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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/06/12 Morgan Stanley 10-Q 6/30/12 120:39M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 3.45M 2: EX-4.1 Eighth Supplemental Senior Indenture HTML 55K 3: EX-12 Statement Re: Computation of Ratio of Earnings HTML 78K 4: EX-15 Letter of Awareness From Deloitte & Touche LLP HTML 46K 5: EX-31.1 Rule 13A-14(A) Certification of Chief Executive HTML 42K Officer 6: EX-31.2 Rule 13A-14(A) Certification of Chief Financial HTML 42K Officer 7: EX-32.1 Section 1350 Certification of Chief Executive HTML 36K Officer 8: EX-32.2 Section 1350 Certification of Chief Financial HTML 37K Officer 81: R1 Document and Entity Information HTML 64K 61: R2 Condensed Consolidated Statements of Financial HTML 264K Condition (Unaudited) 76: R3 Condensed Consolidated Statements of Financial HTML 112K Condition (Unaudited) (Parenthetical) 85: R4 Condensed Consolidated Statements of Income HTML 221K (Unaudited) 109: R5 Condensed Consolidated Statements of Comprehensive HTML 113K Income (Unaudited) 64: R6 Condensed Consolidated Statements of Cash Flows HTML 194K (Unaudited) 75: R7 Condensed Consolidated Statements of Changes in HTML 103K Total Equity (Unaudited) 55: R8 Introduction and Basis of Presentation HTML 65K 43: R9 Significant Accounting Policies HTML 67K 111: R10 Fair Value Disclosures HTML 1.24M 87: R11 Securities Available for Sale HTML 184K 86: R12 Collateralized Transactions HTML 67K 93: R13 Variable Interest Entities and Securitization HTML 291K Activities 94: R14 Financing Receivables HTML 72K 91: R15 Goodwill and Net Intangible Assets HTML 86K 95: R16 Borrowings and Other Secured Financings HTML 65K 77: R17 Derivative Instruments and Hedging Activities HTML 370K 82: R18 Commitments, Guarantees and Contingencies HTML 158K 89: R19 Regulatory Requirements HTML 109K 119: R20 Total Equity HTML 55K 104: R21 Earnings Per Common Share HTML 100K 70: R22 Interest Income and Interest Expense HTML 72K 88: R23 Employee Benefit Plans HTML 61K 73: R24 Income Taxes HTML 50K 33: R25 Segment and Geographic Information HTML 233K 105: R26 Equity Method Investments HTML 62K 115: R27 Discontinued Operations HTML 71K 48: R28 Subsequent Events HTML 46K 47: R29 Significant Accounting Policies (Policy) HTML 79K 53: R30 Fair Value Disclosures (Tables) HTML 1.17M 54: R31 Securities Available for Sale (Tables) HTML 177K 56: R32 Collateralized Transactions (Tables) HTML 55K 22: R33 Variable Interest Entities and Securitization HTML 264K Activities (Tables) 102: R34 Financing Receivables (Tables) HTML 47K 68: R35 Goodwill and Net Intangible Assets (Tables) HTML 78K 71: R36 Borrowings and Other Secured Financings (Tables) HTML 57K 38: R37 Derivative Instruments and Hedging Activities HTML 328K (Tables) 118: R38 Commitments, Guarantees and Contingencies (Tables) HTML 109K 15: R39 Regulatory Requirements (Tables) HTML 73K 58: R40 Earnings Per Common Share (Tables) HTML 99K 108: R41 Interest Income and Interest Expense (Tables) HTML 70K 35: R42 Employee Benefit Plans (Tables) HTML 52K 46: R43 Segment and Geographic 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43K Changes in Instrument Specific Credit Risk) (Details) 16: R54 Fair Value Disclosures (Amount by Which HTML 52K Contractual Principal Amount Exceeds Fair Value) (Details) 19: R55 Fair Value Disclosures (Assets Measured at Fair HTML 165K Value on a Nonrecurring Basis) (Details) 51: R56 Fair Value Disclosures (Financial Instruments Not HTML 129K Carried at FV) (Details) 26: R57 Securities Available for Sale (Schedule of HTML 79K Available for Sale Securities) (Details) 112: R58 Securities Available for Sale (Schedule of HTML 78K Available for Sale Securities in an Unrealized Loss Position) (Details) 66: R59 Securities Available for Sale (Schedule of HTML 88K Amortized Cost and Fair Value of Available for Sale Debt Securities by Contractual Date) (Details) 92: R60 Securities Available for Sale (Schedule of HTML 48K Proceeds of Sale of Securities Available for Sale) (Details) 41: R61 Collateralized Transactions (Narrative) (Details) HTML 45K 44: R62 Collateralized