-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M8JxnsqMzRMZeOX+Tc6r6qWXJ7AhCUngU+DS/edIy4nHKyvm5BqIchva/sjtnzZ7 Su4MjIfIEjk6UAMM0m1cZg== /in/edgar/work/0000905148-00-001945/0000905148-00-001945.txt : 20000929 0000905148-00-001945.hdr.sgml : 20000929 ACCESSION NUMBER: 0000905148-00-001945 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: [6199 ] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49239 FILM NUMBER: 729910 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AFFILIATE STKHLDRS OF MORGAN STANLEY DEAN WITTER DISCOVER&CO CENTRAL INDEX KEY: 0000909465 STANDARD INDUSTRIAL CLASSIFICATION: [6211 ] IRS NUMBER: 132838811 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1251 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127034000 SC 13D/A 1 0001.txt T:\EDGAR\EPSTEIN\13DA.TXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Morgan Stanley Dean Witter & Co. ------------------------------- (Name of Issuer) Common Stock, $.01 par value ----------------------------- (Title of Class of Securities) 617446448 ---------- (CUSIP Number) Ronald T. Carman, Esq. Assistant Secretary Morgan Stanley Dean Witter & Co. 1585 Broadway New York, NY 10036 (212) 761-4000 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 1, 2000 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
---------------------------------------------------------- S C H E D U L E 1 3 D ---------------------------------------------------------- - --------------------------------------------------------------- ------------------------------------------------------ CUSIP No. 617446448 - --------------------------------------------------------------- ------------------------------------------------------ - ----------- ---------------------------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON Each of the persons described on Appendix A. - ----------- ---------------------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] (Applies to each person listed on Appendix A) - ----------- ---------------------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ----------- ---------------------------------------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* 00 (Applies to each person listed on Appendix A) - ----------- ---------------------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) (Applies to each person listed on Appendix A) [ ] - ----------- ---------------------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION As stated on Appendix A - ------------------------------ -------- ------------------------------------------------------------------------------------ Number of 7. SOLE VOTING POWER Shares less than 1% (Applies to each person listed on Appendix A) -------- ------------------------------------------------------------------------------------ Beneficially 8. SHARED VOTING POWER Owned by 145,848,499 (Applies to each person listed on Appendix A) -------- ------------------------------------------------------------------------------------ Each 9. SOLE DISPOSITIVE POWER Reporting Less than 1% (Applies to each person listed on Appendix A) -------- ------------------------------------------------------------------------------------ Person 10. SHARED DISPOSITIVE POWER With 0% - ----------- ---------------------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON As stated on Appendix A. - ----------- ---------------------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (Applies to each person listed on Appendix A) [ ] - ----------- ---------------------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) As stated on Appendix A. - ----------- ---------------------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN (Applies to each person listed on Appendix A) - ----------- ----------------------------------------------------------------------------------------------------------------
Appendix A - ------------------------------------------------------------------------------------------------------------------- Line 1 Line 6 Line 11 Line 13 - ------------------------------------------------------------------------------------------------------------------- Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 - ------------------------------------------------------------------------------------------------------------------- Abdel-Meguid, Tarek United States 145,856,119 12.47% Adams,Charles S. United States 145,850,138 12.47% Adelman, Lawrence United States 145,922,512 12.47% Albanese,Tommaso Matteo Italy 145,848,499 12.47% Albers,Alexandria J. United States 145,853,983 12.47% Alberti,Christopher United States 145,848,642 12.47% Alkire,John R. United States 145,852,904 12.47% Anda,Jon A. United States 145,855,250 12.47% Anfang,Richard L. United States 145,853,794 12.47% Arias,Carlos United States 145,848,499 12.47% Armitage,Michael R. United Kingdom 145,854,685 12.47% Armstrong,Arden C. United States 145,850,202 12.47% Armstrong,R. Michael United States 145,853,349 12.47% Armstrong,W. David United States 145,848,640 12.47% Arthur,Douglas M. United States 145,849,871 12.47% Ashizawa,Katsushiro Japan 145,848,499 12.47% Asprem,Mads Michael Denmark 145,848,806 12.47% Atkins,William John United Kingdom 145,852,101 12.47% Atkinson,Richard N. United Kingdom 145,849,206 12.47% Atterbury, Richard William United Kingdom 145,848,499 12.47% Atwell,R. Wayne United States 145,853,605 12.47% Bachiller,Francisco Spain 145,848,975 12.47% Ball, Rick Australia 145,848,499 12.47% Bandeen,R. Derek Canada 145,867,042 12.47% Baptista, Samuel J. United States 145,848,499 12.47% Barancik,Gary S. United States 145,853,482 12.47% Barker,Rodney J. United Kingdom 145,849,487 12.47% Barnett,Phillip S. United States 145,853,150 12.47% Basirov,Olga A. United Kingdom 145,850,143 12.47% Bechtel,Karen H. United States 145,858,029 12.47% Becker,Dietrich Germany 145,848,499 12.47% Becker,Glenn E. United States 145,850,160 12.47% Bell,Andrew J. United Kingdom 145,848,927 12.47% Benet,Lincoln E. United States 145,852,049 12.47% Bennett,Thomas L. United States 145,849,995 12.47% Berchtold,Michael J. United States 145,853,477 12.47% Berler,Matthew K. United States 145,850,821 12.47% Berner, Richard Brian United States 145,848,899 12.47% Best,Eric P. United States 145,849,037 12.47% Bianco,Frank United States 145,855,625 12.47% Biert,Gisep Switzerland 145,849,185 12.47% Biggs,Barton M. United States 147,645,677 12.62% Bigman,Theodore R. Canada 145,849,722 12.47% Bilotti,Richard A. United States 145,850,746 12.47% Birnbaum,Jeffrey M. United States 145,851,270 12.47% Blain,Paul F. United Kingdom 145,848,499 12.47% Blum,Jon E. United States 145,850,910 12.47% Blumstein,Michael W. United States 145,852,822 12.47% Bodenchak,Frank L. United States 145,849,236 12.47% Bodson,Michael C. United States 145,854,444 12.47% Boiarsky,Robert United States 145,853,410 12.47% Bopp,Walter S United States 145,857,318 12.47% Borosh,David A. United States 145,852,032 12.47% Botta, Gian Andrea United States 145,848,726 12.47% Boublik,Michael J. United States 145,852,309 12.47% Bovich,Francine J. United States 145,851,555 12.47% Boyd, Stephen L. United States 145,849,337 12.47% Boyer,Amy A. United States 145,849,860 12.47% Bradford,Leslie Embs United States 145,857,615 12.47% Bradley,Mark H. United States 145,852,745 12.47% Bradway,Robert A. United States 145,852,274 12.47% Breslow,Stuart J.M. United States 145,854,679 12.47% Brickman,Keith D. United States 145,851,890 12.47% Brierwood,David C. United Kingdom 145,859,635 12.47% Brombach,Theodore J. United States 145,851,712 12.47% Brown, Andrew United States 145,848,499 12.47% Brown,Andrew C. United States 145,850,646 12.47% Brown,Douglas L. United States 145,852,017 12.47% Brown,Glenn W. United States 145,848,942 12.47% Brundler,Adolf Switzerland 145,848,499 12.47% Bryant,Malcolm P. United Kingdom 145,856,757 12.47% Bryce,Colin United Kingdom 145,850,056 12.47% Burns,Dennis J. United States 145,857,318 12.47% Burr, Thomas United States 146,094,974 12.49% Busch,May C. United States 145,854,824 12.47% Cahill,Thomas F. United States 145,851,684 12.47% Caldecott,P. Dominic United Kingdom 145,848,499 12.47% Callahan,Daniel H. United States 145,850,653 12.47% Campion,Frances Ireland 145,849,409 12.47% Canelo,Peter J. United States 145,850,427 12.47% Cardello, Thomas R. United States 145,848,499 12.47% Carey,James P. United States 145,854,571 12.47% Carlin,Jane D. United States 145,853,922 12.47% Carman,Ronald United States 145,910,112 12.47% Carrafiell,John A. United States 145,852,574 12.47% Carroll,Jesse L. United States 145,887,175 12.47% Carruthers,Alan Thomas United Kingdom 145,849,109 12.47% Casper,Robert Y. United States 145,850,322 12.47% Cassou,Beatrice M. United States 145,853,482 12.47% Castellano,Richard R. United States 145,855,119 12.47% Chamberlain,Paul E. United States 145,852,451 12.47% Chamberlain,Stephen P. United Kingdom 145,851,217 12.47% Chammah,Walid A. Lebanon 145,851,325 12.47% Chandler,Elizabeth R. United States 145,853,738 12.47% Chang,Victor United States 145,850,263 12.47% Chasin,Charles United States 145,853,803 12.47% Chenevix-Trench,Jonathan United Kingdom 145,848,815 12.47% Chiarello,Guy United States 145,853,745 12.47% Christianakis,Leonidas Ioannis United Kingdom 145,848,499 12.47% Churchouse,Frederick P. New Zealand 145,848,499 12.47% Chutter,Jessica C. Canada 145,852,130 12.47% Citrino,Mary Anne United States 145,853,588 12.47% Clark,Mayree C. United States 145,922,015 12.47% Clark,William Thomas United States 145,865,473 12.47% Cohen,David L. United States 145,855,102 12.47% Colby-Jones,Lisa R. United States 145,855,244 12.47% Coleman,Kevin P. United States 145,849,544 12.47% Colosimo,Louis A. United States 145,851,391 12.47% Conway,Andrew J. United States 145,849,408 12.47% Cooper,Alastair W.P. United Kingdom 145,848,499 