Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
MS > SEC Filings for MS > Form 8-K on 30-Sep-2013All Recent SEC Filings

Show all filings for MORGAN STANLEY

Form 8-K for MORGAN STANLEY


30-Sep-2013

Material Modification to Rights of Security Holders, Amendments to Articles of Inc


Item 3.03. Material Modification to Rights of Security Holders

Upon issuance of the Series E Preferred Stock (as defined in Item 5.03 below) on September 30, 2013, the ability of Morgan Stanley (the "Registrant") to declare or pay dividends or distributions on, or purchase, redeem or otherwise acquire for consideration, shares of its junior stock will be subject to certain restrictions in the event that the Registrant fails to declare and pay full dividends (or declare and set aside a sum sufficient for the payment thereof) on its Series E Preferred Stock. "Junior stock" means any class or series of capital stock of the Registrant that ranks junior to the Series E Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Registrant. Junior stock includes the Registrant's common stock. These restrictions are set forth in the Certificate of Designation establishing the terms of the Series E Preferred Stock, a copy of which is filed as Exhibits 3.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 27, 2013, the Registrant filed a Certificate of Designation to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, establishing the terms of the Registrant's Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series E, par value $0.01 per share, liquidation preference $25,000 per share (the "Series E Preferred Stock"). A copy of the Certificate of Designation relating to the Series E Preferred Stock is filed as Exhibits 3.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 8.01. Other Events.

Additional exhibits are filed herewith in connection with the offering, issuance and sale of depositary shares representing interests in the Registrant's Series E Preferred Stock under the Registrant's Registration Statement on Form S-3 (File No. 333-178081).



Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

               The following exhibits are filed as part of this Report on Form 8-K:
Exhibit
Number        Description

3.1 and 4.1   Certificate of Designation of the Registrant relating to the Series
              E Preferred Stock, incorporated herein by reference to Exhibit 2.5 to
              the Registrant's Registration Statement on Form 8-A, filed on September
              27, 2013.

4.2           Form of Certificate representing the Series E Preferred Stock,
              incorporated herein by reference to Exhibit 2.7 to the Registrant's
              Registration Statement on Form 8-A, filed on September 27, 2013.

4.3           Form of Deposit Agreement among Morgan Stanley, The Bank of New York
              Mellon and the holders from time to time of the depositary receipts
              described therein, incorporated herein by reference to Exhibit 2.6 to
              the Registrant's Registration Statement on Form 8-A, filed on September
              27, 2013.


4.4        Form of Depositary Receipt, included in Exhibit 4.3 hereto and
           incorporated herein by reference to Exhibit 2.8 to the Registrant's
           Registration Statement on Form 8-A, filed on September 27, 2013.

5          Opinion of Davis Polk & Wardwell LLP

23         Consent of Davis Polk & Wardwell LLP (included in Exhibit 5 hereto)


  Add MS to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for MS - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.