-----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, R5PQhxAUIKjgJgPmNjCC2tTej40Cay9DqcUxYjwvIIBIxeDPv8DpJBnkxieV1Q5v vCLUeXZUeUdSynHhE0HBzw== 0000950103-03-001703.txt : 20030826 0000950103-03-001703.hdr.sgml : 20030826 20030826095555 ACCESSION NUMBER: 0000950103-03-001703 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20030826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CAPITAL TRUST VI CENTRAL INDEX KEY: 0001161449 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-106789-02 FILM NUMBER: 03865506 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CAPITAL TRUST VII CENTRAL INDEX KEY: 0001161450 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-106789-01 FILM NUMBER: 03865505 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 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: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-106789 FILM NUMBER: 03865504 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 S-3/A 1 aug2203_s3a.txt As filed with the Securities and Exchange Commission on August 26, 2003 Registration No. 333-106789 333-106789-01 333-106789-02 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Amendment No. 2 to FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ----------------------- MORGAN STANLEY DELAWARE 36-3145972 MORGAN STANLEY CAPITAL TRUST VI DELAWARE 13-7308501 MORGAN STANLEY CAPITAL TRUST VII DELAWARE 13-7308503 (Exact name of each Registrant as specified (State or other jurisdiction (I.R.S. Employer Identification Number) in its charter) of incorporation or organization)
----------------------- 1585 Broadway New York, New York 10036 (212) 761-4000 (Address, including zip code, and telephone number, including area code, of Registrants' principal executive offices) ----------------------- Ronald T. Carman, Esq. Assistant Secretary and Counsel Morgan Stanley 1585 Broadway New York, New York 10036 (212) 761-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copies To: Joseph W. Armbrust, Esq. John M. Brandow, Esq. Sidley Austin Brown & Wood LLP Davis Polk & Wardwell 787 Seventh Avenue 450 Lexington Avenue New York, New York 10019 New York, New York 10017 ------------------------ Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------------ Title of each class of securities Amount to Proposed maximum Proposed maximum Amount of to be registered be registered offering price per security(1) aggregate offering price(1) registration fee - ------------------------------------------------------------------------------------------------------------------------------------ Morgan Stanley Debt Securities (2).............................. Morgan Stanley Warrants (3)...... Morgan Stanley Preferred Stock (4).............................. Morgan Stanley Depositary Shares (5).............................. Morgan Stanley Common Stock (including preferred stock purchase rights) (6)(7).......... Morgan Stanley Purchase Contracts (8).................... Morgan Stanley Units (9)......... $33,600,000,000 (11)(12) 100% $33,600,000,000 $2,718,240 (14) Morgan Stanley Capital Trust VI Capital Securities (10).......... Morgan Stanley Capital Trust VII Capital Securities (10).......... Guarantees of Morgan Stanley with respect to Capital Securities (13).................. ====================================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee. (2) There is being registered hereby such indeterminate principal amount of Debt Securities as may be issued from time to time at indeterminate prices. (3) There is being registered hereby such indeterminate number of Warrants as may be issued at indeterminate prices. Such Warrants may be issued together with any Debt Securities, Purchase Contracts, Preferred Stock or Common Stock or any combination of such securities. Warrants may be exercised to purchase or sell (i) securities issued by Morgan Stanley or by an entity affiliated or not affiliated with Morgan Stanley, a basket of such securities, an index or indices of such securities or any combination of the above, (ii) currencies or (iii) commodities. (4) There is being registered hereby such indeterminate number of shares of Preferred Stock as may from time to time be issued at indeterminate prices. There is also being registered hereby such indeterminate number of shares of Preferred Stock as may from time to time be issued upon conversion, exercise or exchange of Debt Securities, Warrants or Purchase Contracts registered hereby. (5) There is being registered hereby such indeterminate number of Depositary Shares as may be issued in the event that Morgan Stanley elects to offer fractional or multiple interests in shares of the Preferred Stock registered hereby. (6) There is being registered hereby such indeterminate number of shares of Common Stock as may from time to time be issued at indeterminate prices. There is also being registered hereby such indeterminate number of shares of Common Stock as may from time to time be issued upon conversion, exercise or exchange of Debt Securities, Preferred Stock, Warrants or Purchase Contracts registered hereby. (7) This Registration Statement also covers the preferred stock purchase rights associated with the shares of Common Stock. Prior to the occurrence of certain events, the rights will not be exercisable or evidenced separately from the shares of Common Stock. The value attributable to such rights, if any, is reflected in the market price of the Common Stock. (8) There is being registered hereby such indeterminate number of Purchase Contracts as may be issued at indeterminate prices. Such Purchase Contracts may be issued together with any Debt Securities, Warrants, Preferred Stock or Common Stock or any combination of such securities. Purchase Contracts may require the holders thereof to purchase or sell (i) securities issued by Morgan Stanley or by an entity affiliated or not affiliated with Morgan Stanley, a basket of such securities, an index or indices of such securities or any combination of the above, (ii) currencies or (iii) commodities. (9) There is being registered hereby such indeterminate number of Units as may be issued at indeterminate prices. Units may consist of one or more Purchase Contracts, Warrants, Debt Securities, Preferred Stock or Common Stock or any combination of such securities. (10) There is being registered hereby such indeterminate number of Capital Securities of Morgan Stanley Capital Trust VI and Morgan Stanley Capital Trust VII (collectively, the "Trusts") as may from time to time be issued by the Trusts at indeterminate prices and such indeterminate principal amount of Debt Securities as may be issued and sold by Morgan Stanley to any of the Trusts in connection with the issuances of the Capital Securities, in which event such Debt Securities may later be distributed for no additional consideration to the holders of the Capital Securities of such Trusts upon a dissolution of such Trusts and the distribution of the assets thereof. (11) This Registration Statement also relates to offers and sales of Debt Securities, Warrants, Preferred Stock, Depositary Shares, Common Stock, Purchase Contracts, Units and Capital Securities (collectively, "Securities") in connection with market-making transactions by and through affiliates of the Registrants (subject, with respect to Preferred Stock, Depositary Shares, Common Stock and Capital Securities, to obtaining any necessary approval of the New York Stock Exchange, Inc. in connection with market-making transactions by and through Morgan Stanley & Co. Incorporated and Morgan Stanley DW Inc.). (12) Or, if any Debt Securities are issued at an original issue discount, such greater amount as shall result in aggregate net proceeds not in excess of $33,600,000,000 to the Registrants or, if any Securities are issued with an offering price payable in a foreign currency, such amount as shall result in an aggregate initial offering price equivalent to $33,600,000,000 at the time of initial offering. (13) No additional consideration will be received for the Morgan Stanley Guarantees with respect to the Capital Securities. (14) A filing fee of $699,778 was paid in connection with a Registration Statement on Form S-3, File No. 333-83616, filed by Morgan Stanley, Morgan Stanley Capital Trust III, Morgan Stanley Capital Trust IV, Morgan Stanley Capital Trust V, Morgan Stanley Capital Trust VI, Morgan Stanley Capital Trust VII on March 1, 2002 and declared effective on June 11, 2002, relating to the registration of $7,606,283,993 of securities that remain unsold under that Registration Statement as of the date hereof. Pursuant to Rule 457(p) of the General Rules and Regulations under the Securities Act, that filing fee is offset against the filing fee currently due in connection with this Registration Statement. The Registration Statement on Form S-3, File No. 333-83616, is terminated but remains in effect solely for purposes of market-making transactions with respect to securities registered and issued under such Registration Statements. In addition, $80,900 was paid in connection with the initial filing of this Registration Statement. The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission (the "Commission"), acting pursuant to Section 8(a), may determine. ================================================================================ EXPLANATORY NOTE This registration statement contains: o a prospectus to be used by Morgan Stanley in connection with offerings of its debt securities, units, warrants, purchase contracts, preferred stock and common stock; and o a prospectus to be used in connection with offerings of: o the capital securities of Morgan Stanley Capital Trust VI and Morgan Stanley Capital Trust VII (the "Capital Securities"); o the junior subordinated debentures of Morgan Stanley; and o the guarantees of Morgan Stanley of the Capital Securities. