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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
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MORGAN STANLEY FINANCE PLC
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(Exact name of registrant as specified in its charter)
ENGLAND Not Applicable
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
25 Cabot Square
London E14 4QA England
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(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class NAME OF EACH EXCHANGE ON WHICH
to be so registered EACH CLASS IS TO BE REGISTERED
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<S> <C>
9.00% Capital Units, each consisting of (i) a New York Stock Exchange, Inc.
9.00% Subordinated Debenture due February 28,
2015 of Morgan Stanley Finance plc, (ii) a
full and unconditional subordinated guarantee
of the Subordinated Debenture by Morgan
Stanley Group Inc., and (iii) a purchase
contract issued by Morgan Stanley Group Inc.
requiring the holder thereof to purchase one
Depositary Share, representing ownership of a
1/8 interest in a share of Morgan Stanley
Group Inc.'s 9.00% Cumulative Preferred Stock,
without par value, stated value $200.00 per
share.
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act: None
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2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of the Registrant's Securities to be Registered.
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(a) 9.00% Capital Units, each consisting of (i) a 9.00% Subordinated
Debenture due February 28, 2015 (the "Subordinated Debenture") of
Morgan Stanley Finance plc (the "Company"), (ii) a full and
unconditional subordinated guarantee of the Subordinated Debenture by
Morgan Stanley Group Inc. ("MS Group") and (iii) a purchase contract
issued by MS Group requiring the holder thereof to purchase one
depositary share ("Depositary Share"), representing ownership of a 1/8
interest in a share of MS Group's 9.00% Cumulative Preferred Stock
("Cumulative Preferred Stock"), without par value, stated value
$200.00 per share. The Capital Units will be governed by a Capital
Unit Agreement among the Company, MS Group, Chemical Bank and the
holders from time to time of Capital Units.
The descriptions of the Capital Units set forth under the captions (i)
"Description of the Capital Units" in the Prospectus dated November
17, 1993 (the "Prospectus") that is part of the Registrant's
Registration Statement on Form S-3 (Registration No. 33-51067), and
(ii) "Certain Characteristics of the Capital Units" and "Description
of the Capital Units" in the Prospectus Supplement dated February 10,
1995 (the "Prospectus Supplement"), each as filed by the Registrant
pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), on November 17, 1993 and February 14, 1995, respectively, are
incorporated herein by reference. The description of the Subordinated
Debentures set forth under the caption "Description of Debt Securities
of MS plc" in the Prospectus is incorporated herein by reference. The
section entitled "Certain Tax Considerations" included in the
Prospectus Supplement is incorporated herein by reference.
Item 2. Exhibits.
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2.1 Memorandum and Articles of Association of the Company (previously
filed as an exhibit to the Company's Registration Statement on Form
8-A (File No. 1-11279) and incorporated herein by this reference).
2.2 Form of Capital Unit Agreement among the Company, MS Group,
Chemical Bank and the holders from time to time of Capital Units
(previously filed as an exhibit to MS Group's Registration
Statement on Form 8-A (File No. 1-9085) and incorporated herein by
this reference).
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3
2.3. Subordinated Indenture among the Company, MS Group and Chemical Bank dated
as of November 15, 1993 (previously filed as an exhibit to the Company's
Current Report on Form 8-K dated December 1, 1993 and incorporated herein
by this reference).
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4
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, thereunto duly authorized.
MORGAN STANLEY FINANCE PLC
(Registrant)
By: /s/ Charles B. Hintz
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Charles B. Hintz
Director
Date: February 10, 1995
