<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Morgan Stanley Dean Witter & Co.
-------------------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
617446448
---------
(CUSIP Number)
Ronald T. Carman, Esq.
Assistant Secretary
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, NY 10036
(212) 761-4000
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 2, 2000
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box: [ ]
<PAGE>
----------------------------------------------------------
S C H E D U L E 1 3 D
----------------------------------------------------------
- ------------------------------------------------------- ----------------
CUSIP No. 617446448
- ------------------------------------------------------- ----------------
- ----------- ------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
Each of the persons described on Appendix A.
- ----------- ------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X] (b) [ ]
(Applies to each person listed on Appendix A)
- ----------- ------------------------------------------------------------------
3. SEC USE ONLY
- ----------- ------------------------------------------------------------------
4. SOURCE OF FUNDS*
00 (Applies to each person listed on Appendix A)
- ----------- ------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
(Applies to each person listed on Appendix A) [ ]
- ----------- ------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
As stated on Appendix A
- ------------------------------ -------- --------------------------------------
Number of 7. SOLE VOTING POWER
Shares less than 1% (Applies to each person
listed on Appendix A)
-------- --------------------------------------
Beneficially 8. SHARED VOTING POWER
Owned by 160,012,664 (Applies to each person
listed on Appendix A)
-------- --------------------------------------
Each 9. SOLE DISPOSITIVE POWER
Reporting Less than 1% (Applies to each person
listed on Appendix A)
-------- --------------------------------------
Person 10. SHARED DISPOSITIVE POWER
With 0%
- ----------- ------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
As stated on Appendix A.
- ----------- ------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(Applies to each person listed on Appendix A) [ ]
- ----------- ------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
As stated on Appendix A.
- ----------- ------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN (Applies to each person listed on Appendix A)
- ----------- ------------------------------------------------------------------
2
<PAGE>
Appendix A
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Abdel-Meguid, Tarek United States 160,020,239 13.40%
Adams, Charles S. United States 160,014,294 13.40%
Adelman, Lawrence United States 160,123,514 13.41%
Albanese, Tommaso Matteo Italy 160,012,664 13.40%
Albers, Alexandria J. United States 160,018,116 13.40%
Alberti, Christopher United States 160,012,806 13.40%
Alkire, John R. United States 160,017,043 13.40%
Anda, Jon A. United States 160,019,376 13.40%
Anfang, Richard L. United States 160,017,928 13.40%
Arias, Carlos United States 160,012,664 13.40%
Armitage, Michael R. United Kingdom 160,018,850 13.40%
Armstrong, Arden C. United States 160,014,357 13.40%
Armstrong, R. Michael United States 160,017,485 13.40%
Armstrong, W. David United States 160,012,804 13.40%
Arthur, Douglas M. United States 160,014,028 13.40%
Ashizawa, Katsushiro Japan 160,012,664 13.40%
Asprem, Mads Michael Denmark 160,013,038 13.40%
Atkins, William John United Kingdom 160,016,566 13.40%
Atkinson, Richard N. United Kingdom 160,013,367 13.40%
Atterbury, Richard William United Kingdom 160,012,664 13.40%
Attorri, Gregory J. United States 160,014,454 13.40%
Atwell, R. Wayne United States 160,019,164 13.40%
Bachiller, Francisco Spain 160,013,140 13.40%
Ball, Rick Australia 160,012,664 13.40%
Bandeen, R. Derek Canada 160,031,172 13.40%
Baptista, Samuel J. United States 160,012,664 13.40%
Barancik, Gary S. United States 160,017,618 13.40%
Barker, Rodney J. United Kingdom 160,013,652 13.40%
Barnett, Phillip S United States 160,017,287 13.40%
Basirov, Olga A. United Kingdom 160,014,308 13.40%
Bechtel, Karen H. United States 160,022,138 13.40%
Becker, Dietrich Germany 160,012,664 13.40%
Becker, Glenn E. United States 160,014,315 13.40%
Bell, Andrew J. United Kingdom 160,013,092 13.40%
Benardete, Steven M. United States 160,029,496 13.40%
Benet, Lincoln E. United States 160,016,193 13.40%
Bennett, Thomas L. United States 160,014,152 13.40%
Berchtold, Michael J. United States 160,017,613 13.40%
Berler, Matthew K. United States 160,014,973 13.40%
Berner, Richard Brian United States 160,012,732 13.40%
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Best, Eric P. United States 160,013,199 13.40%
Bianco, Frank United States 160,019,757 13.40%
Biert, Gisep Switzerland 160,013,350 13.40%
Biggs, Barton M. United States 161,838,483 13.55%
Bigman, Theodore R. Canada 160,013,880 13.40%
Bilotti, Richard A. United States 160,014,898 13.40%
Birnbaum, Jeffrey M. United States 160,015,419 13.40%
Blain, Paul F. United Kingdom 160,012,664 13.40%
Blair, David H. United States 160,021,108 13.40%
Blum, Jon E. United States 160,015,061 13.40%
Blumstein, Michael W. United States 160,016,964 13.40%
Bodenchak, Frank L. United States 160,013,396 13.40%
Bodson, Michael C. United States 160,018,574 13.40%
Boiarsky, Robert United States 160,017,552 13.40%
Bopp, Walter S. United States 160,021,432 13.40%
Borosh, David A. United States 160,015,887 13.40%
Bosco, Anthony B. United States 160,017,933 13.40%
Botta, Gian Andrea United States 160,012,664 13.40%
Boublik, Michael J. United States 160,016,452 13.40%
Bovich, Francine J. United States 160,015,702 13.40%
Boyd, Stephen L. United States 160,012,664 13.40%
Boyer, Amy A. United States 160,014,017 13.40%
Bradford, Leslie Embs United States 160,021,744 13.40%
Bradley, Mark H. United States 160,016,542 13.40%
Bradway, Robert A. United States 160,016,417 13.40%
Breslow, Stuart J.M. United States 160,018,479 13.40%
Brickman, Keith D. United States 160,016,035 13.40%
Brierwood, David C. United Kingdom 160,023,800 13.40%
Brombach, Theodore J. United States 160,015,828 13.40%
Broughton, Alan United Kingdom 160,012,664 13.40%
Brown, Andrew C. United States 160,014,798 13.40%
Brown, Douglas L. United States 160,016,161 13.40%
Brown, Glenn W. United States 160,013,104 13.40%
Brundler, Adolf Switzerland 160,012,664 13.40%
Bryant, Malcolm P. United Kingdom 160,020,922 13.40%
Bryce, Colin United Kingdom 160,014,984 13.40%
Buchanan, Edison C. United States 160,038,793 13.40%
Burns, Dennis J. United States 160,021,432 13.40%
Burr, Thomas United States 160,319,770 13.42%
Busch, May C. United States 160,018,958 13.40%
Cahill, Thomas F. United States 160,015,830 13.40%
Caldecott, P. Dominic United Kingdom 160,012,664 13.40%
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Callahan, Daniel H. United States 160,014,805 13.40%
Campion, Frances Ireland 160,013,574 13.40%
Canelo, Peter J. United States 160,013,515 13.40%
Cardello, Thomas R. United States 160,012,664 13.40%
Carey, James P. United States 160,018,706 13.40%
Carleton, Bruce T. United States 160,021,334 13.40%
Carlin, Jane D. United States 160,018,055 13.40%
Carman, Ronald United States 160,083,554 13.40%
Carr, Louis J. United States 160,106,408 13.40%
Carrafiell, John A. United States 160,016,715 13.40%
Carroll, Jesse L. United States 160,051,321 13.40%
Carruthers, Alan Thomas United Kingdom 160,013,274 13.40%
Casper, Robert Y. United States 160,014,477 13.40%
Cassou, Beatrice M. United States 160,017,618 13.40%
Castellano, Richard R. United States 160,019,245 13.40%
Chamberlain, Paul E. United States 160,016,593 13.40%
Chamberlain, Stephen P. United Kingdom 160,015,382 13.40%
Chammah, Walid A. Lebanon 160,015,473 13.40%
Chandler, Elizabeth R. United States 160,017,884 13.40%
Chang, Victor United States 160,014,253 13.40%
Chasin, Charles United States 160,017,937 13.40%
Chenevix-Trench, Jonathan United Kingdom 160,022,674 13.40%
Chiarello, Guy United States 160,017,879 13.40%
Christianakis, Leonidas Ioannis United Kingdom 160,012,664 13.40%
Churchouse, Frederick P. New Zealand 160,012,664 13.40%
Chutter, Jessica C. Canada 160,016,274 13.40%
Citrino, Mary Anne United States 160,017,723 13.40%
Clark, Mayree C. United States 160,086,130 13.40%
Clark, William Thomas United States 160,029,597 13.40%
Cohen, David L. United States 160,019,228 13.40%
Colby-Jones, Lisa R. United States 160,019,370 13.40%
Coleman, Kevin P. United States 160,013,703 13.40%
Coley, James C. United States 160,017,911 13.40%
Colosimo, Louis A. United States 160,015,539 13.40%
Conway, Andrew J. United States 160,013,567 13.40%
Cooper, Alastair W.P. United Kingdom 160,012,664 13.40%
Cooper, Scott H. Canada 160,017,814 13.40%
Cordy, Stephen C. United States 160,018,341 13.40%
Corley, Kathryn United States 160,262,996 13.42%
Corsi, Stefano Italy 160,014,760 13.40%
Cory, Charles R. United States 160,019,468 13.40%
Cox, Kevin C. United States 160,016,988 13.40%
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Crawford, Stephen S. United States 160,016,988 13.40%
Crnkovich, Peter N. United States 160,019,199 13.40%
Crompton, Bradley Canada 160,012,664 13.40%
Crompton, John D. United Kingdom 160,014,765 13.40%
Cruz, Zoe Greece 160,021,108 13.40%
Cunningham, Michael T. United States 160,367,778 13.43%
Cunningham, Michael John United Kingdom 160,014,684 13.40%
Cunningham, Stephen M. United States 160,013,537 13.40%
Curtis, Michael S. United States 160,017,401 13.40%
Damico, Christopher United States 160,012,664 13.40%
D'Antonio, Stephen H. United States 160,017,598 13.40%
Darst, David M. United States 160,013,268 13.40%
Davidson, John P. United States 160,015,136 13.40%
Davidson, Richard Gavin United Kingdom 160,012,664 13.40%
Davis, Barry United States 160,020,179 13.40%
Davis, Joseph F. United States 160,019,016 13.40%
Day, Jacqueline A. United Kingdom 160,013,674 13.40%
de Balasy, Jean-Jacques Raymond France 160,012,664 13.40%
De Chazal, Guy L. United States 160,020,961 13.40%
de Montfort, Piers United Kingdom 160,018,744 13.40%
De Winton, William Michael Jeffries England 160,012,664 13.40%
Dean, Angela H. United Kingdom 160,013,646 13.40%
Dean, Gordon G. United States 160,017,853 13.40%
Dee, Michael E. United States 160,017,468 13.40%
DeLuca, Anthony United States 160,012,664 13.40%
DeMartini, Richard United States 161,605,983 13.53%
Denaut, James A. United States 160,013,427 13.40%
Derbes, Richard A. United States 160,190,080 13.41%
deRegt, Kenneth M. United States 160,022,138 13.40%
Desalvo, Matthew S. United States 160,018,040 13.40%
Dey, Peter J. Canada 160,012,664 13.40%
Dickman, Michael J. United States 160,017,247 13.40%
Donoghue, Michael J. United States 160,017,643 13.40%
Doran, William M. United States 160,021,108 13.40%
Dorfman, Jonathan L. United States 160,017,643 13.40%
Doshi, Mihir J. United States 160,016,932 13.40%
Drake, George United States 160,013,869 13.40%
Driscoll, Thomas P. United States 160,015,695 13.40%
Dritley, Jeffrey A. United States 160,012,820 13.40%
Dunn, Kenneth B. United States 160,014,267 13.40%
Durrant, James United Kingdom 160,012,664 13.40%
Ebers-Franckowiak, Gay L. United States 160,013,556 13.40%
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Edelstone, Mark L. United States 160,013,026 13.40%
Ehrenkranz, John B. United States 160,015,313 13.40%
Eichorn, Mark D. United States 160,014,645 13.40%
Eifler, Carl M. United States 160,014,108 13.40%
Elliott, Jerry V. United States 160,012,752 13.40%
Ellis, Simon Frederick United Kingdom 160,012,664 13.40%
English, Frank E. United States 160,020,254 13.40%
Epstein, Stuart J. United States 160,016,917 13.40%
Esser, Stephen F. United States 160,014,357 13.40%
Essig, Karl P. United States 160,019,757 13.40%
Estes, Susan M. United States 160,018,260 13.40%
Evans, R. Bradford United States 160,022,963 13.40%
Ewell, C. Daniel United States 160,017,618 13.40%
Fadel, James P. United States 160,013,394 13.40%
Falls, Amy C. United States 160,014,373 13.40%
Farley, Nicholas John United Kingdom 160,012,664 13.40%
Fawcett, Amelia C. United States 160,018,167 13.40%
Feldman, Kirsten J. Canada 160,019,414 13.40%
Feldman, Robert A. United States 160,012,664 13.40%
Feldmann, Joel P. United States 160,014,745 13.40%
Felix, Richard B. United States 160,046,339 13.40%
Fernandez, Henry A. United States 160,016,801 13.40%
Fiedorek, Bruce D. United States 160,022,173 13.40%
Field-Marsham, Scott R. Canada 160,016,814 13.40%
Flannery, Simon United States 160,012,664 13.40%
Francescotti, Mario United Kingdom 160,028,712 13.40%
Francois-Poncet, Andre France 160,012,664 13.40%
Frank, Alexander C. United States 160,017,597 13.40%
Freeman, Ivan K. United States 160,018,509 13.40%
Friedman, Catherine J. United States 160,017,814 13.40%
