Amendment No. 1 to Schedule 13D

-----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, OWcO3AcdDIHV0j3R8+aqh8CWdae2MsgexDeOX/Knuu6LCEXlSX52K7BXwvkB2prj n+n+7zCvFI7IQzXgjHs0ig== 0001193125-08-220144.txt : 20081030 0001193125-08-220144.hdr.sgml : 20081030 20081030144719 ACCESSION NUMBER: 0001193125-08-220144 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081030 DATE AS OF CHANGE: 20081030 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46526 FILM NUMBER: 081150676 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/A 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/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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.

7-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8330, Japan

81-3-3240-3546

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

October 27, 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).

This statement (this “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13D (the “Schedule 13D”) filed on October 23, 2008 by Mitsubishi UFJ Financial Group, Inc. (“MUFG”), a joint stock company incorporated in Japan, with respect to shares of common stock (the “Common Stock”) of Morgan Stanley, a Delaware corporation. Capitalized terms used and not defined in this Amendment shall have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

Item 4.

Purpose of Transaction

The definition of “Investor Agreement” in Section A of the Schedule 13D is hereby amended and restated to mean the Investor Agreement, dated October 13, 2008 and amended by the First Amendment to Investor Agreement dated October 27, 2008 between MUFG and the Company (the “First Amendment to Investor Agreement”). The First Amendment to Investor Agreement is filed as Exhibit 7 to this Amendment and is hereby incorporated by reference herein.

Section C of the Schedule 13D – “Preemptive Rights Applicable to MUFG” – is hereby amended and restated in its entirety as follows:

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 Investor Percentage Interest (as defined in the Investor Agreement), but only to the extent that MUFG’s economic interest in the Company on a fully diluted basis does not exceed 20%, as described in the Investor Agreement. In the event that the issuance of Covered Securities that triggered MUFG’s preemptive rights involves the purchase of a package of securities that includes Covered Securities and other securities, MUFG has preemptive rights to acquire a pro rata portion of such other securities, together with a pro rata portion of the applicable Covered Securities, at the price and on the terms that such Covered Securities and other securities were issued.

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.

Except as noted above, Item 4 of the Schedule 13D is hereby incorporated by reference herein.

Item 7.

Material to be Filed as Exhibits


Exhibit		Description
7.		First Amendment to Investor Agreement, dated as of October 27, 2008, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.

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 30, 2008


MITSUBISHI UFJ FINANCIAL GROUP, INC.

By:		/s/ Toshihide Mizuno
Name: Toshihide Mizuno
Title: Senior Managing Director

EXHIBIT INDEX


Exhibit		Description
7.		First Amendment to Investor Agreement, dated as of October 27, 2008, by and between Mitsubishi UFJ Financial Group, Inc. and Morgan Stanley.

EX-7 2 dex7.htm FIRST AMENDMENT TO INVESTOR AGREEMENT, DATED AS OF OCTOBER 27, 2008 First Amendment to Investor Agreement, dated as of October 27, 2008

Exhibit 7

Execution Copy

First Amendment to Investor Agreement

THIS FIRST AMENDMENT TO THE INVESTOR AGREEMENT (this “Amendment”), dated as of October 27, 2008, is made by and among Morgan Stanley, a Delaware corporation (the “Company”), and Mitsubishi UFJ Financial Group, Inc., a joint stock company organized under the laws of Japan (the “Investor”).

WITNESSETH:

WHEREAS, the Company and the Investor are parties to that certain Investor Agreement, dated as of October 13, 2008 (the “Investor Agreement”); and

WHEREAS, the Company and the Investor have determined to amend the Investor Agreement as set forth herein;

NOW THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants and conditions contained herein, the parties hereto agree as follows:

1.	Defined Terms. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the Investor Agreement.

2.	Amendments. The Investor Agreement is hereby amended ab initio, effective as of the date thereof, as follows:

2.1.

The definition of “Investor Percentage Interest” is amended and restated in its entirety as follows: ““Investor Percentage Interest” shall mean, as of any date, the percentage equal to (i) the aggregate number of shares of Common Stock Beneficially Owned by the Investor (treating the Series B Preferred Stock and any other securities of the Company convertible into or exercisable or exchangeable for Common Stock that are Beneficially Owned by the Investor or its Affiliates as fully converted into or exercised or exchanged for the underlying Common Stock) divided by (ii) the total number of outstanding shares of Common Stock (treating (x) the Series B Preferred Stock and any other securities of the Company convertible into or exercisable or exchangeable for Common Stock that are Beneficially Owned by the Investor or its Affiliates as fully converted into or exercised or exchanged for the underlying Common Stock and (y) all shares of Common Stock issuable upon conversion or exercise or exchange of any other then outstanding securities convertible into or exercisable or exchangeable for Common Stock, to the extent such other securities are Covered Securities sold in a Qualified Offering, as having been issued; it being understood that the PEPS Units sold pursuant to the Securities Purchase Agreement, made as of December 19, 2007, between the Company and Best Investment Corporation, shall be considered Covered Securities sold in a Qualified Offering for purposes of this clause (y)).”

2.2.

Section 5.1 is amended and restated in its entirety as follows: “If the Company offers to sell Covered Securities in a Qualified Offering, the Investor shall be afforded the opportunity to acquire from the Company, for the same price and on the same terms as such Covered Securities are offered, in the aggregate up to the amount of Covered Securities required to permit the Investor’s Investor Percentage Interest immediately after giving effect to the issuance of such Covered Securities (including the issuance of Covered Securities pursuant to this Section 5.1) to be equal to the Investor’s Investor Percentage Interest immediately prior to the issuance of any such Covered Securities, but only to the extent that the Investor’s Economic Interest Percentage does not as a consequence exceed 20%. For the avoidance of doubt, in the event that the issuance of Covered Securities in a Qualified Offering involves the purchase of a package of securities that includes Covered Securities and other securities in the same Qualified Offering, Investor shall have the right to acquire a pro rata portion of such other securities, together with a pro rata portion of such Covered Securities, at the price and on the terms that such other securities are purchased by the other purchaser or purchasers of such Covered Securities and other securities and, if the Investor chooses to acquire Covered Securities pursuant to this Section 5.1, it shall also acquire a pro rata portion of such other securities at such price and on such terms.”

No Other Amendments. Except as expressly set forth herein, the Investor Agreement remains in full force and effect in accordance with its terms and nothing contained herein shall be deemed to be a waiver, amendment, modification or other change of any term, condition or provision of the Investor Agreement (or a consent to any such waiver, amendment, modification or other change). All references in the Investor Agreement to the Investor Agreement shall be deemed to be references to the Investor Agreement after giving effect to this Amendment.

4.	Changes. This Amendment may not be modified or amended except pursuant to an instrument in writing signed by the Company and the Investor.

5.	Headings. The headings of the various sections of this Amendment have been inserted for convenience or reference only and shall not be deemed to be part of this Amendment.

Applicable Law and Submission to Jurisdiction. This Amendment will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed within the State of Delaware. The provisions of Sections 9.5 and 9.12 of the Investor Agreement shall apply to this Amendment as if each such provision were set forth herein in their entirety.

7.	Counterparts. This Amendment may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement.

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Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

AGREED AND ACCEPTED:


MORGAN STANLEY		MITSUBISHI UFJ FINANCIAL GROUP, INC.

By:	/s/ David K.W. Wong	By:	/s/ Toshihide Mizuno
Name:	David K.W. Wong	Name:	Toshihide Mizuno
Title:	Treasurer	Title:	Senior Managing Director

[Signature Page to Amendment to Investor Agreement]

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