-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, N/GC7gCdQvqLR4SyVGNqAb6bx+5XyFHHAdJXe0ePLcXgPc5N5VB6e3m5+PlYuD4s bGqS1r96lkbXr9LiVmnVdw== 0000950103-95-000082.txt : 19950222 0000950103-95-000082.hdr.sgml : 19950222 ACCESSION NUMBER: 0000950103-95-000082 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950221 SROS: NONE 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-52007 FILM NUMBER: 95513848 BUSINESS ADDRESS: STREET 1: 1251 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127034000 424B3 1 PROSPECTUS Dated February 9, 1994 Pricing Supplement No. 35 PROSPECTUS SUPPLEMENT to Registration Statement No. 33-52007 Dated February 9, 1994 Dated February 13, 1995; Rule 424(b)(3) Morgan Stanley Group Inc. GLOBAL MEDIUM-TERM NOTES, SERIES D Euro Floating Rate Redeemable Senior Notes Due October 15, 1998 The Global Medium-Term Notes, Series D (Euro Floating Rate Senior Bearer Notes Due October 15, 1998) described in this Pricing Supplement (the "Notes") will mature on the Maturity Date. The Notes will be redeemable at the option of Morgan Stanley Group Inc. on October 15, 1995 in accordance with the procedures set forth under "Description of Notes -- Optional Redemption" in the accompanying Prospectus Supplement and under the circumstances described under "Description of Notes - Tax Redemption" in the accompanying Prospectus Supplement. The Notes will be issued only in bearer form, which form is further described under "Description of Notes - Forms, Denominations, Exchange and Transfer" in the accompanying Prospectus Supplement. Notwithstanding the accompanying Prospectus Supplement, however, interests in the permanent global Bearer Note may be exchanged only in whole, and not in part, for definitive Bearer Notes, and Notes in bearer form will be exchangeable at any time for Notes in registered form at the option of the holder. PRINCIPAL AMOUNT: INTEREST ACCRUAL DATE: INTEREST PAYMENT DATES: US $15,000,000 January 15, 1995 Each January 15, April 15, July 15 and October 15, or if such day is not a MATURITY DATE: INITIAL INTEREST RATE: Business Day, the next October 15, 1998 6.05% succeeding Business Day SETTLEMENT DATE: INITIAL INTEREST RESET INTEREST PAYMENT PERIOD: February 21, 1995 DATE: October 15, 1995 Quarterly After the Initial Interest Reset Period ISSUE PRICE: 84.75% MAXIMUM INTEREST RATE: 10% INTEREST RESET PERIOD: Quarterly SPECIFIED CURRENCY: United States Dollars MINIMUM INTEREST RATE: 0% INTEREST RESET DATES: Each October 15, January BASE RATE: 15, April 15 and July 15, N/A INITIAL REDEMPTION DATE: whether or not such day is October 15, 1995 (and on a Business Day INDEX MATURITY: no other date) Quarterly OTHER PROVISIONS: SPREAD (PLUS OR INITIAL REDEMPTION The Notes shall bear MINUS): N/A PERCENTAGE: 100% plus interest at the Initial accrued interest Interest Rate; provided, however, that for the ALTERNATE RATE EVENT period (if any) from the SPREAD: N/A ANNUAL REDEMPTION Initial Interest Reset PERCENTAGE REDUCTION: N/A Date until the Maturity Date (i) the Notes shall SPREAD MULTIPLIER: bear interest at a rate N/A equal to ten percent (10%) OPTIONAL REPAYMENT DATE(S): less the Reference Rate COMMON CODE: 005606586 N/A (based on the Index ISIN: XS0056065864 Maturity) and shall be reset as of each Interest Reset Date; and (ii) the interest rate per annum CALCULATION AGENT: shall not be less than the Chemical Bank Minimum Interest Rate nor greater than the Maximum Interest Rate. Interest on LIBOR CURRENCY: the Notes shall be computed N/A on the basis of a 360-day of twelve 30-day months. TOTAL AMOUNT OF OID: "Reference Rate" means None LIBOR, determined as described under "Description of Notes -- ORIGINAL YIELD TO MATURITY: Floating Rate Notes -- N/A LIBOR Notes" in the Prospectus Supplement, except that LIBOR Currency INITIAL ACCRUAL PERIOD OID: shall be deemed to refer to N/A the Reference Rate Currency (as defined below), multiplied by the actual MINIMUM number of days in the DENOMINATIONS: Interest Reset Period US $100,000 divided by 90. The "Reference Rate Currency" is United States Dollars. The "Reference Rate Location" is Telerate Screen 3750. Capitalized terms not defined above have the meanings given to such terms in the accompanying Prospectus Supplement. Morgan Stanley & Co. International Limited The information on the following pages, together with the Prospectus and Prospectus