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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 31, 1997
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
36-3145972
Delaware 1-11758 -----------------------
----------------------- ----------------------- (IRS EMPLOYER
(STATE OR OTHER (COMMISSION FILE NUMBER) IDENTIFICATION NUMBER)
JURISDICTION OF
INCORPORATION)
1585 Broadway, New York, New York 10036
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(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
(212) 761-4000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Dean Witter, Discover & Co., Two World Trade Center, New York, NY 10048
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 31, 1997, Morgan Stanley Group Inc. ("Morgan Stanley") merged (the
"Merger") with and into Dean Witter, Discover & Co. ("the Corporation") in a
merger of equals, pursuant to which each outstanding share of common stock,
par value $1.00 per share, of Morgan Stanley ("Morgan Stanley Common Stock")
was converted into the right to receive 1.65 shares (the "Merger
Consideration") of common stock, par value $.01 per share, of the Corporation
("Corporation Common Stock"). On June 2, 1997, the Corporation announced that
the Merger had been completed, at which time all shares of Morgan Stanley
Common Stock ceased to be outstanding, and each share thereafter represented
the right to receive the Merger Consideration, and each share of Morgan
Stanley preferred stock was converted into the right to receive one share of a
corresponding series of preferred stock of the Corporation. The Corporation is
the surviving corporation of the Merger and was renamed Morgan Stanley, Dean
Witter, Discover & Co. at the effective time of the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Morgan Stanley.
The audited consolidated statement of financial condition of Morgan
Stanley as of November 30, 1996 and November 30, 1995 and the related
consolidated statements of income, cash flows and changes in
shareholders' equity for each of the years in the three year period ended
November 30, 1996 and the unaudited consolidated interim statement of
financial condition of Morgan Stanley as of February 28, 1997 and the
unaudited consolidated interim statements of income of Morgan Stanley for
the three months ended February 28, 1997 and February 29, 1996 were
previously filed by the Corporation as Exhibit 99.1 in each of its
Current Reports on Form 8-K dated February 28, 1997 and April 15, 1997,
respectively, and are incorporated herein by reference.
(b) Financial Information.
The year end audited supplemental financial information for the
Corporation is contained in Exhibit 99.3 including Management's
Discussion and Analysis of Financial Condition and Results of Operations
of the Corporation, the audited Supplemental Consolidated Statements of
Financial Condition at fiscal year ends 1996 and 1995 and the audited
Supplemental Consolidated Statements of Income, Changes in Shareholders'
Equity and Cash Flows for the fiscal years ended 1996, 1995 and 1994, and
the notes thereto.
The first quarter unaudited supplemental financial information for the
Corporation is contained in Exhibit 99.4 including Management's
Discussion and Analysis of Financial Condition and Results of Operations
of the Corporation, the unaudited interim Supplemental Consolidated
Statement of Financial Condition at first fiscal quarter end 1997, the
audited Supplemental Consolidated Statement of Financial Condition at
fiscal year end 1996 and the unaudited interim Supplemental Consolidated
Statements of Income and Cash Flows for the first fiscal quarters ended
1997 and 1996, and the notes thereto.
(c) Exhibits
See the Index to Exhibits attached hereto.
ITEM 8. CHANGE IN FISCAL YEAR
On May 31, 1997, the Corporation determined to change the day on which its
fiscal year ends from December 31 to November 30.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Morgan Stanley, Dean Witter,
Discover & Co.
(REGISTRANT)
Date: June 2, 1997 /s/ William J. O'Shaughnessy
By:__________________________________
(SIGNATURE)
Name:William J. O'Shaughnessy
Title: Assistant Secretary
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EXHIBIT INDEX