SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY DEAN WITTER & CO.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3145972
--------------------------------------- ---------------------------------------
(State of Incorporation (IRS Employer Identification no.)
or Organization)
1585 Broadway, New York, New York 10036
--------------------------------------- ---------------------------------------
(Address of Principal (Zip Code)
Executive Offices)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [x] check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-75289
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
--------------------------------------- ---------------------------------------
6% Reset Performance Equity-linked THE AMERICAN STOCK EXCHANGE
Redemption Quarterly-pay Securities
due December 15, 2001
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------------------------------------------------
(Title of Class)
================================================================================
Item 1. Description of the Registrant's Securities to be Registered.
The title of the class of securities to be registered hereunder is: "6%
Reset Performance Equity-linked Redemption Quarterly-pay SecuritiesSM due
December 15, 2001" (the "Reset PERQSSM"). A description of the Reset PERQS is
set forth under the caption "Description of Debt Securities" in the prospectus
included within the Registration Statement of Morgan Stanley Dean Witter & Co.
(the "Registrant") on Form S-3 (Registration No. 333-75289) (the "Registration
Statement"), as supplemented by the information under the caption "Description
of Notes" in the prospectus supplement dated May 6, 1999 and filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), which
description is incorporated herein by reference, and as further supplemented by
the description of the Reset PERQS contained in the pricing supplement dated
October [ ], 1999 to be filed pursuant to Rule 424(b) under the Act, which
contains the final terms and provisions of the Reset PERQS and is hereby deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
4.1 Proposed form of Global Note evidencing the Reset PERQS.
Page 2 of 4
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: October [ ], 1999 By:
---------------------------------------
Name: Martin M. Cohen
Title: Assistant Secretary
Page 3 of 4
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Reset PERQS A-1
Page 4 of 4
WASHINGTON, DC 20549
-----------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY DEAN WITTER & CO.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-3145972
--------------------------------------- ---------------------------------------
(State of Incorporation (IRS Employer Identification no.)
or Organization)
1585 Broadway, New York, New York 10036
--------------------------------------- ---------------------------------------
(Address of Principal (Zip Code)
Executive Offices)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [x] check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-75289
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
--------------------------------------- ---------------------------------------
6% Reset Performance Equity-linked THE AMERICAN STOCK EXCHANGE
Redemption Quarterly-pay Securities
due December 15, 2001
Securities to be registered pursuant to Section 12(g) of the Act:
None
--------------------------------------------------------------------------------
(Title of Class)
================================================================================
Item 1. Description of the Registrant's Securities to be Registered.
The title of the class of securities to be registered hereunder is: "6%
Reset Performance Equity-linked Redemption Quarterly-pay SecuritiesSM due
December 15, 2001" (the "Reset PERQSSM"). A description of the Reset PERQS is
set forth under the caption "Description of Debt Securities" in the prospectus
included within the Registration Statement of Morgan Stanley Dean Witter & Co.
(the "Registrant") on Form S-3 (Registration No. 333-75289) (the "Registration
Statement"), as supplemented by the information under the caption "Description
of Notes" in the prospectus supplement dated May 6, 1999 and filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), which
description is incorporated herein by reference, and as further supplemented by
the description of the Reset PERQS contained in the pricing supplement dated
October [ ], 1999 to be filed pursuant to Rule 424(b) under the Act, which
contains the final terms and provisions of the Reset PERQS and is hereby deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
4.1 Proposed form of Global Note evidencing the Reset PERQS.
Page 2 of 4
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: October [ ], 1999 By:
---------------------------------------
Name: Martin M. Cohen
Title: Assistant Secretary
Page 3 of 4
INDEX TO EXHIBITS
Exhibit No. Page No.
4.1 Proposed form of Global Note evidencing the Reset PERQS A-1
Page 4 of 4