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Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or Section 240.14a-12
Morgan Stanley Dean Witter
Intermediate Term U.S. Treasury Trust
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(Name of Registrant as Specified in its Charter)
Lou Anne McInnis
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(4) and 0-11.
1) Title of each of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
4) Proposed maximum aggregate value of transaction:
5) Fee previously paid:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number
or the Form or Schedule and the date of its filing.
1) Amount Previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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MORGAN STANLEY DEAN WITTER INTERMEDIATE TERM U.S. TREASURY TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 20, 1998
A Special Meeting of Shareholders of MORGAN STANLEY DEAN WITTER
INTERMEDIATE TERM U.S. TREASURY TRUST (the "Fund"), an unincorporated business
trust organized under the laws of the Commonwealth of Massachusetts, will be
held in the Career Development Room, 61st Floor, 2 World Trade Center, New
York, New York 10048, on October 20, 1998 at 10:00 A.M., New York City time,
for the following purposes:
1. To approve or disapprove a Plan of Liquidation and Dissolution to
terminate the Fund; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record as of the close of business on July 31, 1998 are
entitled to notice of and to vote at the meeting. If you cannot be present in
person, your management would greatly appreciate your filling in, signing and
returning the enclosed proxy promptly in the envelope provided for that
purpose.
In the event that the necessary quorum to transact business is not
obtained at the meeting, the persons named as proxies may propose one or more
adjournments of the meeting for a total of not more than 60 days in the
aggregate to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of a majority of the Fund's shares
present in person or by proxy at the meeting. The persons named as proxies will
vote in favor of such adjournment those proxies which they are entitled to vote
in favor of the proposal to approve the Plan of Liquidation and Dissolution and
will vote against such adjournment those proxies required to be voted against
that proposal.
BARRY FINK,
Secretary
August , 1998
New York, New York
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IMPORTANT
YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF YOU ARE
UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE ENCLOSED
PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
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MORGAN STANLEY DEAN WITTER INTERMEDIATE TERM
U.S. TREASURY TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 20, 1998
This proxy statement is furnished in connection with the solicitation of
proxies by the Trustees of MORGAN STANLEY DEAN WITTER INTERMEDIATE TERM U.S.
TREASURY TRUST (the "Fund"), for use at the Special Meeting of Shareholders of
the Fund to be held on October 20, 1998, and at any adjournments thereof (the
"Meeting").
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted in favor of Proposal 1 set forth in the Notice
of Special Meeting. A proxy may be revoked at any time prior to its exercise by
any of the following: written notice of revocation to the Secretary of the
Fund, execution and delivery of a later dated proxy to the Secretary of the
Fund (if returned and received in time to be voted), or attendance and voting
at the Meeting. Attendance at the Meeting will not in and of itself revoke a
proxy.
Shareholders as of the close of business on July 31, 1998, the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting, are entitled to one vote for each share held and a fractional vote for
a fractional share. On July 31, 1998 there were outstanding shares of
beneficial interest of the Fund, all with $0.01 par value. The following
persons were known to own 5% or more of the outstanding shares of the Fund on
that date: . The Trustees and officers of the Fund, together,
owned less than 1% of the Fund's outstanding shares on that date. The
percentage ownership of shares of the Fund changes from time to time depending
on purchases and redemptions by shareholders and the total number of shares
outstanding. The first mailing of this proxy statement is expected to be made
on or about August , 1998.
The cost of soliciting proxies for the Meeting, consisting principally of
printing and mailing expenses, will be borne by Morgan Stanley Dean Witter
Advisors Inc. ("MSDW Advisors" or the "Investment Manager") (formerly named
Dean Witter InterCapital Inc.). The solicitation of proxies will be by mail,
which may be supplemented by solicitation by mail, telephone or otherwise
through Trustees, officers of the Fund, officers and regular employees of MSDW
Advisors, Morgan Stanley Dean Witter Services Company Inc. ("MSDW Services"),
Morgan Stanley Dean Witter Trust FSB ("MSDW Trust") and/or Dean Witter Reynolds
Inc. ("DWR") without special compensation therefor.
