EXHIBIT 99.1
----------------- 200 Varick Street, New York, NY 10014
DOREMUS NEWSROOM T:212.366.3100 F:212.366.3105
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NEW YORK . LONDON . SAN FRANCISCO . FRANKFURT . CHICAGO . MILAN . HONG KONG
Contacts: Jeanmarie McFadden Timothy Lee
Morgan Stanley Dean Witter
(212) 761-4059 (212) 392-8709
Jon Diat
Morgan Stanley
(212) 761-6403
For Immediate Release
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DEAN WITTER DISCOVER, MORGAN STANLEY HOLDERS
OVERWHELMINGLY APPROVE THEIR MERGER PLAN
NEW YORK, May 28--Dean Witter, Discover & Co. and Morgan Stanley Group
Inc. confirmed that at separate meetings today, their respective stockholders
approved the merger of the two companies.
At Dean Witter Discover's meeting, the merger was approved by holders
representing approximately 87 percent of the outstanding common stock, or
approximately 98 percent of the votes cast, and, at Morgan Stanley's meeting, by
the holders representing approximately 83 percent of the shares entitled to
vote, or approximately 99 percent of the votes cast.
Dean Witter Discover stockholders also approved an equity-based employee
compensation plan, as well as elected Directors and ratified the appointment of
Deloitte & Touche LLP as Dean Witter Discover's auditor for 1997.
The merger has been structured as a merger of equals, with Morgan
Stanley to merge with and into Dean Witter Discover, and the combined company to
be named Morgan Stanley, Dean Witter, Discover & Co. In the merger, each
outstanding share of Morgan Stanley common stock will be converted into the
right to receive 1.65 shares of Morgan Stanley, Dean Witter, Discover & Co.
common stock.
It is anticipated that the merger will be completed by the end of May.
May 28, 1997
(0158)