Schedule 13D

Prepayment amount

(Market interest rate of the Borrowing^*1 – Market interest rate at the time of the prepayment^*2)

Remaining period (days) at the time of the prepayment^*3/ 360 days

-----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, O1/9NPT1r/vFSEWM7JofipJ4CUFp0mCDFMnB2CnCpW0ZQo6+mANU9PV4SmNYOmjT ZHHleSdSZtOcUdho3gHOOQ== 0001193125-08-215104.txt : 20081023 0001193125-08-215104.hdr.sgml : 20081023 20081023142957 ACCESSION NUMBER: 0001193125-08-215104 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081023 DATE AS OF CHANGE: 20081023 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: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46526 FILM NUMBER: 081137087 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: MITSUBISHI UFJ FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000067088 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7-1 MARUNOUCHI 2-CHOME STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-8330 BUSINESS PHONE: 2125301784 MAIL ADDRESS: STREET 1: 1251 AVENUE OF THE AMERICAS 14F STREET 2: CF BTMU PLANNING OFFICE ATTN. SASAKI CITY: NEW YORK STATE: NY ZIP: 10020-1104 FORMER COMPANY: FORMER CONFORMED NAME: BANK OF TOKYO MITSUBISHI LTD /ADR/ DATE OF NAME CHANGE: 20010402 FORMER COMPANY: FORMER CONFORMED NAME: MITSUBISHI BANK LTD /ADR/ DATE OF NAME CHANGE: 19920929 FORMER COMPANY: FORMER CONFORMED NAME: MITSUBISHI TOKYO FINANCIAL GROUP INC DATE OF NAME CHANGE: 19920929 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

MORGAN STANLEY

(Name of Issuer)

Common Stock, par value $0.01 per Share

(Title of Class of Securities)

617446448

(CUSIP Number)

Takahiro Yanai

Executive Officer and General Manager, Corporate Planning Division

Mitsubishi UFJ Financial Group, Inc.

2-7-1, Marunouchi

Tokyo 100-8330, Japan

81-3-3240-3546

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

October 13, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

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 disclosures provided in a prior cover page.

The information required on 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, as amended (“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)


CUSIP NO. 617446448		13D		Page of Pages


1.	NAME OF REPORTING PERSON: Mitsubishi UFJ Financial Group, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (See Instructions): AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION: Tokyo, Japan


NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH		7. SOLE VOTING POWER: 22.62%
		8. SHARED VOTING POWER: N/A
		9. SOLE DISPOSITIVE POWER: 22.62%
		10. SHARED DISPOSITIVE POWER: N/A


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 310,464,033 shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 22.62%
14.	TYPE OF REPORTING PERSON (See Instructions) : CO

Item 1.

Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the common stock (the “Common Stock”), par value $0.01 per share, of Morgan Stanley, a Delaware Corporation (the “Company”). The address of the principal executive offices of the Company is 1585 Broadway, New York, New York 10036.

Item 2.

Identity and Background

This Statement is being filed by Mitsubishi UFJ Financial Group, Inc. (“MUFG”). The address of the principal business and principal office of MUFG is 7-1 Marunouchi 2-chome, Chiyoda-ku, Tokyo 100-8330, Japan.

MUFG is a bank holding company and joint stock company (kabushiki kaisha) incorporated in Japan under the Commercial Code of Japan. MUFG, Japan’s largest financial group and the world’s second largest bank holding company with $1.1 trillion in bank deposits, is one of the world’s largest and most diversified financial groups. MUFG’s services include commercial banking, trust banking, securities, credit cards, consumer finance, asset management, leasing and various other fields of financial services. Additional information concerning MUFG, including information regarding its executive officers and directors, is set forth in its Annual Report on Form 20-F for the fiscal year ended March 31, 2008.

During the last five years, neither MUFG nor any of its executive officers or directors has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Each of the directors and executive officers of MUFG is a citizen of Japan.

Item 3.

Source and Amount of Funds or Other Consideration

Pursuant to a Securities Purchase Agreement, dated September 29, 2008 (the “Securities Purchase Agreement”), as amended by the First Amendment to Securities Purchase Agreement dated October 3, 2008, the Second Amendment to Securities Purchase Agreement, dated October 8, 2008 and the Third Amendment to Securities Purchase Agreement, dated October 13, 2008, between MUFG and the Company (the Securities Purchase Agreement as so amended, the “Purchase Agreement”), MUFG acquired 7,839,209 shares of Series B Non-Cumulative Non-Voting Perpetual Convertible Preferred Stock of the Company (the “Series B Preferred Stock”), par value $.01 per share, that are convertible into shares of Common Stock of the Company. The aggregate purchase price for the Series B Preferred Stock was approximately $7.8 billion.

