SC 13G/A 1 c12390sc13gza.htm SCHEDULE 13G/A Schedule 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Morgan Stanley
(Name of Issuer)
Common Stock
(Title of Class of Securities)
617446448
(CUSIP Number)
December 31, 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:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o 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 (“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).

 
 


 

                     
CUSIP No.
 
617446448 
 

 

           
1   NAMES OF REPORTING PERSONS
China Investment Corporation
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  People’s Republic of China
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   150,782,3791
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    150,782,3791
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  150,782,3791
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.97%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO
1 Includes 150,503,487 Common Stock shares held by Harvest Investment Corporation., a wholly-owned subsidiary of China Investment Corporation, and 278,892 Common Stock shares held by another wholly-owned subsidiary of China Investment Corporation, all as of December 31, 2010

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CUSIP No.
 
617446448 
 

 

           
1   NAMES OF REPORTING PERSONS
Harvest Investment Corporation
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  People’s Republic of China
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   150,503,487
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    150,503,487
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  150,503,487
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.95%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO

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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
Harvest Investment Corporation
Item 2(b) Address of Principal Business Office or, if none, Residence
The address of both China Investment Corporation and Harvest Investment Corporation is as follows:
New Poly Plaza
No. 1 Chaoyangmen Beidajie
Dongcheng District
Beijing 100010
People’s Republic of China
Item 2(c) Citizenship
China Investment Corporation and Harvest Investment Corporation 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 in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable
Item 4 Ownership
The number of shares of Common Stock beneficially owned by China Investment Corporation and Harvest Investment Corporation are as follows:
                 
Reporting Person   Amount Beneficially Owned     Percent of Class  
China Investment Corporation
  150,782,379       9.97%  
Harvest Investment Corporation
  150,503,487       9.95%  

 

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China Investment Corporation is a wholly state-owned company incorporated under the Company Law of the People’s Republic of China. Harvest Investment Corporation is a wholly-owned subsidiary of China Investment Corporation. All information above regarding China Investment Corporation reflects the inclusion of 150,503,487 Common Shares held by Harvest Investment Corporation, a wholly-owned subsidiary of China Investment Corporation, and 278,892 Common Shares held by another wholly-owned subsidiary of China Investment Corporation, all as of December 31, 2010.
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.

 

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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 January 28, 2011.
         
  CHINA INVESTMENT CORPORATION
 
 
  By:   /s/ Lou Jiwei    
    Name: Lou Jiwei   
    Title: Chairman & CEO   
 
         
  HARVEST INVESTMENT CORPORATION
 
 
  By:   /s/ Gao Xiqing    
    Name: Gao Xiqing   
    Title: Executive Director & President   
 

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Exhibit Index
Exhibit A  
Joint Filing Agreement, dated January 28, 2011, between China Investment Corporation and Harvest Investment Corporation.

 

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