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution The following are the expenses of the issuance and distribution of the securities being registered, all of which will be paid by the Registrants. Other than the registration fee and the NASD filing fee, all of these expenses are estimated. Registration fee.................................................................................. $ 2,718,240 NASD filing fee................................................................................... 30,500 Rating agency fees................................................................................ 625,000 Printing and engraving expenses................................................................... 1,100,000 Legal fees and expenses........................................................................... 1,500,000 Accounting fees and expenses...................................................................... 187,500 Unit Agents', Warrant Agents', Trustees' and Preferred Stock Depositary's fees and expenses (including counsel fees)....................................................................... 500,000 Listing........................................................................................... 250,000 ------- Total..................................................................................... $ 6,911,240
Item 15. Indemnification of Directors and Officers Article VIII of the Amended and Restated Certificate of Incorporation of Morgan Stanley ("Certificate of Incorporation") and Section 6.07 of the Amended and Restated Bylaws of Morgan Stanley ("Bylaws"), each as amended to date, provide for the indemnification of Morgan Stanley's directors and officers. The Certificate of Incorporation provides that any person who is a director or officer of Morgan Stanley shall be indemnified by Morgan Stanley to the fullest extent permitted from time to time by applicable law. In addition, the Bylaws provide that each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of Morgan Stanley or a director or elected officer of a corporation a majority of the capital stock (other than directors' qualifying shares) of which is owned directly or indirectly by Morgan Stanley (a "Subsidiary") shall be indemnified and held harmless by Morgan Stanley to the fullest extent permitted by applicable law. The right to indemnification under the Bylaws includes the right to be paid the expenses incurred in defending a proceeding in advance of its final disposition upon receipt (unless Morgan Stanley upon authorization of the Board of Directors waives said requirement to the extent permitted by applicable law) of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by Morgan Stanley. Morgan Stanley's Bylaws also provide that Morgan Stanley may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification, and rights to be paid by Morgan Stanley the expenses incurred in defending any proceeding in advance of its final disposition, to any person who is or was an employee or agent (other than a director or officer) of Morgan Stanley or a Subsidiary and to any person who is or was serving at the request of Morgan Stanley or a Subsidiary as a director, officer, partner, member, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by Morgan Stanley or a Subsidiary, to the fullest extent as the Bylaws provide with respect to indemnification of, and advancement of expenses for, directors and officers of Morgan Stanley. Under the By-laws, Morgan Stanley has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, partner, member, employee or agent of Morgan Stanley or a Subsidiary, or of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, against any II-1 expense, liability or loss whether or not Morgan Stanley would have the power to indemnify that person against that expense, liability or loss under the provisions of applicable law. Morgan Stanley has in effect insurance policies in the amount of $200 million for general officers' and directors' liability insurance. The forms of Underwriting Agreements and Distribution Agreements filed as Exhibits 1-a, 1-b, 1-c, 1-d, 1-e and 1-f hereto, and incorporated herein by reference, contain some provisions relating to the indemnification of Morgan Stanley's directors, officers and controlling persons. Item 16. Exhibits Morgan Stanley's Exchange Act file number is 1-11758. Exhibit Number Description - ------ ----------- 1-a* Form of Underwriting Agreement for Debt Securities, Warrants, Purchase Contracts and Units. 1-b* Form of Underwriting Agreement for Preferred Stock, Depositary Shares and Common Stock. 1-c* Form of Underwriting Agreement for Capital Securities. 1-d* Form of U.S. Distribution Agreement. 1-e* Form of Euro Distribution Agreement. 1-f* Form of DirectSecurities Distribution Agreement. 4-a Amended and Restated Certificate of Incorporation of Morgan Stanley (previously filed as an exhibit to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended May 31, 2002 and incorporated herein by reference). 4-b Amended and Restated By-Laws of Morgan Stanley (previously filed as an exhibit to Morgan Stanley's Annual Report on Form 10-K for the fiscal year ended November 30, 2002 and incorporated herein by reference). 4-c Form of Certificate of Designation of Offered Preferred Stock (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-27919, and incorporated herein by reference). 4-d Form of Certificate of Offered Preferred Stock (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-27919, and incorporated herein by reference). 4-e Form of Deposit Agreement (including Form of Depositary Receipt) (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-27919, and incorporated herein by reference). 4-f Amended and Restated Senior Indenture dated as of May 1, 1999 between Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.) and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), Trustee (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-75289, and incorporated herein by reference). 4-g First Supplemental Senior Indenture dated as of September 15, 2000 between Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.) and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), Trustee (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-47576, and incorporated herein by reference). II-2 Exhibit Number Description - ------ ----------- 4-h Second Supplemental Senior Indenture dated as of October 8, 2002 between Morgan Stanley and JPMorgan Chase Bank, Trustee (previously filed as an exhibit to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended August 31, 2002, and incorporated herein by reference). 4-i Amended and Restated Subordinated Indenture dated as of May 1, 1999 between Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.) and Bank One Trust Company, N.A. (successor to The First National Bank of Chicago), Trustee (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-75289, and incorporated herein by reference). 4-j Rights Agreement dated as of April 25, 1995 between Morgan Stanley (successor to Dean Witter, Discover & Co.) and JPMorgan Chase Bank (successor to Chemical Bank), as rights agent, which includes as Exhibit B thereto the Form of Rights Certificate (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form 8-A dated April 25, 1995, and incorporated herein by reference). 4-k Amendment dated as of February 4, 1997 to the Rights Agreement between Morgan Stanley (successor to Dean Witter, Discover & Co.) and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as rights agent (previously filed as an exhibit to Morgan Stanley's Current Report on Form 8-K dated February 4, 1997, and incorporated herein by reference). 4-l Second Amendment dated as of June 15, 1999 to the Rights Agreement between Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.) and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as rights agent (previously filed as an exhibit to Morgan Stanley's Current Report on Form 8-K dated June 15, 1999, and incorporated herein by reference). 