Dividends on the Series B Preferred Stock are payable quarterly at a rate of 10% per annum, and shares of the Series B Preferred Stock are convertible into shares of Common Stock at an initial conversion rate of 39.604 shares of Common Stock per share of Series B Preferred Stock (the “Initial Conversion Rate”). At the Initial Conversion Rate, 7,839,209 shares of Series B Preferred Stock may be converted into 310,464,033 shares of Common Stock (the “Conversion Shares”). MUFG may convert the shares of Series B Preferred Stock at any time. After one year, subject to certain ownership limits on MUFG and its affiliates and subject to the receipt of required shareholder approvals under the rules of the New York Stock Exchange, if applicable, one-half of the shares of Series B Preferred Stock automatically converts into Common Stock when shares of Common Stock trade above 150% of the conversion price for a certain period of time. Subject to the receipt of required shareholder approvals under the rules of the New York Stock Exchange, if applicable, any remaining shares of the Series B Preferred Stock automatically convert on the same basis after two years.

Pursuant to the Purchase Agreement, MUFG also acquired 1,160,791 shares of Series C Non-Cumulative Non-Voting Perpetual Preferred Stock of the Company, par value $.01 per share (the “Series C Preferred Stock”, and together with the Series B Preferred Stock, the “Preferred Stock”) for an aggregate purchase price of approximately $1.2 billion. Dividends on the Series C Preferred Stock are payable quarterly at a rate of 10% per annum. Shares of Series C Preferred Stock are not exchangeable or convertible into any other security of the Company. The closing date for MUFG’s acquisition of the Preferred Stock described in this Statement was October 13, 2008 (the “Closing Date”).

The Securities Purchase Agreement, as amended by the First Amendment to Securities Purchase Agreement, the Second Amendment to Securities Purchase Agreement and the Third Amendment to Securities Purchase Agreement, is filed as Exhibit 1 to this Statement and is hereby incorporated by reference herein.

The terms of the Series B Preferred Stock and the Series C Preferred Stock are provided in their respective Certificates of Designations of Preferences and Rights, which are filed as Exhibits 2 and 3, respectively, to this Statement and are hereby incorporated by reference herein.

The purchase price for the shares of Preferred Stock acquired by MUFG represents $9 billion borrowed from The Bank of Tokyo-Mitsubishi UFJ, Ltd., a wholly-owned subsidiary of MUFG (“BTMU”) pursuant to a loan agreement dated October 14, 2008 between MUFG and BTMU (the “Loan Agreement”). No other part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities described in this Statement. An English translation of the Loan Agreement is attached hereto as Exhibit 4 and is hereby incorporated by reference herein.

As of October 14, 2008, certain affiliates of MUFG held in the aggregate 9,925,182 shares of Common Stock in a fiduciary capacity as the trustee of trust accounts or as the manager of investment funds, other investment vehicles and managed accounts. MUFG disclaims beneficial ownership of such shares.

Item 4.

Purpose of Transaction

MUFG is acquiring the securities described in this Statement to build with the Company a global strategic alliance primarily in the corporate and investment banking fields. The Purchase Agreement provides that MUFG and the Company will discuss and negotiate in good faith in order to enter into definitive documentation relating to the establishment of a strategic alliance and will use reasonable best efforts to execute such definitive documentation by June 30, 2009. As part of the global strategic alliance, MUFG and the Company may consider various possible forms of cooperation and ventures, including, but not limited to, merger or consolidation of one or more of their respective subsidiaries or operations and the introduction by each party to the other of business opportunities.

A. Board Membership and Beneficial Ownership of Company Securities

Under the Investor Agreement, dated as of October 13, 2008 between MUFG and the Company (the “Investor Agreement”), the Company agreed to take all lawful action to cause one of MUFG’s senior officers or directors to be a member of the Company’s Board of Directors and granted MUFG the right to one Board observer, in each case for so long as MUFG beneficially owns at least 10% of the outstanding Common Stock on a fully diluted basis. MUFG has not yet designated anyone to serve as either a member of the Board of Directors of the Company or an observer. In addition, holders of the Preferred Stock and other voting preferred stock of the Company will be entitled to vote for the election of two additional members of the Company’s Board of Directors if dividends have not been declared and paid for the equivalent of six or more quarters, whether or not consecutive.