Supplement, comprises listing particulars in relation to the issuance by Morgan Stanley Group Inc. of the Series D Notes during the period of twelve months following February 10, 1995 in compliance with the rules of the London Stock Exchange and in accordance with Part IV of the Financial Services Act of 1986. SUPPLEMENTAL PROSPECTUS SUPPLEMENT MORGAN STANLEY GROUP INC. GLOBAL MEDIUM-TERM NOTES, SERIES D GLOBAL MEDIUM-TERM NOTES, SERIES E -------------------------------------------- Due More Than Nine Months from Date of Issue -------------------------------------------- This Supplemental Prospectus Supplement is supplemental to, and should be read in conjunction with, the Prospectus dated February 9, 1994 (the "Prospectus") and the Prospectus Supplement dated February 9, 1994 (the "Prospectus Supplement") in relation to the Global Medium-Term Notes, Series D (the "Series D Notes") and the Global Medium-Term Notes, Series E (the "Series E Notes" and, together with the Series D Notes, the "Notes"). This Supplemental Prospectus Supplement, together with the Prospectus and the Prospectus Supplement, comprises listing particulars (the "Listing Particulars") in relation to the issuance by the Company of the Series D Notes during the period of twelve months from the date of this Supplemental Prospectus Supplement in compliance with the rules of the London Stock Exchange and in accordance with Part IV of the Financial Services Act 1986. A copy of the Listing Particulars has been delivered for registration to the Registrar of Companies in England and Wales as required by Section 149 of the Financial Services Act 1986. Application has been made to the London Stock Exchange for Series D Notes offered during the twelve months after the date of this Supplemental Prospectus Supplement to be admitted to the Official List of the London Stock Exchange. The Series E Notes will not be listed on any stock exchange. Terms defined in the Prospectus and the Prospectus Supplement have the same respective meanings when they appear in this Supplemental Prospectus Supplement. --------------------------- MORGAN STANLEY & CO. International February 10, 1995 The Company accepts responsibility for the information contained in the Listing Particulars. To the best of the knowledge and belief of the Company (which has taken all reasonable care to ensure that such is the case), the information contained in the Listing Particulars (including the existing publicly available documents incorporated by reference therein) is in accordance with the facts and does not omit anything likely to affect the import of such information. No dealer, salesman or any other person has been authorised to give any information or to make any representations other than those contained in this Supplemental Prospectus Supplement, any Pricing Supplement and the accompanying Prospectus Supplement and Prospectus in connection with the offer of any Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Company or by the Agents. This Supplemental Prospectus Supplement, any Pricing Supplement and the accompanying Prospectus Supplement and Prospectus do not constitute an offer to sell or a solicitation of an offer to buy Securities by anyone in any jurisdiction in which such offer or solicitation is not authorised or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. The information set forth below under the headings "Capitalization" and "Board of Directors" updates and replaces the information under the same headings in the Prospectus Supplement. The information set forth below under the heading "General Information" updates and replaces the information in the first, second, third, seventh, eighth and tenth paragraphs under the same heading in the Prospectus Supplement. CAPITALIZATION The following table sets forth the unaudited consolidated capitalization of the Company at October 31, 1994. As of the date hereof and except as described in the footnotes to the following table, there has been no material change in the capitalization of the Company and its consolidated subsidiaries, taken as a whole, since October 31, 1994. The following should be read in conjunction with the Company's consolidated financial statements, the notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1994 and Quarterly Report on Form 10-Q for the quarter ended October 31, 1994, each incorporated herein by reference.
