-----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, QJE9I0ghTTdq/jnQnTj5JA7tejVvO7R4KDtoYDgwf3BX24bDCCl2HBjIxZvjHUqV iuqpypfAhWTtSKY/wdH1ew== 0000905148-03-000672.txt : 20030224 0000905148-03-000672.hdr.sgml : 20030224 20030224151515 ACCESSION NUMBER: 0000905148-03-000672 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY 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-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-11758 FILM NUMBER: 03577499 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: 1221 SIXTH AVENUE STREET 2: 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CAPITAL TRUST III CENTRAL INDEX KEY: 0001055616 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-31606 FILM NUMBER: 03577500 BUSINESS ADDRESS: STREET 1: MORGAN STANLEY DEAN WITTER DISCOVER & CO STREET 2: 1585 BROAD WAY ATTN OFFICE OF SECRETARY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127614000 MAIL ADDRESS: STREET 1: C/O BROWN & WOOD LLP STREET 2: ONE WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 FORMER COMPANY: FORMER CONFORMED NAME: MSDW CAPITAL TRUST III DATE OF NAME CHANGE: 19980212 8-A12B 1 efc3-0296_5328388fm8a12b.txt MORGAN STANLEY SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------
MORGAN STANLEY MORGAN STANLEY CAPITAL TRUST III (Exact Name of Registrant (Exact Name of Registrant as Specified in Its Charter) as Specified in its DELAWARE Certificate of Trust) (State of Incorporation or DELAWARE Organization) (State of Incorporation 36-3145972 or Organization) (I.R.S. Employer 13-7303060 Identification No.) (I.R.S. Employer Identification No.) - ---------------------------------------------------- ------------------------------------------------ 1585 Broadway New York, New York 10036 - ---------------------------------------------------- ------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section 12(b) of securities pursuant to Section 12(g) of the Exchange Act and the Exchange Act and is effective is effective pursuant to General Instruction A.(d), please pursuant to General Instruction A.(c), check the following box. | | please check the following box. |X| Securities Act registration statement file numbers to which this form relates: 333-83616 and 333-83616-01 - -------------------------- Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered - ------------------- ------------------------------ Capital Securities New York Stock Exchange, Inc. (and the Guarantee with respect thereto) Securities to be registered pursuant to Section 12(g) of the Act: None --------------------------- (Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrants' Securities to be Registered. The classes of securities registered hereby consist of (i) the Capital Securities (the "Capital Securities") representing preferred undivided beneficial interests in the assets of Morgan Stanley Capital Trust III, a statutory trust formed under the laws of the State of Delaware (the "Trust") and (ii) the Guarantee with respect thereto (the "Guarantee") by Morgan Stanley. For a description of the Capital Securities and the Guarantee, reference is made to the information set forth under the headings: (a) "Description of Capital Securities" and "Description of Guarantees" in the prospectus relating to the Capital Securities and the Guarantee contained in the Registration Statement on Form S-3 (Registration Nos. 333-83616 and 333-83616-01) filed with the Securities and Exchange Commission (the "Commission") on March 1, 2002, as amended by Amendment No. 1 thereto filed with the Commission on June 11, 2002, under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended, being hereinafter referred to as the "Registration Statement"), and (b) "Description of Capital Securities" and "Description of Guarantee" in the prospectus supplement which will be filed pursuant to Rule 424(b) of the Act. The above mentioned descriptions contained in the Registration Statement, the prospectus and the prospectus supplement are incorporated herein by reference. Definitive copies of the prospectus supplement describing the Capital Securities and the Guarantee will be filed pursuant to Rule 424(b) under the Act with the Commission and shall be incorporated by reference herein. Item 2. Exhibits. 2.1 Registration Statement (see Item 1 above). 2.2 Certificate of Trust of the Trust, dated February 12, 1998 (referenced in Exhibit 4-jj to the Registration Statement, and incorporated by reference to Exhibit 4-d to Registration Statement No. 333-46403). 2.3 Certificate of Amendment of Certificate of Trust of the Trust, dated September 24, 2001 (incorporated by reference to Exhibit 4-kk to the Registration Statement). 2.4 Trust Agreement of the Trust, dated February 12, 1998 (referenced in Exhibit 4-rr to the Registration Statement, and incorporated by reference to Exhibit 4-i to Registration Statement No. 333-46403). 2.5 Amendment No.1, dated as of September 24, 2001, to Trust Agreement of the Trust (incorporated by reference to Exhibit 4-ss to the Registration Statement). 2.6 Form of Amended and Restated Trust Agreement of the Trust to be used in connection with the issuance of the Capital Securities (referenced in Exhibit 4-zz to the Registration Statement, and incorporated by reference to Exhibit 4-l to Registration Statement No. 333-46403). 2.7 Form of Capital Securities Guarantee (referenced in Exhibit 4-ddd to the Registration Statement, and incorporated by reference to Exhibit 4-x to Registration Statement No. 333-46403). 2 2.8 Junior Subordinated Indenture, dated March 1, 1998, between Morgan Stanley and The Bank of New York, as trustee (referenced in Exhibit 4-aaa to the Registration Statement, and incorporated by reference to Exhibit 4.1 to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998). 2.9 Form of Capital Security (referenced in Exhibit 4-bbb to the Registration Statement, and incorporated by reference to Exhibit 4-v to Registration Statement No. 333-46403). 2.10 Form of Junior Subordinated Debenture (referenced in Exhibit 4-ccc to the Registration Statement, and incorporated by reference to Exhibit 4-w to Registration Statement No. 333-46403). 2.11 Form of Underwriting Agreement for Capital Securities (incorporated by reference to Exhibit 1-c to the Registration Statement). 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: February 24, 2003 MORGAN STANLEY CAPITAL TRUST III By: Morgan Stanley as Depositor By: /s/ Alexander C. Frank --------------------------- Name: Alexander C. Frank Title: Treasurer MORGAN STANLEY By: /s/ Alexander C. Frank ---------------------------- Name: Alexander C. Frank Title: Treasurer 4 -----END PRIVACY-ENHANCED MESSAGE-----