12.47% Cooper,Scott H. Canada 145,853,679 12.47% Cordy,Stephen C. United States 145,854,052 12.47% Corley,Kathryn United States 146,099,222 12.49% Corsi,Stefano Italy 145,850,608 12.47% Cory,Charles R. United States 145,855,343 12.47% Cox,Kevin C. United States 145,852,848 12.47% Crawford,Stephen S. United States 145,852,848 12.47% Crnkovich,Peter N. United States 145,855,072 12.47% Crompton,Bradley Canada 145,848,499 12.47% Crompton,John D. United Kingdom 145,850,613 12.47% Cruz,Zoe Greece 145,856,993 12.47% Cunningham, Michael T. United States 146,173,257 12.50% Cunningham,Michael John United Kingdom 145,850,519 12.47% Cunningham,Stephen M. United States 145,849,377 12.47% Curtis,Michael S. United States 145,853,264 12.47% Damico,Christopher United States 145,848,499 12.47% D'Antonio,Stephen H. United States 145,853,462 12.47% Darst,David M. United States 145,849,107 12.47% Davidson,John P. United States 145,850,986 12.47% Davidson,Richard Gavin United Kingdom 145,848,499 12.47% Davis,Barry United States 145,856,058 12.47% Davis,Joseph F. United States 145,854,889 12.47% Day,Jacqueline A. United Kingdom 145,849,509 12.47% de Balasy,Jean-Jacques Raymond France 145,848,499 12.47% De Chazal,Guy L. United States 145,856,845 12.47% de Montfort,Piers United Kingdom 145,866,525 12.47% De Winton, William Michael Jeffries United Kingdom 145,848,499 12.47% Dean,Angela H. United Kingdom 145,849,481 12.47% Dean,Gordon G. United States 145,853,718 12.47% Dee,Michael E. United States 145,853,331 12.47% DeLuca, Anthony United States 145,848,790 12.47% DeMartini, Richard United States 146,808,713 12.55% Derbes,Richard A. United States 146,025,956 12.48% deRegt,Kenneth M. United States 145,858,029 12.47% Desalvo,Matthew S. United States 145,853,907 12.47% Dey,Peter J. Canada 145,848,499 12.47% Dickman,Michael J. United States 145,853,109 12.47% Dolan, Martin W. United States 145,848,499 12.47% Donoghue,Michael J. United States 145,853,507 12.47% Doran,William M. United States 145,857,337 12.47% Dorfman,Jonathan L. United States 145,853,508 12.47% Doshi,Mihir J. United States 145,852,792 12.47% Drake,George United States 145,849,886 12.47% Driscoll,Thomas P. United States 145,851,548 12.47% Dritley,Jeffrey A. United States 145,849,002 12.47% Dunn,Kenneth B. United States 145,850,111 12.47% Durrant,James United Kingdom 145,848,499 12.47% Dutt, Ashoke United States 145,848,499 12.47% Ebers-Franckowiak,Gay L. United States 145,849,397 12.47% Edelstone,Mark L. United States 145,848,863 12.47% Ehrenkranz,John B. United States 145,851,163 12.47% Eichorn,Mark D. United States 145,850,492 12.47% Eifler,Carl M. United States 145,849,951 12.47% Elliott,Jerry V. United States 145,848,808 12.47% Ellis,Simon Frederick United Kingdom 145,848,499 12.47% English,Frank E. United States 145,856,132 12.47% Epstein,Stuart J. United States 145,852,778 12.47% Esser,Stephen F. United States 145,850,202 12.47% Essig,Karl P. United States 145,855,634 12.47% Estes,Susan M. United States 145,854,129 12.47% Evans,R Bradford United States 145,858,859 12.47% Ewell,C. Daniel United States 145,853,482 12.47% Fadel,James P. United States 145,849,233 12.47% Falls,Amy C. United States 145,850,218 12.47% Farley,Nicholas John United Kingdom 145,848,499 12.47% Fawcett,Amelia C. United States 145,854,035 12.47% Feldman,Kirsten J. Canada 145,855,286 12.47% Feldman,Robert A. United States 145,848,499 12.47% Feldmann,Joel P. United States 145,850,939 12.47% Felix,Richard B. United States 145,858,220 12.47% Fernandez,Henry A. United States 145,852,661 12.47% Fiedorek,Bruce D. United States 145,858,064 12.47% Field-Marsham,Scott R. Canada 145,852,649 12.47% Flannery, Simon United States 145,848,499 12.47% Francescotti,Mario United Kingdom 145,864,547 12.47% Frank,Alexander C. United States 145,853,462 12.47% Freeman,Ivan K. United States 145,854,379 12.47% Friedman,Catherine J. United States 145,853,679 12.47% Friedman,Philip W. United States 145,854,067 12.47% Friend,Warren H. United States 145,854,599 12.47% Frost,Ronald X. United States 145,854,039 12.47% Fung,E. Michael Hong Kong 145,848,499 12.47% Gallo,Fabrizio Italy 145,849,423 12.47% Gandhi,Vikram S. India 145,852,440 12.47% Garber,Victor S. United States 145,855,423 12.47% Garrison,Robert E. United States 145,853,347 12.47% Gartin,Clinton G. United States 145,866,090 12.47% Gartland, Robert F. United States 145,939,850 12.48% Garvey, Andrew United States 145,848,499 12.47% Gault,Bernard France 145,848,797 12.47% Genova,Lisa A. United States 145,853,165 12.47% Germany,J. David United States 145,850,202 12.47% Girsky,Stephen J. United States 145,849,876 12.47% Glascott,James D. United States 145,852,885 12.47% Goldberg,Alan E. United States 145,857,318 12.47% Gorman Taylor,Jessica G. United States 145,853,337 12.47% Goulart,Steven J. United States 145,848,656 12.47% Gould,Richard G. United States 145,855,573 12.47% Graham,Gilles United Kingdom 145,849,451 12.47% Greenberg,Edward M. United States 145,851,928 12.47% Greenshields,Simon T.W. United Kingdom 145,855,359 12.47% Greenwald,Jamie United States 145,850,155 12.47% Gremont,Arnaud Jean-Marie France 145,848,499 12.47% Grimes,Michael D. United States 145,849,645 12.47% Haffner,Lynn C. United States 145,859,098 12.47% Halliday,Christopher I. United Kingdom 145,848,499 12.47% Hamada,Toshiyuki Japan 145,851,743 12.47% Hamilton,Peter F. United States 145,854,060 12.47% Hantho,Mark A. Canada 145,849,160 12.47% Hara,Fusao Japan 145,848,499 12.47% Harding,William J. United States 145,850,302 12.47% Hardman,E. Davisson United States 146,075,042 12.49% Harker,Steven John Australia 145,848,499 12.47% Harland,Christopher M. United States 145,854,848 12.47% Harpe,Michael G. Canada 145,853,649 12.47% Harris, Mark United States 145,849,386 12.47% Harris,Carla A. United States 145,852,988 12.47% Harris, Trevor United States 145,848,515 12.47% Harris,W. Brooks United States 145,851,884 12.47% Harvey, Peter United States 145,849,811 12.47% Havens,John P. United States 145,856,993 12.47% Hay,Marianne Laing United Kingdom 145,850,290 12.47% Haythe,David O. United States 145,848,499 12.47% Hedlund,Mats Mikael Sweden 145,849,804 12.47% Hegglin,Daniel R. Switzerland 145,885,723 12.47% Hendel,Stuart J. United States 145,852,896 12.47% Hepburn,John K. Canada 145,848,499 12.47% Heyes,Richard C. United Kingdom 145,851,451 12.47% Higgins, James F. United States 147,763,139 12.63% Hoch,James S. United States 145,853,658 12.47% Hoffen,Howard I. United States 145,852,899 12.47% Hoffman,Michael C. United States 145,853,548 12.47% Hogan,Jeffrey N. United States 145,849,215 12.47% Hoit, Roger United States 145,848,499 12.47% Holzschuh,Jeffrey R. United States 145,855,039 12.47% Hoornweg,Roberto Netherlands 145,849,453 12.47% Hsieh,Jackson United States 145,850,300 12.47% Hu,Wei-Chung Bradford Taiwan 145,852,652 12.47% Huang,Susan S. United States 145,852,163 12.47% Huntley,Kristen S. United States 145,853,482 12.47% Hyman,John Edward United Kingdom 145,850,267 12.47% Imanishi,Jun Japan 145,848,499 12.47% Isasi,Luis Spain 145,848,499 12.47% Ivey,Tracey H. United States 145,850,202 12.47% Iyer,Anand S. United States 145,848,656 12.47% Jacobs,David A. United States 145,850,921 12.47% Jalouneix,Olivier France 145,848,499 12.47% James,George Michael United States 145,861,398 12.47% James,Melissa E. United States 145,852,489 12.47% Janson,Michael M. United States 145,872,583 12.47% Jodka,Jonathan D. United States 145,852,145 12.47% Johansson,Jerker M. Sweden 145,851,578 12.47% Johnson,David United States 145,875,329 12.47% Johnson,Margaret Kinsley United States 145,853,349 12.47% Johnson,R. Sheldon United States 146,007,318 12.48% Johnson,Theodore J. United States 145,850,049 12.47% Jones,Alan K. United States 145,851,133 12.47% Jones,Robert W. United States 145,867,929 12.47% Joseph,Ravindra J. Sri Lanka 145,853,321 12.47% Juterbock,Thomas M. United States 145,858,636 12.47% Kamen,Eric M. United States 145,855,389 12.47% Kamins,Harold W. United States 145,852,880 12.47% Kani,Takeo Japan 145,848,499 12.47% Katsuragi,Akio Japan 145,848,499 12.47% Kauffman,Richard L. United States 145,851,585 12.47% Kayello,Sammy Lebanon 145,848,499 12.47% Kelleher,Colm Thomas United Kingdom 145,853,097 12.47% Kelley,Scott M. United States 145,853,482 12.47% Kelly,George J. United States 145,854,795 12.47% Kemp,Stephen C. United Kingdom 145,849,080 12.47% Kempf, Donald G. United States 145,854,094 12.47% Key,Nigel R. United States 145,850,225 12.47% Khadjavi,Laya Iran 145,853,288 12.47% Kilcoyne,Moira A. United States 145,852,260 12.47% Kim,Eun Sang Korea 145,848,499 12.47% Kimball,Paul G. United States 145,929,967 12.48% Kindred,Jonathan B. United States 145,854,379 12.47% Kirkland,Derek G. United States 145,854,132 12.47% Kishimoto,Satoshi Japan 145,848,499 12.47% Knee,Jonathan A. United States 145,848,992 12.47% Koederitz,Candice E. United States 145,857,230 12.47% Koerling,Heinrich Germany 145,849,293 12.47% Konolige,Kit United States 145,851,175 12.47% Kourakos,William United States 145,852,663 12.47% Kovich,Nicholas J. United States 145,850,202 12.47% Kreider,Steven K. United States 145,850,064 12.47% Krom,Frederick B. United States 145,856,058 12.47% Lamountain,Jon United States 145,854,399 12.47% Lancksweert,Dominique Belgium 145,848,499 12.47% Landers,John Q. United States 145,853,247 12.47% Landman,David United States 145,853,818 12.47% Langford,Thomas R. United States 145,850,126 12.47% Langsam,Joseph A. United States 145,854,899 12.47% Lap,Michiel P. Netherlands 145,849,353 12.47% Latif,Nadir S. United Kingdom 145,850,207 12.47% Lavelle,Brendan J. United States 145,848,915 12.47% Leach,Brian United States 145,854,502 12.47% Leimer,Willi Kurt Austria 145,848,499 12.47% Leitch,Donald S. United States 145,853,570 12.47% Lenowitz,Scott J. United States 145,852,972 