UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
i EATON VANCE CORP.
(Exact name of registrant as specified in its charter)
i Maryland
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i 04-2718215
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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i Two International Place,
i Boston, i Massachusetts
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i 02110
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: ( i 617) i 482-8260
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 (
see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of exchange on
which registered
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i Non-Voting Common Stock, $0.00390625 par value
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i EV
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i New York Stock Exchange
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
INFORMATION INCLUDED IN THE REPORT
As previously disclosed, on
October 7, 2020, Eaton Vance Corp., a Maryland corporation (the “
Company”), entered into an Agreement and
Plan of Merger (the “
Merger Agreement”) with Morgan Stanley, a Delaware corporation (“
Morgan Stanley”), Mirror Merger Sub 1, Inc., a Maryland corporation and a wholly owned subsidiary of Morgan Stanley (“
Merger Sub 1”), and Mirror Merger Sub 2, LLC, a Maryland limited liability company and a wholly owned subsidiary of Morgan Stanley (“
Merger Sub 2”), providing for, among other things, and subject to the conditions therein, (i) the merger of Merger Sub 1 with and into
the Company (the
“
First Merger”), with
the Company surviving as a wholly owned subsidiary of Morgan Stanley, and (ii) immediately following the completion of the First Merger, the merger of the surviving corporation from the First Merger
with and into Merger Sub 2 (the
“Second Merger” and, together with the First Merger, the “
Mergers”),
with Merger Sub 2 surviving the Second Merger and continuing as a wholly owned direct subsidiary of Morgan Stanley.
Morgan Stanley
previously filed with the U.S. Securities and Exchange Commission (the “
SEC”) a registration statement on Form S-4, initially filed on
December 4, 2020, and subsequently amended on
January 19, 2021 (the “
Registration Statement”),
relating to the Mergers and the other transactions contemplated by the Merger Agreement (the “
Transactions”). The Registration Statement became effective on
January
29, 2021. The Registration Statement includes a preliminary information statement of
the Company and a prospectus of Morgan Stanley that describes the Transactions and provides information regarding
the Company and Morgan Stanley.
The final information statement/prospectus, dated
January 29, 2021 (the “
Information
Statement/Prospectus”), is attached hereto as
Exhibit 99.1. The Board of Directors of
the Company has established the close of business on
January 22, 2021 (the “
Record
Date”) as the record date for shareholders of
the Company who are entitled to be mailed the Information Statement/Prospectus. On
January 29, 2021,
the Company began mailing the Information Statement/Prospectus to its shareholders as of the
Record Date.
The information contained in Item 7.01 of this Current Report
on Form 8-K (including the exhibit hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the U.S. Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This communication is being made in respect of the Transactions. In connection with the Transactions, Morgan Stanley filed the Registration Statement with the
SEC that included the Information Statement/Prospectus. The Registration Statement became effective on
January 29, 2021. The Information Statement/Prospectus was filed with the SEC on
January 29, 2021 and was first mailed to the shareholders of the
Company as of the Record Date on or about
January 29, 2021. Morgan Stanley and
the Company may file additional relevant materials with the SEC in connection with the Transactions.
MORGAN STANLEY AND THE COMPANY URGE INVESTORS AND
SECURITYHOLDERS TO READ THESE MATERIALS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT MORGAN STANLEY, THE COMPANY AND THE TRANSACTIONS.
Investors and securityholders can obtain documents filed with the SEC (when they are available) and other documents filed with the SEC free of charge at the
SEC’s
website,
www.sec.gov. Copies of documents filed with the SEC by Morgan Stanley or
the Company (when they become available) can also be obtained free of charge by
requesting them in writing or by telephone from Morgan Stanley or
the Company at the following addresses and telephone numbers:
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Morgan Stanley
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Eaton Vance
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1585 Broadway
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Two International Place
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Attention: Investor Relations
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Attention: Investor Relations
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Forward Looking Statements
This Current Report on Form 8-K contains
“forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often
contain words such as
“expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are,
to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. All such forward-looking statements are subject to risks, uncertainties and assumptions that could cause
actual results to differ materially from those expressed in such forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to, (i) the completion of the proposed transaction on anticipated terms
and timing, including obtaining required regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses,
future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations and other conditions to the completion of the acquisition, including the possibility that any of the anticipated
benefits of the proposed transaction will not be realized or will not be realized within the expected time period, (ii) the ability of Morgan Stanley and
the Company to integrate the business successfully and to achieve anticipated synergies, risks
and costs, (iii) potential litigation relating to the proposed transaction that could be instituted against Morgan Stanley,
the Company or their respective officers or directors, (iv) the risk that disruptions from the proposed transaction will harm
Morgan Stanley’s and
the Company’s business, including current plans and operations, (v) the ability of Morgan Stanley or
the Company to retain and hire key personnel, (vi) potential adverse reactions or changes to business relationships resulting
from the announcement or completion of the acquisition, (vii) continued availability of capital and financing and rating agency actions, (viii) legislative, regulatory and economic developments, (ix) potential business uncertainty, including changes
to existing business relationships, during the pendency of the acquisition that could affect Morgan Stanley’s and/or
the Company’s financial performance, (x) certain restrictions during the pendency of the acquisition that may impact Morgan Stanley’s
or
the Company’s ability to pursue certain business opportunities or strategic transactions, (xi) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as
Morgan Stanley’s or
the Company’s management’s response to any of the aforementioned factors, (xii) dilution caused by Morgan Stanley’s issuance of additional shares of its common stock in connection with the proposed transaction, (xiii) the
possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (xiv) those risks described in Item 1A of Morgan Stanley’s most recently filed Annual Report on Form 10-K and
subsequent reports on Forms 10-Q and 8-K, (xv) those risks described in Item 1A of
the Company’s most recently filed Annual Report on Form 10-K and subsequent reports on Form 8-K and (xvi) those risks described in the Registration Statement available
from the sources indicated above. These risks, as well as other risks associated with the proposed acquisition, are more fully discussed in the Registration Statement that has been filed with the SEC in connection with the proposed acquisition. While
the list of factors presented here is, and the list of factors presented in the Registration Statement are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Morgan Stanley’s or
the Company’s consolidated financial condition, results of
operations, credit rating or liquidity. Neither Morgan Stanley nor
the Company assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits
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104
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Cover Page Interactive Date File – The cover page XBRL tags are embedded within the Inline XBRL Document
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SIGNATURES
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
hereunto duly authorized.
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EATON VANCE CORP.
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(Registrant)
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Name:
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