-----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, TX4Sx20F8YsxZjGjNycGQAAtv8ivqrbFMdI1eabgav9Kffj7bm2TKpLDdoEPYXGE rVvTLKP7XblpTGVgNBDXkQ== /in/edgar/work/20000727/0000950103-00-000897/0000950103-00-000897.txt : 20000921 0000950103-00-000897.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950103-00-000897 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000727 ITEM INFORMATION: FILED AS OF DATE: 20000727 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-11758 FILM NUMBER: 680281 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 0001.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): July 27, 2000 MORGAN STANLEY DEAN WITTER & CO. (Exact name of registrant as specified in its charter) Delaware 1-11758 36-3145972 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1585 Broadway, New York, New York 10036 (Address of principal executive offices including zip code) Registrant's telephone number, including area code: (212) 761-4000 ---------------------------------------------------------------------- Item 7(c). Exhibits 8-c Tax Opinion of Davis Polk & Wardwell, dated July 27, 2000, relating to the registrant's Senior Variable Rate Renewable Notes, EXtendible Liquidity SecuritiesSM (EXLsSM), with a Final Maturity date of August 15, 2005, as described in Pricing Supplement No. 20 dated July 21, 2000 to the Prospectus Supplement dated May 18, 2000 and the Prospectus dated May 18, 2000 related to Registration Statement No. 333-34392. 2 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. Registrant /s/ Martin M. Cohen --------------------------- Name: Martin M. Cohen Title: Assistant Secretary Date: July 27, 2000 3 Index to Exhibits ----------------- Exhibit No. Description - ----------- ----------- 8-c Tax Opinion of Davis Polk & Wardwell, dated July 27, 2000, relating to the registrant's Senior Variable Rate Renewable Notes, EXtendible Liquidity SecuritiesSM (EXLsSM), with a Final Maturity date of August 15, 2005, as described in Pricing Supplement No. 20 dated July 21, 2000 to the Prospectus Supplement dated May 18, 2000 and the Prospectus dated May 18, 2000 related to Registration Statement No. 333-34392. 4 EX-8.C 2 0002.txt Exhibit 8-c DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (212) 450-4000 July 27, 2000 Morgan Stanley Dean Witter & Co. 1585 Broadway New York, New York 10036 Re: Morgan Stanley Dean Witter & Co., Issuance of Medium-Term Notes, Series C - Senior Variable Rate Renewable Notes - $3,000,000,000 EXtendible Liquidity SecuritiesSM (EXLsSM) Ladies and Gentlemen: We have acted as special tax counsel for Morgan Stanley Dean Witter & Co. (the "Company") in connection with the issuance of $3,000,000,000 of the Company's EXtendible Liquidity SecuritiesSM (EXLsSM), described in Pricing Supplement No. 20 to Registration Statement No. 333-34392, dated July 21, 2000 (the "Pricing Supplement"). We have reviewed the discussion set forth under the caption "United States Federal Taxation" in the Pricing Supplement and are of the opinion that the discussion is accurate. We are members of the Bar of the State of New York. The foregoing opinion is based upon and limited to the federal laws of the United States of America as contained in the Internal Revenue Code of 1986, as amended, Treasury regulations, administrative decisions and court decisions as of the date of this letter. We hereby consent to the use of our name under the caption "United States Federal Taxation" in the Pricing Supplement. The issuance of such a consent does not concede that we are an "Expert" for the purposes of the Securities Act of 1933. Very truly yours, /s/ Davis Polk & Wardwell -----END PRIVACY-ENHANCED MESSAGE-----