12.47% Levy,Thomas A. United States 145,852,589 12.47% Levy,William D. United States 145,850,137 12.47% Lewis,William M. United States 145,856,993 12.47% Liang,James L. United States 145,851,477 12.47% Lieblich,Steven United States 145,852,756 12.47% Lippi,Marco Italy 145,849,763 12.47% Lipton,Stephen C. United Kingdom 145,850,705 12.47% Little,James W. United States 145,853,005 12.47% Liu,Jialin China 145,851,246 12.47% Loarie,Robert J. United States 145,852,754 12.47% Lorentzen,Kent R. United States 145,854,313 12.47% Lovoi,John V. United States 145,849,658 12.47% Lucaya,Jorge Spain 145,848,933 12.47% Lyche, Iver United States 145,848,499 12.47% Lynch,Elizabeth W. United States 145,852,969 12.47% Macdonald,Gavin L. United Kingdom 145,848,499 12.47% Mack,John J. United States 145,858,945 12.47% Maguire,J. Robert United States 145,853,934 12.47% Mahon,James J. United States 145,856,875 12.47% Maiwald,Maryann K. United States 145,850,202 12.47% Mamdani,Mahmoud A. United States 145,853,917 12.47% Manson,Christopher J. J. United Kingdom 145,851,099 12.47% Mantz,Jay H. United States 145,850,416 12.47% Maratos,Jason G. Greece 145,848,499 12.47% Marcin,Robert J. United States 145,849,995 12.47% Margolis,Jeffrey United States 145,850,288 12.47% Markwalter,John S. United States 145,856,012 12.47% Marsch,Paul Andrew United Kingdom 145,849,433 12.47% Martin,M. Paul United States 145,853,739 12.47% Mason,Alexander Maurice Ireland 145,849,185 12.47% Massot, Sylvain P. United Kingdom 145,849,169 12.47% Masucci,Ferdinand D. United States 145,855,012 12.47% Matlock,Scott W. United States 145,850,897 12.47% McCombe,William D. Australia 145,854,075 12.47% McDonnell,Gail P. United States 145,851,256 12.47% McDonough,Patrick J. United States 145,853,430 12.47% McGeehan,John D. United States 145,853,849 12.47% McGinnis,James P. United States 145,850,399 12.47% McGuire, Raymond J. United States 145,848,499 12.47% McHugh,Daniel United States 145,849,349 12.47% McMahon,Franklin D. United States 145,848,647 12.47% Medina,Daniel L. United States 145,848,997 12.47% Meeker,Mary G. United States 145,851,883 12.47% Melchiorre, Anthony United States 145,848,943 12.47% Merin, Mitch United States 146,668,905 12.54% Metzler,Robert A. United States 145,855,584 12.47% Meuli,Benjamin United Kingdom 145,848,499 12.47% Meyer,Robert L. United States 145,852,608 12.47% Micioni,Peter J. United States 145,852,752 12.47% Milazzo,Jason T. United States 145,849,230 12.47% Mirat,Pierre Jean Henri France 145,848,499 12.47% Missett,Bruce M. United States 145,854,134 12.47% Mizen,Greg E. United States 145,853,301 12.47% Mizuno,Toshiya Japan 145,848,499 12.47% Moehlmann,Claus Christian Germany 145,848,601 12.47% Mogenson,Harvey B. United States 145,850,135 12.47% Mole,Marie L. United States 145,852,935 12.47% Moonier,James F. United States 145,853,535 12.47% Moore,David Neil United Kingdom 145,850,549 12.47% Moore,Donald A. United States 145,848,545 12.47% Moore,Duncan Charles McNaught United Kingdom 145,851,975 12.47% More,Daniel B. United States 145,851,305 12.47% Morgan,David H. United Kingdom 145,850,263 12.47% Mortimer,Patrick J. United States 145,853,204 12.47% Moscati,Leonard F. United States 145,854,099 12.47% Mothersill, Christopher C. United States 145,848,499 12.47% Mourre,Marc France 145,849,633 12.47% Mozer,Francine L. United States 145,862,504 12.47% Mueller,John M. United States 145,852,753 12.47% Muller,Peter United States 145,851,329 12.47% Muller,Thomas R. United States 145,855,011 12.47% Mullin,Sean C.V. Canada 145,852,807 12.47% Munari, Andrea United Kingdom 145,848,499 12.47% Munemara, Kenji Japan 145,848,499 12.47% Munger,Stephen R. United States 145,855,186 12.47% Murphy,Devin I. United States 145,852,664 12.47% Murphy,Kevin C. United States 145,853,649 12.47% Murray,Eileen K. United States 145,967,006 12.48% Murray,Peter J. United Kingdom 145,848,499 12.47% Nabhan, Robert Gregory United States 145,848,499 12.47% Nagrani,Vineet India 145,848,499 12.47% Nakada,Kenji Japan 145,848,499 12.47% Nakamura, Masayoshi Japan 145,848,499 12.47% Naylor,Margaret P. United Kingdom 145,849,293 12.47% Nelms, David United States 146,261,715 12.50% Neuberger,Mark A. United States 145,852,454 12.47% Neubert,David L. C. United States 145,850,659 12.47% Neuwirth,David N. United States 145,853,104 12.47% Newcomb,Philip V. United States 145,853,759 12.47% Newhouse,Stephan F. United States 145,857,318 12.47% Ni Chathmhaoil,Aifric Ireland 145,848,499 12.47% Nickerson,Kenneth S. United States 145,848,644 12.47% Nicol,David United Kingdom 145,863,925 12.47% Niehaus,Christopher J. United States 145,853,933 12.47% Nosseir,Amr M. United States 145,852,596 12.47% Notley,Sean J. United Kingdom 145,855,777 12.47% Nowlin,Kevin M. United States 145,849,571 12.47% O'Brien,James M. United States 145,854,668 12.47% Ocampo,Edward J. United States 145,852,595 12.47% Oelerich,Francis J. United States 145,853,588 12.47% O'Flynn,Thomas M. Canada 145,853,877 12.47% O'Friel,Mark L. United States 145,892,045 12.47% O'Keefe,William B. United States 145,855,311 12.47% Okubo,Tsutomu Japan 145,850,299 12.47% O'Leary,William F. United States 145,855,634 12.47% Olesky,Jonathan D. United States 145,853,946 12.47% Ong, Ronald Singapore 145,848,499 12.47% Orem,John R. United States 145,853,165 12.47% Ormerod,Mark United Kingdom 145,848,847 12.47% O'Rourke, Raymond J. United States 145,848,499 12.47% Osborne,Nicholas D. United States 145,850,289 12.47% Oyarbide,Carlos Alfonso Spain 145,849,145 12.47% Pace,Joanne United States 145,858,064 12.47% Palmer,Daniel Garvey United Kingdom 145,857,179 12.47% Pandit,Vikram S. India 145,856,993 12.47% Panjwani,Raju H. United States 145,853,956 12.47% Paris,Pierre Jean France 145,848,499 12.47% Parr,Gary W. United States 145,850,893 12.47% Parzick, Joseph E. United States 145,848,499 12.47% Pasciucco,Gerard United States 145,853,580 12.47% Pasko,Christopher T. United States 145,851,163 12.47% Patel,Mukesh D. United States 145,853,802 12.47% Pavoncelli,Riccardo Italy 145,853,243 12.47% Pecori Giraldi,Galeazzo Italy 145,848,499 12.47% Pellecchio,Ralph L. United States 145,855,539 12.47% Pelosky,Robert J. United States 145,852,301 12.47% Penwell,Stephen B. United States 145,852,455 12.47% Pereira,Ian C.T. United States 145,852,496 12.47% Pereira,Paulo C. Portugal 145,848,649 12.47% Perella,Joseph R. United States 145,851,407 12.47% Perlman,Mike United States 145,850,950 12.47% Peruzzi, Hillary Kircher United States 145,850,418 12.47% Peskin,Michael W. United States 145,849,895 12.47% Peterson,C. Scott United States 145,852,905 12.47% Petery,Andras R. United States 145,857,692 12.47% Petitgas,Franck R. France 145,850,529 12.47% Petrick,Michael J. United States 145,853,205 12.47% Phillips,Charles E. United States 145,849,962 12.47% Phillips,Craig S. United States 145,851,250 12.47% Pipa,Andrew C. United States 145,854,214 12.47% Placentra,Daniel R. United States 145,853,168 12.47% Polsky,Lisa K. United States 145,849,364 12.47% Porat,Ruth M. United States 145,850,137 12.47% Porte,Thierry G. United States 145,862,528 12.47% Portogallo,Richard United States 145,854,349 12.47% Poulton,Roger United Kingdom 145,854,102 12.47% Powers, Richard United States 146,123,533 12.49% Pratt,Frank T. United States 145,858,029 12.47% Purcell,Philip J. United States 150,443,023 12.86% Rabin,Michael D. United States 145,851,839 12.47% Raettig,Lutz Germany 145,848,499 12.47% Raffel,Andreas Germany 145,851,881 12.47% Ramachandran,Narayan India 145,849,209 12.47% Ramakrishnan,Guru K. India 145,852,858 12.47% Rankin,Charles United Kingdom 145,849,695 12.47% Rankowitz,Michael L. United States 145,855,297 12.47% Rault,Joseph M. United States 145,856,179 12.47% Ravitz,Leslie C. United States 145,852,666 12.47% Refvik,Olav N. Norway 145,852,715 12.47% Reicin,Glenn M. United States 145,850,854 12.47% Reilly,Christine I. United States 145,855,664 12.47% Remec,Marko C. United States 145,854,848 12.47% Restaino,Paolo Anthony Italy 145,848,499 12.47% Richard,Scott F. United States 145,850,202 12.47% Richter,Maria Del Carmen Panama 145,851,144 12.47% Riefler,Linda H. United States 145,852,295 12.47% Riley,Thomas R. United States 145,853,898 12.47% Roach,Stephen S. United States 145,854,764 12.47% Robey,Simon C. United Kingdom 145,848,977 12.47% Robson,Glenn R. United States 145,852,029 12.47% Rochat,Christian Pierre Switzerland 145,848,815 12.47% Rodman,Kevin L. United States 145,854,527 12.47% Roessler,Gustavo S. United States 145,849,088 12.47% Roger,Robin United States 145,852,861 12.47% Rosen, Saul M. United States 145,848,499 12.47% Rosenthal,Richard S. United States 145,854,349 12.47% Rowe,Tamsin E.E. United Kingdom 145,851,843 12.47% Rowley,Andrew F. United States 145,856,240 12.47% Rubenstein,Alan Martin United Kingdom 145,848,499 12.47% Runde,James A. United States 145,858,106 12.47% Russell,David A. United Kingdom 145,853,281 12.47% Russo,Stefano Italy 145,848,499 12.47% Saito,Makoto Japan 145,848,499 12.47% Salant,Marshal L. United States 145,854,848 12.47% Salisbury,Joshua M. United States 145,848,823 12.47% Salisbury,William R. United States 145,850,257 12.47% Sama,Alok India 145,853,398 12.47% Sanders,William J. United States 145,850,128 12.47% Sandling,M. James United States 145,854,220 12.47% Sandulli,Richard P. United States 145,849,638 12.47% Santo, Michael United States 145,917,338 12.47% Sargent,Robert A. United Kingdom 145,849,293 12.47% Saucedo, Colette United States 145,849,257 12.47% Scanlan, Robert United States 146,009,779 12.48% Schaaff,Harold J. United States 145,853,647 12.47% Schaefer,John H. United States 146,215,667 12.50% Scheuer,Alan United States 145,850,802 12.47% Schlarbaum,Gary G. United States 145,850,202 12.47% Schneider, Thomas United States 147,506,239 12.61% Schoder,Andrew O. United States 145,864,164 