0000950103-95-000274.txt : 19950810 0000950103-95-000274.hdr.sgml : 19950810 ACCESSION NUMBER: 0000950103-95-000274 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950809 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: 033-57833 FILM NUMBER: 95560066 BUSINESS ADDRESS: STREET 1: 1251 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127034000 424B3 1 PROSPECTUS Dated March 29, 1995 Pricing Supplement No. 14 to PROSPECTUS SUPPLEMENT Registration Statement Nos. 33-52007 and 33-57833 Dated March 29, 1995 Dated August 2, 1995 Rule 424(b)(3) Morgan Stanley Group Inc. GLOBAL MEDIUM-TERM NOTES, SERIES D Euro Floating Rate Senior Bearer Notes Due September 1, 1998 The Global Medium-Term Notes, Series D (Euro Floating Rate Senior Bearer Notes Due September 1, 1998) described in this Pricing Supplement (the "Notes") will mature on the Maturity Date. The Notes will not be redeemable at the option of Morgan Stanley Group Inc. prior to the Maturity Date other than 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. Notes in bearer form will not be exchangeable at any time for Notes in registered form at the option of the holder. It is a precondition to the issue of the Notes that they be registered with the Comissao do Mercado de Valores Mobiliarios in Lisbon. The Notes have been accepted for listing on The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited (the "London Stock Exchange"), subject to official notice of issuance. The Notes are further described under "Description of Notes - Floating Rate Notes" in the accompanying Prospectus Supplement, except that to the extent the terms described below are inconsistent with such description, the terms described below shall control. PRINCIPAL AMOUNT: INTEREST ACCRUAL DATE: INTEREST PAYMENT DATES: PTE 5,000,000,000 September 1, 1995 March 1, 1996, September 1, 1996, March 1, 1997, September 1, 1997, March 1, 1998 and September 1, 1998; MATURITY DATE: INITIAL INTEREST RATE: provided that if any such day is not a September 1, 1998 To be determined on Business Day, such Interest Payment the Interest Determination Date two Date will be the following day that is a Lisbon Banking Days prior to the Issue Business Day, unless such following SETTLEMENT AND ISSUE DATE: Date Business Day is in the next succeeding September 1, 1995 calendar month, in which case such Interest Payment Date will be the INITIAL INTEREST RESET immediately preceding day that is a ISSUE PRICE: 100.05% DATE: Business Day. March 1, 1996 SPECIFIED CURRENCY: INTEREST PAYMENT PERIOD: Portuguese Escudo MAXIMUM INTEREST RATE: Semi-annually N/A BASE RATE: PTE 6 month Lisbor as INTEREST RESET PERIODS: determined on the second Lisbon MINIMUM INTEREST RATE: The period from and including an Banking Day immediately preceding an N/A Interest Reset Date to but excluding the Interest Payment Date or, in the immediately succeeding Interest Reset case of the Initial Interest Rate, Date. immediately preceding the Issue Date. INITIAL REDEMPTION DATE: (See "Other Terms"). N/A INTEREST RESET DATES: March 1, 1996, September 1, 1996, INDEX MATURITY: INITIAL REDEMPTION March 1, 1997, September 1, 1997 and 6 months PERCENTAGE: N/A March 1, 1998; provided that if any Interest Reset Date is not a Lisbon Banking Day, such Interest Reset Date SPREAD (PLUS OR MINUS): ANNUAL REDEMPTION shall be postponed to the next Plus 0.15% per annum PERCENTAGE REDUCTION: N/A succeeding Lisbon Banking Day. CALCULATION AGENT: Chemical ALTERNATE RATE EVENT OPTIONAL REPAYMENT DATE(S): Bank, N.A. SPREAD: N/A N/A PAYING AGENT: Chemical Bank, N.A. SPREAD MULTIPLIER: N/A REPORTING SERVICE: PORTUGUESE PAYING AGENT: Reuters Page LBOA Banco Espirito Santo COMMON CODE: 5948371 INDEX CURRENCY: ISIN: XS0059483718 Portuguese Escudo OTHER TERMS: TOTAL AMOUNT OF OID: None "PTE 6 month Lisbor" means the 6 month Lisbon Interbank Offered Rate that appears on Reuters Screen LBOA ORIGINAL YIELD TO MATURITY: Page at approximately 11:00 A.M., N/A Lisbon time, on each Interest Determination Date. If no such rate appears the Calculation Agent will INITIAL ACCRUAL PERIOD OID: request the principal Lisbon offices of N/A each of eight major reference banks in the Lisbon interbank market, as selected by the Calculation Agent (after DENOMINATIONS: consultation with the Company), to PTE 100,000; PTE 1,000,000; PTE provide the Calculation Agent with its 10,000,000 and PTE 50,000,000 offered quotations for loans in Portuguese Escudos for the period of the Index Maturity, commencing on the second Lisbon Banking Day immediately following such Interest Determination Date, to prime banks in the Lisbon interbank market at approximately 11:00 A.M., Lisbon time, on such Interest Determination Date and in a principal amount equal to an amount of not less than the equivalent of U.S.$1 million in Portuguese Escudos that is representative of a single transaction in Portuguese Escudos in such market at such time. If at least two such quotations are provided, PTE 6 month Lisbor will be the arithmetic mean of such quotations. If fewer than two quotations are provided, PTE 6 month Lisbor in respect of that Interest Determination Date will be the PTE 6 month Lisbor for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the rate of interest payable on the Notes for the immediately succeeding Interest Reset Period shall be the Initial Interest Rate). "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York or Lisbon and that is also a Lisbon Banking Day. "Lisbon Banking Day" means any day on which dealings in deposits in Portuguese Escudos are transacted in the Lisbon interbank market. "Interest Determination Date" with respect to any Interest Reset Date means the second Lisbon Banking Day next preceding such Interest Reset Day. Calculation of interest will be made on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed in such month.
The Company has agreed to sell to the managers (the "Managers") named below and such Managers, acting severally but not jointly, have agreed to purchase from the Company PTE 5,000,000,000 principal amount of the Notes at a purchase price of 99.85% of such principal amount. The Managers intend to resell such Notes at prevailing market prices, at prices related thereto at the time of such resale or otherwise, as determined by such Managers. Each Manager has agreed that (i) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to admission of such Notes to listing in accordance with Part IV of the Financial Services Act 1986 (the "Act"), except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 or the Act; (ii) it has complied with and will comply with all applicable provisions of the Act with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Notes, other than any document which consists of or any part of listing particulars, supplementary listing particulars or any other document required or permitted to be published by listing rules under Part IV of the Act, to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom such document may otherwise lawfully be issued or passed on. Capitalized terms not defined above have the meanings given to such terms in the accompanying Prospectus Supplement. Banco Santander de Negocios Portugal, S.A. Banco Pinto & Sotto Mayor, S.A. Caixa Geral de Depositos, S.A. Banco Nacional e Ultramarino, S.A. Banco Portugues de Investimento, S.A. Deutsche Bank de Investimento, S.A.