01—Abstract
Summary
Summary of the 10-K filed February 16, 2001. Cited figures are marked; the original filing is the authoritative source.
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 $200a 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.
02—Key points
Key Highlights
- Morgan Stanley, Dean Witter, Discover & Co. authorized capital consists of 1.78 billion shares: 30 million Preferred Stock and 1.75 billion Common Stock.
- The company's name was amended to Morgan Stanley Dean Witter & Co. in March 1998.
- Multiple 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.
- Several 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.
- Preferred stock holders generally have a liquidation preference of $200 per share, with varying dividend rates and redemption terms.
- Common stockholders have one vote per share, while some preferred stock series have voting rights contingent on dividend arrearages.
- The 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.
03—Questions
Frequently Asked Questions
What is the total authorized share capital of Morgan Stanley, Dean Witter & Co. as of this filing?
As of the filing date, the corporation was authorized to issue 1.78 billion shares in total, comprising 30 million shares of Preferred Stock and 1.75 billion shares of Common Stock.
Has the company's name changed recently?
Yes, the company's name was officially changed from Morgan Stanley, Dean Witter, Discover & Co. to Morgan Stanley Dean Witter & Co. effective March 24, 1998.
What are the key features of the different series of Preferred Stock mentioned?
The filing details several series of preferred stock, each with specific dividend rates (e.g., 7-3/8%, 7.80%, 8.20%, 9.00% per annum), a liquidation preference of $200.00 per share (except for the ESOP Convertible Preferred Stock at $35.88), and redemption rights. Some series have cumulative dividends and contingent voting rights in the event of dividend arrearages. Notably, the Series A Junior Participating Preferred Stock has a unique structure with substantial voting power and a dividend linked to common stock dividends.
What is the significance of the 'Certificates of Elimination' filed for several preferred stock series?
The Certificates of Elimination indicate that the shares previously designated for these specific preferred stock series are no longer outstanding and will not be reissued. This signifies a simplification and streamlining of the company's capital structure by eliminating these series from its authorized shares.
04—Continue