4-m* Form of Floating Rate Senior Note. 4-n* Form of Fixed Rate Senior Note. 4-o* Form of Senior Variable Rate Renewable Note. 4-p* Form of Floating Rate Subordinated Note. 4-q* Form of Fixed Rate Subordinated Note. 4-r* Form of Subordinated Variable Rate Renewable Note. 4-s* Form of Fixed Rate Amortizing Senior Note. 4-t* Form of Floating/Fixed Rate Senior Note. 4-u* Form of Temporary Global Floating Rate Senior Bearer Note. 4-v* Form of Permanent Global Floating Rate Senior Bearer Note. 4-w* Form of Definitive Floating Rate Senior Bearer Note. 4-x* Form of Temporary Global Fixed Rate Senior Bearer Note. 4-y* Form of Permanent Global Fixed Rate Senior Bearer Note. 4-z* Form of Definitive Fixed Rate Senior Bearer Note. II-3 Exhibit Number Description - ------ ----------- 4-aa* Form of Euro Fixed Rate Senior Registered Note. 4-bb* Form of Euro Fixed Rate Subordinated Registered Note. 4-cc* Form of Euro Senior Registered Floating Rate Renewable Note. 4-dd* Form of DirectSecurities Fixed Rate Note. 4-ee* Form of Warrant Agreement. 4-ff* Form of Unit Agreement. 4-gg* Form of Put Warrant (included in Exhibit 4-ee). 4-hh* Form of Call Warrant (included in Exhibit 4-ee). 4-ii* Form of Purchase Contract (Issuer Sale) (included in Exhibit 4-ff). 4-jj* Form of Purchase Contract (Issuer Purchase) (included in Exhibit 4-ff). 4-kk* Form of Unit Certificate (included in Exhibit 4-ff). 4-ll** Form of Cash-Settled Pre-Paid Purchase Contract. 4-mm** Form of Physically-Settled Pre-Paid Purchase Contract. 4-nn Form of Unit Agreement Without Holders' Obligations (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-75289, and incorporated herein by reference). 4-oo Certificate of Trust of Morgan Stanley Capital Trust VI (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-83616, and incorporated herein by reference). 4-pp Certificate of Trust of Morgan Stanley Capital Trust VII (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-83616, and incorporated herein by reference). 4-qq Trust Agreement of Morgan Stanley Capital Trust VI (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-83616, and incorporated herein by reference). 4-rr Trust Agreement of Morgan Stanley Capital Trust VII (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-83616, and incorporated herein by reference). 4-ss Form of Amended and Restated Trust Agreement to be used in connection with the issuance of the Capital Securities (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-46403, and incorporated herein by reference). 4-tt Junior Subordinated Indenture dated as of March 1, 1998 between Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.) and The Bank of New York, Trustee, to be used in connection with the issuance of the Junior Subordinated Debentures and the Capital Securities (previously filed as an exhibit to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended February 28, 1998, and incorporated herein by reference). 4-uu Form of Capital Security (included in Exhibit 4-ss) (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-46403, and incorporated herein by reference). II-4 Exhibit Number Description - ------ ----------- 4-vv Form of Junior Subordinated Debenture (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-46403, and incorporated herein by reference). 4-ww Form of Capital Securities Guarantee (previously filed as an exhibit to Morgan Stanley's Registration Statement on Form S-3, Registration No. 333-46403, and incorporated herein by reference). 4-xx* Form of Certificate representing Morgan Stanley Common Stock. 5-a** Opinion of Sidley Austin Brown & Wood LLP. 5-b* Opinion of Richards, Layton & Finger, P.A., with respect to Morgan Stanley Capital Trust VI. 5-c* Opinion of Richards, Layton & Finger, P.A., with respect to Morgan Stanley Capital Trust VII. 12-a Computation of Consolidated Ratio of Earnings to Fixed Charges (previously filed as an exhibit to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended May 31, 2003, and incorporated herein by reference). 12-b Computation of Consolidated Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (previously filed as an exhibit to Morgan Stanley's Quarterly Report on Form 10-Q for the quarter ended May 31, 2003, and incorporated herein by reference). 15** Letter of Awareness from Deloitte & Touche LLP. 23-a** Consent of Deloitte & Touche LLP. 23-b** Consent of Sidley Austin Brown & Wood LLP (included in Exhibits 5-a). 23-c* Consents of Richards, Layton & Finger, P.A. (included in Exhibits 5-b and 5-c). 23-d* Consent of BK Associates, Inc. 23-e* Consent of Morten Beyer & Agnew, Inc. 23-f* Consent of Airclaims Limited. 24-a* Powers of Attorney for Morgan Stanley. 24-b* Powers of Attorney for Morgan Stanley, as sponsor, to sign the Registration Statement on behalf of Morgan Stanley Capital Trust VI and Morgan Stanley Capital Trust VII (included in Exhibits 4-qq and 4-rr). 25-a* Statement of Eligibility of JPMorgan Chase Bank, Trustee under the Amended and Restated Senior Indenture. 25-b* Statement of Eligibility of Bank One Trust Company, N.A., as successor to The First National Bank of Chicago, Trustee under the Amended and Restated Subordinated Indenture. 25-c* Statement of Eligibility of The Bank of New York, Trustee under the Junior Subordinated Indenture. 25-d* Statement of Eligibility of The Bank of New York, Trustee under the Amended and Restated Trust Agreement of Morgan Stanley Capital Trust VI. II-5 Exhibit Number Description - ------ ----------- 25-e* Statement of Eligibility of The Bank of New York, Trustee under the Amended and Restated Trust Agreement of Morgan Stanley Capital Trust VII. 25-f* Statement of Eligibility of The Bank of New York, Trustee under the Capital Securities Guarantee of Morgan Stanley with respect to the Capital Securities of Morgan Stanley Capital Trust VI. 25-g* Statement of Eligibility of The Bank of New York, Trustee under the Capital Securities Guarantee of Morgan Stanley with respect to the Capital Securities of Morgan Stanley Capital Trust VII. - --------- * Previously filed. ** Filed herewith. Item 17. Undertakings (1) The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of Morgan Stanley's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (2) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (3) The undersigned Registrants hereby undertake: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and II-6 (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that paragraphs (3)(a)(i) and (3)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrants pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) The undersigned Registrants (other than Morgan Stanley) hereby undertake to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. (5) The undersigned Registrants hereby undertake that: (a) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the forms of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective. (b) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Morgan Stanley certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, as of this 26th day of August, 2003. MORGAN STANLEY (Registrant) By: /s/ Martin M. Cohen --------------------------------- Name: Martin M. Cohen Title: Assistant Secretary Pursuant to the requirement of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed below by the following persons on behalf of Morgan Stanley and in the capacities indicated as of this 26th day of August, 2003. Signature Title --------- ----- * - --------------------------- Chairman of the Board and Chief Executive Officer Philip J. Purcell * President, Chief Operating Officer and Director - --------------------------- Robert G. Scott * Executive Vice President and Chief Financial Officer - --------------------------- (Principal Financial Officer) Stephen S. Crawford * Controller and Treasurer - --------------------------- Alexander C. Frank * Principal Accounting Officer - --------------------------- David S. Moser * Director - --------------------------- Robert P. Bauman * Director - --------------------------- Edward A. Brennan * Director - --------------------------- John E. Jacob * Director - --------------------------- C. Robert Kidder II-8 Signature Title --------- ----- * Director - --------------------------- Charles F. Knight * Director - --------------------------- John W. Madigan * Director - --------------------------- Miles L. Marsh * Director - --------------------------- Michael A. Miles * Director - --------------------------- Laura D'Andrea Tyson * By: /s/ Martin M. Cohen --------------------------------------- Name: Martin M. Cohen Title: Attorney-in-Fact II-9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Morgan Stanley Capital Trust VI and Morgan Stanley Capital Trust VII each certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, as of this 26th day of August, 2003. MORGAN STANLEY CAPITAL TRUST VI By: Morgan Stanley By: /s/ Alexander C. Frank ---------------------------------- Name: Alexander C. Frank Title: Controller and Treasurer MORGAN STANLEY CAPITAL TRUST VII By: Morgan Stanley By: /s/ Alexander C. Frank ---------------------------------- Name: Alexander C. Frank Title: Controller and Treasurer II-10 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 1-a* Form of Underwriting Agreement for Debt Securities, Warrants, Purchase Contracts and Units. 1-b* Form of Underwriting Agreement for Preferred Stock, Depositary Shares and Common Stock. 1-c* Form of Underwriting Agreement for Capital Securities. 1-d* Form of U.S. Distribution Agreement. 1-e* Form of Euro Distribution Agreement. 