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EX-99.1 - EXHIBIT 99.1 - MORGAN STANLEY | dp17092_ex9901.htm |
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): March 30, 2010
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:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
8.01. Other Events.
MUFG
Joint Venture
On March
30, 2010, Morgan Stanley (“Morgan Stanley” or the “Company”) and Mitsubishi UFJ
Financial Group, Inc. (“MUFG”) entered into definitive agreements formalizing
their previously announced intention to form a joint venture in Japan of their
respective investment banking and securities businesses. MUFG and
Morgan Stanley will integrate their respective Japanese securities companies by
forming two joint venture companies. MUFG will contribute the
wholesale and retail securities businesses conducted in Japan by its subsidiary
Mitsubishi UFJ Securities Co., Ltd. into one of the joint venture entities which
will be named Mitsubishi UFJ Morgan Stanley Securities, Co., Ltd.
(“MUMSS”). Morgan Stanley will contribute the investment banking
operations conducted in Japan by its subsidiary, Morgan Stanley Japan Securities
Co., Ltd. (“MSJS”), into MUMSS and will contribute the sales and trading and
capital markets business conducted in Japan by MSJS into a second joint venture
entity which will be called Morgan Stanley MUFG Securities, Co., Ltd. (“MSMS”
and, together with MUMSS, the “Joint Venture”). Following the respective
contributions to the Joint Venture and a cash payment of 26 billion yen from
MUFG to Morgan Stanley at closing of the transaction (subject to certain
post-closing cash adjustments), Morgan Stanley will own a 40% economic interest
in the Joint Venture and MUFG will own a 60% economic interest in the Joint
Venture. Morgan Stanley will hold a 40% voting interest and MUFG will
hold a 60% voting interest in MUMSS, while Morgan Stanley will hold a 51% voting
interest and MUFG will have a 49% voting interest in MSMS. The
transaction is expected to close on May 1, 2010, subject to customary closing
conditions.
A copy of
the press release announcing the Joint Venture on March 30, 2010 is attached to
this filing as Exhibit 99.1 and is incorporated into this filing by
reference.
Revel
Development Property Disposition
On March
31, 2010, the Board of Directors authorized management to proceed with a plan of
disposal for Revel Entertainment Group, LLC (“Revel”), a development stage
enterprise and subsidiary of the Company that is primarily associated with a
development property in Atlantic City, New Jersey. The Company will
consider various alternatives to effect the full disposition of Revel which may
include a direct sale to a third-party or an auction process.
Morgan
Stanley’s total investment in Revel, which is included in the Company’s
consolidated statement of financial condition as of February 28, 2010,
approximated $1.2 billion. It is anticipated that the disposition of Revel
will result in a substantial loss of that investment.
The
results of Revel, including the estimated loss on the disposition, will be
included in discontinued operations in the Company’s condensed consolidated
statement of income for the first quarter of 2010.
Forward-Looking
Statements
Statements about the
expected effects, timing, benefits, estimated loss on disposition, financial and
operating results, synergies, cost savings and completion of the Joint Venture
and the Revel disposition (the “Revel disposition”) and all other statements in
this Current Report, other than historical facts, constitute forward-looking
statements. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date on which they are made and which
reflect current estimates, projections and expectations. Any such statement may
be influenced by factors that could cause actual outcomes and results to be
materially different from those projected or anticipated. These forward-looking
statements are subject to numerous risks and uncertainties. There are various
important factors that could cause actual results to differ materially from
those in any such forward-looking statements, many of which are beyond the
control of Morgan Stanley and in the case of the Joint Venture, MUFG, including:
(1) the risks associated with business combinations, (2) the ability of Morgan
Stanley and MUFG to obtain necessary regulatory approvals of the proposed terms
of the Joint Venture and within the expected time frame, (3) projected synergies
and cost savings from the Joint Venture may be less than expected or may not be
realized within the expected time frame, (4) the businesses of Morgan Stanley
and MUFG that are to be contributed to the Joint Venture may not be
integrated successfully or such integration may be more difficult, time-consuming
or costly than expected, (5) operating costs, customer and employee loss and
business disruption following the announcement or creation of the Joint Venture,
including difficulties in maintaining relationships with employees and
customers, (6) the risks associated with the Revel disposition, including the
execution of a transaction on acceptable terms and in an expected timeframe, (7)
the effect of general political, economic and industry conditions and
geopolitical events, (8) the effect of market conditions, particularly in the
mortgage (commercial and residential) lending and commercial real estate
investment markets and particularly for gaming assets in New Jersey, (9) the
impact of current, pending and future legislation, regulation and legal actions
in the U.S. and worldwide applicable to the Joint Venture and the Revel
disposition and our business generally, (10) the level and volatility of equity,
fixed income and commodity prices and interest rates, currency values and other
market indices, (11) investor sentiment and confidence in the financial markets,
(12) our reputation, (13) competitive pressures among financial services
companies may increase significantly and have an effect on pricing, spending,
third-party relationships and revenues and (14) the impact of changes in
accounting standards, rules or interpretations.
The
actual results or performance and expected benefits of the Joint Venture and the
Revel disposition could differ materially from those expressed in, or implied
by, these forward-looking statements. Accordingly, no assurances can be given
that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what impact they will have on the
results of operations or financial condition of Morgan Stanley. For a discussion
of additional risks and uncertainties that may affect the future results of
Morgan Stanley, please see Morgan Stanley’s periodic reports filed with the
Securities and Exchange Commission.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits
99.1 Press
release issued by Morgan Stanley on March 30, 2010.
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 thereunto
duly authorized.
MORGAN
STANLEY
(Registrant)
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Date: | April 1, 2010 | By: |
/s/
Martin M. Cohen
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Name: |
Martin
M. Cohen
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Title: |
Corporate
Secretary
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