p11-1443sc13g.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G*
(Rule 13d-102)
 
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
 
(Amendment No.   )*
 
MSCI INC
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
55354G100
(CUSIP Number)
 
July 29, 2011
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 13 Pages)

______________________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


 
 
 
CUSIP No. 55354G100
 
13G
Page 2 of 13 Pages



     
1
NAMES OF REPORTING PERSONS
Eton Park Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
2,450,000
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
2,450,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,450,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.03%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No. 55354G100
 
13G
Page 3 of 13 Pages



     
1
NAMES OF REPORTING PERSONS
Eton Park Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
4,550,000
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
4,550,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,550,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.78%
12
TYPE OF REPORTING PERSON**
CO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 
 
 
 
CUSIP No. 55354G100
 
13G
Page 4 of 13 Pages




     
1
NAMES OF REPORTING PERSONS
Eton Park Associates, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
2,450,000
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
2,450,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,450,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.03%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No. 55354G100
 
13G
Page 5 of 13 Pages



     
1
NAMES OF REPORTING PERSONS
Eton Park Capital Management, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
7,000,000
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
7,000,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.81%
12
TYPE OF REPORTING PERSON**
IA

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No. 55354G100
 
13G
Page 6 of 13 Pages



     
1
NAMES OF REPORTING PERSONS
Eric M. Mindich
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) x
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
7,000,000
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
7,000,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.81%
12
TYPE OF REPORTING PERSON**
IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 


 
 
 
CUSIP No. 55354G100
 
13G
Page 7 of 13 Pages



Item 1 (a).
NAME OF ISSUER:
   
 
The name of the issuer is MSCI INC  (the “Company”).

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
The Company’s principal executive offices are located at One Chase Manhattan Plaza, 44th Floor, New York, NY  10005.
 
Item 2 (a).
NAME OF PERSON FILING:

 
This statement is filed by:
   
 
(i)
Eton Park Fund, L.P., a Delaware limited partnership  ("EP Fund"), with respect to the shares of Common Stock (defined in Item 2(d) below) directly held by it;
     
 
(ii)
Eton Park Master Fund, Ltd., a Cayman Islands exempted company ("EP Master Fund"), with respect to the shares of Common Stock directly held by it;
     
 
(iii)
Eton Park Associates, L.P., a Delaware limited partnership ("EP Associates"), which serves as the general partner of EP Fund, with respect to the shares of Common Stock directly held by EP Fund;
   
 
(iv)
Eton Park Capital Management, L.P., a Delaware limited partnership ("EP Management"), which serves as investment manager to each of EP Fund and EP Master Fund, with respect to the shares of Common Stock directly held by each of EP Fund and EP Master Fund; and
     
 
(v)
Eric M. Mindich ("Mr. Mindich"), with respect to the shares of Common Stock directly held by each of EP Fund and EP Master Fund.

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
The address of the business office of each of the Reporting Persons is 399 Park Ave, 10th Floor, New York, NY 10022.

Item 2(c).
CITIZENSHIP:

EP Fund is a limited partnership organized under the laws of the State of Delaware.  EP Master Fund is a company organized under the laws of the Cayman Islands.  EP Associates and EP Management are limited partnerships organized under the laws of the State of Delaware.  Mr. Mindich is a United States citizen.

 

 
 
 
CUSIP No. 55354G100
 
13G
Page 8 of 13 Pages


 
Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, par value $0.01 per share (the "Common Stock")
 
Item 2(e).
CUSIP NUMBER:
   
 
55354G100

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act;
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act;
 
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Investment Company Act of 1940;
 
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act of 1940;
 
(e)
¨
An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
(f)
¨
An Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
(g)
¨
Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
(h)
¨
A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
 
(i)
¨
A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
 
(j)
¨
A non-U.S. institution in accordance with Rule 13d 1(b)(1)(ii)(J);
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the
type of institution:
    
   
 
 
 
CUSIP No. 55354G100
 
13G
Page 9 of 13 Pages

 

Item 4.
OWNERSHIP.
   
The percentages used herein are calculated based upon 120,464,893 shares of Common Stock issued and outstanding, as of August 1, 2011, as reported in the Company's quarterly report on Form 10-Q filed on August 5, 2011, with the Securities and Exchange Commission by the Company.