B. “Standstill” Provisions Applicable to MUFG

Pursuant to the Investor Agreement, MUFG and its affiliates are subject to certain standstill restrictions limiting or prohibiting their ability, without the prior written consent of the Company, to: (a) acquire, agree to acquire or make public proposals to acquire beneficial ownership of any voting securities or assets of the Company or its subsidiaries (subject to certain exceptions, as described below); (b) deposit shares of Common Stock in or subject shares of Common Stock to voting trusts, voting agreements, pooling agreements or similar arrangements or grant any proxy with respect to any shares of Common Stock; (c) publicly propose to enter into business combinations with or change in control transactions involving the Company or its subsidiaries; (d) make or join in any proxy solicitations with respect to the voting of any securities of the Company or its subsidiaries; (e) call, or seek to call, a meeting of the Company’s shareholders or initiate any shareholder proposals; (f) seek a release of the standstill restrictions described in

this paragraph in a manner that would require public disclosure thereof; (g) form, join, or otherwise participate in a group that would be required to file a statement under Section 13D of the Act; or (h) publicly disclose any plan or proposal with respect to the foregoing. The provisions described in clause (a) of the preceding sentence do not apply to: (a) acquisitions by MUFG or any of its wholly-owned subsidiaries from MUFG or any such subsidiary, (b) beneficial ownership resulting from the acquisition of interests in any unrelated entity that has beneficial ownership of shares of Common Stock, provided that certain conditions are met as described below, (c) shares acquired pursuant to the exercise of MUFG’s pre-emptive rights as described in Section C of this Item 4, or, prior to the termination of MUFG’s pre-emptive rights, open market purchases of Common Stock that do not result in MUFG’s economic interest percentage in the Company exceeding 20%, or (d) acquisitions on behalf of customers in the ordinary course of MUFG or its affiliates’ respective financial services businesses. MUFG or its affiliates may acquire beneficial ownership of Common Stock resulting from the acquisition of interests in any unrelated entity, as described in clause (b) of this paragraph, provided, among other things, that the acquisition of beneficial ownership of Common Stock was not the primary purpose of the acquisition of interests in the unrelated entity and that MUFG or the relevant affiliate divests, or causes the unrelated entity to divest, any such shares of Common Stock reasonably promptly in a commercially reasonable manner, as described in the Investor Agreement.

The standstill provisions described in the preceding paragraphs apply until the earlier of (a) the fifth anniversary of the Closing Date or (b) the date on which MUFG ceases to hold at least 10% of the outstanding Common Stock on a fully diluted basis.

C. Preemptive Rights Applicable to MUFG

Under the Investor Agreement, for a period of 30 months following the Closing Date, subject to earlier termination under certain circumstances, MUFG has preemptive rights (subject to certain exceptions, as described below) on offerings of Common Stock and any securities convertible into or exercisable or exchangeable for Common Stock (“Covered Securities”). Such preemptive rights allow MUFG to acquire from the Company, for the same price and on the same terms as the Covered Securities the offering of which triggered MUFG’s preemptive rights, Covered Securities in an amount that allows MUFG to maintain its then-current percentage of beneficial ownership of Common Stock, but only to the extent that MUFG’s economic interest in the Company does not exceed 20%, as described in the Investor Agreement.

MUFG’s preemptive rights will not apply to offerings by the Company of certain securities, including securities issued (a) pursuant to any Company employment contract or plans for the benefit of Company employees; (b) in connection with a business combination or other merger, acquisition or disposition transaction; (c) with reference to the common stock of a subsidiary; or (d) upon the conversion, exchange or exercise of any security, right or purchase obligation in existence as of the Closing Date. MUFG’s preemptive rights also will not apply to any offering of Covered Securities which, together with other offerings of Covered Securities after the Closing Date, do not exceed $500,000,000.

D. Transfer Restrictions Applicable to MUFG

Subject to limited exceptions, the Investor Agreement provides that the Preferred Stock sold to MUFG under the Purchase Agreement may not be transferred, and exposure to the Common Stock (including the Conversion Shares) may not be hedged for a period of one year after the issuance. Thereafter, subject to limited exceptions, MUFG may not transfer such Preferred Stock, or hedge its exposure to Common Stock (including the Conversion Shares) in one transaction or a series of transactions, having an aggregate value exceeding $2.5 billion in any three month period until the third anniversary of the Closing Date. Subject to certain exceptions, MUFG may not knowingly offer, sell, pledge or otherwise transfer any shares of Preferred Stock to any person if the transfer would result in such person beneficially owning in excess of 5% of the then outstanding shares of Common Stock.