Friedman, Philip W. United States 160,018,199 13.40%
Friend, Warren H. United States 160,018,389 13.40%
Frost, Ronald X. United States 160,018,171 13.40%
Fung, E. Michael Hong Kong 160,012,664 13.40%
Gallo, Fabrizio Italy 160,013,588 13.40%
Gandhi, Vikram S. India 160,016,582 13.40%
Garber, Victor S. United States 160,019,547 13.40%
Garrison, Robert E. United States 160,017,484 13.40%
Gartin, Clinton G United States 160,030,212 13.40%
Gartland, Robert F. United States 160,012,664 13.40%
Garvey, Andrew United States 160,012,664 13.40%
Gault, Bernard France 160,012,962 13.40%
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Genova, Lisa A. United States 160,017,303 13.40%
Germany, J. David United States 160,014,357 13.40%
Girsky, Stephen J. United States 160,014,032 13.40%
Glascott, James D. United States 160,017,024 13.40%
Goldberg, Alan E. United States 160,021,432 13.40%
Gorman Taylor, Jessica G. United States 160,017,434 13.40%
Goulart, Steven J. United States 160,012,820 13.40%
Gould, Richard G. United States 160,019,697 13.40%
Graham, Gilles United Kingdom 160,013,616 13.40%
Greenberg, Edward M. United States 160,016,073 13.40%
Greenshields, Simon T.W. United Kingdom 160,019,484 13.40%
Greenwald, Jamie United States 160,014,311 13.40%
Gremont, Arnaud Jean-Marie France 160,012,664 13.40%
Grimes, Michael D. United States 160,013,804 13.40%
Gros, Francisco R.A. Brazil 160,014,964 13.40%
Haffner, Lynn C. United States 160,023,235 13.40%
Hager, Francis J. United States 160,017,776 13.40%
Hahn, John C. United States 160,016,401 13.40%
Halliday, Christopher I. United Kingdom 160,012,664 13.40%
Hamada, Toshiyuki Japan 160,012,664 13.40%
Hamilton, Peter F. United States 160,018,193 13.40%
Hantho, Mark A. Canada 160,013,322 13.40%
Hara, Fusao Japan 160,012,664 13.40%
Harding, William J. United States 160,014,456 13.40%
Hardman, E. Davisson United States 160,239,175 13.42%
Harker, Steven John Australia 160,012,664 13.40%
Harland, Christopher M. United States 160,018,976 13.40%
Harpe, Michael G. Canada 160,017,784 13.40%
Harris, Mark United States 160,012,664 13.40%
Harris, Carla A. United States 160,017,127 13.40%
Harris, W. Brooks United States 160,016,029 13.40%
Harvey, Peter United States 160,012,664 13.40%
Havens, John P. United States 160,021,108 13.40%
Hay, Marianne Laing United Kingdom 160,014,444 13.40%
Haythe, David O. United States 160,022,789 13.40%
Hedlund, Mats Mikael Sweden 160,013,964 13.40%
Hegel, Peter United States 160,012,664 13.40%
Hegglin, Daniel R. Switzerland 160,049,888 13.40%
Hendel, Stuart J. United States 160,017,035 13.40%
Hepburn, John K. Canada 160,012,664 13.40%
Herskovitz, Michael D. United States 160,014,879 13.40%
Heyes, Richard C. United Kingdom 160,015,616 13.40%
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Higgins, James F. United States 162,039,245 13.57%
Hoch, James S. United States 160,017,793 13.40%
Hoch, Kenneth C. United States 160,018,153 13.40%
Hoffen, Howard I. United States 160,017,038 13.40%
Hoffman, Michael C. United States 160,017,683 13.40%
Hogan, Jeffrey N. United States 160,013,376 13.40%
Hollihan, John P. United States 160,022,860 13.40%
Holzschuh, Jeffrey R. United States 160,019,166 13.40%
Hoornweg, Roberto Netherlands 160,013,618 13.40%
Hsieh, Jackson United States 160,014,454 13.40%
Hu, Wei-Chung Bradford Taiwan 160,016,792 13.40%
Huang, Susan S. United States 160,016,306 13.40%
Huntley, Kristen S. United States 160,017,618 13.40%
Hyman, John Edward United Kingdom 160,014,432 13.40%
Imanishi, Jun Japan 160,012,664 13.40%
Irish, John S. United States 160,016,977 13.40%
Isasi, Luis Spain 160,012,664 13.40%
Ivey, Tracey H. United States 160,014,357 13.40%
Iyer, Anand S. United States 160,012,820 13.40%
Jacobs, David A. United States 160,015,072 13.40%
Jalouneix, Olivier France 160,012,664 13.40%
James, George Michael United States 160,025,516 13.40%
James, Melissa E. United States 160,016,631 13.40%
Janson, Michael M. United States 160,036,708 13.40%
Jodka, Jonathan D. United States 160,016,288 13.40%
Johansson, Jerker M. Sweden 160,015,727 13.40%
Johnson, David United States 160,039,064 13.40%
Johnson, Margaret Kinsley United States 160,017,490 13.40%
Johnson, R. Sheldon United States 160,171,432 13.41%
Johnson, Theodore J. United States 160,014,205 13.40%
Jones, Alan K. United States 160,015,282 13.40%
Jones, Robert W. United States 160,032,038 13.40%
Joseph, Ravindra J. Sri Lanka 160,017,458 13.40%
Juterbock, Thomas M. United States 160,022,753 13.40%
Kamen, Eric M. United States 160,019,514 13.40%
Kamins, Harold W. United States 160,017,019 13.40%
Kani, Takeo Japan 160,012,664 13.40%
Karches, Peter F. United States 160,023,048 13.40%
Katsuragi, Akio Japan 160,012,664 13.40%
Kauffman, Richard L. United States 160,015,732 13.40%
Kayello, Sammy Lebanon 160,014,392 13.40%
Kelleher, Colm Thomas United Kingdom 160,017,262 13.40%
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Kelley, Scott M. United States 160,017,618 13.40%
Kelly, George J. United States 160,018,923 13.40%
Kelly, Timothy D. United States 160,017,997 13.40%
Kemp, Stephen C. United Kingdom 160,013,242 13.40%
Kempf, Donald G. United States 160,018,140 13.40%
Key, Nigel R. United States 160,014,041 13.40%
Khadjavi, Laya Iran 160,017,425 13.40%
Kilcoyne, Moira A. United States 160,016,403 13.40%
Kim, Eun Sang Korea 160,012,664 13.40%
Kimball, Paul G. United States 160,022,138 13.40%
Kimball, Richard A. United States 160,016,988 13.40%
Kindred, Jonathan B. United States 160,018,509 13.40%
Kirkland, Derek G. United States 160,018,264 13.40%
Kishimoto, Satoshi Japan 160,012,664 13.40%
Klein, Michael F. United States 160,013,807 13.40%
Knee, Jonathan A. United States 160,012,808 13.40%
Koederitz, Candice E. United States 160,021,356 13.40%
Koerling, Heinrich Germany 160,013,458 13.40%
Konolige, Kit United States 160,014,781 13.40%
Kourakos, William United States 160,016,804 13.40%
Kovich, Nicholas J. United States 160,014,357 13.40%
Kreider, Steven K. United States 160,014,219 13.40%
Krom, Frederick B. United States 160,020,179 13.40%
La Roche, Elaine United States 160,022,138 13.40%
Lamountain, Jon United States 160,018,530 13.40%
Lancksweert, Dominique Belgium 160,012,664 13.40%
Landers, John Q. United States 160,017,384 13.40%
Landman, David United States 160,017,952 13.40%
Langford, Thomas R. United States 160,014,281 13.40%
Langsam, Joseph A. United States 160,019,032 13.40%
Lap, Michiel P. Netherlands 160,013,518 13.40%
Latif, Nadir S. United Kingdom 160,014,372 13.40%
Lavelle, Brendan J. United States 160,013,040 13.40%
Leach, Brian United States 160,018,632 13.40%
Lee, Robert P. United States 160,157,258 13.41%
Leimer, Willi Kurt Austria 160,012,664 13.40%
Leitch, Donald S. United States 160,017,705 13.40%
Lenowitz, Scott J. United States 160,017,111 13.40%
Levy, Thomas A. United States 160,016,730 13.40%
Levy, William D. United States 160,014,292 13.40%
Lewis, William M. United States 160,021,108 13.40%
Liang, James L. United States 160,015,625 13.40%
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Lieblich, Steven United States 160,016,896 13.40%
Lipe, L. Alex Australia 160,013,387 13.40%
Lippi, Marco Italy 160,014,168 13.40%
Lipton, Stephen C. United Kingdom 160,014,870 13.40%
Little, James W. United States 160,016,799 13.40%
Liu, Jialin China 160,015,395 13.40%
Loarie, Robert J. United States 160,016,566 13.40%
Lorentzen, Kent R. United States 160,018,443 13.40%
Lovoi, John V. United States 160,013,817 13.40%
Lucaya, Jorge Spain 160,013,098 13.40%
Lyche, Iver United States 160,012,664 13.40%
Lynch, Elizabeth W. United States 160,017,108 13.40%
Macdonald, Gavin L. United Kingdom 160,012,664 13.40%
Mack, John J. United States 160,023,048 13.40%
Mackenzie, Douglas F. United States 160,014,076 13.40%
Maguire, J. Robert United States 160,018,067 13.40%
Mahon, James J. United States 160,021,008 13.40%
Maiwald, Maryann K. United States 160,014,357 13.40%
Mamdani, Mahmoud A. United States 160,018,051 13.40%
Manson, Christopher J. J. United Kingdom 160,015,249 13.40%
Mantz, Jay H. United States 160,014,570 13.40%
Maratos, Jason G. Greece 160,012,664 13.40%
Marcin, Robert J. United States 160,014,152 13.40%
Margolis, Jeffrey United States 160,014,443 13.40%
Markwalter, John S. United States 160,019,804 13.40%
Marren, John W. United States 160,013,469 13.40%
Marsch, Paul Andrew United Kingdom 160,013,598 13.40%
Martin, M. Paul United States 160,017,666 13.40%
Mason, Alexander Maurice Ireland 160,013,350 13.40%
Massot, Sylvain P. United Kingdom 160,013,334 13.40%
Masucci, Ferdinand D. United States 160,019,138 13.40%
Matlock, Scott W. United States 160,015,047 13.40%
McArthur, James New Zealand 160,013,708 13.40%
McCombe, William D. Australia 160,018,207 13.40%
McDonnell, Dennis United States 160,012,664 13.40%
McDonnell, Gail P. United States 160,015,405 13.40%
McDonough, Patrick J. United States 160,017,566 13.40%
McGeehan, John D. United States 160,017,982 13.40%
McGill, James F. United States 160,013,503 13.40%
McGinnis, James P. United States 160,014,552 13.40%
McHugh, Daniel United States 160,013,512 13.40%
McMahon, Franklin D. United States 160,012,812 13.40%
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Medina, Daniel L. United States 160,013,159 13.40%
Meeker, Mary G. United States 160,016,028 13.40%
Melchiorre, Anthony United States 160,012,760 13.40%
Merin, Mitch United States 160,911,639 13.47%
Metzler, Robert A. United States 160,019,708 13.40%
Meuli, Benjamin United Kingdom 160,012,664 13.40%
Meyer, Robert L. United States 160,016,749 13.40%
Micioni, Peter J. United States 160,016,892 13.40%
Milazzo, Jason T. United States 160,013,044 13.40%
Mirat, Pierre Jean Henri France 160,012,664 13.40%
Missett, Bruce M. United States 160,018,266 13.40%
Mizen, Greg E. United States 160,017,437 13.40%
Mizuno, Toshiya Japan 160,012,664 13.40%
Moehlmann, Claus Christian Germany 160,012,766 13.40%
Mogenson, Harvey B. United States 160,013,951 13.40%
Mole, Marie L. United States 160,017,074 13.40%
Moonier, James F. United States 160,017,670 13.40%
Moore, David Neil United Kingdom 160,013,135 13.40%
Moore, Donald A. United States 160,022,184 13.40%
Moore, Duncan Charles Mcnaught United Kingdom 160,016,140 13.40%
More, Daniel B. United States 160,015,453 13.40%
Morgan, David H. United Kingdom 160,015,020 13.40%
Morphett, Jonathan G. United States 160,019,102 13.40%
Mortimer, Patrick J. United States 160,017,341 13.40%
Moscati, Leonard F. United States 160,018,231 13.40%
Mourre, Marc France 160,013,798 13.40%
Mozer, Francine L. United States 160,025,057 13.40%
Mueller, John M. United States 160,016,893 13.40%
Muller, Peter United States 160,015,477 13.40%
Muller, Thomas R. United States 160,019,138 13.40%
Mullin, Sean C.V. Canada 160,016,947 13.40%
Munger, Stephen R. United States 160,019,312 13.40%
Murphy, Charles W. United States 160,017,278 13.40%
Murphy, Devin I. United States 160,016,809 13.40%
Murphy, Kevin C. United States 160,017,784 13.40%
Murray, Eileen K. United States 160,027,981 13.40%
Murray, Peter J. United Kingdom 160,012,664 13.40%
Nagrani, Vineet India 160,012,664 13.40%
Nakada, Kenji Japan 160,012,664 13.40%
Nakamura, Masayoshi Japan 160,012,664 13.40%
Naylor, Margaret P. United Kingdom 160,013,458 13.40%
Nelms, David United States 160,308,584 13.42%
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Neuberger, Mark A. United States 160,016,596 13.40%
Neubert, David L. C. United States 160,014,811 13.40%
Neuwirth, David N. United States 160,017,241 13.40%
Newcomb, Philip V. United States 160,017,893 13.40%
Newhouse, Stephan F. United States 160,021,432 13.40%
Ni Chathmhaoil, Aifric Ireland 160,012,664 13.40%
Nickerson, Kenneth S. United States 160,012,808 13.40%
Nickoll, Benjamin E. United States 160,014,028 13.40%
Nicol, David United Kingdom 160,024,294 13.40%
Niehaus, Christopher J. United States 160,018,066 13.40%
Nosseir, Amr M. United States 160,016,737 13.40%
Notley, Sean J. United Kingdom 160,019,942 13.40%
Nowlin, Kevin M. United States 160,013,729 13.40%
O'Brien, James M. United States 160,018,797 13.40%
Ocampo, Edward J. United States 160,016,736 13.40%
Oelerich, Francis J. United States 160,017,723 13.40%
O'Flynn, Thomas M. Canada 160,017,723 13.40%
O'Friel, Mark L. United States 160,015,879 13.40%
O'Keefe, William B. United States 160,019,436 13.40%
Okubo, Tsutomu Japan 160,012,664 13.40%
O'Leary, William F. United States 160,019,757 13.40%
Olesky, Jonathan D. United States 160,018,079 13.40%
Ong, Ronald Singapore 160,012,664 13.40%
Orem, John R. United States 160,017,303 13.40%
Ormerod, Mark United Kingdom 160,013,152 13.40%
O'Rourke, Raymond J. United States 160,012,664 13.40%
Osborne, Nicholas D. United States 160,014,443 13.40%
Oyarbide, Carlos Alfonso Spain 160,013,310 13.40%
Pace, Joanne United States 160,015,353 13.40%
Palmer, Daniel Garvey United Kingdom 160,012,766 13.40%
