Here you go: Goldman and Morgan become banks.

Sabri

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Goldman, Morgan Stanley Bring Down Curtain on an Era (Update1)
By Christine Harper and Craig Torres


Sept. 22 (Bloomberg) -- The Wall Street that shaped the financial
world for two decades ended last night, when Goldman Sachs Group Inc.
and Morgan Stanley concluded there is no future in remaining
investment banks now that investors have determined the model is
broken.

The Federal Reserve's approval of their bid to become banks ends the
ascendancy of the securities firms, 75 years after Congress separated
them from deposit-taking lenders, and caps weeks of chaos that sent
Lehman Brothers Holdings Inc. into bankruptcy and led to the rushed
sale of Merrill Lynch & Co. to Bank of America Corp.

``The decision marks the end of Wall Street as we have known it,''
said William Isaac, a former chairman of the Federal Deposit Insurance
Corp. ``It's too bad.''

Goldman, whose alumni include Henry Paulson, the Treasury Secretary
presiding over a $700 billion bank bailout, and Morgan Stanley, a
product of the 1933 Glass-Steagall Act that cleaved investment and
commercial banks, insisted they didn't need to change course, even as
their shares plunged and their borrowing costs soared last week.

By then, it was too late. As financial markets gyrated --the Dow Jones
Industrial Average whipsawed 1,000 points in the week's last two days
-- and clients defected, executives at the two firms concluded they
had no choice. The Federal Reserve Board met at 9 p.m. yesterday and
considered applications delivered that day, said Michelle Smith, a
spokeswoman for the central bank. The decision was unanimous, she
said.

`Blood in Water'

``There's blood in the water in the industry and the sharks are
circling,'' Peter Kovalski, who helps oversee about $10 billion at
Alpine Woods Capital Investors LLC, said at the end of last week. ``It
all comes down to perception and the current trust within the
community.''

Morgan Stanley rose 4.1 percent to $28.33 by 11:16 a.m. in German
trading, after jumping 21 percent in New York on Sept. 19. Goldman
declined 1.2 percent to $128.28 in Germany, after surging 20 percent
three days ago in New York.

Wall Street hasn't had such a shakeup since the 1980s, when firms
including Morgan Stanley and Bear Stearns Cos. went public and
London's financial markets were altered forever with the so- called
Big Bang reforms implemented in 1986. Bear Stearns disappeared in
March, when it was bought by JPMorgan Chase & Co.

The announcement paves the way for the two New York-based firms, both
of which will now be regulated by the Fed, to build their deposit
base, potentially through acquisitions. That will allow them to rely
more heavily on deposits from retail customers instead of using
borrowed money -- the leverage that led to the undoing of Bear Stearns
and Lehman.

Depositors Rule

Morgan Stanley has taken $15.7 billion of writedowns and losses on
mortgage-related securities and other types of loans since the credit
crunch started last year. Goldman's tally stands at about $4.9
billion. While both companies have remained profitable and avoided
money-losing quarters suffered by Lehman and Merrill Lynch, their
revenue from sales and trading and investment banking has been
declining this year.

``Deposit-banking is king right now,'' said David Hendler, an analyst
at CreditSights Inc. in New York. ``It's the only meaningful
critical-mass way to make money.''

Morgan Stanley may feel it has more time to contemplate alternatives
to the deal that it began to shape last week with Wachovia Corp., said
Tony Plath, a finance professor at the University of North Carolina at
Charlotte.

`Certainty'

``This means Morgan Stanley is reassessing its plan for a merger with
Wachovia,'' Plath said. ``Morgan Stanley is going to try to go it
alone, and I expect it will try to buy a bank with a market-to-book
ratio that is next to nothing. It means they are walking away from
Wachovia.''

Morgan Stanley, the second-biggest securities firm until this week,
had $36 billion of deposits and three million retail accounts at the
end of August. The company plans to convert its Utah-based industrial
bank into a national bank.

``This new bank holding structure will ensure that Morgan Stanley is
in the strongest possible position,'' Chairman and Chief Executive
Officer John Mack, 63, said in a statement last night. ``It also
offers the marketplace certainty about the strength of our financial
position and our access to funding.''

Goldman, the largest and most profitable of the U.S. securities firms,
will become the fourth-largest bank holding company. The firm already
has more than $20 billion in customer deposits in two subsidiaries and
is creating a new one, GS Bank USA, that will have more than $150
billion of assets, making it one of the 10 largest banks in the U.S.,
the firm said in a statement last night. The firm will increase its
deposit base ``through acquisitions and organically,'' Goldman said.

Citigroup, JPMorgan

``Goldman Sachs, under Federal Reserve supervision, will be regarded
as an even more secure institution with an exceptionally clean balance
sheet and a greater diversity of funding sources,'' Lloyd Blankfein,
54, Goldman's chairman and CEO, said in the statement.

The Washington-based Fed is the primary regulator of bank- holding
companies, which are firms that own or control banks. Citigroup Inc.,
Bank of America Corp. and JPMorgan are bank- holding companies
regulated by the Fed.

Securities firms, by contrast, had been regulated by the Securities
and Exchange Commission. The SEC's future becomes dimmer with the
change in Goldman and Morgan Stanley's structures.

Less Risky

``You can't kiss goodbye to the last two important investment banks
without noting that the house is empty,'' said David Becker, a former
SEC general counsel who is now a partner at Cleary Gottlieb Steen &
Hamilton in Washington. ``It's a downward spiral where the less
significant the population you regulate, the less your available
resources.''

The change is also likely to lead to less risk-taking by the companies
and possibly lower pay for their employees. Both Goldman and Morgan
Stanley held more than $20 of assets for every $1 of shareholder
equity, making them dependent on market funding to operate.

Goldman, in particular, has been remarkable for the high bonuses it
pays to its employees. Goldman's CEO and two co- presidents were each
paid more than $67 million last year.

``They're going to have to protect their deposit bases by law, and the
days of high leverage are gone,'' said Charles Geisst, a finance
professor at Manhattan College in Riverdale, New York, who wrote
``Wall Street: A History.'' ``The days of the big bonuses are gone.''

To contact the reporter on this story: Christine Harper in New York at
[EMAIL PROTECTED]
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