Transactions (Financial Instruments HTML 42K Owned That Have Been Loaned Or Pledged To Counterparties) (Details) 100: R63 Collateralized Transactions (Cash And Securities HTML 46K Deposited With Clearing Organizations Or Segregated Under Federal And Other Regulations Or Requirements) (Details) 96: R64 Variable Interest Entities and Securitization HTML 64K Activities (Narrative) (Details) 69: R65 Variable Interest Entities and Securitization HTML 43K Activities (Consolidated VIEs) (Details) 98: R66 Variable Interest Entities and Securitization HTML 89K Activities (Non-Consolidated VIEs) (Details) 40: R67 Variable Interest Entitiesand Securitization HTML 73K Activities (Information Regarding SPEs) (Details) 74: R68 Variable Interest Entities and Securitization HTML 61K Activities (Fair Value of Assets and Liabilities) (Details) 114: R69 Variable Interest Entities and Securitization HTML 44K Activities (Transfers of Assets Treated as Secured Financings) (Details) 18: R70 Variable Interest Entities and Securitization HTML 57K Activities (Mortgage Servicing Activities for SPEs) (Details) 32: R71 Financing Receivables (Narrative) (Details) HTML 65K 60: R72 Financing Receivables (Summary of Financing HTML 46K Receivables) (Details) 24: R73 Goodwill and Net Intangible Assets (Changes in HTML 62K Carrying Amount of Goodwill) (Details) 117: R74 Goodwill and Net Intangible Assets (Changes in HTML 74K Carrying Amount of Intangible Assets) (Details) 36: R75 Long-Term Borrowings and Other Secured Financings HTML 50K (Narratives) (Details) 27: R76 Long-Term Borrowings and Other Secured Financings HTML 50K (Components of Long-term Borrowings) (Details) 31: R77 Long-Term Borrowings and Other Secured Financings HTML 41K (Other Secured Financings) (Details) 20: R78 Derivative Instruments and Hedging Activities HTML 89K (Other Disclosures) (Details) 23: R79 Derivative Instruments and Hedging Activities HTML 44K (Components of Derivative Products) (Details) 83: R80 Derivative Instruments and Hedging Activities HTML 70K (Fair Value of OTC Derivatives in a Gain Position) (Details) 29: R81 Derivative Instruments aand Hedging Activities HTML 114K (Fair Value of Derivative Instruments Designated and Not Designated as Accounting Hedges by Type of Derivative Contract on a Gross Basis) (Details) 113: R82 Derivative Instruments and Hedging Activities HTML 71K (Gains or Losses on Derivative Instruments, Related Hedge Items and Hedge Ineffectiveness) (Details) 57: R83 Derivative Instruments and Hedging Activities HTML 159K (Notional and Fair Value of Protection Sold and Purchased through Credit Default Swaps) (Details) 90: R84 Commitments, Guarantees and Contingencies HTML 68K (Narrative) (Details) 97: R85 Commitments, Guarantees and Contingencies HTML 78K (Commitments by Period of Expiration) (Details) 28: R86 Commitments, Guarantees and Contingencies HTML 82K (Obligations under Guarantee Arrangements) (Details) 30: R87 Regulatory Requirements (Narrative) (Details) HTML 58K 110: R88 Regulatory Requirements (Capital Measures) HTML 84K (Details) 25: R89 Regulatory Requirements (Significant U.S. Bank HTML 64K Operating Subsidiaries' Capital) (Details) 84: R90 Total Equity (Narrative) (Details) HTML 65K 80: R91 Earnings Per Common Share (Calculation of Basic HTML 141K and Diluted EPS) (Details) 101: R92 Earnings Per Common Share (Antidilutive Securities HTML 43K Excluded from the Computation of Diluted EPS) (Details) 79: R93 Interest Income and Interest Expense (Details) HTML 85K 65: R94 Employee Benefit Plans (Components of Net Periodic HTML 59K Benefit Expense) (Details) 106: R95 Income Taxes (Reconciliation of the Provision for HTML 42K (Benefit from) Income Taxes and the U.S. Federal Statutory Income Tax Rate) (Details) 63: R96 Segment and Geographic Information (Selected HTML 135K Financial Information by Segments) (Details) 37: R97 Segment and Geographic Information (Net Interest HTML 55K by Segments) (Details) 72: R98 Segment and Geographic Information (Assets by HTML 41K Segments) (Details) 67: R99 Segment and Geographic Information (Net Revenues HTML 48K and Assets by Geographic Area) (Details) 49: R100 Equity Method Investments (Investees) (Details) HTML 43K 120: R101 Equity Method Investments (Narratives) (Details) HTML 79K 99: R102 Discontinued Operations (Details) HTML 74K 78: R103 Subsequent Events (Details) HTML 44K 116: XML IDEA XML File -- Filing Summary XML 196K 45: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 6.53M 9: EX-101.INS XBRL Instance -- ms-20120630 XML 14.77M 11: EX-101.CAL XBRL Calculations -- ms-20120630_cal XML 471K 12: EX-101.DEF XBRL Definitions -- ms-20120630_def XML 3.36M 13: EX-101.LAB XBRL Labels -- ms-20120630_lab XML 5.79M 14: EX-101.PRE XBRL Presentations -- ms-20120630_pre XML 4.22M 10: EX-101.SCH XBRL Schema -- ms-20120630 XSD 647K 50: ZIP XBRL Zipped Folder -- 0001193125-12-337734-xbrl Zip 767K
Eighth Supplemental Senior Indenture |
EXHIBIT 4.1
EIGHTH SUPPLEMENTAL SENIOR INDENTURE
BETWEEN
MORGAN STANLEY
AND
THE BANK OF NEW YORK MELLON
as successor to JPMorgan Chase Bank, N.A.
(formerly known as JPMorgan Chase Bank), Trustee
Dated as of May 4, 2012
SUPPLEMENTAL TO SENIOR INDENTURE DATED NOVEMBER 1, 2004.
THIS EIGHTH SUPPLEMENTAL SENIOR INDENTURE dated as of May 4, 2012 between MORGAN STANLEY, a Delaware corporation (the “Issuer”), and THE BANK OF NEW YORK MELLON as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as trustee (the “Trustee”),
W I T N E S S E T H :
WHEREAS, the Issuer and the Trustee are parties to that certain Senior Indenture dated as of November 1, 2004 (the “Indenture”);
WHEREAS, the Issuer established and on May 2, 2012 issued its Medium-Term Notes, Series F, Contingent Income Auto-Callable Security Due May 6, 2013 Based on the Performance of the Common Stock of Caterpillar Inc. (the “Notes”);
WHEREAS, Section 8.01 of the Indenture provides that, without the consent of the Holders of any Securities, the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee may enter into indentures supplemental to the Indenture for the purpose of, among other things, correcting any provision contained therein, subject to the conditions set forth therein; provided that no such action shall adversely affect the interests of the Holders of the Securities;
WHEREAS, the Issuer desires to modify certain provisions of the Notes to correct the Maturity Date with respect to the Notes, which corrected Maturity Date shall be earlier than the Maturity Date as originally stated, which change will not adversely affect the interests of the Holders of the Notes since the amount of interest due to such Holders at the maturity of the Notes will not change;
WHEREAS, the entry into this Eighth Supplemental Senior Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture; and
WHEREAS, all things necessary to make this Eighth Supplemental Senior Indenture a valid indenture and agreement according to its terms have been done;
NOW, THEREFORE:
In consideration of the premises and the purchases of the Securities by the holders thereof, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Notes as follows:
2
EXHIBIT 4.1
ARTICLE 1
Section 1.01. Amendment of the Notes.
(i) The title of the Notes is hereby amended by deleting the existing title in its entirety and inserting in lieu thereof the following: “Contingent Income Auto-Callable Security Due May 2, 2013 Based on the Performance of the Common Stock of Caterpillar Inc.”
(ii) The section entitled “Other Provisions” within the Notes is amended by deleting the last sentence thereof in its entirety and inserting in lieu thereof the following: “The Holder of this Note and the owner of any beneficial interest herein, by its purchase of this Note or such beneficial interest herein, is hereby deemed to have consented to any amendment to this Note that conforms the terms of this Note to the terms as set forth in Pricing Supplement No. 175 dated April 27, 2012, as amended by Amendment No. 1 thereto dated May 4, 2012, and the product supplement and prospectus referred to therein, each related to this Note and filed with the Securities and Exchange Commission, and the Trustee is hereby authorized to enter into any such amendment to this Note without any further consent thereto of the Holder hereof or of such owner.”