Pandit, Vikram S. India 160,021,108 13.40%
Panjwani, Raju H. United States 160,018,089 13.40%
Paris, Pierre Jean France 160,012,664 13.40%
Parr, Gary W. United States 160,015,044 13.40%
Parzick, Joseph E. United States 160,012,664 13.40%
Pasciucco, Gerard United States 160,017,716 13.40%
Pasko, Christopher T. United States 160,015,313 13.40%
Patel, Mukesh D. United States 160,017,936 13.40%
Pavoncelli, Riccardo Italy 160,017,408 13.40%
Pecori Giraldi, Galeazzo Italy 160,012,664 13.40%
Pellecchio, Ralph L. United States 160,019,663 13.40%
Pelosky, Robert J. United States 160,016,444 13.40%
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Penwell, Stephen B. United States 160,016,597 13.40%
Pereira, Ian C.T. Japan 160,016,459 13.40%
Pereira, Paulo C. Portugal 160,012,814 13.40%
Perella, Joseph R. United States 160,015,555 13.40%
Perlman, Mike United States 160,014,767 13.40%
Peruzzi, Hillary Kircher United States 160,014,572 13.40%
Peskin, Michael W. United States 160,014,052 13.40%
Peterson, C. Scott United States 160,017,044 13.40%
Petery, Andras R. United States 160,021,802 13.40%
Petitgas, Franck R. France 160,014,682 13.40%
Petrick, Michael J. United States 160,017,343 13.40%
Phillips, Charles E. United States 160,014,119 13.40%
Phillips, Craig S. United States 160,015,398 13.40%
Pipa, Andrew C. United States 160,018,000 13.40%
Placentra, Daniel R. United States 160,017,306 13.40%
Polsky, Lisa K. United States 160,013,524 13.40%
Porat, Ruth M. United States 160,013,949 13.40%
Porte, Thierry G. United States 160,026,645 13.40%
Portogallo, Richard United States 160,018,480 13.40%
Poulton, Roger United Kingdom 160,018,234 13.40%
Powers, Richard United States 160,367,889 13.43%
Pratt, Frank T. United States 160,022,138 13.40%
Purcell, Philip J. United States 164,976,832 13.81%
Rabin, Michael D. United States 160,015,984 13.40%
Raettig, Lutz Germany 160,012,664 13.40%
Raffel, Andreas Germany 160,013,656 13.40%
Ramachandran, Narayan India 160,013,370 13.40%
Ramakrishnan, Guru K. India 160,016,997 13.40%
Rankin, Charles United Kingdom 160,013,860 13.40%
Rankowitz, Michael L. United States 160,019,422 13.40%
Rault, Joseph M. United States 160,020,121 13.40%
Ravitz, Leslie C. United States 160,016,806 13.40%
Refvik, Olav N. Norway 160,016,855 13.40%
Reicin, Glenn M. United States 160,015,005 13.40%
Reid, William R. United States 160,015,984 13.40%
Reilly, Christine I. United States 160,019,745 13.40%
Remec, Marko C. United States 160,018,976 13.40%
Restaino, Paolo Anthony Italy 160,012,664 13.40%
Richard, Scott F. United States 160,014,357 13.40%
Richter, Maria Del Carmen Panama 160,015,293 13.40%
Riefler, Linda H. United States 160,016,438 13.40%
Riley, Thomas R. United States 160,018,031 13.40%
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Roach, Stephen S. United States 160,018,892 13.40%
Robey, Simon C. United Kingdom 160,013,142 13.40%
Robson, Glenn R. United States 160,015,828 13.40%
Rochat, Christian Pierre Switzerland 160,012,980 13.40%
Rodman, Kevin L. United States 160,018,313 13.40%
Roessler, Gustavo S. United States 160,013,250 13.40%
Roger, Robin United States 160,017,000 13.40%
Rosen, Saul M. United States 160,012,664 13.40%
Rosenthal, Richard S. United States 160,018,479 13.40%
Rowe, Tamsin E.E. United Kingdom 160,016,008 13.40%
Rowley, Andrew F. United States 160,020,359 13.40%
Rubenstein, Alan Martin United Kingdom 160,012,664 13.40%
Runde, James A. United States 160,022,215 13.40%
Russell, David A. United Kingdom 160,017,446 13.40%
Russo, Stefano Italy 160,012,664 13.40%
Rybak, William United States 160,012,664 13.40%
Saito, Makoto Japan 160,012,664 13.40%
Salant, Marshal L. United States 160,018,976 13.40%
Salisbury, Joshua M. United States 160,012,986 13.40%
Salisbury, William R. United States 160,014,412 13.40%
Salzman, Jeffrey H. United States 160,094,720 13.40%
Sama, Alok India 160,017,535 13.40%
Sanders, William J. United States 160,014,283 13.40%
Sandling, M. James United States 160,018,352 13.40%
Sandulli, Richard P. United States 160,013,797 13.40%
Santo, Michael United States 160,055,144 13.40%
Sargent, Robert A. United Kingdom 160,013,458 13.40%
Saucedo, Colette United States 160,012,664 13.40%
Scanlan, Robert United States 160,256,974 13.42%
Schaaff, Harold J. United States 160,017,782 13.40%
Schaefer, John H. United States 160,367,411 13.43%
Scheuer, Alan United States 160,014,953 13.40%
Schlarbaum, Gary G. United States 160,024,357 13.40%
Schneider, Thomas United States 161,755,942 13.54%
Schoder, Andrew O. United States 160,046,499 13.40%
Schuettler, Hans Joerg Germany 160,012,664 13.40%
Schwartz, Richard C. United States 160,015,139 13.40%
Scott, Andrew C. United States 160,019,413 13.40%
Scott, Charles H. United Kingdom 160,015,206 13.40%
Scott, Robert G. United States 160,229,352 13.41%
Scowcroft, John A. United States 160,013,206 13.40%
Scully, Robert W. United States 160,013,502 13.40%
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Sculthorpe, Robert B. United States 160,481,005 13.44%
Scurletis, Dennis T. United States 160,014,152 13.40%
Seery, Christopher S. United States 160,013,626 13.40%
Seigel, Mark A. United States 160,029,028 13.40%
Seiler, Alex W. United States 160,014,078 13.40%
Sella, Roberto M. United States 160,013,919 13.40%
Serra, Loredana United States 160,014,088 13.40%
Sethi, Vinod R. India 160,016,780 13.40%
Shah, Dhiren H. United States 160,018,509 13.40%
Shapiro, John A. United States 160,020,118 13.40%
Sharma, Sutesh K. United Kingdom 160,013,468 13.40%
Shea, Dennis F. United States 160,022,845 13.40%
Shear, Neal A. United States 160,021,432 13.40%
Shelton, Richard David United States 160,016,729 13.40%
Shepardson, Robert M. United States 160,016,306 13.40%
Sherva, Dennis G. United States 160,022,508 13.40%
Shigenari, Yoshihiko Japan 160,016,777 13.40%
Short, Marium A. United States 160,027,502 13.40%
Silver, Caroline Louise United Kingdom 160,012,664 13.40%
Simonyan, Rair Russia 160,012,664 13.40%
Simpson, Justin S. Ireland 160,016,536 13.40%
Sine, Jeffrey A. United States 160,018,886 13.40%
Sipprelle, Dwight D. United States 160,019,032 13.40%
Skov, Andy B. United States 160,014,032 13.40%
Slaughter, J. E. Hoke United States 160,016,037 13.40%
Smith, A. Thomas III United States 160,012,664 13.40%
Smith, Charissa H. United States 160,017,900 13.40%
Smith, Jeffrey W. United States 160,028,073 13.40%
Smith, Judith A. United States 160,019,947 13.40%
Smith, R. Bram United States 160,013,557 13.40%
Smith, William B. United States 160,584,004 13.44%
Soter, Arthur P. United States 160,021,334 13.40%
Spencer, Cordell G. Canada 160,016,857 13.40%
Spingardi, Tomaso Italy 160,013,362 13.40%
Spitzley, Ray L. United States 160,015,462 13.40%
Steele, Kenneth J. United Kingdom 160,012,664 13.40%
Stein, Jens-Peter Germany 160,014,735 13.40%
Steinman, Richard M. United States 160,016,916 13.40%
Stewart, John R. United States 160,019,927 13.40%
Stewart, Colin R. United States 160,015,582 13.40%
Stewart, James C. Canada 160,012,664 13.40%
Stoltz, Murray C. United States 160,013,920 13.40%
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Stott, Peter United Kingdom 160,016,030 13.40%
Stoupnitzky, Gregory A. France 160,012,820 13.40%
Straus, John A. United States 160,019,321 13.40%
Strong, William H. United States 160,016,319 13.40%
Studzinski, John J. United States 160,021,959 13.40%
Stynes, James B. United States 160,024,304 13.40%
Sugio, Kunihiko Japan 160,012,664 13.40%
Sweeney, Francis J. United States 160,017,973 13.40%
Swift, Richard W. United States 160,023,619 13.40%
Szilasi, William J. United States 160,019,213 13.40%
Takaseki, Hitoshi Japan 160,012,664 13.40%
Takasugi, Tetsuo Japan 160,012,664 13.40%
Tanner, James L. United States 160,021,960 13.40%
Tarika, Roger C. United States 160,019,115 13.40%
Taubman, Paul J. United States 160,018,052 13.40%
Tell, Martin R. United States 160,017,276 13.40%
Terreson, Douglas T. United States 160,014,076 13.40%
Tharnstrom, Charles A. United States 160,017,603 13.40%
Thees, Thomas M. United States 160,018,613 13.40%
Thivierge, Ann D. United States 160,016,822 13.40%
Thomas, Owen D. United States 160,017,837 13.40%
Thomas, Richard H. United Kingdom 160,021,938 13.40%
Tierney, Raymond M. United States 160,014,587 13.40%
Tilley, James A. Canada 160,021,432 13.40%
Timmins, David John United Kingdom 160,013,674 13.40%
Tisdale, Andrew A. United States 160,015,828 13.40%
Togut, David M. United States 160,013,357 13.40%
Toldalagi, Paul M. United States 160,013,274 13.40%
Topper, David J. United States 160,019,376 13.40%
Tory, Michael Alexander Canada 160,013,142 13.40%
Toubale, Tarek France 160,012,664 13.40%
Towse, Robert C. United States 160,026,168 13.40%
Tracy, John M. United States 160,018,035 13.40%
Trapp, Goran Par Sweden 160,014,876 13.40%
Trauber, Stephen M. United States 160,012,664 13.40%
Tsai, Andrew S. Hong Kong 160,012,664 13.40%
Tufariello, Anthony B. United States 160,020,029 13.40%
Tulp, Allan J. United States 160,017,281 13.40%
Uva, Michael D. United States 160,017,974 13.40%
Vadala, Charles F. United States 160,020,859 13.40%
Valeiras, Horacio A. United States 160,014,336 13.40%
Valentine, James J. United States 160,012,809 13.40%
</TABLE>
17
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Van Dyke, Henry United States 160,017,723 13.40%
Van Nieuwenhuizen, Jan L. Netherlands 160,014,430 13.40%
Vial, Patrice Jacques France 160,012,664 13.40%
Von Schroder, Benedikt Germany 160,015,838 13.40%
Von Uffel, George Kurt United States 160,017,529 13.40%
Voreyer, Robert J. United States 160,017,378 13.40%
Voute, Gustave A. Netherlands 160,013,150 13.40%
Wadsworth, John S. United States 160,216,263 13.41%
Wager, Malcolm United Kingdom 160,014,314 13.40%
Walker, Sir David Alan United Kingdom 160,013,714 13.40%
Walsh, Frederick R. United States 160,019,711 13.40%
Walsh, Nelson S. United States 160,016,674 13.40%
Warren, David R. United States 160,014,992 13.40%
Wasson, David F. United States 160,017,550 13.40%
Waters, Daniel E. United States 160,014,852 13.40%
Webley, John United Kingdom 160,013,722 13.40%
Weiant, William M. United States 160,014,991 13.40%
Weidner, Jan Germany 160,012,664 13.40%
Westerfield, John E. United States 160,018,024 13.40%
Westerink, Erik J. Netherlands 160,012,868 13.40%
Weston, Michael New Zealand 160,021,258 13.40%
Whalen, Patrick J. United States 160,016,491 13.40%
White, William H. United States 160,017,017 13.40%
Whittington, Marna C. United States 160,014,357 13.40%
Whyte, Gregory J. United States 160,031,791 13.40%
Wien, Byron R. United States 160,033,682 13.40%
Williamson, John MacKay United Kingdom 160,012,664 13.40%
Wilson, Kirk R. United States 160,018,509 13.40%
Winnington-Ingram, Rebecca S. United Kingdom 160,015,622 13.40%
Wipf, Thomas G. United States 160,017,952 13.40%
Wise, Michael R. United States 160,013,084 13.40%
Wolcott, Samuel H. United States 160,346,693 13.42%
Wolkowitz, Benjamin United States 160,024,222 13.40%
Wood, Jerome C. United States 160,019,849 13.40%
Woolworth, Richard G. United States 160,021,259 13.40%
Worley, Richard B. United States 160,013,524 13.40%
Wotowicz, John S. United States 160,015,828 13.40%
Wright, Peter John New Zealand 160,012,664 13.40%
Wright, William H. United States 160,017,231 13.40%
Wu, Chang Gen China 160,012,664 13.40%
Yamamoto, Takatoshi Japan 160,012,664 13.40%
Yang, Ho C. Korea 160,012,664 13.40%
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
Line 1 Line 6 Line 11 Line 13
Percent of Class
Aggregate Amount Represented By
Name Citizenship Beneficially Held Amount in Line 11
<S> <C> <C> <C>
Yankou, Thomas J. United States 160,017,227 13.40%
Young, Astley Tyrell United Kingdom 160,015,292 13.40%
Young, Harrison United States 160,015,737 13.40%
Yuki, Kohei Japan 160,012,664 13.40%
Zaoui, Michael A. France 160,017,708 13.40%
Zhang, Songyi Hong Kong 160,013,943 13.40%
Zimmerman, John United States 160,012,664 13.40%
</TABLE>
19
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per share
(the "MSDW Shares"), of Morgan Stanley Dean Witter & Co., a Delaware
corporation. The merger (the "Merger") of Morgan Stanley Group Inc. ("Morgan
Stanley") with and into Dean Witter, Discover & Co. ("Dean Witter Discover")
was effective as of May 31, 1997. Pursuant to the Merger, Dean Witter
Discover, the surviving corporation of the Merger, changed its name to "Morgan
Stanley, Dean Witter, Discover & Co." ("MSDWD"). As a result of the Merger,
each issued and outstanding share of Morgan Stanley common stock, par value
$1.00 per share (the "MS Shares"), was converted (subject to certain
exceptions) into 1.65 MSDW Shares. On March 24, 1998, MSDWD changed its
corporate name to Morgan Stanley Dean Witter & Co. (the "Company"). The
address of the principal executive office of the Company is 1585 Broadway, New
York, New York 10036.