(1) APPROVAL OR DISAPPROVAL
OF PLAN OF LIQUIDATION AND DISSOLUTION
TO TERMINATE THE FUND
On July 22, 1998, the Board of Trustees, following deliberation and review
of a proposal by the Fund's management, determined that it would be advisable
and in the best interests of the Fund and its shareholders
2
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for the Fund to be liquidated and dissolved in accordance with Massachusetts
law. Accordingly, the Board approved the termination of the Fund, subject to
shareholder approval, pursuant to a Plan of Liquidation and Dissolution (the
"Plan"). A copy of the Plan is attached hereto as Exhibit A. At the Meeting,
shareholders of the Fund will vote on the Plan. The Plan provides for the
liquidation of the Fund's assets and the distribution to shareholders of the
Fund of all of the proceeds of such liquidation, which will be in cash form,
less an amount to be reserved for payments of debts and liabilities of the
Fund.
The favorable vote of a majority of the outstanding shares represented and
entitled to vote at the Meeting is required for approval of the Plan.
BACKGROUND OF AND REASON FOR THE PLAN
The Fund commenced operations on September 27, 1995 and since that date
through June 30, 1998, the Fund's net assets have grown to only $5,746,361. The
anticipated growth of the Fund's assets through increased sales of shares has
not been achieved. Since the date of commencement of the Fund's operations, the
Investment Manager has waived its investment management fees and has assumed
all Fund expenses (except for brokerage fees and Rule 12b-1 fees). The
Investment Manager has agreed to continue such waivers and expense assumptions
until December 31, 1998. After such date, the Fund, if it continued in
operation, would bear all fees and expenses. For the fiscal year ended February
28, 1998, it is estimated that absent such fee waivers and expense assumptions,
the Fund's total operating expenses would have amounted to 3.15% of the average
net assets of the Fund.
The Investment Manager and Morgan Stanley Dean Witter Distributors Inc.,
the distributor of the Fund's shares (the "Distributor") (collectively,
"Management"), Two World Trade Center, New York, New York, believe it is
unlikely that the Fund will experience material growth in assets in the
foreseeable future. Because of the inefficiencies, higher costs and
disadvantageous economies of scale attendant with the Fund's small asset base,
the Fund's Management has concluded that it would be in the best interests of
the Fund and its shareholders to liquidate the Fund and has recommended that
this course of action be considered by the Fund's Board of Trustees.
At a meeting on July 22, 1998, the Board of Trustees considered whether it
would be appropriate and in the best interests of the Fund and its shareholders
to liquidate the Fund and, after careful consideration of the matter, the Board
approved the liquidation and termination of the Fund pursuant to the terms of
the Plan. The Board also directed that the Plan be submitted to shareholders
for approval. In evaluating the Plan, the Trustees considered a number of
factors, including the amount of the Fund's total assets, the Fund's expense
ratio (absent the waiver and assumption of expenses described above), the
likelihood that additional sales of the Fund's shares could increase the assets
to a more viable level and the absence of another investment company advised by
MSDW Advisors that would be appropriate for a possible merger. Based on
consideration of the foregoing and all other factors deemed relevant by it, the
Board of Trustees determined that approval of the Plan was in the best
interests of the Fund and its shareholders. In view of this determination, the
Board instructed the Distributor, to suspend all further sales of shares
pending shareholder consideration of the Plan, with the exception of shares
sold pursuant to the reinvestment of dividends and other distributions. Because
of the suspension of sales, the Board also determined that accrual of payments
to the Distributor, pursuant to the distribution plan of the Fund adopted
pursuant to Rule 12b-1, should be terminated effective July 23, 1998.
