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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY DEAN WITTER & CO.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3145972
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(State of Incorporation or Organization) (IRS Employer Identification no.)
1585 Broadway, New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of securities pursuant to registration of a class of securities
Section 12(b) of the Exchange Act and pursuant to Section 12(g) of the
is effective pursuant to General Exchange Act and is effective
Instruction A.(c), please check the pursuant to General Instruction
following box. [X] A.(d), please check the following
box. [ ]
Securities Act registration statement file number to which this form relates:
333-34392
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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8% Reset Performance Equity-linked Redemption THE AMERICAN STOCK EXCHANGE
Quarterly-pay Securities due February 28, 2003
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of the Registrant's Securities to Be Registered.
The title of the class of securities to be registered hereunder is: "8%
Reset Performance Equity-linked Redemption Quarterly-pay Securities(SM) due
February 28, 2003" (the "Reset PERQS(SM)"). A description of the Reset PERQS is
set forth under the caption "Description of Debt Securities" in the prospectus
included within the Registration Statement of Morgan Stanley Dean Witter & Co.
(the "Registrant") on Form S-3 (Registration No. 333-34392) (the "Registration
Statement"), as supplemented by the information under the caption "Description
of Notes" in the prospectus supplement dated May 18, 2000 and filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), which
description is incorporated herein by reference, and as further supplemented by
the description of the Reset PERQS contained in the pricing supplement dated
December 21, 2000 to be filed pursuant to Rule 424(b) under the Act, which
contains the final terms and provisions of the Reset PERQS and is hereby deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
4.1 Proposed form of Global Note evidencing the Reset PERQS.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
MORGAN STANLEY DEAN WITTER & CO.
(Registrant)
Date: December 21, 2000 By: /s/ Martin M. Cohen
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Name: Martin M. Cohen
Title: Assistant Secretary
Page 3 of 4
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INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Reset PERQS A-1
Page 4 of 4
