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>
<S> <C>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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8.03% Capital Units, each consisting of (i) an 8.03% New York Stock Exchange, Inc.
Subordinated Debenture due February 28, 2017 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 five (5) shares of Morgan Stanley
Group Inc.'s 8.03% 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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8.03% Capital Units, each consisting of (i) an 8.03%
Subordinated Debenture due February 28, 2017 (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 five (5) shares of MS Group's 8.03% 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, The Chase Manhattan 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) "Prospectus Summary --
The Offering -- The Capital Units" and "Description of the
Capital Units" in the Prospectus Supplement dated December 13,
1996 (the "Prospectus Supplement"), each as filed by the
Registrant pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), on July 27, 1995 and December 16,
1996, 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 sections
entitled "Recent Tax Proposals" and "Certain Tax
Considerations" included in the Prospectus Supplement are
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,
The Chase Manhattan Bank and the holders from time to time
of Capital Units
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3
(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).
2.3. Subordinated Indenture among the Company, MS Group and The
Chase Manhattan Bank (formerly known as 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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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/Richard S. Rosenthal
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Richard S. Rosenthal
Director
Date: December 16, 1996