12.47% Schuettler,Hans Joerg Germany 145,848,499 12.47% Schwartz,Richard C. United States 145,850,988 12.47% Scott,Andrew C. United States 145,855,288 12.47% Scott,Charles H. United Kingdom 145,851,041 12.47% Scott,Robert G. United States 146,171,401 12.50% Scowcroft,John A. United States 145,849,044 12.47% Scully,Robert W. United States 145,980,356 12.48% Sculthorpe,Robert B. United States 146,124,595 12.49% Scurletis,Dennis T. United States 145,849,996 12.47% Seigel,Mark A. United States 145,861,413 12.47% Seiler,Alex W. United States 145,849,922 12.47% Sella,Roberto M. United States 145,849,761 12.47% Serra,Loredana United States 145,849,932 12.47% Sethi,Vinod R. India 145,852,639 12.47% Shah,Dhiren H United States 145,854,379 12.47% Shapiro,John A. United States 145,856,340 12.47% Sharma,Sutesh K. United Kingdom 145,849,303 12.47% Shea,Dennis F. United States 145,859,060 12.47% Shear,Neal A. United States 145,857,318 12.47% Shelton,Richard David United States 145,852,936 12.47% Shepardson,Robert M. United States 145,852,163 12.47% Shigenari,Yoshihiko Japan 145,852,636 12.47% Short,Marium A. United States 145,854,452 12.47% Silver,Caroline Louise United Kingdom 145,848,499 12.47% Simonyan,Rair Russia 145,848,499 12.47% Simpson,Justin S. Ireland 145,852,741 12.47% Sine,Jeffrey A. United States 145,855,104 12.47% Sipprelle,Dwight D. United States 145,854,905 12.47% Skov,Andy B. United States 145,849,876 12.47% Slaughter,J. E. Hoke United States 145,851,892 12.47% Smith, A. Thomas III United States 145,848,546 12.47% Smith,Charissa H. United States 145,853,766 12.47% Smith,Jeffrey W. United States 145,863,983 12.47% Smith,Judith A. United States 145,855,825 12.47% Smith,R. Bram United States 145,849,397 12.47% Soter,Arthur P. United States 145,857,563 12.47% Spencer,Cordell G. Canada 145,852,717 12.47% Spingardi,Tomaso Italy 145,849,197 12.47% Spitzley,Ray L. United States 145,851,314 12.47% Steele,Kenneth J. United Kingdom 145,848,499 12.47% Stein,Jens-Peter Germany 145,850,582 12.47% Steinman,Richard M. United States 145,852,776 12.47% Stewart, John R. United States 145,855,799 12.47% Stewart,Colin R. United States 145,851,874 12.47% Stoltz,Murray C. United States 145,850,111 12.47% Stott,Peter United Kingdom 145,851,881 12.47% Stoupnitzky,Gregory A. France 145,848,656 12.47% Strong,William H. United States 145,852,518 12.47% Studzinski,John J. United States 145,857,849 12.47% Stynes,James B. United States 145,860,190 12.47% Sugio,Kunihiko Japan 145,848,499 12.47% Sullivan, James L. United States 145,848,499 12.47% Swanson, David United States 145,848,499 12.47% Sweeney,Francis J. United States 145,853,839 12.47% Swift,Richard W. United States 145,859,495 12.47% Szilasi,William J. United States 145,855,087 12.47% Takaseki,Hitoshi Japan 145,848,499 12.47% Takasugi,Tetsuo Japan 145,890,671 12.47% Tanner,James L. United States 145,859,831 12.47% Tarika,Roger C United States 145,854,988 12.47% Taubman,Paul J. United States 145,853,919 12.47% Tell,Martin R. United States 145,853,138 12.47% Teissonniere, Francois R. United Kingdom 145,848,499 12.47% Terreson,Douglas T. United States 145,849,920 12.47% Tharnstrom,Charles A. United States 145,853,467 12.47% Thees,Thomas M. United States 145,854,829 12.47% Thivierge,Ann D. United States 145,852,682 12.47% Thomas,Owen D. United States 145,853,703 12.47% Thomas,Richard H. United Kingdom 145,857,773 12.47% Tierney,Raymond M. United States 145,850,434 12.47% Tilley,James A. Canada 145,857,318 12.47% Timmins,David John United Kingdom 145,849,293 12.47% Tisdale,Andrew A. United States 145,851,754 12.47% Togut,David M. United States 145,849,196 12.47% Toldalagi,Paul M. United States 145,849,112 12.47% Topper,David J. United States 145,855,250 12.47% Tory,Michael Alexander Canada 145,848,977 12.47% Toubale,Tarek France 145,848,499 12.47% Towse,Robert C. United States 145,860,993 12.47% Tracy,John M. United States 145,853,902 12.47% Trapp,Goran Par Sweden 145,849,465 12.47% Trauber,Stephen M. United States 145,849,939 12.47% Tsai,Andrew S. Hong Kong 145,848,499 12.47% Tufariello,Anthony B. United States 145,852,849 12.47% Tulp,Allan J. United States 145,853,490 12.47% Uva,Michael D. United States 145,853,841 12.47% Vadala,Charles F. United States 145,856,734 12.47% Valeiras,Horacio A. United States 145,850,180 12.47% Valentine,James J. United States 145,848,645 12.47% Van Dyke,Henry United States 145,853,588 12.47% Van Nieuwenhuizen,Jan L. Netherlands 145,850,265 12.47% Vandenbrink, John D. United States 145,848,499 12.47% Vial,Patrice Jacques France 145,848,499 12.47% Von Uffel,George Kurt United States 145,853,739 12.47% Voreyer,Robert J. United States 145,853,241 12.47% Wadsworth,John S. United States 145,995,938 12.48% Wager,Malcolm United Kingdom 145,849,293 12.47% Walker,Sir David Alan United Kingdom 145,849,549 12.47% Walsh,Frederick R. United States 145,855,587 12.47% Walsh,Nelson S. United States 145,852,533 12.47% Warren,David R. United States 145,850,841 12.47% Wasson,David F. United States 145,853,414 12.47% Waters,Daniel E. United States 145,850,700 12.47% Webley,John United Kingdom 145,849,557 12.47% Weiant,William M. United States 145,850,508 12.47% Weidner,Jan Germany 145,848,499 12.47% Weinstein, Seth I. United States 145,849,979 12.47% Westerfield,John E. United States 145,851,879 12.47% Westerink,Erik J. Netherlands 145,848,703 12.47% Weston,Michael New Zealand 145,857,093 12.47% Whalen,Patrick J. United States 145,852,349 12.47% White,William H. United States 145,852,878 12.47% Whittington,Marna C. United States 145,850,202 12.47% Whyte,Gregory J. United States 145,867,354 12.47% Wien,Byron R. United States 145,869,572 12.47% Williamson,John MacKay United Kingdom 145,848,499 12.47% Wilson,Kirk R. United States 145,854,379 12.47% Winnington-Ingram,Rebecca S. United Kingdom 145,851,457 12.47% Wipf,Thomas G. United States 145,854,169 12.47% Wise,Michael R. United States 145,848,921 12.47% Wolkowitz,Benjamin United States 145,860,108 12.47% Wood,Jerome C. United States 145,856,070 12.47% Woolworth,Richard G. United States 145,862,435 12.47% Worley,Richard B. United States 145,849,364 12.47% Wotowicz,John S. United States 145,851,681 12.47% Wright,Peter John New Zealand 145,848,499 12.47% Wright,William H. United States 145,853,093 12.47% Wu,Chang Gen China 145,848,499 12.47% Yamamoto,Takatoshi Japan 145,848,499 12.47% Yang,Ho C. Korea 145,848,499 12.47% Yankou,Thomas J. United States 145,853,089 12.47% Young,Astley Tyrell United Kingdom 145,851,127 12.47% Young,Harrison United States 145,851,590 12.47% Yuki,Kohei Japan 145,864,923 12.47% Zaoui,Michael A. France 145,853,573 12.47% Zhang,Songyi Hong Kong 145,849,786 12.47% Zimmerman, John United States 145,849,826 12.47%
Item 1. Security and Issuer. ------------------- This statement relates to the Common Stock, par value $.01 per share (the "MSDW Shares"), of Morgan Stanley Dean Witter & Co., a Delaware corporation. The merger (the "Merger") of Morgan Stanley Group Inc. ("Morgan Stanley") with and into Dean Witter, Discover & Co. ("Dean Witter Discover") was effective as of May 31, 1997. Pursuant to the Merger, Dean Witter Discover, the surviving corporation of the Merger, changed its name to "Morgan Stanley, Dean Witter, Discover & Co." ("MSDWD"). As a result of the Merger, each issued and outstanding share of Morgan Stanley common stock, par value $1.00 per share (the "MS Shares"), was converted (subject to certain exceptions) into 1.65 MSDW Shares. On March 24, 1998, MSDWD changed its corporate name to Morgan Stanley Dean Witter & Co. (the "Company"). The address of the principal executive office of the Company is 1585 Broadway, New York, New York 10036. Item 2. Identity and Background. ----------------------- (a)-(c), (f) Appendix A to the cover sheet hereof contains the names of the persons (the "Reporting Persons") who beneficially own MSDW Shares that are subject to the voting and any disposition restrictions set forth in (1) the employee Stockholders' Agreement, as amended, and/or any of the Plan Agreements or (2) the MAS Agreements or (3) the VKAC Agreements (collectively, the "Restrictive Agreements"), all as described in Item 6, to which such persons are party to and on whose behalf this filing is made. Appendix A to the cover sheet hereof provides the name, citizenship and aggregate amount beneficially held by each Reporting Person. The business address of each of the Reporting Persons is 1585 Broadway, New York, NY 10036. (d)-(e) No Reporting Person during the last five years has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. ---------------------------- The MSDW Shares held by the Reporting Persons are beneficially owned pursuant to one or more of the following: (1) Pursuant to the recapitalization (the "Recapitalization") effective February 14, 1986 in which holders of Morgan Stanley's then outstanding privately-held common stock and non-cumulative preferred stock received MS Shares, and holders of Morgan Stanley's outstanding $8 cumulative senior preferred stock received shares of $8 Cumulative Convertible Preferred Stock, stated value $100 per share (the "Convertible Preferred Shares"), all of which were subsequently converted into MS Shares (the MSDW Shares beneficially owned by the Reporting Persons and resulting from the conversion in the Merger of MS Shares (including the MS Shares received upon conversion of the Convertible Preferred Shares) obtained pursuant to the Recapitalization are referred to herein as "Recapitalization Shares"); (2) Pursuant to participation in the Company's 1986 Stock Option Plan (the "Option Plan"), the Company's Performance Unit Plan (the "PUP Plan"), the Company's 1988 Equity Incentive Compensation Plan (the "1988 Equity Incentive Plan"), the Company's 1995 Equity Incentive Compensation Plan (the "1995 