If shareholders of the Fund fail to approve the Plan, the Fund will not be
liquidated and will continue to operate and be managed in accordance with the
investment objective and policies of the Fund as currently in effect. However,
in such case, the Trustees would determine what alternative action, if any,
should be taken.
3
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SUMMARY OF THE PLAN
Effective date of the Plan and cessation of the Fund's activities as an
investment company. The Plan will become effective on the date of its approval
by shareholders (the "Effective Date"). Following shareholder approval, the
Fund will, as soon as reasonable and practicable after the Effective Date,
complete the sale of the portfolio securities it holds in order to convert its
assets to cash and will not engage in any business activity except for the
purpose of winding up its business and affairs, preserving the value of its
assets and distributing assets to shareholders after the payment to (or
reservation of assets for payment to) all creditors of the Fund. After the
distribution of assets to shareholders, the Fund will be dissolved in
accordance with the Plan and Massachusetts law. The Plan provides that the
Trustees may authorize such variations from, or amendments to, the provisions
of the Plan as may be necessary or appropriate to effect the dissolution,
complete liquidation and termination of the existence of the Fund in accordance
with the purposes intended to be accomplished by the Plan.
Liquidating Distribution. As soon as practicable after the Effective Date,
and in any event within 60 days thereafter, the Fund will mail to each
Shareholder of record who has not redeemed its shares a liquidating
distribution equal to the Shareholder's proportionate interest in the remaining
assets of the Fund and information concerning the sources of the liquidating
distribution.
Expenses of Liquidation and Dissolution. Except as may be otherwise agreed
to between the Fund and its Investment Manager, all expenses incurred by or
allocable to the Fund in carrying out this Plan, deregistering the Fund as an
investment company, and dissolving the Fund, shall be borne by Morgan Stanley
Dean Witter Advisors Inc.
Continued Operation of the Fund. The adoption of the Plan will not affect
the right of Shareholders to redeem shares of the Fund at their then current
net asset value per share. All officers of the Fund, as well as all entities
serving the Fund, will continue in their present positions and capacities until
such time as the Fund is liquidated and dissolved.
PROCEDURE FOR DISSOLUTION
The Plan provides for the termination of the Fund under the laws of the
Commonwealth of Massachusetts. The Fund intends to file an appropriate notice
of termination with the Office of the Secretary of State of Massachusetts. Such
notice will state that the Board of Trustees approved the termination of the
Fund pursuant to the Plan and will specify the exact date of termination.
Massachusetts law does not provide rights of appraisal or similar rights of
dissent to shareholders with respect to the proposed liquidation and
termination.
TAX EFFECTS OF LIQUIDATION
The Fund has been advised by its special tax counsel, Gordon Altman
Butowsky Weitzen Shalov & Wein, that, upon the liquidation of the Fund,
shareholders will realize a capital gain or loss to the extent that the amount
received upon liquidation exceeds or is less than the shareholder's adjusted
basis in its shares of the Fund. The realized gain or loss will be long-term if
the shareholder has held shares for more than one year and short-term if held
for one year or less.
The Fund qualified as a regulated investment company for federal income
tax purposes for its fiscal year ended February 28, 1998, and has continued to
so qualify. Following completion of the proposed liquidation and dissolution,
shareholders will be furnished information concerning the tax treatment of all
dividend and other distributions, including final liquidation distributions,
made by the Fund.
Certain shareholders who have not furnished a correct taxpayer
identification number may be subject to backup withholding at a rate of 31% of
the amount of distributions. The above discussion does not address the
treatment of tax-exempt shareholders or nonresident shareholders. In addition,
the treatment of state or local taxes is not discussed. Shareholders are urged
to consult with their own tax advisers with respect to such issues.
4
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DE-REGISTRATION AS AN INVESTMENT COMPANY
Promptly after the dissolution of the Fund, an application will be filed
with the Securities and Exchange Commission for an order declaring that the
Fund has ceased to be an investment company. Upon issuance of such an order,
the Fund will no longer be registered under or subject to the provisions of the
Investment Company Act of 1940.