1-f* Form of DirectSecurities Distribution Agreement. 4-m* Form of Floating Rate Senior Note. 4-n* Form of Fixed Rate Senior Note. 4-o* Form of Senior Variable Rate Renewable Note. 4-p* Form of Floating Rate Subordinated Note. 4-q* Form of Fixed Rate Subordinated Note. 4-r* Form of Subordinated Variable Rate Renewable Note. 4-s* Form of Fixed Rate Amortizing Senior Note. 4-t* Form of Floating/Fixed Rate Senior Note. 4-u* Form of Temporary Global Floating Rate Senior Bearer Note. 4-v* Form of Permanent Global Floating Rate Senior Bearer Note. 4-w* Form of Definitive Floating Rate Senior Bearer Note. 4-x* Form of Temporary Global Fixed Rate Senior Bearer Note. 4-y* Form of Permanent Global Fixed Rate Senior Bearer Note. 4-z* Form of Definitive Fixed Rate Senior Bearer Note. 4-aa* Form of Euro Fixed Rate Senior Registered Note. 4-bb* Form of Euro Fixed Rate Subordinated Registered Note. 4-cc* Form of Euro Senior Registered Floating Rate Renewable Note. 4-dd* Form of DirectSecurities Fixed Rate Note. 4-ee* Form of Warrant Agreement. E-1 Exhibit Number Description - ------ ----------- 4-ff* Form of Unit Agreement. 4-gg* Form of Put Warrant (included in Exhibit 4-ee). 4-hh* Form of Call Warrant (included in Exhibit 4-ee). 4-ii* Form of Purchase Contract (Issuer Sale) (included in Exhibit 4-ff). 4-jj* Form of Purchase Contract (Issuer Purchase) (included in Exhibit 4-ff). 4-kk* Form of Unit Certificate (included in Exhibit 4-ff). 4-ll** Form of Cash-Settled Pre-Paid Purchase Contract. 4-mm** Form of Physically-Settled Pre-Paid Purchase Contract. 4-xx* Form of Certificate representing Morgan Stanley Common Stock. 5-a** Opinion of Sidley Austin Brown & Wood LLP. 5-b* Opinion of Richards, Layton & Finger, P.A., with respect to Morgan Stanley Capital Trust VI. 5-c* Opinion of Richards, Layton & Finger, P.A., with respect to Morgan Stanley Capital Trust VII. 15** Letter of Awareness from Deloitte & Touche LLP. 23-a** Consent of Deloitte & Touche LLP. 23-b** Consent of Sidley Austin Brown & Wood LLP (included in Exhibits 5-a). 23-c* Consents of Richards, Layton & Finger, P.A. (included in Exhibits 5-b and 5-c). 23-d* Consent of BK Associates, Inc. 23-e* Consent of Morten Beyer & Agnew, Inc. 23-f* Consent of Airclaims Limited. 24-a* Powers of Attorney for Morgan Stanley. 24-b* Powers of Attorney for Morgan Stanley, as sponsor, to sign the Registration Statement on behalf of Morgan Stanley Capital Trust VI and Morgan Stanley Capital Trust VII (included in Exhibits 4-qq and 4-rr). 25-a* Statement of Eligibility of JPMorgan Chase Bank, Trustee under the Amended and Restated Senior Indenture. 25-b* Statement of Eligibility of Bank One Trust Company, N.A., as successor to The First National Bank of Chicago, Trustee under the Amended and Restated Subordinated Indenture. 25-c* Statement of Eligibility of The Bank of New York, Trustee under the Junior Subordinated Indenture. 25-d* Statement of Eligibility of The Bank of New York, Trustee under the Amended and Restated Trust Agreement of Morgan Stanley Capital Trust VI. E-2 Exhibit Number Description - ------ ----------- 25-e* Statement of Eligibility of The Bank of New York, Trustee under the Amended and Restated Trust Agreement of Morgan Stanley Capital Trust VII. 25-f* Statement of Eligibility of The Bank of New York, Trustee under the Capital Securities Guarantee of Morgan Stanley with respect to the Capital Securities of Morgan Stanley Capital Trust VI. 25-g* Statement of Eligibility of The Bank of New York, Trustee under the Capital Securities Guarantee of Morgan Stanley with respect to the Capital Securities of Morgan Stanley Capital Trust VII. - --------- * Previously filed. ** Filed herewith. E-3 EX-4.LL 3 aug2203_ex4-ll.txt EXHIBIT 4-ll FORM OF CASH-SETTLED PRE-PAID PURCHASE CONTRACT REGISTERED REGISTERED No. [ ] _________ Purchase Contracts (each Purchase Contract having an issue price of $__________). CUSIP: [Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. Unless and until it is exchanged in whole or in part for Purchase Contracts in definitive registered form, this Purchase Contract may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.](1) - --------- (1) Applies to global purchase contracts. MORGAN STANLEY GLOBAL CASH-SETTLED PRE-PAID PURCHASE CONTRACT SETTLING _______ This Cash-Settled Pre-paid Purchase Contract is one of the Cash-Settled Pre-Paid Purchase Contracts Settling ____________ (the "Purchase Contracts"), initially issued as part of a [Separable] Unit Mandatorily Exchangeable for ______________ (a "Unit") consisting of [(i) one Purchase Contract and (ii) one ________ Warrant Settling ______________ (a "_______ Warrant")]. The Units are governed by a Unit Agreement dated as of ____________ between the Issuer and JPMorgan Chase Bank, as Unit Agent under the Unit Agreement, Trustee and Paying Agent under the Senior Indenture and Warrant Agent (the "Warrant Agent") under the Warrant Agreement dated __________. [Prior to ___________ (the "[Automatic] Separation Date"), the Purchase Contracts and the _______ Warrants may be purchased and transferred only as Units. On the Automatic Separation Date, the Units will automatically separate into their constituent Purchase Contracts and Put Warrants (which will thereafter trade under separate CUSIP numbers), and the Units will cease to exist.] Any holder of a Purchase Contract by his acceptance thereof agrees to (in the absence of any applicable administrative ruling or judicial determination to the contrary) treat the Purchase Contracts and Warrants initially comprising Units as separate securities and to file all United States federal, state and local tax returns consistent with the treatment of such Units as constituted by separate securities. Purchase Contract Property.................. Amount of Purchase Contract Property Deliverable Per Purchase Contract........... Settlement.................................. Contract Settlement Date.................... [Determination Dates]....................... Calculation Agent........................... Morgan Stanley & Co. Incorporated. Other Provisions............................ 2 Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.), a Delaware corporation (together with its successors and assigns, the "Issuer"), for value received, hereby promises to pay to ________ [CEDE & CO.](2), or registered assignees, the amount of Purchase Contract Property, as determined in accordance with the provisions set forth under "Settlement" above, due with respect to _________ PURCHASE CONTRACTS on the Contract Settlement Date (including as a result of acceleration or otherwise) specified above. Reference is hereby made to the further provisions of this Purchase Contract set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Purchase Contract shall not be entitled to any benefit under the Senior Indenture or be valid or obligatory for any purpose. - --------- (2) Applies to global purchase contracts. 3 IN WITNESS WHEREOF, the Issuer has caused this Purchase Contract to be duly executed. DATED: [ ] MORGAN STANLEY By: ------------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the securities referred to in the within-mentioned Senior Indenture. JPMORGAN CHASE BANK, as Trustee By: ------------------------------- Authorized Officer 4 FORM OF REVERSE OF SECURITY This Cash-Settled Pre-paid Purchase Contract is one of a duly authorized issue of Cash-Settled Prepaid Purchase Contracts known as the Cash-Settled Pre-paid Purchase Contracts Settling _____________ (the "Purchase Contracts") of the Issuer. The Purchase Contracts are issuable under an Amended and Restated Senior Indenture, dated as of May 1, 1999, between Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.) and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee (the "Trustee," which term includes any successor trustee under the Senior Indenture) (as further supplemented or amended from time to time, the "Senior Indenture"), to which Senior Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities of the Issuer, the Trustee and holders of the Purchase Contracts and the terms upon which the Purchase Contracts are, and are to be, authenticated and delivered. The Issuer has appointed JPMorgan Chase Bank at its corporate trust office in The City of New York as the paying agent (the "Paying Agent," which term includes any additional or successor Paying Agent appointed by the Issuer) with respect to the Purchase Contracts. The terms of individual Purchase Contracts may vary, all as provided in the Senior Indenture. To the extent not inconsistent herewith, the terms of the Senior Indenture are hereby incorporated by reference herein. This Purchase Contract and all the obligations of the Issuer hereunder are direct, unsecured obligations of the Issuer and rank without preference or priority among themselves and pari passu with all other existing and future unsecured and unsubordinated indebtedness of the Issuer, subject to certain statutory exceptions in the event of liquidation upon insolvency. [This Purchase Contract is not redeemable prior to maturity.] This Purchase Contract, and any Purchase