 
A.
   Eton Park Fund, L.P.
     
(a)
Amount beneficially owned:  2,450,000
     
(b)
Percent of class:  2.03%.
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  2,450,000
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition of:  2,450,000
 
 
B.
Eton Park Master Fund, Ltd.
     
(a)
Amount beneficially owned:  4,550,000
     
(b)
Percent of class: 3.78%.
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  4,550,000
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition of:  4,550,000

 
C.
Eton Park Associates, L.P.
     
(a)
Amount beneficially owned:  2,450,000
     
(b)
Percent of class: 2.03%.
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  2,450,000
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition of:  2,450,000

 
D.
Eton Park Capital Management, L.P.
     
(a)
Amount beneficially owned:  7,000,000
     
(b)
Percent of class:  5.81%.
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  7,000,000
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition of:  7,000,000

 
E.
Eric M. Mindich
     
(a)
Amount beneficially owned:  7,000,000
     
(b)
Percent of class:  5.81%.
     
(c)
(i)
Sole power to vote or direct the vote:  -0-
       
(ii)
Shared power to vote or direct the vote:  7,000,000
       
(iii)
Sole power to dispose or direct the disposition:  -0-
       
(iv)
Shared power to dispose or direct the disposition:  7,000,000


 
 
 
CUSIP No. 55354G100
 
13G
Page 10 of 13 Pages



Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
EP Associates, the general partner of EP Fund, has the power to direct the affairs of EP Fund including decisions with respect to the disposition of the proceeds from the sale of the shares of Common Stock held by EP Fund.  Eton Park Associates, L.L.C. serves as the general partner of EP Associates.  Mr. Mindich is the managing member of Eton Park Associates, L.L.C. and may, by virtue of his position as managing member, be deemed to have power to direct the vote and disposition of the shares of Common Stock  held by EP Fund.  Each of EP Fund and EP Master Fund are clients of EP Management pursuant to investment management agreements.  Eton Park Capital Management, L.L.C. serves as the general partner of EP Management.  Mr. Mindich is the managing member of Eton Park Capital Management, L.L.C. and may, by virtue of his position as managing member, be deemed to have power to direct the vote and disposition of the shares of Common Stock held by each of EP Fund and EP Master Fund.  Mr. Mindich disclaims beneficial ownership of any of the securities held by EP Fund and EP Master Fund.
 
Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable.

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
See Item 2 and Exhibit 1.

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not applicable.

Item 10.
CERTIFICATION.

 
Each of the Reporting Persons hereby makes the following certification:
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
 
 
CUSIP No. 55354G100
 
13G
Page 11 of 13 Pages



SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  August 8, 2011
 
ERIC M. MINDICH, individually, and as managing member of: (i) Eton Park Associates, L.L.C., as general partner of Eton Park Associates, L.P., (a) for itself and (b) as general partner of Eton Park Fund, L.P.; and (ii) Eton Park Capital Management, L.L.C., as general partner of Eton Park Capital Management, L.P., (a) for itself and (b) as investment manager of Eton Park Fund, L.P. and Eton Park Master Fund, Ltd.
 
     
 
By:
  /s/ Marcy Engel
 
   
Name:Marcy Engel*
   
Title:Attorney-in-Fact





* Pursuant to a Power of Attorney dated as of August 17, 2007 attached hereto as Exhibit 2.

 
 
 
CUSIP No. 55354G100
 
13G
Page 12 of 13 Pages



EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 

Dated:  August 8, 2011
 
 
ERIC M. MINDICH, individually, and as managing member of: (i) Eton Park Associates, L.L.C., as general partner of Eton Park Associates, L.P., (a) for itself and (b) as general partner of Eton Park Fund, L.P.; and (ii) Eton Park Capital Management, L.L.C., as general partner of Eton Park Capital Management, L.P., (a) for itself and (b) as investment manager of Eton Park Fund, L.P. and Eton Park Master Fund, Ltd.
 
     
 
By:
   /s/ Marcy Engel
 
   
Name:Marcy Engel*
   
Title:Attorney-in-Fact






* Pursuant to a Power of Attorney dated as of August 17, 2007 attached hereto as Exhibit 2.



 
 
 
CUSIP No. 55354G100
 
13G
Page 13 of 13 Pages


EXHIBIT 2
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that I, ERIC M. MINDICH, hereby make, constitute and appoint MARCY ENGEL, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Managing Member, member of or in other capacities with Eton Park Capital Management, L.L.C., Eton Park Associates, L.L.C. and each of their affiliates or entities under my control, all documents relating to the beneficial ownership of securities required to be filed with the United States Securities and Exchange Commission (the "SEC") pursuant to Section 13(d), Section 13(g) or Section 16(a) of the Securities Exchange Act of 1934 (the "Act").
 
All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
 
This power of attorney shall be valid from the date hereof until revoked by me.
 
IN WITNESS WHEREOF, I have executed this instrument as of the 17th day of August, 2007.
 

   
/s/ Eric M. Mindich
  
Eric M. Mindich