THE TRUSTEES OF THE FUND RECOMMEND THAT THE SHAREHOLDERS APPROVE THE PLAN
OF LIQUIDATION AND DISSOLUTION TO TERMINATE THE FUND.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business is not
obtained at the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting for a total of not more than 60 days in the
aggregate to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of a majority of the Fund's shares
present in person or by proxy at the Meeting. The persons named as proxies will
vote in favor of such adjournment those proxies which they are entitled to vote
in favor of the proposal to approve the Plan of Liquidation and Dissolution and
will vote against such adjournment those proxies required to be voted against
such proposal.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of the proposal, and broker "non-votes" will not be deemed to be
present at the Meeting for purposes of determining whether the proposal to be
voted upon has been approved. Broker "non-votes" are shares held in street name
for which the broker indicates that instructions have not been received from
the beneficial owners or other persons entitled to vote and for which the
broker does not have discretionary voting authority.
SHAREHOLDER PROPOSALS
In the event that the Fund is not liquidated and dissolved, any proposals
of security holders intended to be presented at the Fund's next meeting of
shareholders should be presented a reasonable time prior to the mailing of the
proxy materials sent in connection with the meeting, for inclusion in the proxy
statement for that meeting.
REPORTS TO SHAREHOLDERS
THE FUND'S MOST RECENT ANNUAL REPORT, FOR THE FISCAL YEAR ENDED FEBRUARY
28, 1998, PREVIOUSLY HAS BEEN SENT TO THE FUND'S SHAREHOLDERS AND IS AVAILABLE
WITHOUT CHARGE UPON REQUEST FROM ADRIENNE RYAN-PINTO AT MORGAN STANLEY DEAN
WITTER TRUST FSB, HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW
JERSEY 07311 (TELEPHONE 1-800-869-NEWS (TOLL FREE)).
OTHER BUSINESS
Management of the Fund knows of no other matters which may be presented at
the Meeting. However, if any matters not now known properly come before the
Meeting, it is intended that the persons named in the attached form of proxy,
or their substitutes, will vote such proxy in accordance with their judgment on
such matters.
By Order of the Board of Trustees
BARRY FINK
Secretary
5
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EXHIBIT A
MORGAN STANLEY DEAN WITTER INTERMEDIATE TERM U.S. TREASURY TRUST
PLAN OF LIQUIDATION AND DISSOLUTION
The following Plan of Liquidation and Dissolution (the "Plan") of Morgan
Stanley Dean Witter Intermediate Term U.S. Treasury Trust (the "Fund"), a trust
organized and existing under the laws of the Commonwealth of Massachusetts,
which has operated as an open-end diversified management investment company
registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), is intended to accomplish the complete liquidation
and dissolution of the Fund in conformity with the provisions of the Fund's
Declaration of Trust dated February 6, 1995, as amended (the "Declaration"),
and under Massachusetts law.
WHEREAS, the Fund's Board of Trustees (the "Board") has deemed that it is
advisable and in the best interests of the Fund and its shareholders to
liquidate and to dissolve the Fund, and the Board, on July 22, 1998, considered
the matter and determined to recommend the termination of the Fund pursuant to
this Plan;
NOW, THEREFORE, the liquidation and dissolution of the Fund shall be
carried out in the manner hereinafter set forth:
1. Effective Date of Plan. This Plan shall be and become effective only
upon the adoption and approval of the Plan at a meeting of shareholders of the
Fund ("Meeting") called for the purpose of voting upon the Plan, by the
favorable vote of a majority of the outstanding shares of the Fund represented
and entitled to vote at the Meeting. The date of such adoption and approval of
the Plan by shareholders is hereinafter called the "Effective Date."
2. Dissolution. As promptly as practicable after the Effective Date,
consistent with the provisions of this Plan, the Fund shall be liquidated and
dissolved pursuant to applicable provisions of Massachusetts law.