Contract or Purchase Contracts issued upon transfer or exchange hereof, is issuable only in fully registered form in minimum denominations of ______ Purchase Contracts and any integral multiple of ______ Purchase Contracts in excess thereof. The Trustee has been appointed registrar for the Purchase Contracts, and the Trustee shall maintain at its office in The City of New York a register for the registration and transfer of Purchase Contracts. This Purchase Contract may be transferred at the aforesaid office of the Trustee by surrendering this Purchase Contract for cancellation, accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee and duly executed by the registered holder hereof in person or by the holder's attorney duly authorized in writing, and thereupon the Trustee shall issue in the name of the transferee or transferees, in exchange herefor, a new Purchase Contract or Purchase Contracts having identical terms and provisions and having a like number of Purchase Contracts in authorized denominations, subject to the terms and conditions set forth herein. Purchase Contracts are exchangeable at said office for other Purchase Contracts of other authorized denominations and having identical terms and provisions. All such exchanges and transfers of Purchase Contracts shall be free of charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Purchase Contracts surrendered for exchange shall be accompanied by a written instrument of transfer in form 5 satisfactory to the Issuer and the Trustee and executed by the registered holder in person or by the holder's attorney duly authorized in writing. The date of registration of any Purchase Contracts delivered upon any exchange or transfer of Purchase Contracts shall be such that no gain or loss of interest results from such exchange or transfer. In case any Purchase Contract shall at any time become mutilated, defaced or be destroyed, lost or stolen and such Purchase Contract or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the Trustee, the Issuer in its discretion may execute a new Purchase Contract of like tenor in exchange for the Purchase Contract so mutilated or defaced, or in lieu of the Purchase Contract so destroyed or lost or stolen, but, if this Purchase Contract is destroyed, lost or stolen, only upon receipt of evidence satisfactory to the Trustee and the Issuer that this Purchase Contract was destroyed or lost or stolen and, if required, upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Purchase Contract shall be borne by the owner of the Purchase Contract mutilated, defaced, destroyed, lost or stolen. The Senior Indenture provides that, (a) if an Event of Default (as defined in the Senior Indenture) due to the default in payment of principal of, premium, if any, or interest on, any series of debt securities issued under the Senior Indenture, including a default in payment of the Purchase Contract Property (as defined on the face of this instrument) or any other amount due with respect to the series of Prepaid Purchase Contracts of which this Purchase Contract forms a part, or due to the default in the performance or breach of any other covenant or warranty of the Issuer applicable to the debt securities of such series but not applicable to all outstanding debt securities issued under the Senior Indenture shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of each affected series, voting as one class, by notice in writing to the Issuer and to the Trustee, if given by the holders of the debt securities, may then declare the principal of all debt securities of all such series and interest accrued thereon to be due and payable immediately and (b) if an Event of Default due to a default in the performance of any other of the covenants or agreements in the Senior Indenture applicable to all outstanding debt securities issued thereunder, including this Purchase Contract, or due to certain events of bankruptcy, insolvency or reorganization of the Issuer, shall have occurred and be continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of all outstanding debt securities issued under the Senior Indenture, voting as one class, by notice in writing to the Issuer and to the Trustee, if given by the holders of the debt securities, may declare the principal of all such debt securities and interest accrued thereon to be due and payable immediately, but upon certain conditions such declarations may be annulled and past defaults may be waived (except a continuing default in payment of principal (or premium, if any) or interest on such debt securities) by the holders of a majority in aggregate principal amount of the debt securities of all affected series then outstanding. For purposes of such default provisions and any other provisions of the Senior Indenture that require a calculation of a percentage of the principal amount of debt securities outstanding under the 6 Senior Indenture, such Purchase Contract shall be deemed to represent a principal amount outstanding equal to [the purchase price of the Units including such Purchase Contract at issuance].(3) The Senior Indenture permits the Issuer and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the debt securities of all series issued under the Senior Indenture then outstanding and affected (voting as one class), to execute supplemental indentures adding any provisions to or changing in any manner the rights of the holders of each series so affected; provided that the Issuer and the Trustee may not, without the consent of the holder of each outstanding debt security affected thereby, (a) extend the final maturity of any such debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption or repayment thereof, or change the currency of payment thereof, or modify or amend the provisions for conversion of any currency into any other currency, or modify or amend the provisions for conversion or exchange of the debt securities for stock or other securities of the Issuer or of other entities or for other property or the cash value of the property (other than as provided in the antidilution provisions or other similar adjustment provisions of the debt securities or otherwise in accordance with the terms thereof) or impair or affect the rights of any holder to institute suit for the payment thereof or (b) reduce the aforesaid percentage in principal amount of debt securities the consent of the holders of which is required for any such supplemental indenture. So long as this Purchase Contract shall be outstanding, the Issuer shall cause to be maintained an office or agency for the payment of the Purchase Contract Property or any other amount due with respect to this Purchase Contract as herein provided in the Borough of Manhattan, The City of New York, and an office or agency in said Borough of Manhattan for the registration, transfer and exchange as aforesaid of the Purchase Contracts. The Issuer may designate other agencies for the payment of said principal, premium and interest at such place or places (subject to applicable laws and regulations) as the Issuer may decide. So long as there shall be such an agency, the Issuer shall keep the Trustee advised of the names and locations of such agencies, if any are so designated. With respect to Purchase Contract Property paid by the Issuer and held by the Trustee or any Paying Agent for payment of any Purchase Contract that remains unclaimed at the end of two years after such Purchase Contract shall have become due and payable (whether on the Contract Settlement Date (as defined on the face of this instrument) or as a result of acceleration or otherwise), (i) the Trustee or such Paying Agent shall notify the holders of such Purchase Contracts that such Purchase Contract Property shall be repaid to the Issuer and any person claiming such Purchase Contract Property shall thereafter look only to the Issuer for payment thereof and (ii) such Purchase Contract Property shall be so repaid to the Issuer. Upon such repayment all liability of the Trustee or such Paying Agent with respect to such Purchase Contract Property shall thereupon cease, without limiting in any way any obligation that the Issuer may have to pay the Purchase Contract Property on this Purchase Contract. - --------- (3) Unless otherwise indicated in the Issuer Order. 7 No provision of this Purchase Contract or of the Senior Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the Purchase Contract Property on this Purchase Contract at the time, place, and rate, and in the coin or currency, herein prescribed unless otherwise agreed between the Issuer and the registered holder of this Purchase Contract. Prior to due presentment of this Purchase Contract for registration of transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the holder in whose name this Purchase Contract is registered as the owner hereof for all purposes, whether or not this Purchase Contract be overdue, and none of the Issuer, the Trustee or any such agent shall be affected by notice to the contrary. No recourse shall be had for the payment of the Purchase Contract Property on this Purchase Contract, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Senior Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Issuer or of any successor corporation, either directly or through the Issuer or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. This Purchase Contract shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York. All terms used in this Purchase Contract which are defined in the Senior Indenture and not otherwise defined herein shall have the meanings assigned to them in the Senior Indenture. 