SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MORGAN STANLEY MORGAN STANLEY CAPITAL TRUST III
(Exact Name of Registrant (Exact Name of Registrant
as Specified in Its Charter) as Specified in its
DELAWARE Certificate of Trust)
(State of Incorporation or DELAWARE
Organization) (State of Incorporation
36-3145972 or Organization)
(I.R.S. Employer 13-7303060
Identification No.) (I.R.S. Employer
Identification No.)
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1585 Broadway
New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) of securities pursuant to Section 12(g) of the Exchange Act and
the Exchange Act and is effective is effective pursuant to General Instruction A.(d), please
pursuant to General Instruction A.(c), check the following box. | |
please check the following
box. |X|
Securities Act registration statement file numbers to which this form relates:
333-83616 and 333-83616-01
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Capital Securities New York Stock Exchange, Inc.
(and the Guarantee with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
The classes of securities registered hereby consist of (i) the
Capital Securities (the "Capital Securities") representing preferred undivided
beneficial interests in the assets of Morgan Stanley Capital Trust III, a
statutory trust formed under the laws of the State of Delaware (the "Trust")
and (ii) the Guarantee with respect thereto (the "Guarantee") by Morgan
Stanley.
For a description of the Capital Securities and the Guarantee,
reference is made to the information set forth under the headings: (a)
"Description of Capital Securities" and "Description of Guarantees" in the
prospectus relating to the Capital Securities and the Guarantee contained in
the Registration Statement on Form S-3 (Registration Nos. 333-83616 and
333-83616-01) filed with the Securities and Exchange Commission (the
"Commission") on March 1, 2002, as amended by Amendment No. 1 thereto filed
with the Commission on June 11, 2002, under the Securities Act of 1933, as
amended (the "Act") (such Registration Statement, as amended, being
hereinafter referred to as the "Registration Statement"), and (b) "Description
of Capital Securities" and "Description of Guarantee" in the prospectus
supplement which will be filed pursuant to Rule 424(b) of the Act. The above
mentioned descriptions contained in the Registration Statement, the prospectus
and the prospectus supplement are incorporated herein by reference. Definitive
copies of the prospectus supplement describing the Capital Securities and the
Guarantee will be filed pursuant to Rule 424(b) under the Act with the
Commission and shall be incorporated by reference herein.
Item 2. Exhibits.
2.1 Registration Statement (see Item 1 above).
2.2 Certificate of Trust of the Trust, dated February 12, 1998
(referenced in Exhibit 4-jj to the Registration Statement, and
incorporated by reference to Exhibit 4-d to Registration Statement
No. 333-46403).
2.3 Certificate of Amendment of Certificate of Trust of the Trust,
dated September 24, 2001 (incorporated by reference to Exhibit 4-kk
to the Registration Statement).
2.4 Trust Agreement of the Trust, dated February 12, 1998 (referenced
in Exhibit 4-rr to the Registration Statement, and incorporated by
reference to Exhibit 4-i to Registration Statement No. 333-46403).
2.5 Amendment No.1, dated as of September 24, 2001, to Trust Agreement
of the Trust (incorporated by reference to Exhibit 4-ss to the
Registration Statement).
2.6 Form of Amended and Restated Trust Agreement of the Trust to be
used in connection with the issuance of the Capital Securities
(referenced in Exhibit 4-zz to the Registration Statement, and
incorporated by reference to Exhibit 4-l to Registration Statement
No. 333-46403).
2.7 Form of Capital Securities Guarantee (referenced in Exhibit 4-ddd to
the Registration Statement, and incorporated by reference to
Exhibit 4-x to Registration Statement No. 333-46403).
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2.8 Junior Subordinated Indenture, dated March 1, 1998, between Morgan
Stanley and The Bank of New York, as trustee (referenced in Exhibit
4-aaa to the Registration Statement, and incorporated by reference
to Exhibit 4.1 to Morgan Stanley's Quarterly Report on Form 10-Q
for the quarter ended February 28, 1998).
2.9 Form of Capital Security (referenced in Exhibit 4-bbb to the
Registration Statement, and incorporated by reference to Exhibit
4-v to Registration Statement No. 333-46403).
2.10 Form of Junior Subordinated Debenture (referenced in Exhibit 4-ccc
to the Registration Statement, and incorporated by reference to
Exhibit 4-w to Registration Statement No. 333-46403).
2.11 Form of Underwriting Agreement for Capital Securities (incorporated
by reference to Exhibit 1-c to the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: February 24, 2003
MORGAN STANLEY CAPITAL TRUST III
By: Morgan Stanley
as Depositor
By: /s/ Alexander C. Frank
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Name: Alexander C. Frank
Title: Treasurer
MORGAN STANLEY
By: /s/ Alexander C. Frank
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Name: Alexander C. Frank
Title: Treasurer
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