E. Registration Rights Applicable to MUFG

MUFG and the Company also entered into a Registration Rights Agreement, dated as of October 13, 2008 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, MUFG has the right, on up to five separate occasions after the first anniversary of the Closing Date and in

amounts of at least $500,000,000, to demand that the Company file a registration statement that is or is declared effective under the Securities Act of 1933, as amended, and the applicable rules and regulations thereunder, with respect to the shares of Common Stock issuable upon conversion of the Series B Preferred Stock.

F. Other

MUFG reserves the right to take any of the actions permitted by the exceptions to the standstill provisions of the Investor Agreement, as described under Section B of this Item 4. Other than these actions and otherwise as described above or in the discussion of the Passivity Commitments described in Item 6 of this Statement, MUFG does not have any current plans or proposals that relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of the form Schedule 13D promulgated under the Act.

MUFG reserves the right, in light of its ongoing evaluation of the Company’s financial condition, business, operations and prospects, the market price of the Common Stock, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate. In particular, MUFG and its affiliates reserve the right, subject to the terms and conditions of the Purchase Agreement, the Investor Agreement and the Preferred Stock and any applicable law, to (a) purchase additional shares of Common Stock or other securities of the Company, (b) sell or transfer shares of Preferred Stock, Common Stock or other securities beneficially owned by them from time to time in public or private transactions, (c) enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the shares of Common Stock, Preferred Stock or other securities, and (d) consider participating in a business combination transaction that would result in an acquisition of all of the Company’s outstanding Common Stock.

The Investor Agreement and the Registration Rights Agreement are filed as Exhibits 5 and 6 to this Statement, respectively, and are hereby incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer

(a) Rows (7) through (11) and (13) of the cover pages to this Statement are hereby incorporated by reference. For purposes of calculating the percentages set forth in this Item 5, the number of shares outstanding is assumed to be 1,372,447,144 (which is the number of shares of Common Stock outstanding as of September 30, 2008, as reported by the Company in their quarterly report on Form 10-Q for the quarter ended August 31, 2008, plus the Conversion Shares issuable at the Initial Conversion Price).

As of October 13, 2008, MUFG beneficially owns 310,464,033 shares of Common Stock, representing approximately 22.62% of the outstanding shares of Common Stock of the Company (assuming full conversion of all of the shares of Series B Preferred Stock held by MUFG at the Initial Conversion Price and further assuming no conversion of any other securities not beneficially owned by MUFG that are convertible or exchangeable into shares of Common Stock).

(b) MUFG has the sole power to vote or direct the vote and to dispose or to direct the disposition of shares of Common Stock beneficially owned by it (including the Conversion Shares after they have been fully converted) as indicated in rows (7) through (11) and (13) of the cover pages to this Statement.

(c) Except as described herein, neither MUFG nor, to its knowledge, any of its directors or executive officers has engaged in any transactions in shares of the Company’s Common Stock in the past 60 days except transactions in a fiduciary capacity as described under Item 3.

(d) No other person is known by MUFG to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of the Company’s securities beneficially owned by MUFG.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

In addition to the contracts, arrangements and understandings described in Item 4, in connection with receiving the approval of the Board of Governors of the Federal Reserve System (the “FRB”) to acquire the securities described in this Statement, MUFG entered into certain passivity commitments (the “Passivity Commitments”) with the FRB to ensure that MUFG will not be deemed to control Morgan Stanley for purposes of the Bank Holding Company Act of 1956, as amended. Under the Passivity Commitments, subject to certain exceptions, MUFG will not, without the prior approval of the FRB or its staff, directly or indirectly engage in certain activities with respect to securities of Morgan Stanley, including:

exercising or attempting to exercise a controlling influence over the management or policies of Morgan Stanley or any of its subsidiaries;

having or seeking to have more than one representative of MUFG and its subsidiaries (the “MUFG Group”) serve on, and an additional representative serve as a nonvoting observer at meetings of, the board of directors of Morgan Stanley or any of its subsidiaries;

permitting any representative of the MUFG Group who serves on the board of directors of Morgan Stanley or any of its subsidiaries to serve as the chairman of the board of directors, or as the chairman of any committee of the board of directors, of Morgan Stanley or any of its subsidiaries;

