Trustees shall hold any Shares purchased pursuant to Rule 8.1 above
under trust for appropriation to Eligible Employees employed by the
Company provided that the funds used in the purchase of
<PAGE>
such Shares are subject to Rule 3.7.
9. Payment of dividends
Subject to the provisions of Clause 5.3 and 9.2 of the Trust Deed:
9.1 Any dividends paid by the Parent Company to the Trustees in respect of
Plan Shares shall be forwarded to the Participants on whose behalf the
Trustees hold such Plan Shares together with particulars of the related
tax credit.
9.2 Any dividends received by the Trustees during the period from the date
of their acquisition of Shares to the Appropriation Date shall be dealt
with by the Trustees in accordance with Clause 3 of the Trust Deed.
10. Voting rights
Participants have no right to attend or vote at a general meeting of the Parent
Company. The voting rights in respect of the Plan Shares shall be exercised only
in accordance with any directions in writing by the Participants concerned to
the Trustees (the Trustees having first issued the necessary documentation to
the Participants facilitating such directions). In the absence of any such
direction, the Trustees shall abstain from voting. The Trustees shall not be
obliged to demand or join in demanding a poll.
11. Rights of employees
Participation in the Plan by a Participant is a matter entirely separate from
<PAGE>
any pension right or entitlement he may have and from his terms and conditions
of employment and participation in this Plan shall in no respect whatever affect
in any way a Participant's pension rights and entitlements or terms or
conditions of employment and in particular (but without limiting the generality
of the foregoing words) any Participant who leaves the employment of a
Participating Company shall not be entitled to any compensation for any loss of
any right or benefit or prospective right or benefit under the Plan which he
might otherwise have enjoyed whether such compensation is claimed by way of
damages for wrongful dismissal or other breach of contract or by way of
compensation for loss of office or otherwise howsoever.
12. Duty to account for tax
12.1 When the Trustees receive from a Participant who has directed them to
transfer the ownership of his Plan Shares to him at any time before the
Release Date the sum calculated in accordance with Rule 7.2 above, that
sum shall be accounted for to the Revenue Commissioners in accordance
with section 516 of the Act.
12.2 The Trustees shall keep records of all sums received from Participants
under Rule 12.1.
12.3 The Trustees shall inform each Participant in writing of any facts know
to them which are relevant to determining the liability (if any) of
that Participant to Irish income tax under Schedule E.
13. Errors and Omissions
If as a result of an error or omission any Shares to which a Participant is
entitled pursuant to these Rules are not appropriated to him in accordance with
Rule 3.2, the Company, and the Trustees shall do all such acts and things as may
be agreed in writing with the Revenue Commissioners to enable the Trustees to
appropriate to the Participant the Shares necessary to put him in a position he
would have been in but for such want of
<PAGE>
appropriation and agree, where relevant, the Initial Market Value attributable
to such Shares notwithstanding that such actions may fall outside the time
limits contemplated by or otherwise conflict with the other provisions of the
Rules provided always that the Trustees shall not be obliged to incur any
liability (whether actual or contingent) without being funded or indemnified to
their satisfaction.
14. Notices
14.1 All notices to be given to a Participant under the Plan shall be in
writing and shall either be delivered to the Participant at his place
of work or be sent by post to the address shown on the records of the
Trustees or displayed on a noticeboard at his place of work. Any notice
or document sent by post as aforesaid shall be deemed to have been
received on the expiry of 72 hours from the time at which it was
posted.
14.2 Any notice or document delivered, displayed or sent in the manner
described in Rule 14.1 shall be deemed for all purposes to have been
sufficiently served on the Participant and all persons claiming through
or under such Participant and accordingly service in the manner
aforesaid shall operate to exonerate the Trustees from all or any
liability for the non-receipt by a Participant or other person as
aforesaid of any such notice or document.
14.3 To be valid any direction to the Trustees in respect of a Participant's
Plan Shares must be given in writing by or on behalf of such
Participant and shall be effective only when it is received by the
Trustees.
14.4 A direction once duly given and received as mentioned in Rule 14.3 and
subject to Rule 5.3 shall be carried out by the Trustees as soon as
practicable in accordance with its terms unless prior to their acting
in respect thereof the Trustees receive written notice from the
Participant revoking the direction. Unless received by the Trustees
<PAGE>
the Trustees shall incur no liability to a Participant if they act or
fail to act upon a direction or revocation which purports to have been
duly given as aforesaid.
