SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
MORGAN STANLEY MORGAN STANLEY CAPITAL TRUST V
(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 13-7303059
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)
the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction
please check the following A.(d), please check the following
box. |X| box. | |
Securities Act registration statement file numbers to which this form relates:
333-83616 and 333-83616-03
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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 V, 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 333-83616-03) 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-nn to the Registration Statement, and incorporated by
reference to Exhibit 4-f 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-oo to the
Registration Statement).
2.4 Trust Agreement of the Trust, dated February 12, 1998 (referenced in
Exhibit 4-vv to the Registration Statement, and incorporated by
reference to Exhibit 4-k 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-ww 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: July 11, 2003
MORGAN STANLEY CAPITAL TRUST V
By: Morgan Stanley
as Depositor
By: /s/ Alexander C. Frank
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Name: Alexander C. Frank
Title: Controller and Treasurer
MORGAN STANLEY
By: /s/ Alexander C. Frank
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Name: Alexander C. Frank
Title: Controller and Treasurer
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