-----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, WldSHIU4DKhqywi3Y4TidV/Kx0k+rrIT1gh6Zvwa6Vmq7yEJLJTNXuGnFB2SFY6t 8zFSiB2rQndJ5o6Qi7Qk6Q== 0000905148-04-004823.txt : 20041112 0000905148-04-004823.hdr.sgml : 20041111 20041112140341 ACCESSION NUMBER: 0000905148-04-004823 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041110 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11758 FILM NUMBER: 041138082 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: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 8-K 1 efc4-2022_5582058form8k.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): November 10, 2004 MORGAN STANLEY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-11758 36-3145972 (Commission File Number) (IRS Employer Identification No.) 1585 Broadway New York, New York 10036 (Address of principal executive offices) (Zip Code) (212) 761-4000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File Nos. 333-117752, 333-117752-01, 333-117752-02, 333-117752-03, 333-117752-04 and 333-117752-05) filed by Morgan Stanley, Morgan Stanley Capital Trust VI, Morgan Stanley Capital Trust VII, Morgan Stanley Capital Trust VIII, Morgan Stanley Capital Trust IX and Morgan Stanley Capital Trust X with the Securities and Exchange Commission. Attached and incorporated herein by reference as Exhibits 8-a and 23-g, respectively, are the opinion and consent of Sidley Austin Brown & Wood LLP delivered in connection with the issuance from time to time by Morgan Stanley of Global Medium-Term Notes, Series F, and Global Units, Series F, attached and incorporated herein by reference as Exhibits 8-b and 23-h, respectively, are the opinion and consent of Sidley Austin Brown & Wood LLP delivered in connection with the issuance from time to time by Morgan Stanley of Global Medium-Term Notes, Series G and Series H, and Global Units, Series G and Series H, and attached and incorporated herein by reference as Exhibits 8-c and 23-i, respectively, are the opinion and consent of Sidley Austin Brown & Wood LLP delivered in connection with the issuance from time to time of Morgan Stanley DirectSecurities(SM). Item 9.01. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description 8-a Opinion of Sidley Austin Brown & Wood LLP. 8-b Opinion of Sidley Austin Brown & Wood LLP. 8-c Opinion of Sidley Austin Brown & Wood LLP. 23-g Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 8-a). 23-h Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 8-b). 23-i Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 8-c). 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 By: /s/ Martin M. Cohen ------------------------------------- Name: Martin M. Cohen Title: Assistant Secretary and Counsel Date: November 12, 2004 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 MORGAN STANLEY EXHIBITS TO CURRENT REPORT ON FORM 8-K DATED NOVEMBER 10, 2004 Commission File Number 1-11758 Exhibit No. Description 8-a Opinion of Sidley Austin Brown & Wood LLP. 8-b Opinion of Sidley Austin Brown & Wood LLP. 8-c Opinion of Sidley Austin Brown & Wood LLP. 23-g Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 8-a). 23-h Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 8-b). 23-i Consent of Sidley Austin Brown & Wood LLP (included in Exhibit 8-c). EX-8.A 2 efc4-2022_5582058ex8a.txt Exhibit 8-a [Sidley Austin Brown & Wood LLP letterhead] November 10, 2004 Morgan Stanley 1585 Broadway New York, NY 10036 Morgan Stanley Global Medium-Term Notes, Series F Global Units, Series F ---------------------------------- Dear Ladies and Gentlemen: We have acted as special tax counsel to Morgan Stanley (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 November 10, 2004 (the "Prospectus Supplement") for the Company's Global Medium-Term Notes, Series F and Global Units, Series F, relating to a Prospectus dated November 10, 2004 (the "Prospectus") contained in the Company's Registration Statement on Form S-3 (Registration Statement No. 333-117752) (the "Registration Statement"). We are of the opinion that the statements set forth under the caption "United States Federal Taxation" in the Prospectus Supplement 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/ Sidley Austin Brown & Wood LLP EX-8.B 3 efc4-2022_5582058ex8b.txt Exhibit 8-b [Sidley Austin Brown & Wood LLP letterhead] November 11, 2004 Morgan Stanley 1585 Broadway New York, NY 10036 Morgan Stanley Global Medium-Term Notes, Series G and Series H Global Units, Series G and Series H ----------------------------------------------- Dear Ladies and Gentlemen: We have acted as special tax counsel to Morgan Stanley (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 November 11, 2004 (the "Prospectus Supplement") for the Company's Global Medium-Term Notes, Series G and Series H and Global Units, Series G and Series H, relating to a Prospectus dated November 10, 2004 (the "Prospectus") contained in the Company's Registration Statement on Form S-3 (Registration Statement No. 333-117752) (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" 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/ Sidley Austin Brown & Wood LLP EX-8.C 4 efc4-2022_5582058ext8c.txt Exhibit 8-c [Sidley Austin Brown & Wood LLP letterhead] November 10, 2004 Morgan Stanley 1585 Broadway New York, NY 10036 Morgan Stanley DirectSecurities(SM) --------------------------------- Dear Ladies and Gentlemen: We have acted as special tax counsel to Morgan Stanley (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 November 10, 2004 (the "Prospectus Supplement") for the Company's DirectSecurities(SM), relating to a Prospectus dated November 10, 2004 (the "Prospectus") contained in the Company's Registration Statement on Form S-3 (Registration Statement No. 333-117752) (the "Registration Statement"). We are of the opinion that the statements set forth under the caption "United States Federal Income Taxation" in the Prospectus Supplement 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/ Sidley Austin Brown & Wood LLP -----END PRIVACY-ENHANCED MESSAGE-----