Date of report (Date of earliest event reported): September 27, 2013
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MORGAN STANLEY
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(Exact Name of Registrant
as Specified in Charter)
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DELAWARE
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1-11758
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36-3145972
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1585 Broadway, New York, New York
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 761-4000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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The following exhibits are filed as part of this Report on Form 8-K:
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Exhibit
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Number
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Description
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3.1 and 4.1
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Certificate of Designation of the Registrant relating to the Series E Preferred Stock, incorporated herein by reference to Exhibit 2.5 to the Registrant’s Registration Statement on Form 8-A, filed on September 27, 2013.
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4.2
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Form of Certificate representing the Series E Preferred Stock, incorporated herein by reference to Exhibit 2.7 to the Registrant’s Registration Statement on Form 8-A, filed on September 27, 2013.
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4.3
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Form of Deposit Agreement among Morgan Stanley, The Bank of New York Mellon and the holders from time to time of the depositary receipts described therein, incorporated herein by reference to Exhibit 2.6 to the Registrant’s Registration Statement on Form 8-A, filed on September 27, 2013.
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4.4
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Form of Depositary Receipt, included in Exhibit 4.3 hereto and incorporated herein by reference to Exhibit 2.8 to the Registrant’s Registration Statement on Form 8-A, filed on September 27, 2013.
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5
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Opinion of Davis Polk & Wardwell LLP
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23
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Consent of Davis Polk & Wardwell LLP (included in Exhibit 5 hereto)
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MORGAN STANLEY
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(Registrant)
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Date:
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September 30, 2013
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By:
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/s/ Jeanne Greeley O’Regan
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Name:
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Jeanne Greeley O’Regan
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Title:
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Deputy Corporate Secretary
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1.
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When the Underlying Preferred Shares have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Underlying Preferred Shares will be validly issued, fully paid and non-assessable; and
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2.
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Assuming due authorization, execution and delivery of the Deposit Agreement by the Depositary, each Depositary Share will represent the interest in a validly issued, outstanding, fully paid and non-assessable Underlying Preferred Share; assuming due execution and delivery of the Depositary Receipts by the Depositary pursuant to such Deposit Agreement, the Depositary Receipts will entitle the holders thereof to the benefits provided therein and in the Deposit Agreement, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that we express no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
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