The Share information contained in this Amendment No. 3 that follows
has been adjusted to reflect a 2-for-1 common stock split effected in the form
of a 100% stock dividend that was paid on January 26, 2000 to holders of
record on January 12, 2000.
Item 2. Identity and Background.
(a)-(c), (f) Appendix A to the cover sheet hereof contains the
names of the persons (the "Reporting Persons") who beneficially own MSDW
Shares that are subject to the voting and any disposition restrictions set
forth in (1) the employee Stockholders' Agreement, as amended, and/or any of
the Plan Agreements or (2) the MAS Agreements or (3) the VKAC Agreements
(collectively, the "Restrictive Agreements"), all as described in Item 6, to
which such persons are party to and on whose behalf this filing is made.
Appendix A to the cover sheet hereof provides the name, citizenship and
aggregate amount beneficially held by each Reporting Person. The business
address of each of the Reporting Persons is 1585 Broadway, New York, NY 10036.
(d)-(e) No Reporting Person during the last five years has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of
Funds or Other Consideration.
The MSDW Shares held by the Reporting Persons are beneficially owned
pursuant to one or more of the following:
(1) Pursuant to the recapitalization (the "Recapitalization")
effective February 14, 1986 in which holders of Morgan
Stanley's then outstanding privately-held common stock and
non-cumulative preferred stock received MS Shares, and
holders of
20
<PAGE>
Morgan Stanley's outstanding $8 cumulative senior preferred
stock received shares of $8 Cumulative Convertible Preferred
Stock, stated value $100 per share (the "Convertible Preferred
Shares"), all of which were subsequently converted into MS
Shares (the MSDW Shares beneficially owned by the Reporting
Persons and resulting from the conversion in the Merger of MS
Shares (including the MS Shares received upon conversion of
the Convertible Preferred Shares) obtained pursuant to the
Recapitalization are referred to herein as "Recapitalization
Shares");
(2) Pursuant to participation in the Company's 1986 Stock Option
Plan (the "Option Plan"), the Company's Performance Unit
Plan (the "PUP Plan"), the Company's 1988 Equity Incentive
Compensation Plan (the "1988 Equity Incentive Plan"), the
Company's 1995 Equity Incentive Compensation Plan (the "1995
Equity Incentive Plan" and, together with the 1988 Equity
Incentive Plan, the "Equity Incentive Plans") and/or the
Company's U.K. Group Profit Sharing Scheme and Plan (the
"U.K. Profit Sharing Scheme") and/or similar employee
benefit plans or arrangements (the Option Plan, the PUP Plan
and the Equity Incentive Plans are referred to collectively
as the "Plans", and the MSDW Shares beneficially owned
pursuant to participation in such Plans and the U.K. Profit
Sharing Scheme being referred to herein as "Benefit Plan
Shares");
(3) Pursuant to the acquisition of MS Shares (which were
subsequently converted in the Merger into MSDW Shares) as
part of the purchase price paid to certain of the Reporting
Persons (the "Former MAS General Partners") in respect of
the sale on January 3, 1996 of their general partnership
interests in Miller Anderson & Sherrerd, LLP, a Pennsylvania
registered limited liability partnership ("MAS"), to Morgan
Stanley Asset Management Holdings Inc., an indirect
wholly-owned subsidiary of the Company ("MSAMHI") (such MSDW
Shares being referred to herein as the "MAS Shares");
(4) Pursuant to the acquisition of MSDW Shares resulting from
the conversion of Exchangeable Redeemable Preferred Stock of
MSAM Holdings II, Inc., a wholly-owned subsidiary of the
Company ("MSAMHII"), stated value $100 per share (the
"MSAMHII Convertible Preferred"), acquired as part of the
purchase price paid to certain of the Reporting Persons (the
"Former VKAC Officers") in exchange for the contribution on
October 31, 1996 of their interest in VK/AC Holding, Inc.
("VKAC") to MSAMHII in conjunction with MSAMHII's
acquisition of VKAC (such MSDW Shares being referred to
herein as the "VKAC Shares"); and
(5) Pursuant to privately negotiated or open market transactions
or participation in various employee benefit and executive
compensation plans of Dean Witter Discover (the "DWD Plans")
(the MSDW Shares beneficially owned pursuant to such
transactions being referred to herein as "Separately
Acquired Shares").
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In addition, many of the Reporting Persons are participants in the
Company's Employee Stock Ownership Plan (the "ESOP"), under which they have
been allocated shares of the Company's ESOP Convertible Preferred Stock (the
"ESOP Preferred Stock") (including shares of Morgan Stanley ESOP Convertible
Preferred Stock that were converted in the Merger into ESOP Preferred Stock).
Each share of ESOP Preferred Stock was convertible into 6.6 MSDW Shares. As of
the date hereof, all of the ESOP Preferred Stock has been converted into MSDW
Shares (the "ESOP Shares"). The MSDW Shares received upon conversion that are
allocated to Reporting Persons are included in the amounts beneficially owned
by such Reporting Persons.
Certain of the Reporting Persons have also contributed MSDW Shares to
private investment funds (the "Funds"). The MSDW Shares held in the Funds are
included in the amounts beneficially owned by the relevant Reporting Persons.
The investment managers of the Funds currently have voting and disposition
power with respect to shares held by the Funds. However, investors in the
Funds have the right to redeem their interests on a daily basis at net asset
value, and may request the investment manager to deliver the shares originally
contributed, to the extent they are still held by the Funds, as all or part of
the redemption proceeds. The number of shares received by an investor upon
redemption may be more or less than the number of shares originally
contributed, depending upon the relative value of such shares and the
investor's interest in the Funds at the date of redemption.
The MS Shares that were converted in the Merger into each Reporting
Person's Recapitalization Shares, if any, were acquired in exchange for such
Reporting Person's shares of Morgan Stanley's privately-held common stock and
non-cumulative preferred stock and/or as a result of the conversion of the
Convertible Preferred Shares; each Reporting Person's Benefit Plan Shares and
ESOP Shares, if any (including the MS Shares that were converted in the Merger
into each Reporting Person's Benefit Plan Shares and shares of ESOP Preferred
Stock that were subsequently converted into ESOP Shares, if any), were
acquired pursuant to the terms of the Plans, the U.K. Profit Sharing Scheme
and the ESOP in consideration of services rendered and, in the case of MSDW
Shares to be acquired pursuant to an exercise of options granted under a Plan,
will be acquired by payment of the exercise price of the option; the MS Shares
that were converted in the Merger into each Former MAS General Partner's MAS
Shares were acquired as part of the purchase price paid in connection with the
sale of their general partnership interests in MAS as described above; the
VKAC Shares were acquired by the Former VKAC Officers upon their exchange of
their shares of MSAMHII Convertible Preferred which were acquired in
consideration for the contribution of their interests in VKAC to MSAMHII in
conjunction with MSAMHII's acquisition of VKAC as described above; and each
Reporting Person's Separately Acquired Shares, if any (including the MS Shares
that were converted in the Merger into each Reporting Person's Separately
Acquired Shares, if any), were acquired by payment of personal funds or as a
gift or pursuant to the terms of various DWD Plans in consideration of
services rendered and, in the case of MSDW Shares to be acquired pursuant to
an exercise of options granted under a DWD Plan, will be acquired by payment
of the exercise price of the option.
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Item 4. Purpose of Transaction.
----------------------
Recapitalization Shares
The Recapitalization was effected as of February 14, 1986, and the
Recapitalization Shares were acquired in order to facilitate an initial public
offering of the MS Shares. Prior to the Recapitalization, the then Managing
Directors and Principals of Morgan Stanley & Co. Incorporated, a subsidiary of
the Company (and, at the time of the Recapitalization, a subsidiary of Morgan
Stanley), owned all of Morgan Stanley's common stock. After the
Recapitalization and the initial public offering of the MS Shares, such
Managing Directors and Principals (as a group) owned approximately 79% of the
MS Shares, the voting and disposition of which were subject to the
Stockholders' Agreement (defined below in Item 6). The voting and disposition
restrictions currently applicable to the Recapitalization Shares are discussed
in Item 6.
Benefit Plan Shares
Subsequent to April 3, 1996 up to an aggregate of 174,932,968 MS
Shares corresponding to 288,639,396 MSDW Shares following the Merger, were
authorized for issuance pursuant to the 1995 Equity Incentive Plan. Awards may
no longer be granted under the Option Plan, the PUP Plan and the 1988 Equity
Incentive Plan, although MSDW Shares beneficially owned pursuant to such plans
(as a result of the conversion of MS Shares in the Merger) remain outstanding.
Each of the Plans is administered by the Compensation Committee of
the Board of Directors (the "Compensation Committee"), which selects the
particular eligible persons who will receive awards under the Plans and many
of the DWD Plans and determines the size and terms of such awards. All members
of the Compensation Committee are outside directors.
Option Plan
The purpose of the Option Plan was to provide an incentive to certain
Managing Directors, Principals, officers, key employees and consultants of the
Company and its subsidiaries ("Certain Personnel") to remain in the employ of
the Company and such subsidiaries and to increase their interest in the
success of the Company by offering them an opportunity to obtain a proprietary
interest in the Company through the grant of options to purchase MS Shares
(all options outstanding at the time of the Merger were converted into options
to purchase MSDW Shares).
Awards were granted under the Option Plan from 1986-1988 ("SOP
Options"); awards may no longer be granted under the Option Plan.
The exercise price of an SOP Option was not permitted to be less than
100% of the fair market value of the MS Shares subject to the SOP Option as of
the grant date, as determined by the Compensation Committee. An SOP Option
became exercisable at a rate of one-third of the number of MS Shares covered
by such option grant after each of the first three anniversaries of the date
of grant, unless the Compensation Committee otherwise provided. All SOP
Options have been exercised or have expired.
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<PAGE>
The individual option agreement entered into by any Reporting Person
pursuant to the Option Plan contains restrictions on voting of any MS Shares
(or following the Merger, MSDW Shares) acquired pursuant to the Option Plan as
discussed in Item 6.
PUP Plan
The purpose of the PUP Plan was to benefit and advance the interests
of the Company and its subsidiaries by rewarding Certain Personnel for their
contributions to the financial success of the Company and thereby motivate
them to continue to make such contributions in the future by awarding
performance units (the "Performance Units") whose value was determined by
reference to earnings per share of the MS Shares over a stated period of time.