having or seeking to have any employee or representative of MUFG serve as an officer, agent, or employee of Morgan Stanley or any of its subsidiaries;

taking any action that would cause Morgan Stanley or any of its subsidiaries to become a subsidiary of MUFG;

owning, controlling or holding with power to vote securities that (when aggregated with securities that the MUFG Group and the officers and directors own or control, or for which they hold with power to vote) represent 25% or more of any class of voting securities of Morgan Stanley or any of its subsidiaries;

owning or controlling equity interests that would cause the combined voting and nonvoting equity interests of the MUFG Group and its officers and directors to equal or exceed 25% of the total equity of Morgan Stanley or any of its subsidiaries;

entering into any agreement with Morgan Stanley or any of its subsidiaries that substantially limits the discretion of Morgan Stanley’s management over major policies and decisions, including, but not limited to, employing and compensating executive officers, raising additional debt or equity capital, merging or consolidating or acquiring, selling, leasing, transferring or disposing of material assets, subsidiaries or other entities;

soliciting or participating in soliciting proxies with respect to any matter presented to the shareholders of Morgan Stanley or any of its subsidiaries;

10.

disposing or threatening to dispose (explicitly or implicitly) of equity interests of Morgan Stanley or any of its subsidiaries in any manner as a condition or inducement of a specific action or non-action; or

11.

entering into any other banking or non-banking transactions with Morgan Stanley or any of its subsidiaries unless such transactions are in the ordinary and usual course of business and are on terms and under circumstances, including credit standards, that in good faith would be offered to, or would apply to, companies that are not affiliated with MUFG or Morgan Stanley.

Except as otherwise described herein, MUFG does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any other person with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, consents or authorizations.

Item 7.

Material to be Filed as Exhibits


Exhibit		Description
1.		Securities Purchase Agreement, dated September 29, 2008, First Amendment to the Securities Purchase Agreement, dated as of October 3, 2008 between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley, Second Amendment to the Securities Purchase Agreement, dated as of October 8, 2008 between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley, and Third Amendment to the Securities Purchase Agreement, dated as of October 13, 2008 between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K, filed on October 17, 2008).

2.		Amended Certificate of Designations of Preferences and Rights of the Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K, filed on October 17, 2008).

3.		Certificate of Designations of Preferences and Rights of the Series C Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company’s current report on Form 8-K, filed on October 17, 2008).

4.		English translation of Loan Agreement (and Rider thereto), dated October 14, 2008 between Mitsubishi UFJ Financial Group, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.*

5.		Investor Agreement, dated as of October 13, 2008, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K, filed on October 17, 2008).

6.		Registration Rights Agreement, dated as of October 13, 2008, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley (incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K, filed on October 17, 2008).

*	Filed herewith.

SIGNATURES

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.

Dated: October 23, 2008


MITSUBISHI UFJ FINANCIAL GROUP, INC.

By:		/s/ Takahiro Yanai
Name: Takahiro Yanai
Title: Executive Officer & General Manager

EXHIBIT INDEX


Exhibit		Description
4.		English translation of Loan Agreement (and Rider thereto), dated October 14, 2008 between Mitsubishi UFJ Financial Group, Inc. and The Bank of Tokyo-Mitsubishi UFJ, Ltd.

EX-4 2 dex4.htm ENGLISH TRANSLATION OF LOAN AGREEMENT English translation of Loan Agreement

Exhibit 4

[Translation]

Deed of Loan Agreement (in Foreign Currency)

October 14, 2008

To The Bank of Tokyo-Mitsubishi UFJ, Ltd.


Address:	7-1, Marunouchi 2-chome Chiyoda-ku, Tokyo 100-8330

The Debtor:	Mitsubishi UFJ Financial Group, Inc.

	Nobuo Kuroyanagi, President & CEO	Seal

Address:

The Joint and Several Guarantor: Name of the Guarantor

	Name of the Representative of the Guarantor	Seal

Address:

The Joint and Several Guarantor: Name of the Guarantor

	Name of the Representative of the Guarantor	Seal

Mitsubishi UFJ Financial Group, Inc. (the “Debtor”) enters into a Loan Agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) as follows, by accepting respective Articles set forth in the Agreement on Bank Transactions separately agreed to with BTMU.

Article 1 (Borrowing)

The Debtor borrowed money from BTMU based on the following terms and received it.