8 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ______________________ Custodian _______________________ (Minor) (Cust) Under Uniform Gifts to Minors Act ___________________________ (State) Additional abbreviations may also be used though not in the above list. ___________________ 9 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto - ---------------------------------------- [PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE] - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- [PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE] the within Purchase Contract and all rights thereunder, hereby irrevocably constituting and appointing such person attorney to transfer such purchase contract on the books of the Issuer, with full power of substitution in the premises. Dated: --------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Purchase Contract in every particular without alteration or enlargement or any change whatsoever. 10 EX-4.MM 4 aug2203_ex4-mm.txt EXHIBIT 4-mm [FORM OF PHYSICALLY-SETTLED PRE-PAID PURCHASE CONTRACT] MORGAN STANLEY [Insert Designation of Physically-Settled Pre-paid Purchase Contracts] PHYSICALLY-SETTLED PRE-PAID PURCHASE CONTRACT(S) Physically-Settled Pre-paid Purchase Contracts between Morgan Stanley and ---------------- or registered assigns, as holder hereunder (the "Holder") All capitalized terms used but not defined herein that are defined in the Unit Agreement (described below) have the meanings set forth therein, and if not defined therein, have the meaning set forth below. ================================================================================ | Pre-paid Purchase Contract Property:| | |------------------------------------------|-----------------------------------| | Quantity:| | |------------------------------------------|-----------------------------------| | Settlement Date:| | |------------------------------------------|-----------------------------------| | Settlement Location:| | |------------------------------------------|-----------------------------------| | Method of Settlement:| | |------------------------------------------|-----------------------------------| | Authorized Number of Pre-paid| | | Purchase Contracts:| | |------------------------------------------|-----------------------------------| | Aggregate Quantity of Pre-paid| | | Purchase Contract Property:| | |------------------------------------------|-----------------------------------| | Contract Fees:| | |------------------------------------------|-----------------------------------| | Corporation Acceleration:| | |------------------------------------------|-----------------------------------| | Holders' Acceleration:| | |------------------------------------------|-----------------------------------| | Other Terms:| | ================================================================================ Morgan Stanley, a corporation duly incorporated and existing under the laws of the State of Delaware (the "Corporation"), for value received, agrees to deliver on the Settlement Date, subject to the terms of the Unit Agreement referred to below and as set forth herein, the Aggregate Quantity of Pre-paid Purchase Contract Property. The Physically-Settled Pre-paid Purchase Contract(s) (the "Pre-paid Purchase Contract(s)") evidenced hereby shall not entitle the Holder to receive the Pre-paid Purchase Contract Property prior to the Settlement Date. The Aggregate Quantity of Pre-paid Purchase Contract Property shall be delivered to the Settlement Location on the Settlement Date pursuant to the Method of Settlement. [This Purchase Contract is not redeemable prior to maturity.] Each Pre-paid Purchase Contract evidenced hereby is one of a duly authorized issue of not more than the Authorized Number of Pre-paid Purchase Contracts of the Corporation relating to the delivery of not more than the Aggregate Quantity of Pre-paid Purchase Contract Property issued under the Unit Agreement, dated as of August 26, 2003 (the "Unit Agreement"), among the Corporation, JPMorgan Chase Bank, as Agent (the "Agent") and as Collateral Agent thereunder, as Warrant Agent (the "Warrant Agent") under the Warrant Agreement referred to therein, as Trustee (the "Trustee") and Paying Agent under the Indenture referred to therein, and the holders from time to time of Units, to which Unit Agreement and supplemental agreements thereto reference is hereby made for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Agent, the Collateral Agent, the Corporation and the Holders and of the terms upon which the Pre-paid Purchase Contracts are, and are to be, executed, countersigned, executed on behalf of the Holder and delivered. The Agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with any transfer or exchange of each Pre-paid Purchase Contract evidenced hereby. No service charge shall be required for any such registration of transfer or exchange, but the Corporation and the Agent may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection with any registration of transfer or exchange of Units. Upon registration of transfer of this Pre-paid Purchase Contract, the transferee shall be bound (without the necessity of any other action on the part of such transferee, except as may be required by the Agent pursuant to the Unit Agreement), under the terms of the Unit Agreement and the Pre-paid Purchase Contracts evidenced hereby and the transferor shall be released from the 2 obligations under the Pre-paid Purchase Contracts hereby. The Corporation covenants and agrees, and the Holder, by his acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The extent to which, and the terms upon which, any property (other than the Pre-paid Purchase Contract Property) is deliverable with respect to the Pre-paid Purchase Contracts evidenced hereby is described above under "Contract Fees". The extent to which, and the terms upon which, the Corporation may accelerate the obligations of the Corporation evidenced hereby is described above under "Corporation Acceleration". The extent to which, and the terms upon which, the Holders of such Pre-paid Purchase Contracts may accelerate the obligations of the Corporation is described above under "Holders' Acceleration". Subject to certain exceptions, the terms of the Pre-paid Purchase Contracts and the provisions of the Unit Agreement may be amended with the consent of the Holders of not less than a majority of the affected Outstanding Purchase Contracts and certain Purchase Contract Defaults may be waived with the consent of the Holders of a majority of the affected Outstanding Purchase Contracts. Without the consent of any Holder of Units, the terms of the Unit Agreement and the Pre-paid Purchase Contracts may be amended to, among other things, cure any ambiguity, to correct or supplement any provision in the Unit Agreement or the Pre-paid Purchase Contract, to add to covenants of the Corporation, Collateral Agent or Agent or to make any other provisions with respect to matters or questions arising under the Unit Agreement or the Pre-paid Purchase Contracts that do not adversely affect the interests of the Holders in any material respect. Holders of the Pre-paid Purchase Contracts may not enforce the Unit Agreement or such Pre-paid Purchase Contracts except as provided in the Unit Agreement. Any incorporator, or past, present or future stockholder, officer, attorney-in-fact or director, as such, of the Corporation or of any successor corporation shall not have any liability for any obligations of the Corporation under the Pre-paid Purchase Contracts or the Unit Agreement or for any claim based on, with respect to or by reason of such obligations or their creation. The Holder by his acceptance hereof waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Pre-paid Purchase Contracts. The Pre-paid Purchase Contracts shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York. Prior to due presentment of a Unit Certificate or Pre-paid Purchase Contract for registration of transfer, the Corporation, the Trustee, the Agent, the Warrant Agent and the Collateral Agent, and any agent of the Corporation, the Trustee, the Agent, the Warrant Agent and the Collateral Agent may treat the Person in whose name this Pre-paid Purchase Contract is registered as a party to the Pre-paid Purchase Contracts evidenced hereby for the purpose of performance 3 of such Pre-paid Purchase Contracts and for all other purposes whatsoever, and neither the Corporation, the Trustee, the Agent, the Warrant Agent and the Collateral Agent nor any such agent shall be affected by notice to the contrary. The Holder, by his acceptance hereof, authorizes the Agent to execute the Pre-paid Purchase Contracts evidenced hereby on his behalf, authorizes and directs the Agent on his behalf to take such other action, and covenants and agrees to take such other action, as may be necessary or appropriate, or as may be required by the Agent, to effectuate the provisions of the Unit Agreement relating to the settlement or delivery of the Pre-paid Purchase Contract Property, appoints the agent as his attorney-in-fact for any and all such purposes, and agrees to be bound by the terms thereof. The Pre-paid Purchase Contracts shall not, prior to the performance thereof, entitle the Holder to any of the rights of a holder of the Pre-paid Purchase Contract Property. No provision of this Pre-paid Purchase Contract or of the Unit Agreement shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to deliver the Pre-paid Purchase Contract Property. No Pre-paid Purchase Contract evidenced hereby shall be valid or obligatory for any purpose until countersigned and executed on behalf of the Holder by the Agent, pursuant to the Unit Agreement. 