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 VI
(Exact Name of Registrant (Exact Name of Registrant
as Specified in Its Charter) as Specified in Its Certificate of Trust)
DELAWARE DELAWARE
(State of Incorporation or (State of Incorporation
Organization) or Organization)
36-3145972 13-7308501
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
1585 Broadway
New York, New York 10036
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(Address of Principal Executive (Zip Code)
Offices)
If this form relates to the If this form relates to the registration
registration of a class of securities pursuant to
of a class of securities pursuant to Section 12(g) of the Exchange Act and
Section 12(b) of the Exchange Act is effective pursuant to General
and is effective pursuant of General Instruction A.(d), please check the
Instruction A.(c), please check the following box. |_|
following box. |X|
Securities Act registration statement file numbers to which this form relates:
333-129243 and 333-129243-05
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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 consists of (i) the 6.60%
Capital Securities (the "Capital Securities") representing preferred undivided
beneficial interests in the assets of Morgan Stanley Capital Trust VI, 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. 333-129243 and 333-129243-05) filed
with the Securities and Exchange Commission (the "Commission") on October 25,
2005, as amended by Amendment No. 1 thereto filed with the Commission on
November 14, 2005, 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 dated January 19, 2006
covering the Capital Securities which was filed on January 20, 2006 pursuant to
Rule 424(b) under the Act. The above mentioned descriptions contained in the
Registration Statement, the prospectus and the prospectus supplement are
incorporated herein by reference.
Item 2. Exhibits.
2.1 Registration Statement (see Item 1 above).
2.2 Certificate of Trust of the Trust, dated September 24, 2001
(referenced in Exhibit 4-gg to the Registration Statement, and
incorporated by reference to Exhibit 4-pp to Registration Statement
No. 333-83616).
2.3 Trust Agreement of the Trust, dated September 24, 2001 (referenced
in Exhibit 4-ll to the Registration Statement, and incorporated by
reference to Exhibit 4-xx to Registration Statement No. 333-83616).
2.4 Form of Amended and Restated Trust Agreement of the Trust used in
connection with the issuance of the Capital Securities (referenced
in Exhibit 4-qq to the Registration Statement, and incorporated by
reference to Exhibit 4-vv to Registration Statement No. 333-117752).
2.5 Form of Capital Securities Guarantee (referenced in Exhibit 4-uu to
the Registration Statement, and incorporated by reference to Exhibit
4-zz to Registration Statement No. 333-117752).
2.6* Junior Subordinated Indenture, dated as of October 1, 2004, between
Morgan Stanley and The Bank of New York, as trustee.
2.7 Form of Capital Security (referenced in Exhibit 4-ss to the
Registration Statement, and incorporated by reference to Exhibit
4-xx to Registration Statement No. 333-117752).
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2.8* Junior Subordinated Debenture.
2.9* Underwriting Agreement for Capital Securities.
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* Filed herewith
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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: January 27, 2006
MORGAN STANLEY CAPITAL TRUST VI
By: /s/ Alexander C. Frank
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Name: Alexander C. Frank
Title: Administrator
MORGAN STANLEY
By: /s/ Jai Sooklal
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Name: Jai Sooklal
Title: Assistant Treasurer
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