-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HUBKvNglGxZGTewHDS37T55K7j/mIRuJx+JfW70GLAxzxKYPVKlt5fKfHbT+HPxT pw1dJB5fnCubKU5tC4h1ng== 0000789625-96-000001.txt : 19960105 0000789625-96-000001.hdr.sgml : 19960105 ACCESSION NUMBER: 0000789625-96-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960104 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960104 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY GROUP INC /DE/ CENTRAL INDEX KEY: 0000789625 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132838811 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09085 FILM NUMBER: 96501047 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127034000 8-K 1 ================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 4, 1996 MORGAN STANLEY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 1-9085 13-2838811 (State or other (Commission File I.R.S. Employer jurisdiction of Number) Identification incorporation or Number) organization) 1585 Broadway, New York, New York 10036 (Address of principal executive offices including zip code) Registrant's telephone number, including area code: (212) 761-4000 =================================================================== Item 5. Other Events Attached and incorporated herein by reference as Exhibit 99 is a press release (1) summarizing the financial results of Morgan Stanley Group Inc. (the "Company") for the three- month and nine-month periods ended November 30, 1995 and October 31, 1994, and for the ten-month period ended November 30, 1995, (2) announcing the declaration by the Company's Board of Directors of a 2-for-1 common stock split effected in the form of a one hundred percent stock dividend and an increase in the regular quarterly cash dividend to 35 cents per common share on a pre-split basis, and (3) announcing the authorization by the Company's Board of Directors of the purchase, subject to market and other conditions, of an additional $400 million of the Company's Common Stock. Item 7(c). Exhibits 99. Press release dated January 4, 1996 (1) summarizing the financial results of the Company for the three-month and nine-month periods ended November 30, 1995 and October 31, 1994, and for the ten-month period ended November 30, 1995, (2) announcing the declaration by the Company's Board of Directors of a 2-for-1 common stock split effected in the form of a one hundred percent stock dividend and an increase in the regular quarterly cash dividend to 35 cents per common share on a pre-split basis, and (3) announcing the authorization by the Company's Board of Directors of the purchase, subject to market and other conditions, of an additional $400 million of the Company's Common Stock. 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 thereunto duly authorized. MORGAN STANLEY GROUP INC. Registrant /s/Patricia A. Kurtz -------------------------- Patricia A. Kurtz Assistant Secretary Date: January 4, 1996 Index to Exhibits Exhibit No. Description - -------------- --------------------------------------- 99. Press release dated January 4, 1996 (1) summarizing the financial results of the Company for the three-month and nine-month periods ended November 30, 1995 and October 31, 1994, and for the ten-month period ended November 30, 1995, (2) announcing the declaration by the Company's Board of Directors of a 2- for-1 common stock split effected in the form of a one hundred percent stock dividend and an increase in the regular quarterly cash dividend to 35 cents per common share on a pre-split basis, and (3) announcing the authorization by the Company's Board of Directors of the purchase, subject to market and other conditions, of an additional $400 million of the Company's Common Stock. EX-99 2 EXHIBIT 99 Contact: Charles B. Hintz, Investor Relations (212) 703-7178 Tracey K. Gordon, Media Relations (212) 761-6403 For Immediate Release --------------------- NEW YORK, January 4, 1996 -- Morgan Stanley Group Inc. (NYSE:MS) today announced net income of $600 million or $6.96 per common share on a primary basis for the ten month fiscal year ended November 30, 1995./1/ Net revenues (gross revenues less interest expense) for the ten month fiscal year 1995 were $3,623 million. Fully diluted earnings per common share were $6.65. Investment banking revenue increased during fiscal 1995 due to the buoyant mergers and acquisitions markets around the world combined with a healthy underwriting calendar, especially in equity issues. Sales and trading revenue (combined trading, commissions and net interest) increased reflecting strong results in worldwide equity derivatives, equity secondary trading and fixed income businesses. The sales and trading results were driven in large part by increased customer trading volumes throughout the year. Trading in foreign exchange also made an important contribution in 1995. The Firm's principal investment results during the year reflect changes in the carrying value in certain merchant banking investments and the sale of several real estate investments. Increased revenues from asset management