-----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, HIgq0qf8NkldFwYH6tvtKlrtDm9BbVdNfy6rnG5B0Tw46az0zv8MpIxdO1TO4PUI SqkADBSjLbrszw5YnlD/mQ== 0000950103-96-000869.txt : 19960514 0000950103-96-000869.hdr.sgml : 19960514 ACCESSION NUMBER: 0000950103-96-000869 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960513 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960513 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09085 FILM NUMBER: 96561168 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): May 9, 1996 MORGAN STANLEY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 1-9085 13-2838811 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 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 7(c). Exhibits -------- 8.9 Tax Opinion of Davis Polk & Wardwell, dated April 22, 1996, relating to the registrant's Exchangeable Notes due April 30, 2002, exchangeable for shares of common stock of the Federal National Mortgage Association and shares of common stock of the Student Loan Marketing Association, as described in Pricing Supplement No. 71 dated March 15, 1996 to the Prospectus Supplement dated March 29, 1995 and the Prospectus dated March 29, 1995 related to Registration Statement No. 33-57833. 8.10 Tax Opinion of Davis Polk & Wardwell, dated May 6, 1996, relating to the registrant's Senior Fixed Rate Notes due May 7, 2001, as described in Pricing Supplement No. 72 dated May 6, 1996 to the Prospectus Supplement dated March 29, 1995 and the Prospectus dated March 29, 1995 related to Registration Statement No. 33-57833. 8.11 Tax Opinion of Davis Polk & Wardwell, dated May 6, 1996, relating to the registrant's Senior Fixed Rate Notes due May 15, 2001, as described in Pricing Supplement No. 74 dated May 6, 1996 to the Prospectus Supplement dated March 29, 1995 and the Prospectus dated March 29, 1995 related to Registration Statement No. 33-57833. 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: May 9, 1996 Index to Exhibits Exhibit No. Description - ---------- ----------- 8.9 Tax Opinion of Davis Polk & Wardwell, dated April 22, 1996, relating to the registrant's Exchangeable Notes due April 30, 2002, exchangeable for shares of common stock of the Federal National Mortgage Association and shares of common stock of the Student Loan Marketing Association, as described in Pricing Supplement No. 71 dated March 15, 1996 to the Prospectus Supplement dated March 29, 1995 and the Prospectus dated March 29, 1995 related to Registration Statement No. 33-57833. 8.10 Tax Opinion of Davis Polk & Wardwell, dated May 6, 1996, relating to the registrant's Senior FixedRate Notes due May 7, 2001, as described in Pricing Supplement No. 72 dated May 6, 1996 to the Prospectus Supplement dated March 29, 1995 and the Prospectus dated March 29, 1995 related to Registration Statement No. 33-57833. 8.11 Tax Opinion of Davis Polk & Wardwell, dated May 6, 1996, relating to the registrant's Senior Fixed Rate Notes due May 15, 2001, as described in Pricing Supplement No. 74 dated May 6, 1996 to the Prospectus Supplement dated March 29, 1995 and the Prospectus dated March 29, 1995 related to Registration Statement No. 33-57833. EX-8.9 2 Exhibit 8.9 DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (212) 450-4571 April 22, 1996 Morgan Stanley Group Inc. 1585 Broadway New York, NY 10036 Re: Morgan Stanley Group Inc. Exchangeable Notes Due April 30, 2002 ------------------------------------- Dear Sirs: We have acted as special tax counsel for you in connection with the issuance of your $26,000,000 aggregate principal amount Exchangeable Notes (the "Notes") due April 30, 2002, exchangeable for shares of common stock of the Federal National Mortgage Association and shares of common stock of the Student Loan Marketing Association (collectively, the "Basket Stocks" and each individually a "Basket Stock"). In our opinion, the discussion set forth below is a summary of the material U.S. federal income tax considerations that are generally relevant to holders of the Notes. The summary is based on tax laws in effect as of the date hereof, which are subject to change by legislative, judicial or regulatory action that in some cases may have retroactive effect. This summary does not address all of the tax considerations that may be relevant to a holder in light of such holder's particular circumstances. In particular, this summary addresses only persons who hold Notes as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986 (the "Code"), and does not deal with persons subject to special rules, such as foreign persons, certain financial institutions, insurance companies, dealers in options or securities or purchasers holding Notes as a part of a hedging transaction or straddle or as part of a "synthetic security" or other integrated investments. This summary also does not deal with holders other than initial holders of the Notes who purchase Notes at the Issue Price. Because of the absence of authority on point, there are substantial uncertainties regarding the U.S. federal income tax consequences of an investment in the Notes. As used herein, the term "United States Holder" means a holder of a Note that is (i) a United States citizen or a resident of the United States for U.S. federal income tax purposes, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or of any political subdivision thereof, (iii) an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a person otherwise subject to U.S. federal income taxation on a net income basis in respect of such holder's ownership of the Notes. The Notes will be treated as debt for United States federal income tax purposes. Although proposed Treasury regulations addressing the treatment of contingent debt instruments were issued on December 15, 1994, such regulations, which generally would require current accrual of contingent amounts and would affect the character of gain on the sale, exchange or retirement of a Note, by their