Awards were granted under the PUP Plan from 1986-1988; awards may no
longer be granted under the PUP Plan.
The value of a Performance Unit is equal to the Company's
consolidated earnings per share (as determined by the Compensation Committee
in accordance with the terms of the PUP Plan) during the period commencing on
the first date of the Company's fiscal quarter which includes the date as of
which a Performance Unit was awarded (the "Base Date") and ending on the
earlier of (i) the last day of the Company's fiscal year which includes the
date on which such Performance Unit was awarded and (ii) the last day of the
Company's fiscal quarter in which a participant's employment is terminated by
reason of death, long-term disability or retirement, or to such other date as
is determined by the Compensation Committee (the "Valuation Date"). After the
value of Performance Units was determined, such value generally was
distributed to the recipient in equal installments on or as soon as
practicable following each of the first and second anniversaries of the
Valuation Date. The PUP Plan provides that 50% of each installment of such
value is paid in MS Shares, and the balance is paid in cash, although the
Compensation Committee may increase the percentage paid in cash or in MS
Shares. All MS Shares paid to participants in the PUP Plan were converted into
MSDW Shares in the Merger.
The individual PUP Plan agreement entered into by a Reporting Person
pursuant to the PUP Plan contains restrictions on voting and disposition of
any MSDW Shares acquired as discussed in Item 6.
Equity Incentive Plans
The purpose of the Equity Incentive Plans is to attract, retain and
motivate Certain Personnel, to compensate them for their contributions to the
growth and profits of the Company and to encourage ownership by them of MSDW
Shares (or, prior to the Merger, MS Shares). Under the 1995 Equity Incentive
Plan the following individuals are also eligible to receive awards:
nonemployee directors of subsidiaries of the Company; employees and
consultants of joint ventures, partnerships or similar business organizations
in which the Company has an equity or similar interest; and former employees
or former consultants of the Company and of such joint ventures, partnerships
or similar business organizations. The 1995 Equity Incentive Plan was
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<PAGE>
adopted in accordance with the requirements of Section 162(m) of the Code, as
amended, and Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
Awards under the Equity Incentive Plans may be in the form of (i)
stock awards consisting of one or more MSDW Shares granted or offered for sale
to eligible individuals ("Restricted Shares"), (ii) stock units which are
settled by delivery of MSDW Shares ("Stock Units") and/or (iii) nonqualified
options to purchase MSDW Shares ("EIP Options"). Awards under the 1995 Equity
Incentive Plan may also be in the form of incentive stock options, stock
appreciation rights and other forms of equity-based or equity-related awards
as determined by the Compensation Committee; to date, these types of awards
have not been granted. MSDW Shares issued pursuant to the Equity Incentive
Plans may, in the discretion of the Compensation Committee, be made subject to
the same voting restrictions that are set forth in the Stockholders' Agreement
and in the Plan Agreements (as defined in Item 6).
Awards under the Equity Incentive Plans may, in the discretion of the
Compensation Committee, be made in substitution for cash or other compensation
payable to an eligible individual. The Compensation Committee may establish
rules pursuant to which an eligible individual may elect to receive one form
of award in lieu of any other form of award, or may elect to receive
additional awards in lieu of some or all of the cash portion of his
compensation.
An EIP Option entitles the participant to acquire a specified number
of MSDW Shares at an exercise price as determined by the Compensation
Committee. The exercise price may be paid in cash or MSDW Shares or a
combination thereof. The Compensation Committee has also authorized a
"cashless" exercise procedure that affords participants the opportunity to
sell immediately some or all of the MSDW Shares underlying the unexercised
portion of an EIP Option in order to generate sufficient cash to pay the
exercise price and/or to satisfy withholding tax obligations related to the
EIP Option. EIP Options generally expire not later than ten years from the
date of award.
Restoration Option Rights ("RORs") have been granted with respect to
certain EIP Options. An ROR entitles the grantee in respect of an underlying
option (an "Underlying Option"), upon exercise of such Underlying Option at a
time when the grantee is an employee of the Company, and upon tendering MSDW
Shares to the Company in satisfaction of the exercise price of such Underlying
Option, to the automatic one-time grant of an additional EIP Option (a
"Restoration Option") to acquire the number of MSDW Shares equal to the number
of MSDW Shares delivered to pay the exercise price of the Underlying Option,
and delivered or withheld to pay taxes owed as a result of such exercise. The
exercise price of a Restoration Option shall be the closing price of an MSDW
Share on the date of exercise of the Underlying Option. All other terms and
conditions of a Restoration Option, including the expiration date, shall be
the same as the Underlying Option.
Awards were granted under the 1988 Equity Incentive Plan from
1988-1996; awards may no longer be granted under the 1988 Equity Incentive
Plan. No awards shall be made under the 1995 Equity Incentive Plan after April
3, 2006 or, in the case of incentive stock options, November 28, 2005.
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<PAGE>
U.K. Profit Sharing Scheme
MSDW Shares purchased on behalf of certain Reporting Persons pursuant
to the U.K. Profit Sharing Scheme are purchased with profit-sharing awards and
are held pursuant to the terms of the U.K. Profit Sharing Scheme for
investment purposes. Such MSDW Shares are not subject to the restrictions on
voting and disposition contained in any of the Restrictive Agreements.
ESOP Shares
The Company has a $140 million leveraged employee stock ownership
plan, funded through an independently managed trust. The ESOP was established
to broaden internal ownership of the Company and to provide benefits to its
employees in a cost effective manner. ESOP Shares relating to Reporting
Persons are held pursuant to the terms of the ESOP for investment purposes.
Such ESOP Shares are not subject to restrictions on voting and disposition
contained in any of the Restrictive Agreements.
MAS Shares
The acquisition of MAS by MSAMHI (together with two of its
affiliates) was effected on January 3, 1996, and the MAS Shares were acquired
by the Former MAS General Partners as part of the purchase price paid in
connection with the sale of their general partnership interests in MAS. The
voting and disposition of the MAS Shares are subject to the MAS Agreements (as
defined in Item 6). The voting and disposition and other restrictions
currently applicable to the MAS Shares are discussed in Item 6.
VKAC Shares
The acquisition of VKAC by MSAMHII was effected on October 31, 1996,
and the VKAC Shares were acquired by the Former VKAC Officers upon their
conversion of MSAMHII Convertible Preferred which they had acquired in
exchange for the contribution of their interest in VKAC to MSAMHII in
conjunction with MSAMHII's acquisition of VKAC. The voting and disposition of
the VKAC Shares are subject to the VKAC Voting Agreements (as defined in Item
6). The voting and disposition and other restrictions currently applicable to
the VKAC Shares are discussed in Item 6.
Separately Acquired Shares
Separately Acquired Shares are held by Reporting Persons for
investment purposes or pursuant to the DWD Plans. Such MSDW Shares are not
subject to the restrictions on voting and disposition contained in any of the
Restrictive Agreements.
* * *
Except for (i) the acquisition of MSDW Shares issued by the Company
in the ordinary course of business pursuant to the Plans, the U.K. Profit
Sharing Scheme, and the ESOP (ii) the
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<PAGE>
acquisition of MSDW Shares by the Former VKAC Officers upon their exchange of
the MSAMHII Preferred Stock (as defined in Item 6) and (iii) the possible
acquisition from time to time of additional Separately Acquired Shares for
investment purposes or pursuant to the DWD Plans, none of the Reporting Persons
has any plans or proposals which relate to or would result in their acquisition
of additional MSDW Shares.
Subject to the restrictions described in Item 6, dispositions of MSDW
Shares by Reporting Persons may be made from time to time pursuant to (i) Rule
144 under the Securities Act of 1933, as amended (the "Securities Act"), (ii)
a registration statement filed under the Securities Act or (iii) any available
exemption from registration under the Securities Act, and in accordance with
the individual investment objectives of the Reporting Person disposing of such
MSDW Shares.
Except as previously described in this Item 4, the Reporting
Persons as a group do not have any plans or proposals that relate to or would
result in any of the matters described in subparagraphs (a)-(j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Items (11) and (13) of Appendix A to the cover sheet hereof are
hereby incorporated by reference. As of January 12, 2000, the Reporting
Persons as a group may be deemed to beneficially own an aggregate of
180,802,211 MSDW Shares*, or approximately 15.14%, which represents a 2.26%
decrease from the amount reported in Amendment No. 2 of Schedule 13D dated
January 2, 1999 (the "Last Filing"). Since the Last Filing, certain employees
of the Company have become Reporting Persons as the Company granted awards
under the Equity Incentive Plan subject to the Plan Agreements (principally in
connection with fiscal 1999 awards). In addition, since the Last Filing (1)
certain employees were released from the voting restrictions and arrangements
contained in the Stockholders' Agreement, the Plan Agreements, the MAS Voting
Agreements and the VKAC Voting Agreements (defined in Item 6, below); and (2)
the retirement or termination of certain employees became effective with the
result that they are no longer Reporting Persons, certain Reporting Persons
disposed of MSDW Shares and the voting restrictions relating to MSDW Shares
that were issued to certain retired or terminated employees upon the
conversion of Stock Units previously awarded under the Equity Incentive Plans
lapsed.
The Reporting Persons as a group hereby disclaim beneficial ownership
of any MSDW Shares held by any Reporting Person as to which such Reporting
Person has sole voting and dispositive power. Each Reporting Person hereby
disclaims beneficial ownership of any MSDW Shares which may be deemed to be
beneficially owned by other Reporting Persons as members of a group.
Except as described in Schedule I, no Reporting Person has the right
to acquire MSDW Shares during the period of 60 days following January 12,
2000.
- ----------------------
* Includes 20,789,547 MSDW Shares beneficially owned by the Reporting Persons
that are not subject to any of the Restrictive Agreements.
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<PAGE>
(b) Items (7) - (10) of the cover sheet or the information provided
on Appendix A thereto for each of the Reporting Persons are hereby
incorporated by reference.
(c) Except as described in Schedule II, no Reporting Person has
effected any transactions in any MSDW Shares during the period of 60 days
preceding January 12, 2000.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships
with Respect to Securities of the Issuer.
-----------------------------------------
Reporting Persons who own Recapitalization Shares have entered into a
Stockholders' Agreement dated as of February 14, 1986, as amended (the
"Stockholders' Agreement") (Exhibits A, B, and O hereto), which contains
restrictions regarding the voting and disposition of the Recapitalization
Shares. Pursuant to the terms of the Plans, the Compensation Committee has
required that certain participants in such Plans enter into agreements that
place restrictions on the voting and disposition of MSDW Shares acquired
pursuant to such Plans similar to those restrictions set forth in the
Stockholders' Agreement. Reference is hereby made to the terms of the
agreements or certificates that impose such restrictions pursuant to the Plans
(collectively, the "Plan Agreements"), the forms of which are included as
Exhibits G, H, I, J, K, P and Q. Reporting Persons who own MAS Shares have
entered into a Purchase Agreement dated as of June 29, 1995, as amended (the
"MAS Purchase Agreement"), the relevant provisions of which relating to
transfer and other restrictions with respect to the MAS Shares are described
under "MAS Shares" below, and have executed (or agreed to become subject to)
voting agreements (the "MAS Voting Agreements" (substantially in the form of
Exhibit K hereto) and collectively with the MAS Purchase Agreement, the "MAS
Agreements"), that place restrictions on voting and disposition of the MAS
Shares that are substantially similar to restrictions contained in the Plan
Agreements. Former VKAC Officers who own VKAC Shares have executed (or agreed
to become subject to) voting agreements (the "VKAC Voting Agreements"
(substantially in the form of Exhibit K hereto)), that place restrictions on
voting of the VKAC Shares that are substantially similar to restrictions
contained in the Plan Agreements. As discussed above in Item 5, certain
employees were released from the voting restrictions and arrangements
contained in the Stockholders' Agreement and Plan Agreements and certain of
the owners of MAS Shares and VKAC Shares have been released from the voting
restrictions contained in the MAS Voting Agreements and VKAC Voting Agreements
and are, therefore, no longer Reporting Persons. The following descriptions
are qualified in their entirety by reference to the Stockholders' Agreement,
the Plan Agreements, the MAS Agreements and the VKAC Voting Agreements.
Voting Restrictions and Arrangements
Each of the Reporting Persons is a party to one or more of the
Stockholders' Agreement and the Plan Agreements, the MAS Agreements (in the
case of the Former MAS General Partners), and
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<PAGE>
the VKAC Voting Agreements (in the case of the Former VKAC Officers). Pursuant
to the voting restrictions contained in the Stockholders' Agreement, the Plan
Agreements, the MAS Voting Agreements and the VKAC Voting Agreements (such
agreements will cease to have further effect on May 31, 2002), the Reporting
Persons, prior to any vote of the stockholders of the Company at a meeting
called with respect to any corporate action or before action is taken by written
consent (a "Stockholders' Meeting"), may vote all MSDW Shares subject to the
voting restrictions in a preliminary vote in such manner as each Reporting
Person may determine in his sole discretion (the "Preliminary Vote"). At the
subsequent Stockholders' Meeting, the Reporting Persons must then vote all such
MSDW Shares which were voted in the Preliminary Vote on the matter at issue in
accordance with the vote of the majority of the MSDW Shares present and voting
in the Preliminary Vote. Reporting Persons who cease to be employed by the
Company or any of its subsidiaries on or prior to the date of the Preliminary
Vote do not participate in and are not bound by the Preliminary Vote.
