UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM 8-K
 
CURRENT REPORT
Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  September 17, 2014
 
MORGAN STANLEY
(Exact Name of Registrant
as Specified in Charter)
 
     
     
 
DELAWARE
1-11758
36-3145972
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
1585 Broadway, New York, New York
  
10036
(Address of Principal Executive Offices)
  
(Zip Code)
 
     
Registrant’s telephone number, including area code:  (212) 761-4000
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
Item 3.03.  Material Modification to Rights of Security Holders
 
Upon issuance of the Series I Preferred Stock (as defined in Item 5.03 below) on September 18, 2014, 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 I Preferred Stock.  “Junior stock” means any class or series of capital stock of the Registrant that ranks junior to the Series I 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 I 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 17, 2014, 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 I, par value $0.01 per share, liquidation preference $25,000 per share (the “Series I Preferred Stock”). A copy of the Certificate of Designation relating to the Series I 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 I 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 I Preferred Stock, incorporated herein by reference to Exhibit 2.3 to the Registrant’s Registration Statement on Form 8-A, filed on September 17, 2014.
     
4.2
  
Form of Certificate representing the Series I Preferred Stock, incorporated herein by reference to Exhibit 2.5 to the Registrant’s Registration Statement on Form 8-A, filed on September 17, 2014.
     
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 2.4 to the Registrant’s Registration Statement on Form 8-A, filed on September 17, 2014.
 
 
 
 
 
4.4
  
Form of Depositary Receipt, included in Exhibit 4.3 hereto and incorporated herein by reference to Exhibit 2.6 to the Registrant’s Registration Statement on Form 8-A, filed on September 17, 2014.
     
5
  
Opinion of Davis Polk & Wardwell LLP
     
23
  
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5 hereto)
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
     
MORGAN STANLEY
(Registrant)
  
             
Date:
September 18, 2014
   By:
/s/ Jeanne Greeley O’Regan
  
        Name:
Jeanne Greeley O’Regan
        Title:
Deputy Corporate Secretary
 
 
 
 
 
 
 
Exhibits 5 and 23
 
OPINION OF DAVIS POLK & WARDWELL LLP
 
September 18, 2014
 
Morgan Stanley
1585 Broadway
New York, New York 10036
 
Ladies and Gentlemen:
 
Morgan Stanley, a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-178081) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including the 46,000,000 depositary shares (the “Depositary Shares”), each representing 1/1,000th of a share of the Company’s perpetual Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series I, par value $0.01 per share, liquidation preference $25,000 per share (each, an “Underlying Preferred Share”) to be sold pursuant to the Underwriting Agreement dated September 11, 2014 (the “Underwriting Agreement”) among the Company and the several underwriters named therein (the “Underwriters”).  The Depositary Shares will be issued under a deposit agreement to be entered into among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the holders from time to time of depositary receipts issued thereunder (the “Deposit Agreement”).  The Depositary Shares include 6,000,000 depositary shares that the Underwriters have the option to purchase pursuant to the Underwriting Agreement.
 
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
 
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
 
Based on the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion:
 
 
 
 
 
1.  
When the Underlying Preferred Shares have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement, the Underlying Preferred Shares will be validly issued, fully paid and non-assessable; and
 
2.  
Assuming due authorization, execution and delivery of the Deposit Agreement by the Depositary, each Depositary Share will represent an interest in a validly issued, outstanding, fully paid and non-assessable Underlying Preferred Share; assuming due execution and delivery of the Depositary Receipts by the Depositary pursuant to such Deposit Agreement, the Depositary Receipts will entitle the holders thereof to the benefits provided therein and in the Deposit Agreement, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that we express no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
 
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
 
We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof and its incorporation by reference into the Registration Statement and further consent to the reference to our name under the caption “Validity of the Securities” in the prospectus supplement dated September 11, 2014 relating to the Depositary Shares and the Underlying Preferred Shares, which is a part of the Registration Statement.  In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
 
Very truly yours,
 
/s/ Davis Polk & Wardwell LLP