Equity Incentive Plan" and, together with the 1988 Equity Incentive Plan, the "Equity Incentive Plans") and/or the Company's U.K. Group Profit Sharing Scheme and Plan (the "U.K. Profit Sharing Scheme") and/or similar employee benefit plans or arrangements (the Option Plan, the PUP Plan and the Equity Incentive Plans are referred to collectively as the "Plans", and the MSDW Shares beneficially owned pursuant to participation in such Plans and the U.K. Profit Sharing Scheme being referred to herein as "Benefit Plan Shares"); (3) Pursuant to the acquisition of MS Shares (which were subsequently converted in the Merger into MSDW Shares) as part of the purchase price paid to certain of the Reporting Persons (the "Former MAS General Partners") in respect of the sale on January 3, 1996 of their general partnership interests in Miller Anderson & Sherrerd, LLP, a Pennsylvania registered limited liability partnership ("MAS"), to Morgan Stanley Asset Management Holdings Inc., an indirect wholly-owned subsidiary of the Company ("MSAMHI") (such MSDW Shares being referred to herein as the "MAS Shares"); (4) Pursuant to the acquisition of MSDW Shares resulting from the conversion of Exchangeable Redeemable Preferred Stock of MSAM Holdings II, Inc., a wholly-owned subsidiary of the Company ("MSAMHII"), stated value $100 per share (the "MSAMHII Convertible Preferred"), acquired as part of the purchase price paid to certain of the Reporting Persons (the "Former VKAC Officers") in exchange for the contribution on October 31, 1996 of their interest in VK/AC Holding, Inc. ("VKAC") to MSAMHII in conjunction with MSAMHII's acquisition of VKAC (such MSDW Shares being referred to herein as the "VKAC Shares"); and (5) Pursuant to privately negotiated or open market transactions or participation in various employee benefit and executive compensation plans of Dean Witter Discover (the "DWD Plans") (the MSDW Shares beneficially owned pursuant to such transactions being referred to herein as "Separately Acquired Shares"). In addition, many of the Reporting Persons are participants in the Company's Employee Stock Ownership Plan (the "ESOP"), under which they had been allocated shares of the Company's ESOP Convertible Preferred Stock (the "ESOP Preferred Stock") (including shares of Morgan Stanley ESOP Convertible Preferred Stock that were converted in the Merger into ESOP Preferred Stock). Each share of ESOP Preferred Stock was convertible into 6.6 MSDW Shares. As of the date hereof, all of the ESOP Preferred Stock had been converted into MSDW Shares (the "ESOP Shares"). The MSDW Shares received upon conversion that are allocated to Reporting Persons are included in the amounts beneficially owned by such Reporting Persons. Certain of the Reporting Persons have also contributed MSDW Shares to private investment funds (the "Funds"). The MSDW Shares held in the Funds are included in the amounts beneficially owned by the relevant Reporting Persons. The investment managers of the Funds currently have voting and disposition power with respect to shares held by the Funds. However, investors in the Funds have the right to redeem their interests on a daily basis at net asset value, and may request the investment manager to deliver the shares originally contributed, to the extent they are still held by the Funds, as all or part of the redemption proceeds. The number of shares received by an investor upon redemption may be more or less than the number of shares originally contributed, depending upon the relative value of such shares and the investor's interest in the Funds at the date of redemption. The MS Shares that were converted in the Merger into each Reporting Person's Recapitalization Shares, if any, were acquired in exchange for such Reporting Person's shares of Morgan Stanley's privately-held common stock and non-cumulative preferred stock and/or as a result of the conversion of the Convertible Preferred Shares; each Reporting Person's Benefit Plan Shares and ESOP Shares, if any (including the MS Shares that were converted in the Merger into each Reporting Person's Benefit Plan Shares and shares of ESOP Preferred Stock that were subsequently converted into ESOP Shares, if any), were acquired pursuant to the terms of the Plans, the U.K. Profit Sharing Scheme and the ESOP in consideration of services rendered and, in the case of MSDW Shares to be acquired pursuant to an exercise of options granted under a Plan, will be acquired by payment of the exercise price of the option; the MS Shares that were converted in the Merger into each Former MAS General Partner's MAS Shares were acquired as part of the purchase price paid in connection with the sale of their general partnership interests in MAS as described above; the VKAC Shares were acquired by the Former VKAC Officers upon their exchange of their shares of MSAMHII Convertible Preferred which were acquired in consideration for the contribution of their interests in VKAC to MSAMHII in conjunction with MSAMHII's acquisition of VKAC as described above; and each Reporting Person's Separately Acquired Shares, if any (including the MS Shares that were converted in the Merger into each Reporting Person's Separately Acquired Shares, if any), were acquired by payment of personal funds or as a gift or pursuant to the terms of various DWD Plans in consideration of services rendered and, in the case of MSDW Shares to be acquired pursuant to an exercise of options granted under a DWD Plan, will be acquired by payment of the exercise price of the option. Item 4. Purpose of Transaction. ---------------------- Recapitalization Shares The Recapitalization was effected as of February 14, 1986, and the Recapitalization Shares were acquired in order to facilitate an initial public offering of the MS Shares. Prior to the Recapitalization, the then Managing Directors and Principals of Morgan Stanley & Co. Incorporated, a subsidiary of the Company (and, at the time of the Recapitalization, a subsidiary of Morgan Stanley), owned all of Morgan Stanley's common stock. After the Recapitalization and the initial public offering of the MS Shares, such Managing Directors and Principals (as a group) owned approximately 79% of the MS Shares, the voting and disposition of which were subject to the Stockholders' Agreement (defined below in Item 6). The voting and disposition restrictions currently applicable to the Recapitalization Shares are discussed in Item 6. Benefit Plan Shares Subsequent to April 3, 1996 up to an aggregate of 174,932,968 MS Shares corresponding to 288,639,396 MSDW Shares following the Merger, were authorized for issuance pursuant to the 1995 Equity Incentive Plan. Awards may no longer be granted under the Option Plan, the PUP Plan and the 1988 Equity Incentive Plan, although MSDW Shares beneficially owned pursuant to such plans (as a result of the conversion of MS Shares in the Merger) remain outstanding. Each of the Plans is administered by the Compensation Committee of the Board of Directors (the "Compensation Committee"), which selects the particular eligible persons who will receive awards under the Plans and many of the DWD Plans and determines the size and terms of such awards. All members of the Compensation Committee are outside directors. Option Plan The purpose of the Option Plan was to provide an incentive to certain Managing Directors, Principals, officers, key employees and consultants of the Company and its subsidiaries ("Certain Personnel") to remain in the employ of the Company and such subsidiaries and to increase their interest in the success of the Company by offering them an opportunity to obtain a proprietary interest in the Company through the grant of options to purchase MS Shares (all options outstanding at the time of the Merger were converted into options to purchase MSDW Shares). Awards were granted under the Option Plan from 1986-1988 ("SOP Options"); awards may no longer be granted under the Option Plan. The exercise price of a SOP Option was not permitted to be less than 100% of the fair market value of the MS Shares subject to the SOP Option as of the grant date, as determined by the Compensation Committee. A SOP Option became exercisable at a rate of one-third of the number of MS Shares covered by such option grant after each of the first three anniversaries of the date of grant, unless the Compensation Committee otherwise provided. All SOP Options have been exercised or have expired. The individual option agreement entered into by any Reporting Person pursuant to the Option Plan contains restrictions on voting of any MS Shares (or following the Merger, MSDW Shares) acquired pursuant to the Option Plan as discussed in Item 6. PUP Plan The purpose of the PUP Plan was to benefit and advance the interests of the Company and its subsidiaries by rewarding Certain Personnel for their contributions to the financial success of the Company and thereby motivate them to continue to make such contributions in the future by awarding performance units (the "Performance Units") whose value was determined by reference to earnings per share of the MS Shares over a stated period of time. Awards were granted under the PUP Plan from 1986-1988; awards may no longer be granted under the PUP Plan. The value of a Performance Unit is equal to the Company's consolidated earnings per share (as determined by the Compensation Committee in accordance with the terms of the PUP Plan) during the period commencing on the first date of the Company's fiscal quarter which includes the date as of which a Performance Unit was awarded (the "Base Date") and ending on the earlier of (i) the last day of the Company's fiscal year which includes the date on which such Performance Unit was awarded and (ii) the last day of the Company's fiscal quarter in which a participant's