FWP 1 dp13414_fwp.htm FREE WRITING PROSPECTUS
 

  
 
Dated May 8, 2009
 
Registration Statement No. 333-156423
Filed pursuant to Rule 433


PRICING TERMS – MAY 8, 2009
Issuer:
Morgan Stanley
New York Stock Exchange symbol:
MS
Security:
Common Stock, par value $.01 per share
Number of shares offered:
146,000,000
Additional shares subject to over-allotment option:
21,900,000
Closing sale price of issuer’s common stock on NYSE on May 7, 2009:
$27.14
Initial price to public per share:
$24.00
Underwriting discounts and commissions per share:
$0.66
Selling concession per share:
$0.396
Gross proceeds:
$3,504,000,000
MUFG investment:
Mitsubishi UFJ Financial Group, Inc. (“MUFG”) has elected to participate as an investor in the offering and has agreed to purchase 25,000,000 shares at the initial price to public listed above.
 
We have agreed to repurchase from MUFG shares of our non-convertible 10% Series C Non-Cumulative Non-Voting Perpetual Preferred Stock at a price per share equal to 110% of liquidation preference and with an aggregate repurchase price equal to the aggregate price to be paid by MUFG for its purchase of common stock in the offering.
Sole bookrunner:
Morgan Stanley & Co. Incorporated
Co-manager:
Citigroup Global Markets Inc.
Trade date:
May 8, 2009
Closing date:
May 13, 2009
 
YOU SHOULD READ THIS DOCUMENT TOGETHER WITH THE PROSPECTUS WHICH CAN BE ACCESSED VIA THE HYPERLINK BELOW.

 
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-718-1649.