4 IN WITNESS WHEREOF, Morgan Stanley has caused this instrument to be duly executed. MORGAN STANLEY By: --------------------------------- Name: Title: JPMORGAN CHASE BANK, as Agent, and as attorney-in-fact of the Holder hereof By: --------------------------------- Authorized Officer Countersigned JPMORGAN CHASE BANK, as Agent By: --------------------------------- Authorized Officer 5 EX-5.A 5 aug2203_ex5-a.txt EXHIBIT 5-a SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO 787 SEVENTH AVENUE BEIJING ----- NEW YORK, NEW YORK 10019 ----- DALLAS TELEPHONE 212 839 5300 GENEVA ----- FACSIMILE 212 839 5599 ----- LOS ANGELES www.sidley.com HONG KONG ----- ----- SAN FRANCISCO FOUNDED 1866 LONDON ----- ----- WASHINGTON, D.C. SHANGHAI ----- SINGAPORE ----- TOKYO August 26, 2003 Morgan Stanley 1585 Broadway New York, NY 10036 Ladies and Gentlemen: We have acted as counsel to Morgan Stanley (formerly known as Morgan Stanley Dean Witter & Co.), a Delaware corporation (the "Company"), and depositor of Morgan Stanley Capital Trust VI and Morgan Stanley Capital Trust VII, each a statutory trust formed under the laws of the State of Delaware (each, an "Issuer Trust" and, collectively, the "Issuer Trusts"), in connection with the preparation and filing of a registration statement on Form S-3, Registration Numbers 333-106789, 333-106789-01 and 333-106789-02 (as it may be amended or supplemented from time to time, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to $33,600,000,000 aggregate initial offering price of the following securities (collectively, the "Securities"): (i) debt securities ("Debt Securities"), (ii) warrants to purchase or sell (a) securities issued by the Company or by an entity affiliated or unaffiliated with the Company, a basket of such securities, an index or indices of such securities or any combination of the above, (b) currencies or (c) commodities ("Warrants"), (iii) purchase contracts requiring the holders thereof to purchase or sell (a) securities issued by the Company or by an entity affiliated or unaffiliated with the Company, a basket of such securities, an index or indices of such securities or any combination of the above, (b) currencies or (c) commodities ("Purchase Contracts"), (iv) shares of the Company's common stock, par value $0.01 per share ("Common Stock"), which include rights to purchase the Company's Series A Junior Participating Preferred Stock ("Rights"), (v) shares of the Company's preferred stock, par value $0.01 per share ("Preferred Stock"), to be issued from time to time in one or more series, (vi) an indeterminate number of depositary shares representing fractional interests in shares or multiple shares of the Preferred Stock (the "Depositary Shares"), (vii) Warrants, Purchase Contracts, Common Stock, Preferred Stock and Debt Securities or any combination thereof that may be offered in the form of Units ("Units"), (viii) capital securities of the Issuer Trusts (the "Capital Securities") and (ix) guarantees of the Company with respect to the Capital Securities (the "Guarantees"). The Debt Securities and certain Purchase Contracts that require the holders thereof to satisfy their obligations thereunder when such Purchase Contracts are issued and settle in cash ("Cash-settled Pre-paid Purchase Contracts" and, together with Purchase Contracts that contain a similar requirement but do not settle in cash, "Pre-paid Purchase Contracts"), if any, SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK August 26, 2003 Page 2 are to be issued from time to time as either (a) senior indebtedness of the Company under an amended and restated senior indenture dated as of May 1, 1999, between the Company and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank) (the "Senior Debt Trustee"), as trustee, as supplemented by a first supplemental senior indenture dated as of September 15, 2000 and a second supplemental senior indenture dated as of October 8, 2002, in each case between the Company and the Senior Debt Trustee (as so supplemented, the "Senior Indenture"), (b) subordinated indebtedness of the Company under an amended and restated subordinated indenture dated as of May 1, 1999, between the Company and Bank One Trust Company, N.A. (the "Subordinated Debt Trustee"), as successor to The First National Bank of Chicago, as trustee (the "Subordinated Indenture"), or (c), in the case of Debt Securities issued and sold by the Company to an Issuer Trust, junior subordinated indebtedness of the Company under a junior subordinated indenture dated as of March 1, 1998, between the Company and The Bank of New York (the "Junior Subordinated Debt Trustee"), as trustee (the "Junior Subordinated Indenture" and, together with the Senior Indenture and the Subordinated Indenture, the "Indentures"). The Warrants, if any, will be issued under a Warrant Agreement to be entered into between the Company and a bank or trust company, as warrant agent (the "Warrant Agreement"). The Purchase Contracts (other than Cash-settled Pre-paid Purchase Contracts) and Units, if any, may be issued under one or more unit agreements to be entered into among the Company, a bank or trust company, as unit agent, and the holders from time to time of the Units (each such unit agreement, a "Unit Agreement"). Units that include Purchase Contracts that are all Pre-paid Purchase Contracts may be issued under one or more Unit Agreements designed for Units where the holders do not have any further obligations under the Purchase Contracts (such Unit Agreements are referred to as "Unit Agreements Without Holders' Obligations"). Depositary Shares representing fractional interests in shares or multiple shares of Preferred Stock, if any, will be issued under a preferred stock deposit agreement to be entered into among the Company, The Bank of New York, as depositary, and the holders from time to time of depositary receipts issued thereunder (the "Deposit Agreement"). The Rights associated with Common Stock issued in connection with the Registration Statement, if any, will be issued under a rights agreement dated as of April 25, 1995 between the Company and JPMorgan Chase Bank, as successor to Chemical Bank, as rights agent (the "Rights Agent"), as amended by an amendment dated as of February 4, 1997 and a second amendment dated as of June 15, 1999, between the Company and the Rights Agent (as so amended, the "Rights Agreement"). The Capital Securities of each Issuer Trust will be issued pursuant to an amended and restated trust agreement (each a "Trust Agreement" and, collectively, the "Trust Agreements") of such Issuer Trust to be entered into among the Company, as depositor of such Issuer Trust (the "Depositor"), The Bank of New York, as property trustee, The Bank of New York (Delaware), as Delaware trustee, two individuals selected by the Depositor as administrators with respect to such Issuer Trust and the holders of the Common Securities and the Capital Securities of such Issuer Trust. SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK August 26, 2003 Page 3 The Indentures and the Rights Agreement and the forms of the Warrant Agreement, the Unit Agreement, the Unit Agreement Without Holders' Obligations, the Deposit Agreement, the Trust Agreements and the Securities are filed or incorporated by reference as exhibits to the Registration Statement. In rendering this opinion, we have examined originals or copies, certified to our satisfaction, of such corporate records and other documents and certificates as we deemed necessary. