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August 2011
Amendment No. 1 dated August 31, 2011 to
Pricing Sheet dated August 25, 2011 relating to
Preliminary Terms No. 899 dated July 26, 2011
Registration Statement No. 333-156423
Filed pursuant to Rule 433
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S T R U C T U R E D I N V E S T M E N T S
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due August 27, 2012
Based on the Performance of the Common Stock of Wells Fargo & Company
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PRICING TERMS – AUGUST 25, 2011
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Issuer:
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Morgan Stanley
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Underlying stock:
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Wells Fargo & Company common stock
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Aggregate principal amount:
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$24,500,000
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Stated principal amount:
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$10 per security
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Issue price:
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$10 per security
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Pricing date:
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August 25, 2011
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Original issue date:
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August 30, 2011 (3 business days after the pricing date)
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Maturity date:
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August 27, 2012
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Early redemption:
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If, on any of the first three determination dates, the determination closing price of the underlying stock is greater than or equal to the initial share price, the securities will be automatically redeemed for an early redemption payment on the third business day following the related determination date.
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Early redemption payment:
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The early redemption payment will be an amount equal to (i) the stated principal amount plus (ii) the contingent quarterly payment with respect to the related determination date.
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Determination closing price:
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The closing price of the underlying stock on any determination date other than the final determination date times the adjustment factor on such determination date
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Contingent quarterly payment:
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·
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If, on any determination date, the determination closing price or the final share price, as applicable, is greater than or equal to the downside threshold level, we will pay a contingent quarterly payment of $0.5625 (5.625% of the stated principal amount) per security on the related contingent payment date.
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·
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If, on any determination date, the determination closing price or the final share price, as applicable, is less than the downside threshold level, no contingent quarterly payment will be made with respect to that determination date.
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Determination dates:
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November 22, 2011, February 22, 2012, May 22, 2012 and August 22, 2012. We also refer to August 22, 2012 as the final determination date.
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Contingent payment dates:
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With respect to each determination date other than the final determination date, the third business day after the related determination date. The payment of the contingent quarterly payment, if any, with respect to the final determination date will be made on the maturity date.
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Payment at maturity:
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·
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If the final share price is greater than or equal to the downside threshold level:
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(i) the stated principal amount plus (ii) the contingent quarterly payment with respect to the final determination date
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If the final share price is less than the downside threshold level:
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(i) a number of shares of the underlying stock equal to the product of the exchange ratio and the adjustment factor, each as of the final determination date, or (ii) at our option, the cash value of such shares as of the final determination date
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Exchange ratio:
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0.40388, which is the stated principal amount divided by the initial share price
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Adjustment factor:
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1.0, subject to adjustment in the event of certain corporate events affecting the underlying stock
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Downside threshold level:
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$17.332, which is equal to 70% of the initial share price
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Initial share price:
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$24.76, which is the closing price of the underlying stock on the pricing date
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Final share price:
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The closing price of the underlying stock on the final determination date times the adjustment factor on such date
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CUSIP:
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61760E184
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ISIN:
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US61760E1846
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Listing:
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The securities will not be listed on any securities exchange.
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Agent:
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Morgan Stanley & Co. LLC (“MS & Co.”), a wholly owned subsidiary of Morgan Stanley. See “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms.
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Commissions and Issue Price:
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Price to Public
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Agent’s Commissions(1)
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Proceeds to Issuer
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Per security
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$10.00
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$0.15
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$9.85
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Total
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$24,500,000
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$367,500
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$24,132,500
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(1)
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Selected dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the agent), and their financial advisors will collectively receive from the Agent, MS & Co., a fixed sales commission of $0.15 for each security they sell. For additional information, see “Supplemental information regarding plan of distribution; conflicts of interest” in the accompanying preliminary terms and “Plan of Distribution” in the accompanying prospectus supplement.
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You should read this document together with the preliminary terms describing the offering and the related prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below.
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
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 this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-584-6837.