3. Cessation of Business. After the Effective Date, the Fund shall not
engage in any business activities except for the purpose of winding up its
business and affairs, preserving the value of its assets and distributing its
assets to shareholders in accordance with the provisions of this Plan after the
payment to (or reservation of assets for payment to) all creditors of the Fund;
provided that the Fund shall, prior to the making of the final liquidating
distribution, continue to honor requests for the redemption of shares and may,
as determined to be appropriate by the Board, make payment of dividends and
other distributions to shareholders and permit the reinvestment thereof in
additional shares.
4. Liquidation of Assets. The Fund shall cause the liquidation of its
assets to cash form as soon as is practicable consistent with the terms of the
Plan.
5. Payment of Debts. As soon as practicable after the Effective Date, the
Fund shall determine and pay (or reserve sufficient amounts to pay) the amount
of all known or reasonably ascertainable liabilities of the Fund incurred or
expected to be incurred prior to the date of the liquidating distribution
provided in Section 6 below.
6. Liquidating Distribution. As soon as practicable after the Effective
Date, and in any event within sixty (60) days thereafter, the Fund will mail
the following to each shareholder of record who has not redeemed its shares:
(i) a liquidating distribution equal to the shareholder's proportionate
interest in the remaining assets of the Fund (after the payments and creation
of the reserves contemplated by Section 5 above); and (ii) information
concerning the sources of the liquidating distribution.
A-1
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7. Expenses of Liquidation and Dissolution. Except as may be otherwise
agreed to between the Fund and its investment manager, all expenses incurred by
or allocable to the Fund in carrying out this Plan, deregistering the Fund as
an investment company, and dissolving the Fund, shall be borne by Morgan
Stanley Dean Witter Advisors Inc.
8. Power of the Board of Trustees. The Board and, subject to the general
direction of the Board, the officers of the Fund, shall have authority to do or
to authorize any or all acts and things as provided for in this Plan and any
and all such further acts and things as they may consider necessary or
desirable to carry out the purposes of this Plan, including without limitation,
the execution and filing of all certificates, documents, information returns,
tax returns, forms, and other papers which may be necessary or appropriate to
implement this Plan or which may be required by the provisions of the
Investment Company Act, the Securities Act of 1933, as amended, and applicable
Massachusetts law.
The death, resignation or other disability of any Trustee or any officer
of the Fund shall not impair the authority of the surviving or remaining
Trustees or officers to exercise any of the powers provided for in this Plan.
9. Amendment of the Plan. The Board shall have the authority to authorize
such variations from or amendments to the provisions of this Plan (other than
the terms of the liquidating distribution) as may be necessary or appropriate
to effect the dissolution, complete liquidation and termination of existence of
the Fund, and the distribution of assets to shareholders in accordance with the
purposes intended to be accomplished by this Plan.
A-2
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MORGAN STANLEY DEAN WITTER INTERMEDIATE TERM U.S. TREASURY TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Joseph J.
McAlinden, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
Morgan Stanley Dean Witter Intermediate Term U.S. Treasury Trust on October 20,
1998 at 10:00 a.m., New York City time, and at any adjournment thereof, on the
proposal set forth in the Notice of Meeting dated August , 1998 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDER-SIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY
THE BOARD OF TRUSTEES.
IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
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PLEASE MARK VOTES AS
[X] IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
Approval of Plan of Liquidation and Dissolution [ ] [ ] [ ]
to Terminate the Fund:
Date
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Please make sure to sign and date this
Proxy using black or blue ink.
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Shareholder sign in the box above
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Co-Owner (if any) sign in the box above
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- - PLEASE DETACH AT PERFORATION - -
MORGAN STANLEY DEAN WITTER INTERMEDIATE TERM
U.S. TREASURY TRUST
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IMPORTANT
PLEASE SEND IN YOUR PROXY.........TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS TO
SHAREHOLDERS WHO HAVE NOT RESPONDED.
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