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of all such latter documents. In addition, in rendering this opinion, we have assumed the due authorization, execution and delivery of the Indentures, the Rights Agreement, the Warrant Agreement, the Unit Agreement, the Unit Agreement Without Holders' Obligations, the Deposit Agreement, the Trust Agreements and the Guarantees by all parties other than the Company. As to any facts material to this opinion, we have, when relevant facts were not independently established by us, relied upon the aforesaid records, certificates and documents. Based upon and subject to the foregoing and assuming that (i) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and comply with all applicable laws; (ii) the Registration Statement will be effective and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement; (iii) a prospectus supplement will have been prepared and filed with the Securities and Exchange Commission describing the Securities offered thereby and will comply with all applicable laws; (iv) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement; (v) the Company's Board of Directors (or a committee thereof duly authorized to act on its behalf) (the "Board") and appropriate officers of the Company have taken all necessary corporate action to approve the terms of the Securities and the terms of the offering; and (vi) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Securities offered or issued will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; we are of the opinion as follows: (i) the Indentures, the Rights Agreement, the Warrant Agreement, the Unit Agreement, the Unit Agreement Without Holders' Obligations, the Deposit Agreement and the Securities, other than the Capital Securities, have been duly authorized by the Company; (ii) when the Warrant Agreement and the Unit Agreement and/or the Unit Agreement Without Holders' Obligations, as applicable, have been duly executed and delivered by the Company, the terms of the Debt Securities, the Warrants, the Purchase Contracts and the Units have been established by the officers of the Company given authority to do so by the Board and the Debt Securities, the Warrants, the Purchase Contracts and the Units have been duly authenticated and/or countersigned, executed and issued in accordance with the provisions SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK August 26, 2003 Page 4 of the applicable Indenture, the Warrant Agreement, the Unit Agreement and/or the Unit Agreement Without Holders' Obligations, as applicable, respectively, and duly paid for by the purchasers thereof in accordance with the applicable definitive purchase, underwriting or similar agreement, all required corporate action of the Company will have been taken with respect to the issuance and sale of the Debt Securities, the Warrants, the Purchase Contracts and the Units and such Securities will have been validly issued and will constitute valid and binding obligations of the Company, enforceable in accordance with their terms; (iii) with respect to an offering of any shares of Common Stock, when both (A) the Board has taken all necessary corporate action to approve the issuance of and the terms of the offering of the shares of Common Stock and related matters and (B) certificates representing the shares of Common Stock have been duly executed, countersigned, registered and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the consideration therefor provided for therein, such shares of Common Stock will be duly and validly issued, fully paid and nonassessable, assuming that a sufficient number of shares of Common Stock is authorized and available for issuance and that the consideration therefor is not less than the par value of the shares of Common Stock; (iv) when the shares of Common Stock have been duly and validly issued, the Rights attached to those shares of Common Stock will be duly and validly issued; (v) with respect to an offering of any shares of Preferred Stock, when both (A) the Board has taken all necessary corporate action to approve the issuance and terms of the shares of Preferred Stock, the terms of the offering thereof and related matters, including the adoption of a Certificate of Designation relating to such Preferred Stock and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, and (B) certificates representing the shares of Preferred Stock have been duly executed, countersigned, registered and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the consideration therefor provided for therein, such shares of Preferred Stock will be duly and validly issued, fully paid and nonassessable, assuming that a sufficient number of shares of Preferred Stock is authorized and available for issuance and that the consideration therefor is not less than the par value of the shares of Preferred Stock; (vi) if shares of Common Stock or Preferred Stock are issuable upon conversion, exercise or exchange of Debt Securities, Preferred Stock, Warrants or Purchase Contracts, as applicable, the shares issuable upon conversion, exercise or exchange will be duly and validly issued, fully paid and nonassessable, assuming (i) that the conversion, exercise or exchange of the Debt Securities, Preferred Stock, Warrants or Purchase Contracts, as applicable, is in accordance with the terms of applicable Indenture, Certificate of Designation, Warrant or Purchase Contract, respectively, for the consideration approved by the Board, (ii) that a sufficient number of shares of Common Stock or Preferred Stock, as applicable, is authorized and, in the case of an issuance upon conversion or exchange, reserved and available for issuance and (iii) SIDLEY AUSTIN BROWN & WOOD LLP NEW YORK August 26, 2003 Page 5 that the consideration for the shares of Common Stock or Preferred Stock, as applicable, is not less than par value of such shares; (vii) when the Deposit Agreement has been duly executed and delivered by the Company and, if applicable, when the Depositary Shares have been duly issued in accordance with the provisions of the Deposit Agreement and paid for by the purchasers thereof in accordance with the applicable definitive purchase, underwriting or similar agreement, such Depositary Shares will represent legal and valid interests in the corresponding shares of Preferred Stock; and (viii) when a Guarantee has been duly executed and delivered by the Company, all corporate actions of the Company will have been taken with respect to the issuance of such Guarantee, and such Guarantee will constitute a valid and binding agreement of the Company, enforceable in accordance with its terms. The opinions set forth herein are limited to matters of the laws of the State of New York and the General Corporation Law of the State of Delaware. Any opinion expressed herein as to enforceability is qualified in that such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, liquidation, moratorium and other similar laws affecting creditors' rights generally, (ii) general principles of equity, regardless of whether such enforcement is considered at a proceeding in equity or at law, (iii) requirements that a claim with respect to Debt Securities that are denominated in a foreign currency (or a foreign currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (iv) governmental authority to limit, delay or prohibit making payments in foreign currency or currency units or payments outside the United States. We note that a judgment for money in an action based on a Security denominated in a foreign currency, currency unit or composite currency in a federal or state court in the United States ordinarily would be enforced in the United States only in U.S. dollars, although certain states, including the State of New York, provide for the rendering of judgments in foreign currencies. The date used to determine the rate of conversion of the foreign currency, currency unit or composite currency in which a particular Security is denominated into U.S. dollars will depend upon various factors, including which court renders the judgment. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption "Legal Matters" in each of the related prospectuses. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ Sidley Austin Brown & Wood LLP EX-15 6 aug2203_ex15.txt EXHIBIT 15 To the Directors and Shareholders of Morgan Stanley: We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited condensed consolidated interim financial information of Morgan Stanley and its subsidiaries for the periods ended February 28, 2003 and 2002, and May 31, 2003 and 2002, as indicated in our reports dated April 11, 2003, and July 10, 2003; because we did not perform an audit, we expressed no opinion on that information. We are aware that our reports referred to above which were included in Morgan Stanley's Quarterly Reports on Form 10-Q for the quarters ended February 28, 2003 and May 31, 2003 are being incorporated by reference in this Amendment No. 2 to Registration Statement No. 333-106789. We are also aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche New York, New York August 26, 2003 EX-23.A 7 aug2203_ex23-a.txt EXHIBIT 23-a INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Amendment No. 2 to Registration Statement No. 333-106789 of Morgan Stanley (the "Registrant") on Form S-3 of our reports dated January 10, 2003, appearing in the Annual Report on Form 10-K of the Registrant for the fiscal year ended November 30, 2002, and to the references to us under the heading "Experts" in each Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche New York, New York August 26, 2003 -----END PRIVACY-ENHANCED MESSAGE-----