As filed with the Securities and Exchange Commission on January 26, 2006
Registration Nos. 333-131266
333-131266-01
333-131266-02
333-131266-03
333-131266-04
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
MORGAN STANLEY DELAWARE 36-3145972
MORGAN STANLEY CAPITAL TRUST VII DELAWARE 13-7308503
MORGAN STANLEY CAPITAL TRUST VIII DELAWARE 20-1390869
MORGAN STANLEY CAPITAL TRUST IX DELAWARE 20-1391139
MORGAN STANLEY CAPITAL TRUST X DELAWARE 20-1391361
(Exact name of each Registrant (State or other jurisdiction of (I.R.S. Employer
as specified in its charter) incorporation or organization) Identification Number)
--------------------------
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.
Vice President, Counsel and
Assistant Secretary
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:
Jeffrey Small, Esq.
John M. Brandow, Esq. Joseph W. Armbrust, Esq.
Davis Polk & Wardwell Sidley Austin LLP
450 Lexington Avenue 787 Seventh Avenue
New York, New York 10017 New York, New York 10019
--------------------------
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 this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. |X|
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. |_|
================================================================================
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the registration statement is being filed
for the sole purpose of checking the box indicating that the securities
registered on this form S-3ASR are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, as amended. No
changes have been made to the prospectuses that form Part I or to Part II of
the registration statement. Accordingly, they have been omitted.
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. 1 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 January, 2006.
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. 1 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 January, 2006.
Signature Title
--------- -----
* Chairman of the Board, Director and
- -------------------------------- Chief Executive Officer
John J. Mack
* Executive Vice President and
- -------------------------------- Chief Financial Officer
David H. Sidwell (Principal Financial Officer)
* Controller and Principal Accounting Officer
- --------------------------------
Paul C. Wirth
* Director
- --------------------------------
Roy J. Bostock
* Director
- --------------------------------
Erskine B. Bowles
* Director
- --------------------------------
Sir Howard J. Davies
* Director
- --------------------------------
C. Robert Kidder
* Director
- --------------------------------
Charles H. Noski
* Director
- --------------------------------
O. Griffith Sexton
II-1
Signature Title
--------- -----
* Director
- --------------------------------
Laura D'Andrea Tyson
* Director
- --------------------------------
Klaus Zumwinkel
* By: /s/ Martin M. Cohen
-----------------------------
Name: Martin M. Cohen
Title: Attorney-in-Fact
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Morgan Stanley Capital Trust VII, Morgan Stanley Capital Trust VIII, Morgan
Stanley Capital Trust IX and Morgan Stanley Capital Trust X 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. 1 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
January, 2006.
MORGAN STANLEY CAPITAL TRUST VII
By: Morgan Stanley
By: /s/ Jai Sooklal
----------------------------------
Name: Jai Sooklal
Title: Assistant Treasurer
MORGAN STANLEY CAPITAL TRUST VIII
By: Morgan Stanley
By: /s/ Jai Sooklal
----------------------------------
Name: Jai Sooklal
Title: Assistant Treasurer
MORGAN STANLEY CAPITAL TRUST IX
By: Morgan Stanley
By: /s/ Jai Sooklal
----------------------------------
Name: Jai Sooklal
Title: Assistant Treasurer
MORGAN STANLEY CAPITAL TRUST X
By: Morgan Stanley
By: /s/ Jai Sooklal
----------------------------------
Name: Jai Sooklal
Title: Assistant Treasurer
II-3