(iii) The definition of Maturity Date within the Notes is hereby amended by deleting the first sentence thereof in its entirety and inserting in lieu thereof the following: “May 2, 2013, subject to extension as described in the following paragraph.”
SECTION 1.02. Exchange of the Notes. The Trustee is authorized to exchange the original certificate dated May 2, 2012 evidencing the Notes for the duly executed and authenticated certificate evidencing the amended terms of the Notes. Upon such exchange, the Trustee shall promptly cancel and dispose of such original Notes in accordance with Section 2.10 of the Indenture. Failure to exchange such original Notes for such amended Notes in accordance with this Section will not impair the validity of or otherwise affect the Notes, as amended.
ARTICLE 2
Miscellaneous Provisions
Section 2.01. Further Assurances. The Issuer will, upon request by the Trustee, execute and deliver such further instruments and do such further acts as may reasonably be necessary or proper to carry out more effectively the purposes of this Eighth Supplemental Senior Indenture.
Section 2.02. Other Terms of Indenture. Except insofar as herein otherwise expressly provided, all provisions, terms and conditions of the Indenture are in all respects ratified and confirmed and shall remain in full force and effect.
3
Section 2.03. Terms Defined. All terms defined elsewhere in the Indenture shall have the same meanings when used herein.
Section 2.04. Governing Law. This Eighth Supplemental Senior Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law.
Section 2.05. Counterparts. This Eighth Supplemental Senior Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
Section 2.06. Responsibility of the Trustee. The recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Eighth Supplemental Senior Indenture.
4
IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Senior Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of May 4, 2012.
MORGAN STANLEY | ||
By: | /s/ KEVIN SHEEHAN | |
Name: Kevin Sheehan | ||
Title: Assistant Treasurer |
Attest:
By: | /s/ JARETT H. SCHULTZ | |
Name: Jarett H. Schultz | ||
Title: Assistant Secretary and Counsel |
THE BANK OF NEW YORK MELLON TRUSTEE, | ||
By: | /s/ TIMOTHY W. CASEY | |
Name: Timothy W. Casey | ||
Title: Vice President |
Attest:
By: | /s/ LAURENCE J. O’BRIEN | |
Name: Laurence J. O’Brien | ||
Title: Vice President |
5
EXHIBIT 4.1
STATE OF NEW YORK | ) | |||||
) | ss.: | |||||
COUNTY OF NEW YORK | ) |
On this 4th day of May 2012 before me personally came Kevin Sheehan to me personally known, who, being by me duly sworn, did depose and say that he resides at Darien, CT; that he is an Assistant Treasurer of Morgan Stanley, one of the corporations described in and which executed the above instrument; and that he signed his name thereto by authority of the Board of Directors of said corporation.
[NOTARIAL SEAL]
Notary Public |
STATE OF NEW YORK | ) | |||||
) | ss.: | |||||
COUNTY OF NEW YORK | ) |
On this 4th day of May 2012 before me personally came Timothy W. Casey to me personally known, who, being by me duly sworn, did depose and say that he resides at New York; that he is a Vice President of The Bank of New York Mellon, one of the corporations described in and which executed the above instrument; and that he signed his name thereto by authority of the Board of Directors of said corporation.
[NOTARIAL SEAL]
/s/ ANNA YIU |
Notary Public |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
5/6/13 | 424B2, FWP | |||
5/2/13 | 424B2, FWP | |||
Filed on: | 8/6/12 | FWP | ||
For Period end: | 6/30/12 | 13F-HR | ||
5/4/12 | 424B2, FWP | |||
5/2/12 | 424B2, FWP | |||
4/27/12 | 424B2, CORRESP, FWP | |||
11/1/04 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/24 Morgan Stanley POS AM 5:1M Davis Polk & … LLP 01/FA 2/22/24 Morgan Stanley POSASR 2/22/24 6:1M Davis Polk & … LLP 01/FA 2/22/24 Morgan Stanley 10-K 12/31/23 224:45M 11/16/23 Morgan Stanley S-3ASR 11/16/23 27:5.2M Davis Polk & … LLP 01/FA 2/24/23 Morgan Stanley 10-K 12/31/22 227:50M 2/24/22 Morgan Stanley 10-K 12/31/21 225:51M 2/26/21 Morgan Stanley 10-K 12/31/20 225:50M 11/16/20 Morgan Stanley S-3ASR 11/16/20 23:4.8M Davis Polk & … LLP 01/FA |