1.	Borrowing amount: US$9,000,000,000^.00

2.	Use of funds: Funds to acquire shares of common stock and preferred shares of Morgan Stanley

3.	Maturity date: April 14, 2009

4.	Repayment (place “x” in either of the following parentheses):

(x) Bullet payment will be made on April 14, 2009.

( ) The first payment day shall be MM/DD/YY, and subsequently, payment in installments on the corresponding day of every month as payment day will be made, and each payment amount shall be as follows.

Furthermore, if the corresponding day above is a day other than a bank business day as provided in Paragraph 5 (6) of this Article, the payment day will be on the next bank business day; provided, however, that if the next bank business day falls on a day of the next month, the payment day shall be the BTMU business day immediately preceding the corresponding day.

5.	Interest rate and its determination method

(1)

The interest rate shall be at the ratio of 5.037% from the borrowing date to April 14, 2009, and subsequently, shall be the borrowing rate of BTMU for the same period as the interest payment period in the London or other international financial markets, as set forth in (3) of this paragraph plus 0.40% per annum (the “Floating Rate”).

(2)

The Floating Rate above shall be determined by BTMU on the basis of the rate that is in effect two bank business days before the commencement date of the interest payment period.

(3)

The interest payment period to be used for determination of the Floating Rate above shall be a period of either three months or six months,to be decided upon by the Debtor and agreed to by BTMU. The Debtor shall give notice in writing to the head office of BTMU no later than five bank business days before the commencement of the next interest payment period as to the interest payment period chosen, and this notice shall be irrevocable.

In addition, if the Debtor fails to give notice as specified above, BTMU may automatically deem the next interest payment period to be a three months period.

(4)

The Debtor may not choose an interest payment period which goes over the next payment day. Furthermore, the last day of the interest payment period immediately before the payment day shall fall on the payment day.

(5)

In the event that BTMU acknowledges that the determination of the interest rate based on the methods above is not appropriate due to the suspension of trading of the London or other international financial markets or any other reasons, determination shall be made through another method following consultations be conducted separately.

(6)

A bank business day under this Agreement shall be a day when banks in the Tokyo and London or other international financial markets conduct foreign currency transactions and foreign exchange transactions.

6.	Prepayment

The Debtor may make a prepayment of the borrowing in whole or in part with the approval of BTMU on the last day of an interest payment period notwithstanding the provisions of Paragraph 4 of this Article; provided, however, that the head office of BTMU receives a written notice from the Debtor concerning this prepayment 30 days or more before the last day of the interest payment period.

In addition, the notice concerning the prepayment shall be irrevocable.

7.	Method of interest payment

(1)

The first interest payment day shall be April 14, 2009, and subsequently, the interest payment day shall be the expiration date of the interest payment period to be chosen by the Debtor, and the interest accrued starting from the borrowing date (from the second payment, each interest payment day) to the day before the next interest payment day (the day before the maturity date) shall be paid on deferred terms.

Furthermore, if the relevant day as specified above is a day other than a bank business day as provided in Paragraph 5 (6) of this Article, the interest payment day will be the following bank business day; provided, however, that if the next bank business day falls on a day of the next month, the interest payment day shall be the BTMU business day immediately preceding the corresponding day.

(2)

The calculation of the interest in this case shall be made based on a 360-day year basis for the actual number of days elapsed.

8.	Proportion of damages and calculation method

Damages to be paid to BTMU in the event that the Debtor fails to perform any obligations to BTMU shall be calculated based on the interest rate by adding 2% per annum to the interest required for BTMU to procure the funds which match the borrowing, or at the rate of 14% per annum, whichever is higher, from the day of the event of default to the payment day, notwithstanding the provisions set forth in Article 3 of the Agreement on Bank Transactions, and the calculation in this case shall be made based on a 360-day year basis for the actual number of days elapsed.

9.	Burden of increased cost

In the event that situations occur in which BTMU must bear new costs, such as a situation in which reserves are required for the borrowing based on this Loan Agreement due to amendment or abolition or new establishment of laws and regulations or administrative measures, etc., such costs shall be borne by the Debtor and the Debtor shall pay immediately upon request by BTMU.

10.	Place of payment of principal and interest and expenses, etc.

It shall be at the head office of The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Article 2 (Parallel use of notes and omission)

The Debtor shall draw and pledge to BTMU promissory notes whose payment date is set on the last day of each interest payment period in the currency and amount (if a payment has made, the amount after the payment) specified in Paragraph 1 of the preceding Article and subsequently continue to renew until the maturity date.