At October 31, 1994 (In thousands, except share and unit data) Short-term borrowings...................................................................... $6,993,985 ---------------------- Long-term borrowings(1) (2)................................................................ $7,382,082 ---------------------- Stockholders' equity: Preferred stock, no par value; authorized 300,000 shares: ESOP Convertible Preferred Stock, liquidation preference $35.88; outstanding 3,801,621 shares............................................. 136,383 9.36% Cumulative Preferred Stock, stated value $25; outstanding 5,500,000 shares............................................. 137,500 8.88% Cumulative Preferred Stock, stated value $200; outstanding 975,000 shares............................................... 195,000 8 3/4% Cumulative Preferred Stock, stated value $200; outstanding 750,000 shares............................................... 150,000 7 3/8% Cumulative Preferred Stock, stated value $200; outstanding 1,000,000 shares............................................. 200,000 Common stock, $1.00 par value; authorized 300,000,000 shares; issued 79,689,995 shares....................................................... 79,690 Paid-in capital...................................................................... 582,379 Retained earnings.................................................................... 3,336,694 Cumulative translation adjustments................................................... (3,078) ---------------------- Subtotal....................................................................... 4,814,568 Less: Note receivable related to sale of preferred stock to ESOP........................... 109,124 Common stock held in treasury, at cost 3,748,611 shares.............................. 234,831 Total stockholders' equity..................................................... 4,470,613 Total capitalization....................................................................... $11,852,695 ---------------------- - ------------- (1) Excludes current portion amounting to $1,729,338 at October 31, 1994. (2) A shelf registration statement became effective in February 1994 for up to $3,312,577 of debt securities, warrants to purchase debt securities, preferred stock and depositary shares. Additional senior notes aggregating $2,095,696 were issued, and senior notes aggregating $102,412 have been offered and are expected to be issued, after October 31, 1994 pursuant to such shelf registration statement.
BOARD OF DIRECTORS The current Directors of the Company and their principal occupations are listed below. The business address of each director is 1251 Avenue of the Americas, New York, New York 10020. Richard B. Fisher Chairman, Managing Director and Director John J. Mack President, Managing Director and Director Barton M. Biggs Managing Director and Director Peter F. Karches Managing Director and Director Robert W. Matschullat Managing Director and Director Sir David A. Walker Director Daniel B. Burke Director Dick Cheney Director S. Parker Gilbert Director Allen E. Murray Chairman of the Board of Directors and Chief Executive Officer of Mobil Corporation Paul F. Oreffice Director GENERAL INFORMATION 1. Since October 31, 1994, the date of the latest published interim financial statements, there has been no material adverse change in the financial or business position of the Company and its consolidated subsidiaries, taken as a whole. 2. As of the date hereof, there are no legal, arbitration or administrative proceedings pending or, to the Company's knowledge, threatened involving the Company or any of its consolidated subsidiaries which may have or have had during the previous 12 months a material effect on the Company's consolidated financial condition. 3. Shearman & Sterling has given and not withdrawn its written consent to the inclusion in the Prospectus Supplement of its opinion under "United States Federal Taxation - Foreign Holders" and "United States Federal Taxation - United States Holders" and has authorised the contents of that part of the Listing Particulars for the purposes of Section 152(1)(e) of the Financial Services Act 1986. 4. The listing of the Series D Notes on the London Stock Exchange will be expressed as a percentage of their principal amount excluding accrued interest. Listing of the Series D Notes is expected to be granted by the London Stock Exchange on February 10, 1995 subject only to issuance of Series D Notes (including temporary global notes). The listing agent with respect to the application for the listing of the Series D Notes on the London Stock Exchange is Morgan Stanley Securities Limited. 5. Copies of the Euro Distribution Agreement among the Company and the Agents, the U.S. Distribution Agreement between the Company and MS&Co., each of the Indentures, the Company's Annual Reports on Form 10-K for the fiscal years ended January 31, 1994 and January 31, 1993 and Quarterly Reports on Form 10-Q for 1992, 1993 and 1994 (each excluding exhibits), the Company's listing particulars, all of the Company's future Annual, Quarterly and Current Reports, supplementary listing particulars and Pricing Supplements and the Company's Restated Certificate of Incorporation, as amended, and By-laws, as amended, will, so long as any Note is outstanding, be available for inspection during business hours at the corporate trust office of each of the Trustees in The City of New York, the office of each Paying Agent and the principal executive offices of the Company specified in this Prospectus Supplement. The Company's Quarterly Reports on Form 10-Q contain unaudited quarterly financial statements. 6. Ernst & Young LLP, independent auditors, have audited the consolidated statement of financial condition of the Company as of January 31, 1994, January 31, 1993 and December 31, 1991 and the related consolidated statements of income, cash flows and changes in stockholders' equity for the years ended January 31, 1994, January 31, 1993 and December 31, 1991 and for the one month period ended January 31, 1992. -----END PRIVACY-ENHANCED MESSAGE-----