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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1998
REGISTRATION NO. 333-52227
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. 2 [X]
POST-EFFECTIVE AMENDMENT NO. [ ]
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MORGAN STANLEY DEAN WITTER GLOBAL
DIVIDEND GROWTH SECURITIES
(Exact Name of Registrant as Specified in Charter)
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
(Address of Principal Executive Offices)
212-392-1600
(Registrant's Telephone Number)
BARRY FINK, ESQ.
TWO WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
(Name and Address of Agent for Service)
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COPY TO:
STUART M. STRAUSS, ESQ.
GORDON ALTMAN BUTOWSKY WEITZEN SHALOV & WEIN
114 WEST 47TH STREET
NEW YORK, NEW YORK 10036
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
The Exhibit Index is located on page [ ]
No filing fee is due because the Registrant has previously registered an
indefinite number of shares pursuant to Section (a)(1) of Rule 24f-2 under
the Investment Company Act of 1940, as amended. The Registrant filed the Rule
24f-2 Notice, for its fiscal year ended March 31, 1998, with the Securities
and Exchange Commission on April 27, 1998.
Pursuant to Rule 429, this Registration Statement relates to shares
previously registered by the Registrant on Form N-1A (Registration Nos.
33-59004; 811-7458).
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Incorporated herein by reference is Pre-Effective Amendment No. 1 to
the Registrant's Form N-14 (file No. 333-52227), including Parts A, B and C
thereof, except for Exhibit 14 (Accountants' Consent) thereto, which is filed
herewith.
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SIGNATURES
As required by the Securities Act of 1933, this registration statement has
been signed on behalf of the registrant, in the City of New York and State of
New York, on the 24th day of June 1998.
MORGAN STANLEY DEAN WITTER GLOBAL
DIVIDEND GROWTH SECURITIES
By: /s/ Barry Fink
....................................
Barry Fink
Vice President and Secretary
As required by the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
1.Principal Executive Officer
Charles A. Fiumefreddo** Trustee and Chairman June 24, 1998
2.Principal Financial Officer
/s/ Thomas F. Caloia Treasurer and Principal Accounting June 24, 1998
................................. Officer
Thomas F. Caloia
3.Majority of Trustees
Michael Bozic* Trustee June 24, 1998
Edwin J. Garn* Trustee June 24, 1998
John R. Haire* Trusee June 24, 1998
Manuel H. Johnson* Trustee June 24, 1998
Michael E. Nugent* Trustee June 24, 1998
John L. Schroeder* Trustee June 24, 1998
Philip J. Purcell** Trustee June 24, 1998
Wayne E. Hedien* Trustee June 24, 1998
*By: /s/ Stuart M. Strauss, Esq.
...............................
Attorney-in-Fact
Dated:June 24, 1998
**By: /s/ Barry Fink
..............................
Attorney-in-Fact
Dated:June 24, 1998
</TABLE>
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EXHIBIT INDEX
EXHIBIT PAGE
NUMBER EXHIBIT NUMBER
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(14) Consent of Independent Accountants
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Proxy Statement
and Prospectus and the Statement of Additional Information constituting parts
of this registration statement on Form N-14 (the "Registration Statement") of
our report dated May 15, 1998, relating to the financial statements and
financial highlights appearing in the March 31, 1998 annual report to
shareholders of Dean Witter Global Dividend Growth Securities (the "Fund"),
which is also incorporated by reference into the Registration Statement and
to the reference to us under the heading "Financial Statements and Experts"
in such Proxy Statement and Prospectus. We also consent to the references to
us under the headings "Independent Accountants" and "Experts" in the Fund's
Statement of Additional Information dated June 23, 1998 and to the reference
to us under the heading "Financial Highlights" in the Fund's Prospectus dated
June 23, 1998, which Statement of Additional Information and Prospectus have
been incorporated by reference into this Registration Statement. We also
consent to the incorporation by reference in the Proxy Statement and
Prospectus of our report dated September 12, 1997 relating to the July 31,
1997 financial statements and financial highlights of Dean Witter Retirement
Series - Global Equity Portfolio, which appears in that fund's Statement of
Additional Information dated October 31, 1997 which is incorporated by
reference into this Registration Statement and to the incorporation by
reference of our report into that fund's Prospectus dated October 31, 1997
which is incorporated by reference into this Registration Statement. We also
consent to the references to us under the headings "Independent Accountants"
and "Experts" in that fund's Statement of Additional Information and to the
reference to us under the heading "Financial Highlights" in that fund's
Prospectus.
Price Waterhouse LLP
1177 Avenue of the Americas
New York, New York 10036
June 22, 1998