and global custody reflect continued growth in customer assets under management and administration. - --------------------- /1/ Morgan Stanley changed its fiscal year-end in 1995 from January to November. Fiscal 1995 consists of three reporting periods, the four months ended May 31, and the three months ended August 31 and November 30. Richard B. Fisher, chairman, and John J. Mack, president, remarked "after a difficult period in 1994, the 1995 fiscal year has yielded improved results for Morgan Stanley. The Firm has benefited from more favorable market conditions as well as from the early returns from a number of strategic investments which the Firm made in both people and technology in 1994. We remain committed to our long-term strategy of expanding and enhancing our presence around the world. We believe the breadth of Morgan Stanley and its strong global franchise will yield outstanding results in the coming years." Net income for the quarter ended November 30, 1995 was $187 million, resulting in earnings per common share of $2.16 on a primary basis and $2.07 on a fully diluted basis. Net revenues for the quarter were $1,168 million. This compares to net income for the quarter ended October 31, 1994 of $118 million, primary and fully diluted earnings per common share of $1.30 and $1.25, respectively, and net revenues of $910 million. The Company also announced that its board of directors approved a 2-for-1 common stock split in the form of a one hundred percent stock dividend, and an increase in its quarterly cash dividend from 32 to 35 cents per common share on a pre-split basis. The stock dividend is payable on January 26, 1996 to holders of record on January 16, 1996 and the cash dividend is payable on January 24, 1996 to holders of record on January 16, 1996. The board of directors also authorized the purchase, subject to market conditions and certain other factors, of an additional $400 million of its common stock. During fiscal 1995, the Company repurchased approximately 1.4 million common shares at an aggregate cost of approximately $103 million. In addition, the Company repurchased approximately 2.5 million common shares at an aggregate cost of approximately $213 million during the first month of fiscal 1996 which fully utilized the Company's prior buyback authorization. Total capital (stockholders' equity and long-term debt) at November 30, 1995 was $14.3 billion, including $5.2 billion of common and preferred stockholders' equity. Book value per common share was $56.35, based on quarter-end shares and share- equivalents of 78,892,467. Morgan Stanley Group Inc. is a global financial services firm with offices in New York, London, Tokyo and other principal financial centers around the world. --Table Follows--
Morgan Stanley Group Inc. Consolidated Statement of Income (Unaudited) (In millions, except share data) TEN MONTHS THREE MONTHS ENDED NINE MONTHS ENDED ENDED ------------------------- ------------------------- ----------- NOV 30 OCT 31 NOV 30 OCT 31 NOV 30 1995 1994 1995 1994 1995 ----------- ----------- ----------- ----------- ----------- Revenues: Investment banking $503 $190 $1,131 $661 $1,211 Principal transactions: Trading 218 297 1,008 855 1,122 Investments 39 82 102 115 102 Commissions 139 104 400 335 437 Interest and dividends 1,710 1,714 5,351 4,800 5,939 Asset management and administration 95 95 279 265 310 Other 0 3 2 8 3 ----------- ----------- ----------- ----------- ----------- Total revenues 2,704 2,485 8,273 7,039 9,124 Interest expense 1,536 1,575 4,943 4,328 5,501 ----------- ----------- ----------- ----------- ----------- Net revenues 1,168 910 3,330 2,711 3,623 ----------- ----------- ----------- ----------- ----------- Expenses excluding interest: Compensation and benefits 607 460 1,657 1,360 1,795 Occupancy and equipment 85 79 249 221 276 Brokerage, clearing and exchange fees 61 56 191 173 211 Communications 32 31 97 88 108 Business development 32 41 96 121 110 Professional services 40 41 117 121 131 Other 35 32 98 91 109 ----------- ----------- ----------- ----------- ----------- Total expenses excluding interest 892 740 2,505 2,175 2,740 ----------- ----------- ----------- ----------- ----------- Income before income taxes 276 170 825 536 883 Provision for income taxes 89 52 263 180 283 ----------- ----------- ----------- ----------- ----------- Net income $187 $118 $562 $356 $600 =========== =========== =========== =========== =========== Earnings applicable to common shares * $171 $102 $513 $307 $546 =========== =========== =========== =========== =========== Average common and common equivalent shares outstanding * 79,207,913 78,354,016 78,718,737 79,152,943 78,456,339 =========== =========== =========== =========== =========== Primary earnings per share $2.16 $1.30 $6.52 $3.89 $6.96 =========== =========== =========== =========== =========== Fully diluted earnings per share $2.07 $1.25 $6.23 $3.73 $6.65 =========== =========== =========== =========== =========== * For primary earnings per share
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