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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>
8.40% Capital Units, each consisting of (i) an 8.40% New York Stock Exchange, Inc.
Subordinated Debenture due August 30, 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 8.40% 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) 8.40% Capital Units, each consisting of (i) an 8.40%
Subordinated Debenture due August 30, 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 8.40% 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 July 19,
1995 (the "Prospectus") that is part of the Registrant's Registration
Statement on Form S-3 (Registration No. 33-58611), and (ii) "Certain
Characteristics of the Capital Units" and "Description of the Capital
Units" in the Prospectus Supplement dated July 21, 1995 (the
"Prospectus Supplement"), each as filed by the Registrant pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), on July
17, 1995 and July 28, 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
(File No. 1-11279) 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
_____________________________________________
Charles B. Hintz
Director
Date: July 27, 1995