Upon approval by BTMU, the Debtor may omit pledging the promissory notes to BTMU as stipulated in the foregoing paragraph; provided, however, that in such case, the Debtor shall immediately perform the obligations as set forth in the foregoing paragraph and pledge the promissory notes to BTMU upon subsequent request of BTMU.

Article 3 (Yen conversion rate and payment method, etc. of principal and interest)

For the performance of obligations under this Loan Agreement, in accordance with the designation of BTMU, the Debtor shall make a payment in the currency set forth in Paragraph 1 of Article 1 or after converting the currency into yen or other foreign currency at the foreign exchange rate designated by BTMU at the time of the implementation of the calculation by BTMU.

(i)

If there is no designation by BTMU in accordance with the foregoing paragraph with respect to the principal which shall be paid by the Debtor, the payment amount which is withdrawn on the scheduled payment day from the following savings account under the name of the Debtor shall be allocated for the payment. Further, the withdrawal amount in case of making a payment from a yen currency account, except when a Currency Conversion Arrangement is executed in advance, shall be the amount after conversion of the payment amount at the spot telegraphic transfer selling rate designated by BTMU on the payment day.

(place “x” in either of the following parentheses)

(x) Foreign currency deposit; (savings account); account number: No. X

( ) Yen currency deposit; (checking or savings account); account number: No.

(a)

In this case, notwithstanding the checking account provisions or savings account provisions, submission of a refund request form of notes or foreign currency deposit or a savings account passbook and refund request form shall be omitted.

(b)

If the funds in the designated savings account do not meet the payment amount on the payment day, when the payment amount is reached, BTMU may conduct the same processing procedure on a day following the payment day.

(ii)

With respect to interest, damages and any other deductions in association with this borrowing, in accordance with (a) in this Article, it is permissible to withdraw from the savings account under the name of the Debtor.

(iii)

In the event of following neither of the above (i) nor (ii), the Debtor shall comply with the designation of BTMU.

Article 4 (Acceleration of payment due to changes in situations)

Where any one of the events in the following items occurs, in addition to Article 5 of the Agreement on Bank Transactions, upon request of BTMU, any and all obligations to BTMU under this Loan Agreement shall immediately become due and payable, and the Debtor shall pay for such obligations forthwith:

1.	Due to changes in laws and regulations and administrative measures, etc., the borrowing under this Agreement becomes not legitimate;

2.	It has become impossible for BTMU to procure funds in relation to this Loan Agreement in the foreign exchange market set forth in Paragraph 5 (1) of Article 1;

3.	The Debtor and BTMU fail to reach an agreement with respect to the determination method of the interest rate as provided in Paragraph 5 (5) of Article 1; and

4.	In the case of the occurrence of an event which is acknowledged to be tantamount to that which is specified foregoing paragraphs.

Article 5 (Cancellation of the Currency Conversion Arrangement)

In the event that the Debtor has executed the Currency Conversion Arrangement with BTMU in advance with respect to the payment amount of the obligations under this Loan Agreement, where any of the events set forth in each item of Paragraph 1 of Article 5 of the Agreement on Bank Transactions occurs to the Debtor, without the necessity for any notice or demand from BTMU, it shall be deemed that any and all Currency Conversion Arrangement with the Debtor cancelled, and any fees and costs paid by BTMU and any and all other damages incurred to BTMU due to this cancellation shall be borne by the Debtor, and the Debtor shall immediately make the payment.

In addition, in the case where any of the events set forth in each item of Paragraph 2 of Article 5 of the Agreement on Bank Transactions occurs to the Debtor, BTMU may cancel any and all Currency Conversion Arrangements with the Debtor with notice, and any fees and costs paid by BTMU and any and all other damages incurred to BTMU due to this cancellation shall be borne by the Debtor, and the Debtor shall immediately make the payment.

Article 6 (Deduction calculation, etc.)

In case that the Debtor must perform any obligations owed to BTMU due to maturity under this Loan Agreement or acceleration of payments due to the events stipulated in Article 5 of the Agreement of Bank Transactions and Article 4 of this Agreement, BTMU shall offset any such obligations against any of the Debtor’s deposits and other credits in compliance with the following in addition to the provisions set forth in Article 7 of the Agreement on Bank Transactions.

