CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered | Maximum Aggregate Offering Price | Amount of Registration Fee | ||
Step-Up Callable Notes due 2023 | $10,000,000 | $393.00 |
December 2008 | |
Pricing Supplement No. 8 | |
Registration Statement No. 333-156423 | |
Dated December 23, 2008 | |
Filed pursuant to Rule 424(b)(2) |
INTEREST RATE STRUCTURED PRODUCTS
Senior Fixed Rate Step-Up Callable Notes due December 29, 2023
Global Medium Term Notes, Series F
We, Morgan Stanley, have the right to redeem the notes on any redemption date, beginning June 29, 2010. The amount of interest payable on the notes will increase in increments every five years thereafter. We describe the basic features of these notes in the sections of the accompanying prospectus called “Description of Debt Securities – Description of Fixed Rate Debt Securities” and prospectus supplement called “Description of Notes,” subject to and as modified by the provisions described below. All payments on the notes are subject to the credit risk of Morgan Stanley.
FINAL TERMS | |
Issuer: | Morgan Stanley |
Aggregate principal amount: | $10,000,000 |
Stated principal amount: | $1,000 |
Issue price: | $1,000 (100%) |
Pricing date: | December 23, 2008 |
Original issue date: | December 29, 2008 |
Interest accrual date: | December 29, 2008 |
Maturity date: | December 29, 2023 |
Interest rate: | 8.00%, from and including the original issue date to but excluding December 29, 2013 10.00%, from and including December 29, 2013 to but excluding December 29, 2018 15.00%, from and including December 29, 2018 to but excluding December 29, 2023 |
Interest payment period: | Semi-annually |
Interest payment dates: | Each June 29 and December 29, beginning June 29, 2009; provided that if any such day is not a business day, that interest payment will be made on the next succeeding business day and no adjustment will be made to any interest payment made on that succeeding business day. |
Day-count convention: | 30/360 |
Redemption: | Beginning June 29, 2010, we have the right to redeem all of these notes on any redemption date and pay to you 100% of the stated principal amount per note plus accrued and unpaid interest to but excluding the date of such redemption. If we decide to redeem the notes, we will give you notice at least 10 calendar days before the redemption date specified in the notice. |
Redemption percentage at redemption date: | 100% |
Redemption dates: | Semi-annually on each June 29 and December 29, beginning on June 29, 2010 |
Specified currency: | U.S. dollars |
Trustee: | The Bank of New York Mellon (as successor trustee to JPMorgan Chase Bank, N.A.) |
Calculation agent: | The Bank of New York Mellon |
Listing: | The notes will not be listed on any securities exchange. |
Denominations: | $1,000 / $1,000 |
CUSIP: | 61745EU25 |
Book-entry or certificated note: | Book-entry |
Business day: | New York |
Agent: | Morgan Stanley & Co. Incorporated |
Commissions and Issue Price: | Price to Public | Agent’s Commissions(1) | Proceeds to Company |
Per Note: | 100% | 2.25% | 97.75% |
Total: | $10,000,000 | $225,000 | $9,775,000 |
(1) For additional information, see “Plan of Distribution” in the accompanying prospectus supplement.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this pricing supplement or the accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
You should read this document together with the related prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below.
THE NOTES ARE NOT BANK DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK. IN ADDITION, THE NOTES WILL NOT BE GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION UNDER THE FDIC’S TEMPORARY LIQUIDITY GUARANTEE PROGRAM.
Senior Fixed Rate Step-Up Callable Notes due December 29, 2023 |
Supplemental Information Concerning Plan of Distribution
We expect to deliver the notes against payment therefor in New York, New York on December 29, 2008, which will be the third scheduled business day following the date of the pricing of the notes. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or on or prior to the third business day prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.
Where You Can Find More Information
Morgan Stanley has filed a registration statement (including a prospectus, as supplemented by a prospectus supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this pricing supplement relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and any other documents relating to this offering that Morgan Stanley has filed with the SEC for more complete information about Morgan Stanley and this offering. You may get these documents without cost by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Morgan Stanley will arrange to send you the prospectus and the prospectus supplement if you so request by calling toll-free 800-584-6837.
You may access these documents on the SEC web site at www.sec.gov as follows:
Terms used in this pricing supplement are defined in the prospectus supplement or in the prospectus. As used in this pricing supplement, the “Company,” “we,” “us,” and “our” refer to Morgan Stanley.
December 2008 | Page 2 |