15. Miscellaneous
If any matter arises on or in connection with this Plan or its operation for
which specific provision is not made in the Rules such matter shall be resolved,
dealt with or provided for in such manner as the Directors and the Trustees
shall in their absolute discretion consider appropriate having taken into
account the respective interests of the Company and of the Participants and the
requirements of the Revenue Commissioners.
<PAGE>
SCHEDULE
Specimen
(To be completed when an employee first opts to participate in
the Plan)
Form of Acceptance and
Contract of Participation
TO: Morgan Stanley Dean Witter - Cabot Aircraft Services
Limited.
("The Company")
And
TO: Mercer Trustees Limited ("The Trustees")
FROM :Surname_________________________________
Forename(s)___________________________________
Home Address
______________________________________________
RSI Number:___________________________________
1. I have read a copy of the Employee Booklet describing the Plan.
2. I wish to allocate such amount of company bonus as I indicate
from time to time to acquire shares.
3. In consideration of my participation of the Plan and of any
appropriation to me of Plan Shares in accordance with the
provisions of the Plan I bind myself in
<PAGE>
contract with the Company and the Trustees and I agree to be
bound by the Rules of the Plan (including any amendments or
additions made thereto) in accordance with the provisions of the
Plan and in particular :
a) to permit Plan Shares appropriated to me to be held
by the Trustees throughout the applicable Period of
Retention (normally two years after the Appropriation
Date on which shares are allocated to me by the
Trustees);
b) not to assign, charge or otherwise dispose of my
beneficial interest in the said Shares during the
Period of Retention;
c) not to direct the Trustees to dispose of the said
Shares before the applicable Release Date (at present
three years after the Appropriation Date) in any
other way except by sale for the best consideration
in money that can reasonably be obtained at the time
of the sale; and
d) if I direct the Trustees of the Plan to transfer the
ownership of any of the said Shares into my name
before the applicable Release Date, I undertake to
pay the Trustees, before the transfer takes place, a
sum equal to the income tax at the standard rate on
the appropriate percentage of the Locked-in Value
(the initial value except in special circumstances
which will be notified to you) of the said Shares at
the time of the direction as notified to me by the
Trustees.
4 I accept that the dividend tax voucher which I will receive from
the Trustees in respect of any of my Plan Shares will be in full
satisfaction of any rights I have to a tax deduction certificate
from the Trustees.
5. I undertake to notify the Trustees of any change in my address.
6. I understand that this contract is binding in respect of all
appropriation of Plan Shares to me at any time unless I have
previously varied its terms in writing
<PAGE>
to the Company and the Trustees and they have consented to such
variation.
Signed : ______________________________
Date : ________________________________
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 (1) February 28, 1999 and for the three month periods ended
February 28, 1999 and 1998, as indicated in our report dated April 14, 1999, (2)
May 31, 1999 and for the three and six month periods ended May 31, 1999 and
1998, as indicated in our report dated July 14, 1999, and (3) August 31, 1999
and for the three and nine month periods ended August 31, 1999 and 1998, as
indicated in our report dated October 15, 1999; because we did not perform an
audit, we expressed no opinion on that information.
We are aware that our reports, which are included in your Quarterly Reports on
Form 10-Q for the quarters ended February 28, 1999, May 31, 1999 and August 31,
1999, are incorporated by reference in this Registration Statement on Form S-8
relating to the Morgan Stanley Dean Witter- Cabot Aircraft Services Profit
Sharing Plan.
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.
/s/ Deloitte & Touche LLP
New York, New York
January 24, 2000
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Morgan Stanley Dean Witter & Co. (the "Registrant") on Form S-8 relating to the
Morgan Stanley Dean Witter- Cabot Aircraft Services Profit Sharing Plan 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 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 of closed-end funds and make
reference to the audit of Morgan Stanley Group Inc. for the fiscal year ended
November 30, 1996 by other auditors).
/s/ Deloitte & Touche
New York, New York
January 24, 2000
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Morgan Stanley Dean Witter & Co. (the "Company") for the
registration of 15,000 shares of the Company's Common Stock, par value $0.01 per
share, pertaining to the Company's Cabot Aircraft Services Profit Sharing Plan,
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 Annual Report on
Form 10-K for the year ended November 30, 1998, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
January 21, 2000