Recipients of Restricted Shares under the Equity Incentive Plans are
entitled to exercise voting rights with respect to the MSDW Shares underlying
such awards upon receipt of such awards. On March 6, 1991 the Company
established a trust (the "Trust") pursuant to the Trust Agreement between the
Company and State Street Bank and Trust Company, as Trustee (the "Trustee"),
dated March 5, 1991 (the "Trust Agreement") (Exhibits L, M, N and R) pursuant
to which the MSDW Shares that correspond to Stock Units are placed in the
Trust pending vesting and conversion. Subject to the Company's right to amend
or terminate the Trust at any time, the terms of the Trust Agreement permit
the active employees of the Company who are holders of Stock Units (other than
Certain Personnel in certain non-U.S. jurisdictions as described below) to
direct the vote of the MSDW Shares held in the Trust for purposes of the
Preliminary Vote. In accordance with the terms of the Amended and Restated
Voting Agreement between the Trustee and the Company (Exhibit P), the Trustee
has the obligation to vote the MSDW Shares held in the Trust (including MSDW
Shares corresponding to Stock Units held by former employees, who do not
participate in the Preliminary Vote) in accordance with the result of the
Preliminary Vote.
Restrictions on Disposition and Other Arrangements
Recapitalization Shares, Certain Plans
The Stockholders' Agreement and certain Plan Agreements presently
permit each Reporting Person that is a party thereto to dispose of
Recapitalization Shares and/or MSDW Shares acquired pursuant to certain of the
Plans (together with the Recapitalization Shares, "Total Restricted Stock") in
the following amounts:
% of Total Restricted Stock
Age at Date of Sale Permitted to be Sold
------------------- ---------------------------
35 through 38 10%
39 through 42 Additional 10%
43 through 46 Additional 10%
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47 through 49 Additional 10%
50 and above Additional 10%
If a Reporting Person ceases to be an employee of the Company or any
of its subsidiaries, the Stockholders' Agreement and certain of the Plan
Agreements permit such Reporting Person to dispose of his Total Restricted
Stock without restriction. Reporting Persons may dispose of their Total
Restricted Stock Shares at any time, in any amount regardless of the foregoing
restrictions, with the consent of the Board of Directors of the Company. MSDW
Shares issued to recipients under the PUP Plan and under the jurisdiction of
the United Kingdom are not subject to voting or disposition restrictions.
Equity Incentive Plans
A participant's interest in any Restricted Shares, Stock Units or EIP
Options will vest, the restrictions on the transferability of Restricted
Shares will lapse, Stock Units will convert into MSDW Shares, and any EIP
Options awarded will become exercisable, all in accordance with a schedule
established by the Compensation Committee. The Compensation Committee may,
however, accelerate the vesting of any award, the lapse of restrictions on the
transferability of any Restricted Shares, the date on which Stock Units
convert into MSDW Shares and the date on which any EIP Option first becomes
exercisable. Prior to vesting and the lapse of restrictions on
transferability, none of the awards under the Equity Incentive Plans may be
sold, assigned, exchanged or transferred, pledged, hypothecated or otherwise
disposed of or encumbered. Certain awards under the Equity Incentive Plans,
whether vested or unvested, are also subject to forfeiture in circumstances
specified by the Compensation Committee.
The Company may require a participant to pay a sum to the Company or,
pursuant to reduced MSDW Share delivery provisions, the Company may retain the
number of MSDW Shares having an equivalent value as may be necessary to cover
any taxes or charges imposed with respect to property or income received by a
participant pursuant to the Equity Incentive Plans. In addition, upon
conversion of Stock Units into MSDW Shares or exercise of EIP Options, the
Company may withhold a number of MSDW Shares sufficient to satisfy any
obligation a participant owes to the Company resulting from any payment made
on the participant's behalf under the tax equalization program for expatriate
employees. Under the terms of awards made under the 1995 Equity Incentive
Plan, upon payment of an award of Stock Units or exercise of EIP Options, the
Company may withhold a number of MSDW Shares sufficient to satisfy any
obligation an award recipient owes the Company.
From time to time the Compensation Committee has adopted certain
additional and/or different terms and conditions for the grant of Restricted
Shares and Stock Units to Certain Personnel in certain non-U.S. jurisdictions
to permit such persons to qualify for favorable tax treatment under, or
otherwise to comply with, the laws of such non-U.S. jurisdictions. In such
cases the Company may not issue MSDW Shares corresponding to Stock Units and
recipients may not have the ability to vote or the underlying MSDW Shares may
not be subject to the restrictions on voting described under "Voting
Restrictions and Arrangements" above. The Compensation Committee also has
adopted certain additional and/or different terms and conditions for the grant
of
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EIP Options to Certain Personnel in certain non-U.S. jurisdictions in order
to permit such persons to qualify for favorable tax treatment under the laws
of such non-U.S. jurisdictions.
U.K. Profit Sharing Scheme
The U.K. Profit Sharing Scheme provides that MSDW Shares awarded to
the participants are held by a trustee in the name and on behalf of each
participant for a period of two years from the date of such award (the
"Retention Period"). Each participant is fully vested in, and is the
beneficial owner of, the MSDW Shares held on his behalf as of the award date
of the MSDW Shares. During the Retention Period, a participant may not assign,
pledge or otherwise dispose of such MSDW Shares; however, a participant is
able to instruct the trustee how to vote such MSDW Shares on his behalf.
ESOP Shares
Employees, including Reporting Persons, may instruct the trustee of
the ESOP as to the voting of ESOP Shares allocated to their ESOP accounts. The
ESOP trustee will, subject to the requirements of ERISA, vote the ESOP Shares
that are not allocated to participant accounts in the same proportion as the
allocated ESOP Shares for which voting instructions are received.
MAS Shares
The MAS Shares are subject to the following transfer and other
restrictions under the MAS Purchase Agreement. The MAS Shares issued to each
Former MAS General Partner generally vest in accordance with the following
vesting schedule:
(i) one-sixth of such shares vested on January 3, 1996
(the "MAS Closing Date"); and
(ii) one-sixth of such shares shall vest on each of the next
five succeeding anniversaries of the MAS Closing Date (each date
referred to in this clause (ii), a "Vesting Date");
provided, that no shares registered in the name of any Former MAS General
Partner shall vest on any Vesting Date unless such Former MAS General Partner
is actively employed by Morgan Stanley Asset Management Inc. ("MSAM") on such
Vesting Date pursuant to an employment agreement with MSAM, unless such
failure to be so employed is (a) as a result of such Former MAS General
Partner's death or disability, or (b) as a result of the termination of such
Former MAS General Partner's employment by MSAM without "Cause" or by the
Former MAS General Partner for "Good Reason," as such terms are defined in
such employment agreement. Notwithstanding the foregoing, in the case
described in clause (b) of the foregoing proviso, the continued vesting of
shares as aforesaid shall be subject to the Former MAS General Partner's
continued compliance with the noncompetition, nonsolicitation and
confidentiality provisions of his or her employment agreement with MSAM for a
period of one year from the date of termination of employment, or if shorter,
for a period from the date of termination of employment to December 1, 2000.
If the
31
<PAGE>
Former MAS General Partner does not comply continuously with the provisions for
such period, any remaining unvested shares shall be forfeited as of the date of
the first failure to so comply. Any shares so vested shall thereafter be free of
any such vesting requirements, and any shares which are so forfeited shall be
returned to the Company. Prior to vesting, all MAS Shares shall be
nontransferable.
In accordance with the MAS Voting Agreements, so long as a MAS
General Partner is an employee of the Company or any of its subsidiaries, such
MAS General Partner will be subject to the voting restrictions and procedures
described in the first paragraph under "Voting Restrictions and Arrangements"
above in this Item 6.
VKAC Shares
The Former VKAC Officers also acquired, in exchange for the
contribution of their interests in VKAC to MSAMHII in conjunction with
MSAMHII's acquisition of VKAC, shares of MSAMHII Convertible Preferred that
were issued in four series (Series A through D) and are exchangeable into MSDW
Shares. The Series A, Series B, Series C and Series D MSAMHII Convertible
Preferred may be exchanged, in whole or in part at the option of the holder
thereof, during a 30-day period beginning November 1, 1997, 1998, 1999 and
2000, respectively (provided that the holder is an employee of the Company or
any subsidiary thereof on the first day of the applicable exercise period).
Each share of MSAMHII Convertible Preferred is exchangeable into 6.783145 MSDW
Shares, subject to adjustment from time to time to take into account certain
events relating to the Company or the MSDW Shares that may occur, including
stock dividends or distributions, stock splits, combinations or
reclassifications, consolidations or mergers. Generally, the right of a holder
to exchange shares of a series of the MSAMHII Convertible Preferred expires at
the close of business on the last day of the exercise period applicable to
such series. However, upon the occurrence of certain events, such as
termination of employment without cause, death or long term disability, or a
change of control of MSAMHII or the Company, the holder of the MSAMHII
Convertible Preferred has the right to exchange shares of any series of
MSAMHII Convertible Preferred for MSDW Shares, provided that the exercise
period applicable to such series has not expired prior to the date of such
event. The Merger constituted an event which entitled the holders of MSAMHII
Convertible Preferred to exchange their MSAMHII Convertible Preferred for MSDW
Shares.
Pursuant to a Registration Rights Agreement dated as of October 31,
1996 among Morgan Stanley and the Former VKAC Officers, the Former VKAC
Officers have certain limited registration rights in respect of MSDW Shares
received upon an exchange of the MSAMHII Convertible Preferred and are subject
to certain transfer restrictions on their shares of MSAMHII Convertible
Preferred Stock.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Certain of the following exhibits, as indicated parenthetically, were
previously filed as exhibits to registration statements or reports filed by
the Company or Morgan Stanley under the Securities Act or the Exchange Act,
respectively, or reports filed by the Reporting Persons under
32
<PAGE>
the Exchange Act, and are hereby incorporated by reference to such statements or
reports. The Exchange Act file number of the Company is 1-11758. Prior to the
Merger, the Exchange Act file number of Morgan Stanley was 1-9085.
Exhibit A Stockholders' Agreement dated February 14, 1986 among
certain Reporting Persons and Morgan Stanley (Morgan
Stanley's Annual Report on Form 10-K for the fiscal year
ended January 31, 1993).
Exhibit B Form of Consent and Amendment dated as of January 31, 1996
between Morgan Stanley and certain signatories to the
Stockholders' Agreement referred to in Exhibit A (Morgan
Stanley's Annual Report on Form 10-K for the fiscal period
ended November 30, 1995).
Exhibit C Morgan Stanley Group Inc. 1986 Stock Option Plan, as
amended and restated to date (Morgan Stanley's Annual
Report on Form 10-K for the fiscal year ended January 31,
1993).
Exhibit D Morgan Stanley Group Inc. Performance Unit Plan, as
amended and restated to date (Morgan Stanley's Annual Report
on Form 10-K for the fiscal year ended January 31, 1993).
Exhibit E Morgan Stanley Group Inc. 1988 Equity Incentive
Compensation Plan, as amended and restated to date (Morgan
Stanley's Annual Report on Form 10-K for the fiscal year
ended January 31, 1993).
Exhibit F Morgan Stanley Group Inc. 1995 Equity Incentive
Compensation Plan (Morgan Stanley's Proxy Statement for
1996 Meeting of Stockholders).
Exhibit G Form of Nonqualified Stock Option Agreement Under the
Morgan Stanley Group Inc. 1986 Stock Option Plan
(Morgan Stanley's Registration Statement on Form S-8
(No. 33-42464)).
Exhibit H Form of Award Agreement Under the Morgan Stanley Group Inc.
Performance Unit Plan (Morgan Stanley's Registration
Statement on Form S-8 (No. 33-42464)).
Exhibit I Form of Stock Unit Certificate Under the Morgan Stanley
Group Inc. 1988 Equity Incentive Compensation Plan
(previously filed as Exhibit V with Amendment No. 5 to the
Reporting Persons' Schedule 13D dated December 31, 1990
relating to MS Shares).
Exhibit J Form of Stock Option Certificate Under the Morgan
Stanley Group Inc. 1988 Equity Incentive Compensation
Plan (previously filed as Exhibit W with Amendment No. 5 to
the Reporting Persons' Schedule 13D dated December 31, 1990
relating to MS Shares).
33
<PAGE>
Exhibit K Form of Voting Agreement Under the Morgan Stanley Group Inc.
1988 Equity Incentive Compensation Plan (previously
filed as Exhibit X with Amendment No. 5 to the Reporting
Persons' Schedule 13D dated December 31, 1990 relating to
MS Shares).
Exhibit L Trust Agreement between Morgan Stanley and State Street
Bank and Trust Company dated March 5, 1991 (Morgan Stanley's
Annual Report on Form 10-K for the fiscal year ended January
31, 1993).
Exhibit M First Amendment to Trust Agreement dated April 3, 1996
between Morgan Stanley and State Street Bank and Trust
Company (Morgan Stanley's Annual Report on Form 10-K for the
fiscal year ended November 30, 1996).
Exhibit N Second Amendment to Trust Agreement dated May 31, 1997
between the Company and State Street Bank and Trust Company
(previously filed as Exhibit O with Amendment No. 1 to the
Reporting Persons' Schedule 13D dated May 31, 1997 relating
to MS Shares).
+Exhibit O Form of Consent and Amendment dated as of December 14,
1999 among the Company and certain signatories to the
Stockholders' Agreement referred to in Exhibit A.
+Exhibit P Form of Amended and Restated Voting Agreement dated
December 14, 1999 among the Company, State Street Bank and
Trust Company and other persons signing similar agreements.
+Exhibit Q Form of Amended and Restated Voting Agreement among the
Company and other persons signing similar agreements.
+Exhibit R Third Amendment to Trust Agreement dated as of November
30, 1999 between the Company and State Street Bank and Trust
Company.
+Exhibit S Form of Consent and Amendment among the Company and certain
officers of the Company.