If a currency of the obligations under this Loan Agreement is different from that of the credits of the Debtor against which BTMU attempts to offset, the credits and obligations shall be converted into yen or similar currency at the foreign exchange quotation designated by BTMU at the time when a offsetting is effected.

In case that BTMU attempts to offset at the close of the foreign exchange market set forth in Paragraph 5(5) of Article 1 or on a day other than a bank business day provided in Paragraph 5(6) of Article 1, the conversion of the currency in Paragraph 1 of this Article shall be conducted at the temporary rate designated by BTMU. In such case, the conversion of the currency shall be made again on the first bank business day after the reopening of the foreign exchange market or on the next bank business day after the ofsetting day at the foreign exchange rate designated by BTMU, and if any deficiency or excess arises, it shall be settled in a currency designated by BTMU.

Article 7 (Foreign Exchange and Foreign Trade Law)

The borrowing of money under this Loan Agreement by the Debtor is conducted in compliance with the “Foreign Exchange and Foreign Trade Law” and orders and rules, etc. based on this law (the “FEFT Law”), and the same shall apply when the FEFT Law is amended in future, and if necessary, shall be in accordance with the designation of BTMU.

Article 8 (Burden of costs)

The Debtor shall bear costs for the preparation of this Deed and the deed of Article 10, disposition of collaterals, and any other costs concerning this Agreement.

Article 9 (Guarantee)

With regard to any and all obligations the Debtor owes under this Agreement, the Guarantor shall be jointly and severally liable with the Debtor for the payment of all such obligations and shall comply with this Agreement, in addition to each Article in the Agreement of Bank Transactions separately agreed to between the Debtor and BTMU.

2.	The Guarantor shall not claim for exemption even if BTMU changes or releases the collaterals or other guarantees at its convenience.

3.	The Guarantor shall not offset any of the Guarantor’s obligations with any of the Debtor’s deposits and/or any other claims to BTMU.

In the event that the Guarantor performs obligations, the Guarantor shall not exercise any rights acquired from BTMU by subrogation without BTMU’s consent while transactions are conducted between the Debtor and BTMU. Upon BTMU’s demand, the Guarantor shall transfer to BTMU such rights or priority without compensation.

If the Guarantor separately guarantees the Debtor’s obligations to BTMU in addition to this guarantee or intends to guarantee in future, and if a special contract is not entered into, the total guarantee amount shall be the sum of these guarantees, and this guarantee shall not affect other guarantees.

Article 10 (Preparation of authenticated deed)

The Debtor and the Guarantor shall, if requested by BTMU, immediately take necessary procedures to prepare an authenticated deed which acknowledges the legal enforceability of the obligations under this Agreement.

[Translation]

Rider

October 14, 2008

To The Bank of Tokyo-Mitsubishi UFJ, Ltd.


The Debtor:

	Address:	7-1, Marunouchi 2-chome Chiyoda-ku, Tokyo 100-8330

	Name:	Mitsubishi UFJ Financial Group, Inc.

		Nobuo Kuroyanagi, President & CEO	Seal

The Joint and Several Guarantor:

	Address:

	Name:		Seal

Mitsubishi UFJ Financial Group, Inc. (the “Debtor”) hereby enters into a special contract as below for settlement fees (damages for breach of contract) to be paid at the time of prepayment, concerning the borrowing from The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”) based under the Loan Agreement (the “Original Agreement”) dated October 14, 2008 (the “Borrowing”).

Notes

1.	Prepayment

The Debtor agrees that a prepayment of the Borrowing cannot be made on days other than those stipulated in Paragraph 6 of Article 1 of the Original Agreement; provided, however, that if, due to unavoidable circumstances, and given consent of BTMU, a prepayment is made, settlement fees as stipulated in the following paragraph shall be paid without delay upon such request from BTMU, in addition to interest accrued up to the prepayment day.

2.	Settlement fees

The amount of the settlement fees shall be calculated in accordance with the following formula; provided, however, that if the amount based on the formula becomes a negative figure, no settlement fees shall be incurred.

*1	Interest rate that BTMU procures from the market.

*2	Interest rate at which BTMU can reinvest in the market during the remaining period.

*3	Period from the prepayment day to the last day of the interest payment period (the final payment day if the interest rate is not readjusted).

3.	Acceleration of payment

In the event of default by the Debtor, and there is acceleration of payment, the Debtor shall pay to BTMU settlement fees on the basis of the calculation stipulated in the foregoing paragraph upon such request from BTMU.

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