employment is terminated by reason of death, long-term disability or retirement, or to such other date as is determined by the Compensation Committee (the "Valuation Date"). After the value of Performance Units was determined, such value generally was distributed to the recipient in equal installments on or as soon as practicable following each of the first and second anniversaries of the Valuation Date. The PUP Plan provides that 50% of each installment of such value is paid in MS Shares, and the balance is paid in cash, although the Compensation Committee may increase the percentage paid in cash or in MS Shares. All MS Shares paid to participants in the PUP Plan were converted into MSDW Shares in the Merger. The individual PUP Plan agreement entered into by a Reporting Person pursuant to the PUP Plan contains restrictions on voting of any MSDW Shares acquired as discussed in Item 6. Equity Incentive Plans The purpose of the Equity Incentive Plans is to attract, retain and motivate Certain Personnel, to compensate them for their contributions to the growth and profits of the Company and to encourage ownership by them of MSDW Shares (or, prior to the Merger, MS Shares). Under the 1995 Equity Incentive Plan the following individuals are also eligible to receive awards: nonemployee directors of subsidiaries of the Company; employees and consultants of joint ventures, partnerships or similar business organizations in which the Company has an equity or similar interest; and former employees or former consultants of the Company and of such joint ventures, partnerships or similar business organizations. The 1995 Equity Incentive Plan was adopted in accordance with the requirements of Section 162(m) of the Code, as amended, and Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Awards under the Equity Incentive Plans may be in the form of (i) stock awards consisting of one or more MSDW Shares granted or offered for sale to eligible individuals ("Restricted Shares"), (ii) stock units which are settled by delivery of MSDW Shares ("Stock Units") and/or (iii) nonqualified options to purchase MSDW Shares ("EIP Options"). Awards under the 1995 Equity Incentive Plan may also be in the form of incentive stock options, stock appreciation rights and other forms of equity-based or equity-related awards as determined by the Compensation Committee; to date, these types of awards have not been granted. MSDW Shares issued pursuant to the Equity Incentive Plans may, in the discretion of the Compensation Committee, be made subject to the same voting restrictions that are set forth in the Stockholders' Agreement and in the Plan Agreements (as defined in Item 6). Awards under the Equity Incentive Plans may, in the discretion of the Compensation Committee, be made in substitution for cash or other compensation payable to an eligible individual. The Compensation Committee may establish rules pursuant to which an eligible individual may elect to receive one form of award in lieu of any other form of award, or may elect to receive additional awards in lieu of some or all of the cash portion of his compensation. An EIP Option entitles the participant to acquire a specified number of MSDW Shares at an exercise price as determined by the Compensation Committee. The exercise price may be paid in cash or MSDW Shares or a combination thereof. The Compensation Committee has also authorized a "cashless" exercise procedure that affords participants the opportunity to sell immediately some or all of the MSDW Shares underlying the unexercised portion of an EIP Option in order to generate sufficient cash to pay the exercise price and/or to satisfy withholding tax obligations related to the EIP Option. EIP Options generally expire not later than ten years from the date of award. Restoration Option Rights ("RORs") have been granted with respect to certain EIP Options. An ROR entitles the grantee in respect of an underlying option (an "Underlying Option"), upon exercise of such Underlying Option at a time when the grantee is an employee of the Company, and upon tendering MSDW Shares to the Company in satisfaction of the exercise price of such Underlying Option, to the automatic one-time grant of an additional EIP Option (a "Restoration Option") to acquire the number of MSDW Shares equal to the number of MSDW Shares delivered to pay the exercise price of the Underlying Option, and delivered or withheld to pay taxes owed as a result of such exercise. The exercise price of a Restoration Option shall be the closing price of an MSDW Share on the date of exercise of the Underlying Option. All other terms and conditions of a Restoration Option, including the expiration date, shall be the same as the Underlying Option. Awards were granted under the 1988 Equity Incentive Plan from 1988-1996; awards may no longer be granted under the 1988 Equity Incentive Plan. No awards shall be made under the 1995 Equity Incentive Plan after April 3, 2006 or, in the case of incentive stock options, November 28, 2005. U.K. Profit Sharing Scheme MSDW Shares purchased on behalf of certain Reporting Persons pursuant to the U.K. Profit Sharing Scheme are purchased with profit-sharing awards and are held pursuant to the terms of the U.K. Profit Sharing Scheme for investment purposes. Such MSDW Shares are not subject to the restrictions on voting and disposition contained in any of the Restrictive Agreements. ESOP Shares The Company has a $140 million leveraged employee stock ownership plan, funded through an independently managed trust. The ESOP was established to broaden internal ownership of the Company and to provide benefits to its employees in a cost effective manner. ESOP Shares relating to Reporting Persons are held pursuant to the terms of the ESOP for investment purposes. Such ESOP Shares are not subject to restrictions on voting and disposition contained in any of the Restrictive Agreements. MAS Shares The acquisition of MAS by MSAMHI (together with two of its affiliates) was effected on January 3, 1996, and the MAS Shares were acquired by the Former MAS General Partners as part of the purchase price paid in connection with the sale of their general partnership interests in MAS. The voting and disposition of the MAS Shares are subject to the MAS Agreements (as defined in Item 6). The voting and disposition and other restrictions currently applicable to the MAS Shares are discussed in Item 6. VKAC Shares The acquisition of VKAC by MSAMHII was effected on October 31, 1996, and the VKAC Shares were acquired by the Former VKAC Officers upon their conversion of MSAMHII Convertible Preferred which they had acquired in exchange for the contribution of their interest in VKAC to MSAMHII in conjunction with MSAMHII's acquisition of VKAC. The voting and disposition of the VKAC Shares are subject to the VKAC Voting Agreements (as defined in Item 6). The voting and disposition and other restrictions currently applicable to the VKAC Shares are discussed in Item 6. Separately Acquired Shares Separately Acquired Shares are held by Reporting Persons for investment purposes or pursuant to the DWD Plans. Such MSDW Shares are not subject to the restrictions on voting and disposition contained in any of the Restrictive Agreements. * * * Except for (i) the acquisition of MSDW Shares issued by the Company in the ordinary course of business pursuant to the Plans, the U.K. Profit Sharing Scheme, and the ESOP (ii) the acquisition of MSDW Shares by the Former VKAC Officers upon their exchange of the MSAMHII Preferred Stock (as defined in Item 6) and (iii) the possible acquisition from time to time of additional Separately Acquired Shares for investment purposes or pursuant to the DWD Plans, none of the Reporting Persons has any plans or proposals which relate to or would result in their acquisition of additional MSDW Shares. Subject to the restrictions described in Item 6, dispositions of MSDW Shares by Reporting Persons may be made from time to time pursuant to (i) Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), (ii) a registration statement filed under the Securities Act or (iii) any available exemption from registration under the Securities Act, and in accordance with the individual investment objectives of the Reporting Person disposing of such MSDW Shares. Except as previously described in this Item 4, the Reporting Persons as a group do not have any plans or proposals that relate to or would result in any of the matters described in subparagraphs (a)-(j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) Items (11) and (13) of Appendix A to the cover sheet hereof are hereby incorporated by reference. As of September 1, 2000, the Reporting Persons as a group may be deemed to beneficially own an aggregate of 164,112,624 MSDW Shares(*), or approximately 14.03%, which represents a 1.11% decrease from the amount reported in Amendment No. 3 of Schedule 13D dated January 2, 2000 (the "Last Filing"). Since the Last Filing, the retirement or termination of certain employees became effective with the result that they are no longer Reporting Persons and certain Reporting Persons disposed of MSDW Shares. The Reporting Persons as a group hereby disclaim beneficial ownership of any MSDW Shares held by any Reporting Person as to which such Reporting Person has sole voting and dispositive power. Each Reporting Person hereby disclaims beneficial ownership of any MSDW Shares which may be deemed to be beneficially owned by other Reporting Persons as members of a group. Except as described in Schedule I, no Reporting Person has the right to acquire MSDW Shares during the period of 60 days following September 1, 2000. (b) Items (7) - (10) of the cover sheet or the information provided on Appendix A thereto for each of the Reporting Persons are hereby incorporated by reference. (c) Except as described in Schedule II, no Reporting Person has effected any transactions in any MSDW Shares during the period of 60 days preceding September 1, 2000. (d) None. (e) Not applicable. - ------------- (*) Includes 18,264,125 MSDW Shares beneficially owned by the Reporting Persons that are not subject to any of the Restrictive Agreements. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ---------------------------------------- Reporting Persons who own Recapitalization Shares have entered into a Stockholders' Agreement dated as of February 14, 1986, as amended (the "Stockholders' Agreement") (Exhibits A, B, and O hereto), which contains restrictions regarding the voting of the Recapitalization Shares. Pursuant to the terms of the Plans, the Compensation Committee has required that certain participants in such Plans enter into agreements that place restrictions on the voting of MSDW Shares acquired pursuant to such Plans similar to those restrictions set forth in the Stockholders' Agreement. Reference is hereby made to the terms of the agreements or certificates that impose such restrictions pursuant to the Plans (collectively, the "Plan Agreements"), the forms of which are included as Exhibits G, H, I, J, K, P and Q. Reporting Persons who own MAS Shares have entered into a Purchase Agreement dated as of June 29, 1995, as amended (the "MAS Purchase Agreement"), the relevant provisions of which relating to transfer and other restrictions with respect to the MAS Shares are described under "MAS Shares" below, and have executed (or agreed to become subject to) voting agreements (the "MAS Voting Agreements" (substantially in the form of Exhibit K hereto) and collectively with the MAS Purchase Agreement, the "MAS Agreements"), that place restrictions on voting of the MAS Shares that are substantially similar to restrictions contained in the Plan Agreements. Former VKAC Officers who own VKAC Shares have executed (or agreed to become subject to) voting agreements (the "VKAC Voting Agreements" (substantially in the form of Exhibit K hereto)), that place restrictions on voting of the VKAC Shares that are substantially similar to restrictions contained in the Plan Agreements. The following descriptions are qualified in their entirety by reference to the Stockholders' Agreement, the Plan Agreements, the MAS Agreements and the VKAC Voting Agreements. Voting Restrictions and Arrangements Each of the Reporting Persons is a party to one or more of the Stockholders' Agreement and the Plan Agreements, the MAS Agreements (in the case of the Former MAS General Partners), and the VKAC Voting Agreements (in the case of the Former VKAC Officers). Pursuant to the voting restrictions contained in the Stockholders' Agreement, the Plan Agreements, the MAS Voting Agreements and the VKAC Voting Agreements (such agreements will cease to have further effect on May 31, 2022), the Reporting Persons, prior to any vote of the stockholders of the Company at a meeting called with respect to any corporate action or before action is taken by written consent (a "Stockholders' Meeting"), may vote all MSDW Shares subject to the voting restrictions in a preliminary vote in such manner as each Reporting Person may determine in his sole discretion (the "Preliminary Vote"). At the subsequent Stockholders' Meeting, the Reporting Persons must then vote all such MSDW Shares which were voted in the Preliminary Vote on the matter at issue in accordance with the vote of the majority of the MSDW Shares present and voting in the Preliminary Vote. Reporting Persons who cease to be employed by the Company or any of its subsidiaries on or prior to the date of the Preliminary Vote do not participate in and are not bound by the Preliminary Vote. Recipients of Restricted Shares under the Equity Incentive Plans are entitled to exercise voting rights with respect to the MSDW Shares underlying such awards upon receipt of such awards. On March 6, 1991 the Company established a trust (the "Trust") pursuant to the Trust Agreement between the Company and State Street Bank and Trust Company, as Trustee (the "Trustee"), dated March 5, 1991 (the "Trust Agreement") (Exhibits L, M, N and R) pursuant to which the MSDW Shares that correspond to Stock Units are placed in the Trust pending vesting and conversion. Subject to the Company's right to amend or terminate the Trust at any time, the terms of the Trust Agreement permit the active employees of the Company who are holders of Stock Units (other than Certain Personnel in certain non-U.S. jurisdictions as described below) to direct the vote of the MSDW Shares held in the Trust for purposes of the Preliminary Vote. In accordance with the terms of the Amended and Restated Voting Agreement between the Trustee and the Company (Exhibit P), the Trustee has the obligation to vote the MSDW Shares held in the Trust (including MSDW Shares corresponding to Stock Units held by former employees, who do not participate in the Preliminary Vote) in accordance with the result of the Preliminary Vote. Restrictions on Disposition and Other Arrangements Equity Incentive Plans A participant's interest in any Restricted Shares, Stock Units or EIP Options will vest, the restrictions on the transferability of Restricted Shares will lapse, Stock Units will convert into MSDW Shares, and any EIP Options awarded will become exercisable, all in accordance with a schedule established by the Compensation Committee. The Compensation Committee may, however, accelerate the vesting of any award, the lapse of restrictions on the transferability of any Restricted Shares, the date on which Stock Units convert into MSDW Shares and the date on which any EIP Option first becomes exercisable. Prior to vesting and the lapse of restrictions on transferability, none of the awards under the Equity Incentive Plans may be sold, assigned, exchanged or transferred, pledged, hypothecated or otherwise disposed of or encumbered. Certain awards under the Equity Incentive Plans, whether vested or unvested, are also subject to forfeiture in circumstances specified by the Compensation Committee. The Company may require a participant to pay a sum to the Company or, pursuant to reduced MSDW Share delivery provisions, the Company may retain the number of MSDW Shares having an equivalent value as may be necessary to cover any taxes or charges imposed with respect to property or income received by a participant pursuant to the Equity Incentive Plans. In addition, upon conversion of Stock Units into MSDW Shares or exercise of EIP Options, the Company may withhold a number of MSDW Shares sufficient to satisfy any obligation a participant owes to the Company resulting from any payment made on the participant's behalf under the tax equalization program for expatriate employees. Under the terms of awards made under the 1995 Equity Incentive Plan, upon payment of an award of Stock Units or exercise of EIP Options, the Company may withhold a number of MSDW Shares sufficient to satisfy any obligation an award recipient owes the Company. From time to time the Compensation Committee has adopted certain additional and/or different terms and conditions for the grant of Restricted Shares and Stock Units to Certain Personnel in certain non-U.S. jurisdictions to permit such persons to qualify for favorable tax treatment under, or otherwise to comply with, the laws of such non-U.S. jurisdictions. In such cases the Company may not issue MSDW Shares corresponding to Stock Units and recipients may not have the ability to vote or the underlying MSDW Shares may not be subject to the restrictions on voting described under "Voting Restrictions and Arrangements" above. The Compensation Committee also has adopted certain additional and/or different terms and conditions for the grant of EIP Options to Certain Personnel in certain non-U.S. jurisdictions in order to permit such persons to qualify for favorable tax treatment under the laws of such non-U.S. jurisdictions. U.K. Profit Sharing Scheme The U.K. Profit Sharing Scheme provides that MSDW Shares awarded to the participants are held by a trustee in the name and on behalf of each participant for a period of two years from the date of such award (the "Retention Period"). Each participant is fully vested in, and is the beneficial owner of, the MSDW Shares held on his behalf as of the award date of the MSDW Shares. During the Retention Period, a participant may not assign, pledge or otherwise dispose of such MSDW Shares; however, a participant is able to instruct the trustee how to vote such MSDW Shares on his behalf. ESOP Shares Employees, including Reporting Persons, may instruct the trustee of the ESOP as to the voting of ESOP Shares allocated to their ESOP accounts. The ESOP trustee will, subject to the requirements of ERISA, vote the ESOP Shares that are not allocated to participant accounts in the same proportion as the allocated ESOP Shares for which voting instructions are received. MAS Shares The MAS Shares are subject to the following transfer and other restrictions under the MAS Purchase Agreement. The MAS Shares issued to each Former MAS General Partner generally vest in accordance with the following vesting schedule: (i) one-sixth of such shares vested on January 3, 1996 (the "MAS Closing Date"); and (ii) one-sixth of such shares shall vest on each of the next five succeeding anniversaries of the MAS Closing Date (each date referred to in this clause (ii), a "Vesting Date"); provided, that no shares registered in the name of any Former MAS General Partner shall vest on any Vesting Date unless such Former MAS General Partner is actively employed by Morgan Stanley Asset Management Inc. ("MSAM") on such Vesting Date pursuant to an employment agreement with MSAM, unless such