----------
+Filed herewith.
34
<PAGE>
Schedule I
RIGHTS TO ACQUIRE MSDW SHARES
-----------------------------
As of March 12, 2000 (60 days from January 12, 2000), 677 Reporting
Persons have the right to acquire 55,070,553 MSDW Shares pursuant to the
exercise of options. No Reporting Person individually has options presently
exercisable covering more than 1% of the MSDW Shares outstanding as of the
date hereof.
35
<PAGE>
Schedule II
RECENT TRANSACTIONS
During the period of 60 days preceding January 12, 2000, 233
Reporting Persons sold an aggregate of 4,834,362 MSDW Shares at average prices
ranging from $53.31 to $68.97 per MSDW Share, and/or effected a transfer by
gift of an aggregate of 447,678 MSDW Shares. Such sales were effected pursuant
to exemptions under the Securities Act of 1933, as amended. During such
period, no Reporting Person individually disposed of a number of MSDW Shares
exceeding 1% of the MSDW Shares outstanding.
During such period, no Reporting Person individually acquired MSDW
Shares in excess of 1% of the MSDW Shares outstanding.
36
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 18, 2000
By: /s/ Martin M. Cohen
-------------------------
Martin M. Cohen
Attorney-in-Fact
37
<PAGE>
EXHIBIT O
CONSENT AND AMENDMENT
To Morgan Stanley Dean Witter & Co.:
I confirm that I am a stockholder of Morgan Stanley Dean Witter & Co.
(the "Company") and a party to the Stockholders' Agreement, dated as of
February 14, 1986, as amended, among the Company, as successor to Morgan
Stanley Group Inc., and each of the stockholders who is a party thereto (the
"Agreement").
I hereby consent to the following amendments of the Agreement, effective
December 14, 1999, that:
1. All stockholders who are parties to the Agreement holding the
title of Principal with the Company or its subsidiaries are
released from the Agreement, including the provisions of
Articles II and IV of the Agreement, and Appendix A to the
Agreement shall be amended so that the names of those
signatories holding the title of Principal with the Company as
of December 14, 1999 shall be removed;
2. The Agreement shall continue to be governed by the laws of the
State of Delaware (including without limitation the 1994
amendments to Section 218 of the Delaware General Corporation
Law (the "DGCL")); and
3. My undertakings and covenants set forth in the Agreement,
including, without limitation, my covenants with respect to the
voting of shares of common stock of the Company, shall continue
in full force and effect (notwithstanding the limitation on the
term of stockholder voting agreements and voting trust
agreements imposed by Delaware law prior to the 1994 amendments
to Section 218 of the DGCL) until they have terminated or
expired in accordance with the terms of the Agreement, as so
amended.
IN WITNESS WHEREOF, I have executed this Consent and Amendment as of the
date indicated below.
Signature: _________________________
Name (please print): _________________________
Date: _________________________
<PAGE>
EXHIBIT P
AMENDED AND RESTATED VOTING AGREEMENT
This AMENDED AND RESTATED VOTING AGREEMENT (the "Agreement") is made
as of the date set forth on the signature page hereof by and among (i) Morgan
Stanley Dean Witter & Co., a Delaware corporation (the "Company"), as
successor to Morgan Stanley Group Inc. ("Morgan Stanley Group"), (ii) State
Street Bank and Trust Company (the "Trustee"), as trustee under the Trust
Agreement dated March 5, 1991 (the "Trust Agreement"), and (iii) each other
person subject to this Agreement or a voting agreement substantially similar
to this Agreement (collectively, the "Parties").
R E C I T A L S
- - - - - - - -
WHEREAS, Morgan Stanley Group and the Trustee entered into the
voting agreement, dated as of March 5, 1991 (the "Original Voting Agreement"),
by and among Morgan Stanley Group, the Trustee and each other person signing a
voting agreement substantially in the form of the Original Voting Agreement;
and
WHEREAS, effective May 31, 1997, Morgan Stanley Group merged with
and into the Company and the Company succeeded to Morgan Stanley Group's
rights and obligations under the Original Voting Agreement; and
WHEREAS, various awards (either outstanding or future) of shares of
the Company's common stock, par value $0.01 per share ("Company Stock"),
options to acquire shares of Company Stock, and stock units payable in the
form of shares of Company Stock under certain plans and arrangements of the
Company, are conditioned on the individuals who receive such awards agreeing
to the terms of an agreement substantially in the form of the Original Voting
Agreement; and
WHEREAS, the Parties now desire to amend and restate the Original
Voting Agreement.
A G R E E M E N T
- - - - - - - - -
The Parties hereto agree as follows:
1. Definitions. The terms used herein that are not otherwise defined herein,
-----------
unless the context otherwise requires, shall have the meanings specified
(i) in the instrument documenting the award pursuant to which the stock
units, options to acquire Shares of Company Stock, and Shares (as defined
below) subject to the provisions of this Agreement were granted, and (ii)
in the Company plan or arrangement pursuant to which such award was
granted. For purposes of this Agreement only, the following words and
phrases shall have the following meanings, unless the context otherwise
requires:
<PAGE>
(a) The term "own," when used in reference to Shares, shall mean any
Shares owned of record or beneficially.
(b) The term "Shares" shall mean shares of Stock (as defined below).
(c) The term "Stock" shall mean Company Stock or stock of any successor
to the Company by merger or otherwise.
2. Restrictions on Voting of Shares. The Trustee agrees to be bound by the
--------------------------------
following provisions with respect to a Preliminary Vote (as defined
below) in respect of the Shares.
(a) Preliminary Vote. Before any vote of the stockholders of the Company
----------------
at a meeting called with respect to any corporate action or before
action is taken by stockholders of the Company by written consent, a
vote (the "Preliminary Vote") shall be taken of those stockholders
of the Company who are subject (i) to this Agreement, (ii) to
Article IV of that certain stockholders' agreement, dated February
14, 1986, as amended (the "Stockholders' Agreement"), among the
Company, as successor to Morgan Stanley Group, and the stockholders
listed in Appendix A thereto (as the same may be supplemented,
amended and modified from time to time), and (iii) to any other
agreement to which the Company and one or more stockholders of the
Company are parties containing provisions substantially similar to
those contained in this Section 2, whether now in existence or
hereinafter entered into. Such Preliminary Vote shall be taken in
accordance with procedures established from time to time by the
Board or a committee designated by the Board, upon all such matters
upon which such stockholder vote or other action is proposed to be
taken. In connection with such Preliminary Vote, the Trustee shall
be permitted to vote the Shares then owned by the Trustee in the
manner set forth in the Trust Agreement.
(b) Voting by the Trustee. At any meeting of the stockholders of the
---------------------
Company called to vote with respect to any corporate action, or
where action by stockholders of the Company is taken by written
consent, the Trustee shall be required to vote or act by written
consent with respect to all the Shares corresponding to stock units
awarded to Trust Beneficiaries (as such term is defined in the Trust
Agreement) then owned by the Trustee, as trustee, on all such
matters on which action is proposed to be taken in accordance with
the vote of the majority of the Shares present (in person or by
proxy) and voting in the Preliminary Vote.
(c) Proxy Requirement. For purposes of effecting any vote described in
-----------------
Section 2(b) of this Agreement, the Trustee shall be required to
grant to the Secretary of the Company, or any officer designated in
writing by the Secretary at least five (5) days prior to the meeting
of stockholders of the Company called to vote with respect to any
action or the taking of action by stockholders of the Company by
written consent, a proxy (i) to vote the Trustee's Shares
corresponding to stock units awarded to Trust Beneficiaries at such
meeting or to take such action by written consent with respect to
such Shares, in each case in accordance with Section 2(b) of this
Agreement, and (ii) to vote such Shares in such proxyholder's
2
<PAGE>
discretion upon any other business which properly comes before such
meeting. The Trustee shall agree that any such proxy so granted
shall not be revoked prior to any such meeting or the taking of any
such action by written consent.
(d) Lapse of Restrictions Upon Transfer of Shares. The Trustee shall not
---------------------------------------------
be bound by this Agreement as to Shares that are no longer held in
trust by the Trustee but such Shares shall continue to be subject to
this Agreement if the Trust Beneficiary is a party to this Agreement
by reason of being subject to a voting agreement containing
provisions substantially similar to those contained in this Section
2, it being recognized that a release by the Company of persons
subject to such voting agreements containing provisions
substantially similar to those contained in Section 2 shall
terminate the application of this Agreement as to Shares held by
such persons.
3. Term. The undertakings and covenants of the undersigned set forth in this
----
Agreement, including, without limitation, the covenants of the
undersigned with respect to the voting of Shares shall continue in full
force and effect through and including May 31, 2022 unless previously
renewed or extended, or until they have terminated or expired in
accordance with the terms hereof.
4. Successors and Assigns. This Agreement and all the terms and provisions
----------------------
hereof shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns, including any successors by
merger or otherwise.
5. Signature in Counterparts. This Agreement may be signed in counterparts,
-------------------------
each of which shall be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the entities named below has caused this
Agreement to be executed by its duly authorized representative as of this 14th
day of December, 1999.
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Martin M. Cohen
-------------------
Name: Martin M. Cohen
Title: Assistant Secretary
STATE STREET BANK AND TRUST COMPANY
By: /s/ Christine R. Walsh
----------------------
Name: Christine R. Walsh
Title: Vice President
3
<PAGE>
EXIHIBT Q
AMENDED AND RESTATED VOTING AGREEMENT
This AMENDED AND RESTATED VOTING AGREEMENT (the "Agreement") is made
as of the date set forth below by and among Morgan Stanley Dean Witter & Co., a
Delaware corporation (the "Company"), the individual named on the signature
page of this Agreement (the "Participant") and each other person signing a
voting agreement substantially similar to this Agreement (collectively, the
"Parties").
R E C I T A L S
- - - - - - - -
WHEREAS, certain awards (either outstanding or future) of shares of
the Company's common stock, par value $0.01 per share ("Company Stock"),
options to acquire shares of Company Stock or stock units payable in the form
of shares of Company Stock under certain plans and arrangements of the Company
are conditioned on Participants' agreeing to the terms of this Agreement;
WHEREAS, Participant, together with each other person subject to (i)
this Agreement, (ii) Article IV of the Stockholders' Agreement (as defined in
Section 2(a) hereof), or (iii) any agreement to which the Company and one or
more stockholders of the Company are parties containing provisions
substantially similar to those contained in Section 2 hereof, whether now in
existence or hereinafter entered into, may be deemed to constitute a "group"
(the "Section 13 Group") with respect to the beneficial ownership of the
Shares for purposes of Rule 13d-1 and Schedule 13D promulgated by the
Securities and Exchange Commission; and
WHEREAS, Participant is currently a party to one or more voting
agreements (the "Voting Agreements") with the Company substantially similar to
this Agreement and the Parties' desire to amend and restate such Voting
Agreements.
A G R E E M E N T
- - - - - - - - -
The Parties agree to amend and restate the Voting Agreements as
follows:
1. Definitions. Capitalized terms used and not defined herein shall have the
-----------
meanings specified (i) in the instrument documenting the award pursuant
to which the stock units, options to acquire shares of Company Stock or
Shares (as defined below) subject to the provisions of this Agreement
were granted, and (ii) in the Company plan or arrangement pursuant to
which such award was granted. For purposes of this Agreement only, the
following words and phrases shall have the following meanings, unless the
context otherwise requires:
(a) The term "employee" shall mean any person actively employed by the
Company or any Subsidiary thereof, or both, who receives regular and
stated compensation other than a pension, consulting fee, retainer
or disability payment (as payable under the Company's long-term
disability plan applicable to the Participant).
<PAGE>
(b) The term "own," when used in reference to Shares of Stock (as
defined below), shall mean any Shares owned of record or
beneficially, but shall not include Shares underlying unexercised
options.
(c) The term "Shares" shall mean shares of Stock acquired pursuant to
any award under any plan or arrangement of the Company (or any
predecessor or successor to the Company by merger or otherwise) that
is conditioned upon the Participant's agreement to be bound by this
Agreement or an agreement substantially similar to this Agreement.
(d) The term "Stock" shall mean Company Stock or stock of any successor
to the Company by merger or otherwise.
2. Restrictions on Voting of Shares. As a condition to the effectiveness of
--------------------------------
any award granted concurrently or hereafter pursuant to any plan or
arrangement that is conditioned upon the Participant's agreement to be
bound by this Agreement, the Participant agrees to be bound by the
following provisions with respect to a Preliminary Vote (as defined
below) in respect of the Shares.
(a) Preliminary Vote. Before any vote of the stockholders of the Company
----------------
at a meeting called with respect to any corporate action or before
action is taken by stockholders of the Company by written consent, a
vote (the "Preliminary Vote") shall be taken of those stockholders
of the Company who are subject (i) to this Agreement, (ii) to
Article IV of that certain stockholders' agreement (the
"Stockholders' Agreement"), dated February 14, 1986, as amended,
among the Company and the stockholders listed in Appendix A thereto
(as the same may be supplemented, amended and modified from time to
time), and (iii) to any other agreement to which the Company and one
or more stockholders of the Company are parties containing
provisions substantially similar to those contained in this Section
2, whether now in existence or hereafter entered into. Such
Preliminary Vote shall be taken in accordance with procedures
established from time to time by the Board or a committee designated
by the Board, upon all such matters upon which such stockholder vote
or other action is proposed to be taken. In connection with such
Preliminary Vote, the Participant shall be permitted to vote the
Shares then owned by the Participant in such manner as the
Participant may determine in the Participant's discretion.
