-----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, UK7SePFXwzhC+Tdc01SPIeJGCCwoNRsYStH3KanSfjzRrFvzrTX3M32f+QJ8+qmt OwvvgaF0wTXOJ+/xEAuLdA== 0000905148-05-003270.txt : 20050613 0000905148-05-003270.hdr.sgml : 20050611 20050613080859 ACCESSION NUMBER: 0000905148-05-003270 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050613 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050613 DATE AS OF CHANGE: 20050613 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: 05891266 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 efc5-1359_8k.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): June 13, 2005 -------------------- Morgan Stanley (Exact name of registrant as specified in its charter) -------------------- Delaware 1-11758 36-3145972 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 1585 Broadway, New York, New York 10036 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 761-4000 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: |_| 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 2.02. Results of Operations and Financial Condition. On June 13, 2005, Morgan Stanley issued the press release included as Exhibit 99.1 to this Current Report on Form 8-K regarding its earnings for the quarter ended May 31, 2005, which press release is incorporated herein by reference. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. (b) On June 13, 2005, Morgan Stanley issued the press release included as Exhibit 99.2 to this Current Report on Form 8-K, which press release is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description ------ ----------- 99.1 Press Release, dated June 13, 2005, issued by Morgan Stanley 99.2 Press Release, dated June 13, 2005, issued by Morgan Stanley SIGNATURE 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 (Registrant) By: /s/ Ronald T. Carman ------------------------------- Name: Ronald T. Carman Title: Assistant Secretary Date: June 13, 2005 EX-99.1 2 efc5-1359_ex991.txt EXHIBIT 99.1 Exhibit 99.1 Contact: Media Relations Investor Relations Ray O'Rourke William Pike 212-761-4262 212-761-0008 [Logo Omitted] For Immediate Release Morgan Stanley Morgan Stanley expects its 2005 second quarter earnings per diluted share to be approximately 15 - 20% below second quarter 2004 earnings NEW YORK, June 13, 2005 -- Morgan Stanley (NYSE: MWD) today announced it currently expects its 2005 second quarter earnings per diluted share to be approximately 15 - 20% below second quarter earnings per diluted share in 2004 of $1.10. The results were primarily driven by the weakened market conditions that the company had previously announced. The company is still in the process of preparing second quarter financial statements and it is currently not anticipating a change in the Coleman litigation reserve. The company will hold an analyst conference call today at 10:30 am (ET). Live audio of the conference call will be available on the Morgan Stanley website at www.morganstanley.com or by dialing 1-888-481-3045 (passcode 20488181) in the United States. International callers dial 1-617-786-1988 (passcode 20488181). A playback of the call will be available today at the same website address. To listen to the playback dial 1-888-286-8010 (passcode 94052075) within the United States or 1-617- 801-6888 (passcode 94052075) internationally. # # # This release contains forward-looking statements. These statements reflect management's beliefs and expectations and are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of the risks and uncertainties that may affect the Company's future results, please see "Forward-Looking Statements" immediately preceding Part I, Item 1, "Competition" and "Regulation" in Part I, Item 1, and "Certain Factors Affecting Results of Operations" under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2004 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2005. Morgan Stanley (NYSE: MWD) is a global financial services Firm and a market leader in securities, investment management, and credit services. With more than 600 offices in 28 countries, Morgan Stanley connects people, ideas and capital to help clients achieve their financial aspirations. # # # EX-99.2 3 efc5-1359_ex992.txt EXHIBIT 99.2 Exhibit 99.2 Contact: Media Relations Ray O'Rourke 212-761-4262 [Logo Omitted] For Immediate Release Morgan Stanley Morgan Stanley Chairman and CEO Philip J. Purcell Announces Plans to Retire NEW YORK, June 13, 2005 - Morgan Stanley (NYSE: MWD) Chairman and Chief Executive Officer Philip J. Purcell today announced his intention to retire as soon as his successor is named, but no later than by the Firm's next annual meeting in March 2006. The following letter from Mr. Purcell was sent to all Morgan Stanley employees this morning: A LETTER TO MY COLLEAGUES This morning I am announcing my intention to retire by the time of our next annual shareholder meeting in March, 2006. It has become clear that in light of the continuing personal attacks on me, and the unprecedented level of negative attention our Firm -- and each of you -- has had to endure, that this is the best thing I can do for you, our clients and our shareholders. You have all done an extraordinary job serving our clients despite the almost daily distractions. Your dedication and commitment to clients have been clear for all to see. I feel strongly that the attacks are unjustified, but unfortunately, they show no signs of abating. A simple reality check tells us that people are spending more time reading about the acrimony and not enough time reading about the outstanding work that is being accomplished by our firm. What matters is not one person, but the over 50,000 people of Morgan Stanley, and our many clients and shareholders. The whole is greater than the sum of the parts and clearly more important than any one part. Even in the midst of the distractions of recent months, the firm's integrated securities strategy is coming together and will certainly bring great success in the future. My main regret is that I will not be here as the firm realizes the full potential of the execution of this strategy. I will retire when my successor is appointed. The Board has begun a search for a new Chairman and CEO, led by Chuck Knight, who is head of the Board's Compensation, Management Development and Succession Committee. I, of course, will do everything I can to assist the Board in this transition. I will make sure that the firm stays on course until my successor is chosen and that we continue to be relentless in pursuing our business goals. Let me say that it will not be easy for me to leave. I take enormous pride in what the people of this firm have accomplished. Since the merger in 1997, we have gained share in almost every market category, and in my view, we are without peer in the global financial marketplace. Since the merger, our stock price has outperformed the S&P 500 nearly three-fold and the S&P Diversified Financial Index by 50%. There is no finer firm on Wall Street. And when the dust settles that will remain the one unqualified truth of this debate. It's been said that the true test of a leader is the performance of the institution he leaves behind. On that score, I feel my legacy is in good hands. Morgan Stanley has a great depth of talent and an outstanding management team led by Zoe Cruz and Steve Crawford. We have a strong independent Board which has recently named Miles Marsh lead director. The management team and the Board are unanimously supportive of our integrated securities strategy. The Board has asked me to assure you of their full support as we go through the transition and in the future. 2 To each of you, I offer my heartfelt thanks for the extraordinary opportunity I have had to work with and lead you. I have enormous faith that the best of Morgan Stanley will be lived in the days and years ahead. I have one last thing to say . . . let's get back to work. Philip J. Purcell # # # The company will hold an analyst conference call today at 10:30 am (ET). Live audio of the conference call will be available on the Morgan Stanley website at www.morganstanley.com or by dialing 1-888-481-3045 (passcode 20488181) in the United States. International callers dial 1-617-786-1988 (passcode 20488181). A playback of the call will be available today at the same website address. To listen to the playback dial 1-888-286-8010 (passcode 94052075) within the United States or 1-617- 801-6888 (passcode 94052075) internationally. This release may contain forward-looking statements. These statements reflect management's beliefs and expectations and are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of the risks and uncertainties that may affect the Company's future results, please see "Forward-Looking Statements" immediately preceding Part I, Item 1, "Competition" and "Regulation" in Part I, Item 1, and "Certain Factors Affecting Results of Operations" under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2004 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2005. 3 Morgan Stanley is a global financial services Firm and a market leader in securities, investment management, and credit services. With more than 600 offices in 28 countries, Morgan Stanley connects people, ideas and capital to help clients achieve their financial aspirations. # # # 4 -----END PRIVACY-ENHANCED MESSAGE-----