SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY TANGIBLE ASSET FUND L.P.
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(Exact name of Registrant as specified
in its Certificate of Limited Partnership)
Delaware 13-3968008
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(State of organization) (IRS Employer Identification No.)
c/o Demeter Management Corporation
Two World Trade Center, 62nd Floor, New York, New York 10048
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange of which
to be so registered each class is to be registered
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None Not Applicable
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
[Added in Release No. 34-34922 (P. 85,450), effective December 7, 1994, 59 F.R.
55342; amended in Release No. 34-38850 (P. 85,953), July 18, 1997, effective
September 2, 1997, 62 F.R. 39755.]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ X ] [Added in Release No. 34-34922
(P. 85,450), effective December 7, 1994, 59 F.R. 55342; amended in Release No.
34-38850 (P. 85,953), July 18, 1997, effective September 2, 1997, 62 F.R.
39755.]
Securities Act registration statement file number to which this form
relates: 333-33975
Securities to be registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
Reference is hereby made to:
(a) Registrant's Registration Statement on Form S-1 (including all exhibits
thereto) registering 5,000,000 Units of Limited Partnership Interest (the
"Registration Statement"), which was filed with the Securities and Exchange
Commission (the "Commission") on August 20, 1997 (SEC File No. 333-33975).
(b) Pre-Effective Amendment No. 1 to the Registration Statement (including
all exhibits thereto), which was filed with the Commission on October 14, 1997.
(c) Pre-Effective Amendment No. 2 to the Registration Statement (including
all exhibits thereto), which was filed with the Commission on November 4, 1997.
Items (a) - (c) are hereby incorporated herein by reference.
In addition, pursuant to paragraph (d) of Item 202 of Regulation S-K,
specific reference is hereby made to the following:
1. For a discussion of the rights comparable to "dividend rights"
(paragraph (a)(1)(i) of Item 202), see "The Limited Partnership
Agreement - Nature of the Partnership" and "The Limited
Partnership Agreement - Management of Partnership Affairs"
beginning on page 47 of the Registrant's Prospectus dated
November 10, 1997 (the "Prospectus"); and Section 7(h) of the
Limited Partnership Agreement of the Registrant which is Exhibit
A to the Prospectus (the "Limited Partnership Agreement").
2. For a discussion of "redemption provisions" (paragraph (a)(1)(iv)
of Item 202), see "Redemptions" on page 46 of the Prospectus; and
Section 10(b) of the Limited Partnership Agreement.
3 For a discussion of "voting rights" (paragraphs (a)(1)(v) and
(a)(2) of Item 202), see "The Limited Partnership Agreement -
Management of Partnership Affairs" and "The Limited Partnership
Agreement - Amendments; Meetings" beginning on pages 48 and 49,
respectively, of the Prospectus; and Section 15 of the Limited
Partnership Agreement.
4. For a discussion of the rights comparable to "liquidation rights"
(paragraph (a)(1)(vii) of Item 202), see "The Limited Partnership
Agreement - Nature of the Partnership" on page 47 of the
Prospectus; and Sections 4(a) and 4(b) of the Limited Partnership
Agreement.
5. For a description of "preemption rights" (paragraph (a)(1)(viii)
of Item 202), see "The Limited Partnership Agreement - Additional
Offerings" on page 48 of the Prospectus and Section 6 of the
Limited Partnership Agreement.
6. For a discussion of the matters comparable to "liabilities to
further calls or to assessment" (paragraph (a)(1)(ix) of Item
202), see "The Limited Partnership Agreement - Nature of the
Partnership" on page 47 of the Prospectus; and Section 7(f) of
the Limited Partnership Agreement.
7. For a discussion of the "restrictions on alienability" (paragraph
(a)(1)(x) of Item 202), see "The Limited Partnership Agreement -
Restrictions on Transfers or Assignments" on page 49 of the
Prospectus; and Section 10(a) of the Limited Partnership
Agreement.
8. For a discussion of restrictions on "change in control of the
Registrant" (paragraph (a)(5) of Item 202), see Sections 10(a)
and 15(c) of the Limited Partnership Agreement.
Paragraphs (a)(1)(ii), (iii), (vi), (xi), (a)(3), (a)(4), (b), (c), (e) (f)
and (g) of Item 202 are not applicable.
Item 2. Exhibits.
Reference is hereby made to:
(a) The Registrant's Prospectus filed with the Commission pursuant to Rule
424(b)(3) on November 18, 1997. Included as Exhibit A to the Prospectus is the
Limited Partnership Agreement.
Item (a) is hereby incorporated herein by reference.
The Units of Limited Partnership Interest of the Registrant are not
evidenced in certificate form but are evidenced on the Registrant's books as
maintained by Demeter Management Corporation, the general partner of the
Registrant; see Section 6 of the Limited Partnership Agreement; and "Acceptance
of the Limited Partnership Agreement" in the form of Subscription and Exchange
Agreement and Power of Attorney on page B-7 of the Prospectus.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
MORGAN STANLEY TANGIBLE ASSET FUND L.P.
By: DEMETER MANAGEMENT CORPORATION
General Partner
By: /s/ Mark J. Hawley
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Mark J. Hawley
President
Dated: April 2, 1998
