-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DSsjiv4AkkpKVioCI6JvOdCLipK7dLSxRtuUVhKBlzyWfOOvqFXlFHgUZ5RguOwY rq01valABQ4bPjbaUcB0yw== 0000891836-10-000114.txt : 20100618 0000891836-10-000114.hdr.sgml : 20100618 20100618160212 ACCESSION NUMBER: 0000891836-10-000114 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100618 DATE AS OF CHANGE: 20100618 GROUP MEMBERS: BEST INVESTMENT CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46526 FILM NUMBER: 10905908 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4000 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA INVESTMENT CORP CENTRAL INDEX KEY: 0001468702 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE, DONGCHENG CITY: BEIJING STATE: F4 ZIP: 100010 BUSINESS PHONE: 86 10 64086277 MAIL ADDRESS: STREET 1: NEW POLY PLAZA STREET 2: NO. 1 CHAOYANGMEN BEIDAJIE, DONGCHENG CITY: BEIJING STATE: F4 ZIP: 100010 SC 13G 1 sc0058.htm sc0058.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 
SCHEDULE 13G
 
(Rule 13d-102)
 
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2.
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 
MORGAN STANLEY
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
617446448
(CUSIP Number)
 
 
June 18, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
 
 
[   ]
Rule 13d-1(b)
 
 
[X]
Rule 13d-1(c)
 
 
[   ]
Rule 13d-1(d)
 
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes.)
 
(Continued on following pages)
 

Page  1 of 8
 
 

 

CUSIP No.
 
617446448
 
 
13G
 
Page
 
2
 
 
of
 
8
 
 

1
Names of Reporting Persons
 
China Investment Corporation
2
Check the Appropriate Box if a Member of a Group
(See Instructions)                                                                                                                       
(a) [_]
(b) [_]
3
SEC Use Only
 
4
Citizenship or Place of Organization
 
People’s Republic of China
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person With
 
5
Sole Voting Power
 
0
6
Shared Voting Power
 
176,232,379
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
176,232,379
9
Aggregate Amount Beneficially Owned By Each Reporting Person
 
176,232,379
10
Check if The Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)                         [_]
11
Percent of Class Represented by Amount in Row 9
 
11.64%
12
Type of Reporting Person (See Instructions)
 
CO

 
 

 


CUSIP No.
 
617446448
 
 
13G
 
Page
 
3
 
 
of
 
8
 
 

1
Names of Reporting Persons
 
Best Investment Corporation
2
Check the Appropriate Box if a Member of a Group
(See Instructions) 
(a) [_]
(b) [_]
3
SEC Use Only
 
4
Citizenship or Place of Organization
 
People’s Republic of China
Number of
 
Shares
 
Beneficially
 
Owned by
 
Each
 
Reporting
 
Person With
 
5
Sole Voting Power
 
0
6
Shared Voting Power
 
130,662,911
7
Sole Dispositive Power
 
0
8
Shared Dispositive Power
 
130,662,911
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
130,662,911
10
Check if The Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)                          [_]
11
Percent of Class Represented by Amount in Row 9
 
8.63%
12
Type of Reporting Person (See Instructions):
 
CO


 
 

 


CUSIP No.
 
617446448
 
 
13G
 
Page
 
4
 
 
of
 
8
 
 

Item 1(a).
Name of Issuer:
   
 
Morgan Stanley
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
1585 Broadway
New York, NY 10036
   
Item 2(a).
Name of Persons Filing:
   
 
China Investment Corporation (“CIC”)
   
 
Best Investment Corporation (“Best”)
   
Item 2(b).
Address of Principal Business Office or, if none, Residence:
   
 
The address of both CIC and Best is as follows:
   
 
New Poly Plaza
No. 1 Chaoyangmen Beidajie
Dongcheng District
Beijing 100010
People’s Republic of China
   
Item 2(c).
Citizenship:
   
 
CIC and Best are established under the Company Law of the People’s Republic of China.
   
Item 2(d).
Title of Class of Securities:
   
 
Common Stock
   
Item 2(e).
CUSIP Number:
   
 
617446448
   
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
 
Not applicable
   

 
 

 


CUSIP No.
 
617446448
 
 
13G
 
Page
 
5
 
 
of
 
8
 
 

 
Item 4.
Ownership.
   
 
The number of shares of Common Stock beneficially owned by CIC and Best are as follows:
   
 
Reporting Person
Amount Beneficially Owned
Percent of Class
 
CIC
176,232,379
11.64%
 
Best
130,662,911
8.63%
   
 
The shares of Common Stock beneficially owned by CIC are held by wholly owned subsidiaries, including Best.  The shares beneficially owned by Best include (i) 14,600,000 shares of Common Stock and (ii) 116,062,911 shares of Common Stock which Best is required to purchase and Morgan Stanley is required to issue and sell, pursuant to 5,579,143 PEPS Units held by Best, on a date that is currently expected to be August 17, 2010 but that may be extended for a period of up to a year under certain circumstances.
   
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
Not applicable
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not applicable
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
 
Not applicable
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not applicable
   
Item 9.
Notice of Dissolution of Group.
   
 
Not applicable
   
Item 10.
Certifications.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 

 
 

 


SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as of June 18, 2010.
 
 
CHINA INVESTMENT CORPORATION
       
 
By:
/s/ Jiwei Lou
   
Name:
Jiwei Lou
   
Title:
Chairman & Chief Executive Officer
       
       
 
BEST INVESTMENT CORPORATION
       
 
By:
/s/ Xiqing Gao
   
Name:
Xiqing Gao
   
Title:
Executive Director and President
       

 


 
 

 

Exhibit Index
 
Exhibit A
Joint Filing Agreement, dated June 18, 2010, between China Investment Corporation and Best Investment Corporation


EX-99.A 2 ex-a.htm JOINT FILING AGREEMENT ex-a.htm
Exhibit A
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned hereby agrees that (i) a statement on Schedule 13G with respect to the Common Stock in Morgan Stanley (including amendments thereto) filed herewith shall be filed on behalf of each of the undersigned, and (ii) this Joint Filing Agreement shall be included as an exhibit to such joint filing, provided that, as provided by Section 13d-1(k)(1)(ii) of the Exchange Act, no person shall be responsible for the completeness and accuracy of the information concerning the other person making the filing unless such person knows or has reason to believe such information is inaccurate.
 
This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 18th day of June, 2010.
 


 
CHINA INVESTMENT CORPORATION
       
 
By:
/s/ Jiwei Lou
   
Name:
Jiwei Lou
   
Title:
Chairman & Chief Executive Officer
       
       
 
BEST INVESTMENT CORPORATION
       
 
By:
/s/ Xiqing Gao
   
Name:
Xiqing Gao
   
Title:
Executive Director and President
       


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