================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY DEAN WITTER & CO.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3145972
---------------------------------------- -------------------------------------
(State of Incorporation or Organization) (IRS Employer Identification no.)
1585 Broadway, New York, New York 10036
---------------------------------------- -------------------------------------
(Address of Principal Executive Offices) (Zip Code)
<TABLE>
<S> <C>
If this Form relates to the registration If this Form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [X] following box. [ ]
</TABLE>
Securities Act registration statement file number to which this
form relates: 333-34392
---------
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be Registered Each Class is to be Registered
---------------------------------------- -------------------------------------
Medium-Term Notes, Series C THE AMERICAN STOCK EXCHANGE
(Senior Fixed Rate Notes), 0.25%
Exchangeable Notes due November 30,
2007
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------------------------------------------------
(Title of Class)
================================================================================
<PAGE>
Item 1. Description of the Registrant's Securities to be Registered.
The title of the class of securities to be registered hereunder is:
Medium-Term Notes, Series C (Senior Fixed Rate Notes), 0.25% Exchangeable Notes
due November 30, 2007 ("Procter & Gamble Company Exchangeable Notes"). A
description of Procter & Gamble Company Exchangeable Notes is set forth under
the caption "Description of Debt Securities" in the prospectus included within
the Registration Statement of Morgan Stanley Dean Witter & Co. (the
"Registrant") on Form S-3 (Registration No. 333-34392) (the "Registration
Statement"), as supplemented by the information under the caption "Description
of Notes" in the prospectus supplement dated May 18, 2000 and filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), which
description is incorporated herein by reference, and as further supplemented by
the description of Procter & Gamble Company Exchangeable Notes contained in the
pricing supplement dated November 14, 2000 to be filed pursuant to Rule 424(b)
under the Act, which contains the final terms and provisions of Procter &
Gamble Company Exchangeable Notes and is hereby deemed to be incorporated by
reference into this Registration Statement and to be a part hereof.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
4.1 Proposed form of Global Note evidencing Procter & Gamble Company
Exchangeable Notes.
Page 2 of 4
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
MORGAN STANLEY DEAN WITTER & CO.
(Registrant)
Date: November 15, 2000 By: /s/ Ronald T. Carman
---------------------------------
Name: Ronald T. Carman
Title: Assistant Secretary
Page 3 of 4
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page No.
---------- --------
4.1 Proposed form of Global Note evidencing Procter & A-1
Gamble Company Exchangeable Notes
Page 4 of 4
