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Morgan Stanley CEO: Mitsubishi Conversion Doesn't Change Smith Barney Buy In Timetable

By Brett Philbin and Aaron Lucchetti PURCHASE, N.Y. -(Dow Jones)- Morgan Stanley (MS) Chief Executive James Gorman said the investment bank's conversion agreement with Mitsubishi UFJ Financial Group Inc. (8306.TO) doesn't change the firm's planned timeline to buy the remainder of the Smith Barney brokerage joint venture from Citigroup Inc. (C). Gorman, speaking with reporters after the firm's annual shareholder meeting, said the agreement "makes no difference." In its first quarter report, Morgan Stanley posted a $655 million pre-tax loss related to the Mitsubishi joint venture. After reports surfaced about the loss, Mitsubishi agreed to convert $7.8 billion in preferred stock for 385 million shares of the company. That conversion boosted Morgan Stanley's tier 1 common ratio and presumably will give it added capital for the planned buyout of Citigroup's stake in the Smith Barney venture. Morgan Stanley can begin buying that stake next year under its agreement with Citi. Gorman said reports of Morgan Stanley asking Citi to alter the terms of that deal were untrue. When asked about New York Attorney General Eric Schneiderman's investigation into banks' packaging mortgage loans into securities, Gorman said he believe further probes would be "very firm specific." The Wall Street Journal, citing people familiar with the situation, said earlier this week that Schneiderman plans to meet with executives of major banks, including Morgan Stanley, about their role in securitizing mortgage loans and other mortgage-related practices. The shareholder meeting was a brisk 40 minute affair, attended by roughly 50 people, at Morgan Stanley's brokerage headquarters in Purchase, N.Y. Gorman, took more of a central role than last year's event, when Chairman John Mack did much of the talking. This year, Gorman fielded all questions from about six shareholders, including inquiries about the firm's dividend policy and its underperforming stock. When asked why the firm didn't raise its dividend like other banks, Gorman said Morgan Stanley "takes into account its dividend policy," but acknowledged that the firm has a lower dividend yield than some commercial banks. At the meeting, shareholders approved say on pay proposals related to the firm's executive officers and the frequency of such votes. Stockholders also voted in favor of an amendment to Morgan Stanley's equity incentive compensation plan. The proposal will allow Morgan Stanley to issue 35 million more common shares to employees, a measure it needed for recruiting purposes since it now pays a larger portion of its pay in stock rather than cash. The firm also issues equity awards to a larger group of employees than in previous years, as thousands of financial advisers joined the company when it established the joint venture with Smith Barney brokerage roughly two years ago. -By Brett Philbin, Dow Jones Newswires; 212-416-2173; brett.philbin@dowjones.com

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