Summary
This document from Morgan Stanley, Dean Witter, Discover & Co. (filed February 15, 2001) details amendments to its Certificate of Incorporation and various series of Preferred Stock. Notably, it outlines the company's authorized share capital, consisting of 1.78 billion shares, divided between Preferred and Common Stock. The filing also includes Certificates of Designation for several series of preferred stock, such as the ESOP Convertible Preferred Stock and various cumulative preferred stocks with different dividend rates (7-3/8%, 7-3/4%, 7.82%, 7.80%, 9.00%, 8.40%, 8.20%, and 8.03%). These designations specify dividend rights, liquidation preferences, redemption terms, and voting powers, with many having a liquidation preference of $200 per share and fixed dividend rates ranging from 7.375% to 9.00%. The document also shows the company's name change to Morgan Stanley Dean Witter & Co. and subsequent eliminations of certain preferred stock series, indicating a restructuring or simplification of its capital stock. For investors, the core takeaway is the company's capital structure and the detailed rights and preferences of its various preferred stock classes. The elimination of several preferred stock series suggests a move towards simplifying the capital structure. Investors should note the substantial authorized share capital, providing flexibility for future capital raises or stock-based compensation. The specific terms of the preferred stock, including dividend rates and redemption rights, are crucial for understanding potential claims on company assets and earnings.
Key Highlights
- 1Morgan Stanley, Dean Witter, Discover & Co. authorized capital consists of 1.78 billion shares: 30 million Preferred Stock and 1.75 billion Common Stock.
- 2The company's name was amended to Morgan Stanley Dean Witter & Co. in March 1998.
- 3Multiple series of Preferred Stock were established with varying dividend rates and preferences, including ESOP Convertible Preferred Stock, 7-3/8% Cumulative Preferred Stock, 7-3/4% Cumulative Preferred Stock, 7.82% Cumulative Preferred Stock, 7.80% Cumulative Preferred Stock, 9.00% Cumulative Preferred Stock, 8.40% Cumulative Preferred Stock, and 8.20% Cumulative Preferred Stock.
- 4Several preferred stock series (7-3/8%, 7.80%, 7.82%, 8.20%, 8.40%, 9.00%, and ESOP Convertible) were subsequently eliminated, indicating a restructuring and simplification of the company's capital stock.
- 5Preferred stock holders generally have a liquidation preference of $200 per share, with varying dividend rates and redemption terms.
- 6Common stockholders have one vote per share, while some preferred stock series have voting rights contingent on dividend arrearages.
- 7The Series A Junior Participating Preferred Stock has a unique structure with a significantly higher voting power (1,000 votes per share) and a dividend tied to the common stock's dividends, intended as a "poison pill" to deter hostile takeovers.