(b) Voting by the Participant While an Employee. At any meeting of the
-------------------------------------------
stockholders of the Company called to vote with respect to any
corporate action or where action by stockholders of the Company is
taken by written consent, the shares of Stock of any Participant who
participated in the Preliminary Vote, if an employee at the time of
the Preliminary Vote, will be voted in accordance with the vote of
the majority of the shares of Stock voted in the Preliminary Vote,
and a Participant who was an employee of the Company at the time of
the Preliminary Vote but who did not participate in the Preliminary
Vote must, if such Participant desires to vote the Participant's
Shares that are subject to the Voting Agreements, vote such shares
in accordance with the vote of the majority of the Shares voted in
the Preliminary Vote.
2
<PAGE>
(c) Proxy Requirement. For purposes of effecting any vote described in
-----------------
Section 2(b) of this Agreement, the Participant shall be required to
grant to the Secretary of the Company, or any officer designated in
writing by the Secretary at least five (5) days prior to the meeting
of stockholders of the Company called to vote with respect to any
action or the taking of action by stockholders of the Company by
written consent, a proxy (i) to vote the Participant's Shares at
such meeting or to take such action by written consent with respect
to such Shares, in each case in accordance with Section 2(b) of this
Agreement, and (ii) to vote such Shares in such proxyholder's
discretion upon any other business which properly comes before such
meeting. The Participant shall agree that any such proxy so granted
shall not be revoked prior to any such meeting or the taking of any
such action by written consent.
(d) Lapse of Restrictions Upon Termination of Employment or Transfer of
-------------------------------------------------------------------
Shares. Any voting restrictions (including the right and obligation
------
to vote in the Preliminary Vote) applicable to the Participant's
Shares shall continue in effect for so long as the Participant (i)
continues to be an employee and (ii) continues to own any Shares
subject to this Agreement. Shares that are no longer owned by the
Participant shall not be subject to this Agreement.
3. Filing of Joint Schedule 13D. The Participant agrees to be bound by the
----------------------------
following provisions regarding a joint filing of a Schedule 13D.
(a) Joint Schedule 13D. In the event that the Participant is required to
------------------
file a Schedule 13D with respect to the Shares owned beneficially by
him (as determined by Rule 13d-3 of the Securities Exchange Act of
1934), the Participant shall promptly file a single statement
together with other members of the Section 13 Group containing the
information required by Schedule 13D and such Schedule 13D shall be
filed on behalf of the Section 13 Group.
(b) Responsibilities of the Participant with Respect to the Schedule
----------------------------------------------------------------
13D. The Participant shall cooperate fully with the other Parties to
---
achieve the timely filing of any Schedule 13D that may be required
and any required amendments to any such Schedule, and the
Participant shall be responsible for the completeness and accuracy
of the information concerning the Participant contained therein, but
shall not be responsible for the completeness or accuracy of the
information concerning any other member of the Section 13 Group
contained therein, unless the Participant knows or has reason to
believe that such information is inaccurate.
(c) Notices and Communications. The Secretary, or any Assistant
--------------------------
Secretary, shall be designated as the person authorized to receive
notices and communications with respect to the Schedule 13D and any
amendments thereto.
(d) Appointment of Attorney-in-Fact. The Participant hereby appoints the
-------------------------------
Secretary, or any Assistant Secretary, each acting singly, his
attorney-in-fact, with full power of substitution and
resubstitution, for Participant and in Participant's name, place and
stead, in any and all capacities, to sign any Schedule 13D required
to be filed on behalf
3
<PAGE>
of the Schedule 13 Group, and any and all amendments thereto, and any
other documents required to be filed in connection therewith with the
Securities and Exchange Commission.
(e) Duration of Agreement to File a Joint Schedule 13D. Any requirements
--------------------------------------------------
applicable to Participant with respect to the filing of a Schedule
13D set forth herein shall continue in effect for so long as the
Participant is subject to the voting restrictions contained in this
Agreement.
4. Consent to Release of Principals and Certain Other Officers. The
-----------------------------------------------------------
Participant hereby acknowledges that persons holding the title of
Principal (or its equivalent) with the Company or one of the Company's
Subsidiaries have been released, effective December 1, 1999, from voting
arrangements substantially similar to this Agreement and the Participant
hereby consents to such release and to the termination of such voting
arrangements.
5. Term. The undertakings and covenants of the undersigned set forth in this
----
Agreement, including, without limitation, the covenants of the
undersigned with respect to the voting of Shares shall continue in full
force and effect through and including May 31, 2022, unless previously
renewed or extended, or until they have terminated or expired in
accordance with the terms hereof.
6. Governing Law. This Agreement shall be governed by the laws of the State
-------------
of Delaware, excluding any conflicts or choice of law rule or principle
that might otherwise refer construction or interpretation of this
Agreement to the substantive law of another jurisdiction.
7. Successors and Assigns. This Agreement and all the terms and provisions
----------------------
hereof shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns, including any successor by
merger or otherwise.
8. Signature in Counterparts. This Agreement may be signed in counterparts,
-------------------------
each of which shall be an original but all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF, each of the Parties has duly executed this Agreement
as of this ____ day of __________, 1999.
By: ________________________________
Print Name:
MORGAN STANLEY DEAN WITTER & CO.
By:____________________________
4
<PAGE>
EXHIBIT R
THIRD AMENDMENT TO TRUST AGREEMENT
This Amendment Agreement, is made as of the 30th day of November,
1999, by and between MORGAN STANLEY DEAN WITTER & CO.., a Delaware corporation
(the "Conwany"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company (the "Trustee").
R E C I T A L S:
- - - - - - - -
WHEREAS, the Company and the Trustee are parties to a Trust
Agreement, dated as of March 5, 1991, as heretofore amended (the "Trust
Agreement"; terms used herein without definition shall have the meanings
ascribed to such terms in the Trust Agreement); and
WHEREAS, the Company and the Trustee now desire to amend the Trust
Agreement in the manner set forth herein;
NOW, THEREFORE, for good and valuable consideration, the parties
hereto hereby agree as follows:
1. Amendment to the definition of "Plan"
The first recital contained in the Trust Agreement is deleted in its
entirety and replaced with the following:
"WHEREAS, certain Managing Directors, Principals, officers, other
key employces and consultants, among others, of the Company or
certain subsidiaries thereof ("Participants") are eligible to receive
shares (the "Benefits") of Morgan Stanley Dean Witter & Co. common
stock, par value $0.01 per share (the "Company Stock"), pursuant to
awards of stock units under any of the following plans of Lhe
Company:
. The 1988 Equity Incentive Compensation Plan;
. The 1995 Equity Incentive Compensation Plan;
. The Employees' Equity Accumulation Plan; and
. Each other plan which the Company identifies to the Trustee in
accordance with Section 11 of this Agreement
<PAGE>
2
(as each may be amended, supplemented, replaced or extended, or any
successor plan providing for similar benefits or awards, being
hereinafter referred to collectively as the "Plan"). Copies of the
first three of which plans cited above are attached hereto as
Exhibits A, B and C, respectively, and made a part hereof; and".
2. Amendment to allow the Trust to hold shares not allocated to Plan awards
The final sentence of Section 1(a) of the Trust Agreement is deleted
and replaced in its entirety as follows:
"The Trust shall be funded only with shares of Company Stock, or
cash to purchase such shares. Shares of Company Stock contributed to
the Trust or purchased with cash so contributed shall either be
allocated to stock units awarded under the Plan ("Allocated Shares")
or be held in the Trust pending allocation to such stock units or
other equity-based awards ("Unallocated Shares"). For purposes
hereof, Unallocated Shares include shares of Company Stock held in
the Trust that were considered Allocated Shares when contributed
to, or purchased with cash held by, the Trust, but for which the
corresponding stock units awarded under the Plan have been
forfeited. In addition, the Trustee may retain up to one thousand
dollars ($1,000.00) in cash or short term instruments for payment of
expenses and liabilities of the Trust."
3. Amendment relating to the distribution of dividends
Section 1(f) of the Trust Agreement is deleted and replaced in its
entirety as follows:
"Any cash dividend paid in respect of Allocated Shares held in the
Trust shall be distributed by the Trustee to Trust Beneficiaries as
directed by the Company, and any such cash dividend paid in respect
of Unallocated Shares held in the Trust shall be paid to a
charitable, educational or similar not-for-profit foundation,
institution or other organization designated by the Company at the
time of payment (a "Designated Charity"). In no event shall any such
cash dividend be distributed to the Company. The Company shall act
as agent for the Trustee in making such distributions unless
the Trustee gives the Company 90 days notice, in writing, that the
Trustee does not want the Company to act as its agent. The Trustee
may require the Company to provide certification of its distributions
to Trust Beneficiaries in respect of Allocated Shares and other
parties in respect of Unallocatcd Shares. Any other dividend or
distribution made with respect to the shares of Company Stock held
in the Trust shall be distributed to the Trustee and delivered by
the Trustee to the Company for disposition by the Company (i) in the
<PAGE>
3
case of Allocated Shares, in accordance with the Plan and awards
granted thereunder and (ii) in the case of Unallocated Shares, to a
Designated Charity as directed by the Company at the time of
payment, but in no event shall any such dividend or distribution,
or any proceeds resulting from a sale or other disposition thereof,
be distributed to the Company."
4. Amendment relating to distribution of shares and other assets remaining in
the Trust upon termination of the Trust
A. The heading of Section 4 is amended to read "Term of the Trust
-----------------
and Payments in connection with Termination of the Trust."
- --------------------------------------------------------
B. The second sentence of Section 4 is deleted and replaced in its
entirety as follows:
"Upon any termination of the Trust, all Unallocated Shares of
Company Stock and other assets, if any, held in the Trust shall be
distributed as directed by the Company, but in no event shall any
such shares or assets be distributed to the Company. The Company
shall direct the Trustee as to the distribution of such shares and
other assets no later than the final payment date for any stock
units to which there correspond Allocated Shares held in the
Trust."
5. Amendment to permit the Company unilaterally to designate additional plans
as falling within the definition of the "Plan"
Section 11 of the Trust Agreement is amended by adding the following
sentence at the end thereof:
"In addition to the foregoing, the Company from time to time may
unilaterally amend the definition of "Plan" set forth in the first
Whereas clause of this Agreement to include additional plans of the
Company or one of its subsidiaries which provide for awards of stock
units. The Company shall effect any such amendment by providing the
Trustee with written notice identifying the plan or plans to be
added to the definition of "Plan" and shall furnish the Trustee with
a copy of the relevant plan or plans. Following such actions by the
Company, the plan or plans so identified shall be included among the
plans which collectively constitute the "Plan" for purposes of this
Agreement, and such plan or plans shall be considered a part hereof."
<PAGE>
4
IN WITNESS WHEREOF, the Company and the Trustee have executed this
Trust Agreement as of the date first above written.
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Martin M. Cohen
-------------------
Name: Martin M. Cohen
Title: Assistant Secretary
STATE STREET BANK AND TRUST
COMPANY
By: /s/ Christine R. Walsh
----------------------
Name: Christine R. Walsh
Title: Vice President
<PAGE>
EXHIBIT S
CONSENT AND AMENDMENT
To Morgan Stanley Dean Witter & Co.:
I hereby acknowledge that the voting arrangements to which I was subject
pursuant to any of the following agreements or certificates (collectively, the
"Agreements") have been duly and validly terminated as to all shares of common
stock of Morgan Stanley Dean Witter & Co. owned by me:
1. Stockholders' Agreement, dated as of February 14, 1986, as
amended (the "Stockholders' Agreement"), among Morgan Stanley Dean
Witter & Co. (the "Company"), as successor to Morgan Stanley Group
Inc. ("Morgan Stanley Group"), and each of the stockholders of the
Company who is a party thereto.
2. Each nonqualified stock option agreement, including all
appendices and amendments thereto and each voting agreement entered
into pursuant thereto, under the Morgan Stanley Group 1986 Stock
Option Plan, as amended.
3. Each award agreement, including all appendices and amendments
thereto and each voting agreement entered into pursuant thereto,
under the Morgan Stanley Group Performance Unit Plan, as amended.
4. Each award agreement or certificate (including, without
limitation, each option agreement, stock unit agreement, stock
restriction agreement, option certificate and stock unit
certificate), including all appendices and amendments thereto and
each voting agreement entered into pursuant thereto under the Morgan
Stanley Group 1988 Equity Incentive Compensation Plan, as amended.
5. Each award agreement or certificate (including without limitation
each option agreement, stock unit agreement, stock restriction
agreement, option certificate and stock unit certificate), including
all appendices and amendments thereto and each voting agreement
entered into pursuant thereto under the Morgan Stanley Group 1995
Equity Incentive Compensation Plan, as amended.
6. Each voting agreement between Morgan Stanley Group and the
former general partners of Miller Anderson & Sherrerd, LLP ("MAS")
entered into in connection with the acquisition of MAS by Morgan
Stanley Group.
7. Each voting agreement between Morgan Stanley Group and senior
officers of Van Kampen American Capital, Inc. ("VKAC") entered into
in connection with the acquisition of VKAC by Morgan Stanley Group.
8. Voting Agreement, dated as of March 5, 1991 by and among Morgan
Stanley Group, State Street Bank and Trust Company, as trustee, and
each of the stockholders of the Company a party thereto.
I ratify and consent to (i) the termination of any voting arrangements
imposed upon me pursuant to any of the foregoing Agreements applicable to me,
(ii) my release from the Stockholders' Agreement, if applicable, and the
termination of my rights and obligations under any voting agreement to which I
am a party and (iii) the release of all stockholders who are party to the
Agreements and who hold titles with the Company or any of its subsidiaries of
Principal (or its equivalent) from the voting arrangements of the Agreements.
