-----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, B/c67yXPKSOYi/bRKJiyKehXH6WulXARBemAqdjmQvs/3KYBrkY8Koiqav0qihrD gTN+pI6v449QEm7f3Jms5Q== 0000905148-00-001201.txt : 20000522 0000905148-00-001201.hdr.sgml : 20000522 ACCESSION NUMBER: 0000905148-00-001201 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000518 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11758 FILM NUMBER: 640429 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 8-K 1 T:\EDGAR\SHORT\690568.TXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 18, 2000 MORGAN STANLEY DEAN WITTER & CO. (Exact name of Registrant as specified in its Charter) Delaware (State of Incorporation) 1-11758 36-3145972 (Commission File Number) (IRS Employer Id. Number) 1585 Broadway 10036 New York, New York (Zip Code) (Address of principal executive offices) (212) 761-4000 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, If Changed Since Last Report) Item 5. Other Events Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-34392) filed by Morgan Stanley Dean Witter & Co. with the Securities and Exchange Commission. Attached and incorporated herein by reference as Exhibits 8-a and 23-c, respectively, are the opinion and consent of Brown & Wood LLP delivered in connection with the issuance from time to time by Morgan Stanley Dean Witter & Co. of Global Medium-Term Notes, Series C and Global Units, Series C and attached and incorporated herewith by reference as Exhibits 8-b and 23-d, respectively, are the opinion and consent of Brown & Wood LLP delivered in connection with the issuance from time to time by Morgan Stanley Dean Witter & Co. of Global Medium-Term Notes, Series D and Series E and Global Units, Series D and Series E. Item 7(c). Exhibits Exhibit No. Description 8-a Opinion of Brown & Wood LLP. 8-b Opinion of Brown & Wood LLP. 23-c Consent of Brown & Wood LLP (included in Exhibit 8-a). 23-d Consent of Brown & Wood LLP (included in Exhibit 8-b). 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 thereunto duly authorized. MORGAN STANLEY DEAN WITTER & CO. By: /s/ Ronald T. Carman -------------------------------- Name: Ronald T. Carman Title: Assistant Secretary Date: May 18, 2000 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 MORGAN STANLEY DEAN WITTER & CO. EXHIBITS TO CURRENT REPORT ON FORM 8-K DATED MAY 18, 2000 Commission File Number 1-11758 Exhibit No. Description 8-a Opinion of Brown & Wood LLP. 8-b Opinion of Brown & Wood LLP. 23-c Consent of Brown & Wood LLP (included in Exhibit 8-a). 23-d Consent of Brown & Wood LLP (included in Exhibit 8-b). Exhibit 8-a [Brown & Wood LLP letterhead] May 18, 2000 Morgan Stanley Dean Witter & Co. 1585 Broadway New York, NY 10036 Morgan Stanley Dean Witter & Co. Global Medium-Term Notes, Series C Global Units, Series C ---------------------------------- Ladies and Gentlemen: We have acted as special tax counsel to Morgan Stanley Dean Witter & Co. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Prospectus Supplement dated May 18, 2000 (the "Prospectus Supplement") for the Company's Global Medium-Term Notes, Series C and Global Units, Series C, relating to a Prospectus dated May 18, 2000 (the "Prospectus") contained in the Company's Registration Statement on Form S-3 (Registration Statement No. 333-34392) (the "Registration Statement"). We are of the opinion that the statements set forth under the caption "United States Federal Taxation" in the Prospectus Supplement and under the caption "Forms of Securities--Limitations on Issuance of Bearer Securities and Bearer Debt Warrants" in the Prospectus, contained in the Registration Statement, insofar as such statements relate to statements of law or legal conclusions under the laws of the United States or matters of United States law, all as relating to federal income tax, fairly present the information called for and fairly summarize the matters referred to therein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Brown & Wood LLP Exhibit 8-b [Brown & Wood LLP letterhead] May 19, 2000 Morgan Stanley Dean Witter & Co. 1585 Broadway New York, NY 10036 Morgan Stanley Dean Witter & Co. Global Medium-Term Notes, Series D and Series E Global Units, Series D and Series E ----------------------------------------------- Ladies and Gentlemen: We have acted as special tax counsel to Morgan Stanley Dean Witter & Co. (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Prospectus Supplement dated May 19, 2000 (the "Prospectus Supplement") for the Company's Global Medium-Term Notes, Series D and Series E and Global Units, Series D and Series E, relating to a Prospectus dated May 18, 2000 (the "Prospectus") contained in the Company's Registration Statement on Form S-3 (Registration Statement No. 333-34392) (the "Registration Statement"). We are of the opinion that the statements set forth under the caption "United States Federal Taxation" in the Prospectus Supplement and under the caption "Forms of Securities--Limitations on Issuance of Bearer Securities and Bearer Debt Warrants" in the Prospectus, contained in the Registration Statement, insofar as such statements relate to statements of law or legal conclusions under the laws of the United States or matters of United States law, all as relating to federal income tax, fairly present the information called for and fairly summarize the matters referred to therein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Brown & Wood LLP -----END PRIVACY-ENHANCED MESSAGE-----