failure to be so employed is (a) as a result of such Former MAS General Partner's death or disability, or (b) as a result of the termination of such Former MAS General Partner's employment by MSAM without "Cause" or by the Former MAS General Partner for "Good Reason," as such terms are defined in such employment agreement. Notwithstanding the foregoing, in the case described in clause (b) of the foregoing proviso, the continued vesting of shares as aforesaid shall be subject to the Former MAS General Partner's continued compliance with the noncompetition, nonsolicitation and confidentiality provisions of his or her employment agreement with MSAM for a period of one year from the date of termination of employment, or if shorter, for a period from the date of termination of employment to December 1, 2000. If the Former MAS General Partner does not comply continuously with the provisions for such period, any remaining unvested shares shall be forfeited as of the date of the first failure to so comply. Any shares so vested shall thereafter be free of any such vesting requirements, and any shares which are so forfeited shall be returned to the Company. Prior to vesting, all MAS Shares shall be nontransferable. In accordance with the MAS Voting Agreements, so long as a MAS General Partner is an employee of the Company or any of its subsidiaries, such MAS General Partner will be subject to the voting restrictions and procedures described in the first paragraph under "Voting Restrictions and Arrangements" above in this Item 6. VKAC Shares The Former VKAC Officers also acquired, in exchange for the contribution of their interests in VKAC to MSAMHII in conjunction with MSAMHII's acquisition of VKAC, shares of MSAMHII Convertible Preferred that were issued in four series (Series A through D) and are exchangeable into MSDW Shares. The Series A, Series B, Series C and Series D MSAMHII Convertible Preferred may be exchanged, in whole or in part at the option of the holder thereof, during a 30-day period beginning November 1, 1997, 1998, 1999 and 2000, respectively (provided that the holder is an employee of the Company or any subsidiary thereof on the first day of the applicable exercise period). Each share of MSAMHII Convertible Preferred is exchangeable into 6.783145 MSDW Shares, subject to adjustment from time to time to take into account certain events relating to the Company or the MSDW Shares that may occur, including stock dividends or distributions, stock splits, combinations or reclassifications, consolidations or mergers. Generally, the right of a holder to exchange shares of a series of the MSAMHII Convertible Preferred expires at the close of business on the last day of the exercise period applicable to such series. However, upon the occurrence of certain events, such as termination of employment without cause, death or long term disability, or a change of control of MSAMHII or the Company, the holder of the MSAMHII Convertible Preferred has the right to exchange shares of any series of MSAMHII Convertible Preferred for MSDW Shares, provided that the exercise period applicable to such series has not expired prior to the date of such event. The Merger constituted an event which entitled the holders of MSAMHII Convertible Preferred to exchange their MSAMHII Convertible Preferred for MSDW Shares. Pursuant to a Registration Rights Agreement dated as of October 31, 1996 among Morgan Stanley and the Former VKAC Officers, the Former VKAC Officers have certain limited registration rights in respect of MSDW Shares received upon an exchange of the MSAMHII Convertible Preferred and are subject to certain transfer restrictions on their shares of MSAMHII Convertible Preferred Stock. Recapitalization Shares, Certain Plans Since the Last Filing, the Board of Directors of the Company approved the release of age-based disposition restrictions with respect to certain "Total Restricted Stock" (as defined in the Last Filing). Item 7. Material to be Filed as Exhibits. -------------------------------- Certain of the following exhibits, as indicated parenthetically, were previously filed as exhibits to registration statements or reports filed by the Company or Morgan Stanley under the Securities Act or the Exchange Act, respectively, or reports filed by the Reporting Persons under the Exchange Act, and are hereby incorporated by reference to such statements or reports. The Exchange Act file number of the Company is 1-11758. Prior to the Merger, the Exchange Act file number of Morgan Stanley was 1-9085. Exhibit A Stockholders' Agreement dated February 14, 1986 among certain Reporting Persons and Morgan Stanley (Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended January 31, 1993). Exhibit B Form of Consent and Amendment dated as of January 31, 1996 between Morgan Stanley and certain signatories to the Stockholders' Agreement referred to in Exhibit A (Morgan Stanley's Annual Report on Form 10-K for the fiscal period ended November 30, 1995). Exhibit C Morgan Stanley Group Inc. 1986 Stock Option Plan, as amended and restated to date (Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended January 31, 1993). Exhibit D Morgan Stanley Group Inc. Performance Unit Plan, as amended and restated to date (Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended January 31, 1993). Exhibit E Morgan Stanley Group Inc. 1988 Equity Incentive Compensation Plan, as amended and restated to date (Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended January 31, 1993). Exhibit F Morgan Stanley Group Inc. 1995 Equity Incentive Compensation Plan (Morgan Stanley's Proxy Statement for 1996 Meeting of Stockholders). Exhibit G Form of Nonqualified Stock Option Agreement Under the Morgan Stanley Group Inc. 1986 Stock Option Plan (Morgan Stanley's Registration Statement on Form S-8 (No. 33-42464)). Exhibit H Form of Award Agreement Under the Morgan Stanley Group Inc. Performance Unit Plan (Morgan Stanley's Registration Statement on Form S-8 (No. 33-42464)). Exhibit I Form of Stock Unit Certificate Under the Morgan Stanley Group Inc. 1988 Equity Incentive Compensation Plan (previously filed as Exhibit V with Amendment No. 5 to the Reporting Persons' Schedule 13D dated December 31, 1990 relating to MS Shares). Exhibit J Form of Stock Option Certificate Under the Morgan Stanley Group Inc. 1988 Equity Incentive Compensation Plan (previously filed as Exhibit W with Amendment No. 5 to the Reporting Persons' Schedule 13D dated December 31, 1990 relating to MS Shares). Exhibit K Form of Voting Agreement Under the Morgan Stanley Group Inc. 1988 Equity Incentive Compensation Plan (previously filed as Exhibit X with Amendment No. 5 to the Reporting Persons' Schedule 13D dated December 31, 1990 relating to MS Shares). Exhibit L Trust Agreement between Morgan Stanley and State Street Bank and Trust Company dated March 5, 1991 (Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended January 31, 1993). Exhibit M First Amendment to Trust Agreement dated April 3, 1996 between Morgan Stanley and State Street Bank and Trust Company (Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended November 30, 1996). Exhibit N Second Amendment to Trust Agreement dated May 31, 1997 between the Company and State Street Bank and Trust Company (previously filed as Exhibit O with Amendment No. 1 to the Reporting Persons' Schedule 13D dated May 31, 1997). Exhibit O Form of Consent and Amendment dated as of December 14, 1999 among the Company and certain signatories to the Stockholders' Agreement referred to in Exhibit A (previously filed with Amendment No. 3 to the Reporting Persons' Schedule 13D dated January 2, 2000). Exhibit P Form of Amended and Restated Voting Agreement dated December 14, 1999 among the Company, State Street Bank and Trust Company and other persons signing similar agreements (previously filed with Amendment No. 3 to the Reporting Persons' Schedule 13D dated January 2, 2000). Exhibit Q Form of Amended and Restated Voting Agreement between the Company and other persons signing similar agreements (previously filed with Amendment No. 3 to the Reporting Persons' Schedule 13D dated January 2, 2000). Exhibit R Third Amendment to Trust Agreement dated as of November 30, 1999 between the Company and State Street Bank and Trust Company (previously filed with Amendment No. 3 to the Reporting Persons' Schedule 13D dated January 2, 2000). Exhibit S Form of Consent and Amendment among the Company and certain officers of the Company (previously filed with Amendment No. 3 to the Reporting Persons' Schedule 13D dated January 2, 2000). Schedule I RIGHTS TO ACQUIRE MSDW SHARES ----------------------------- As of October 31, 2000 (60 days from September 1, 2000), 647 Reporting Persons have the right to acquire 48,186,169 MSDW Shares pursuant to the exercise of options. No Reporting Person individually has options presently exercisable covering more than 1% of the MSDW Shares outstanding as of the date hereof. Schedule II RECENT TRANSACTIONS During the period of 60 days preceding September 1, 2000, 287 Reporting Persons sold an aggregate of 5,609,864 MSDW Shares at average prices ranging from $74.40 to $94.52 per MSDW Share, and/or effected a transfer by gift of an aggregate of 113,258 MSDW Shares. Such sales were effected pursuant to exemptions under the Securities Act of 1933, as amended. During such period, no Reporting Person individually disposed of a number of MSDW Shares exceeding 1% of the MSDW Shares outstanding. During such period, no Reporting Person individually acquired MSDW Shares in excess of 1% of the MSDW Shares outstanding. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 27, 2000 By: /s/ Martin M. Cohen ----------------------------- Martin M. Cohen Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----