terms apply only to debt instruments issued on or after the 60th day after the regulations are finalized. Under general United States federal income tax principles, upon exercise of the Exchange Right or upon payment pursuant to the Company Exchange Right, a United States Holder will recognize gain or loss equal to the difference between the amount realized (which, if the Company delivers Basket Stocks, will be the fair market value of such stock at the time of the exchange, plus any cash received in lieu of fractional shares) on the exchange and such Holder's tax basis in the Note. A United States Holder receiving any of the Basket Stocks will have a basis in such Basket Stock equal to its fair market value at the time of the exchange and a holding period in such stock beginning the day after the date of the exchange. With respect to accrual basis taxpayers receiving the Call Price in cash pursuant to the Company Exchange Right, such accrual basis taxpayers may recognize gain or loss at the time the Notice is received rather than at the time of payment. Any loss recognized on any exchange will be treated as capital loss. It is unclear, however, under existing law whether gain recognized on any exchange will be treated as ordinary or capital in character. Prospective investors should consult their tax advisors regarding the character of gain recognized upon exercise of the Exchange Right or the Company Exchange Right. United States Holders that have acquired debt instruments similar to the Notes and have accounted for such debt instruments under proposed, but subsequently withdrawn, Treasury regulation Section 1.1275-4 may be deemed to have established a method of accounting that must be followed with respect to the Notes, unless consent of the Commissioner of the Internal Revenue Service is obtained to change such method. Absent such consent, such a Holder would be required to account for the Note in the manner prescribed in withdrawn Treasury regulation Section 1.1275-4. The Internal Revenue Service, however, would not be required to accept such method as correct. Any gain or loss recognized on the sale or other taxable disposition (other than pursuant to the Exchange Right or the Company Exchange Right or upon maturity of the Notes) of a Note will be treated as capital in character. There can be no assurance that the ultimate tax treatment of the Notes would not differ significantly from the description herein. Prospective investors are urged to consult their tax advisors as to the possible consequences of holding the Notes. Certain noncorporate United States Holders may be subject to backup withholding at a rate of 31% on payments (whether in cash or by delivery of the Basket Stocks) of principal, premium and interest (including original issue discount, if any) on, and the proceeds of disposition of, a Note. Backup withholding will apply only if the Holder (i) fails to furnish its Taxpayer Identification Number ("TIN") which, for an individual, would be his Social Security number, (ii) furnishes an incorrect TIN, (iii) is notified by the Internal Revenue Service that it has failed to properly report payments of interest and dividends or (iv) under certain circumstances, fails to certify, under penalty of perjury, that it has furnished a correct TIN and has not been notified by the Internal Revenue Service that it is subject to backup withholding for failure to report interest and dividend payments. United States Holders should consult their tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption if applicable. The amount of any backup withholding from a payment to a United States Holder will be allowed as a credit against such Holder's United States federal income tax liability and may entitle such Holder to a refund, provided that the required information is furnished to the Internal Revenue Service. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement relating to the offering of the Notes. We also consent to the use of our name under the caption "United States Federal Taxation" in the pricing supplement relating to the Notes (the "Pricing Supplement"). Capitalized terms appearing herein and not defined have the meanings assigned to such terms in the Pricing Supplement. Very truly yours, EX-8.10 3 Exhibit 8.10 DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (212) 450-4571 May 6, 1996 Morgan Stanley Group Inc. 1585 Broadway New York, NY 10036 Re: Morgan Stanley Group Inc. Senior Fixed Rate Notes Due May 7, 2001 --------------------------------------- Dear Sirs: We have acted as special tax counsel for you in connection with the issuance of your $25,000,000 aggregate principal amount Senior Fixed Rate Notes due May 7, 2001 (the "Notes"). In our opinion, the discussion set forth below is a summary of the material U.S. federal income tax considerations that are generally relevant to holders of the Notes. The summary is based on tax laws in effect as of the date hereof, which are subject to change by legislative, judicial or regulatory action that in some cases may have retroactive effect. This summary does not address all of the tax considerations that may be relevant to a holder in light of such holder's particular circumstances. In particular, this summary addresses only persons who hold Notes as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986 (the "Code"), and does not deal with persons subject to special rules, such as foreign persons, certain financial institutions, insurance companies, dealers in options or securities or purchasers holding Notes as a part of a hedging transaction or straddle or as part of a "synthetic security" or other integrated investments. This summary also does not deal with holders other than initial holders of the Notes who purchase Notes at the Issue Price. The Notes will be treated as debt for United States federal income tax purposes. The Notes will not be treated as bearing original issue discount for United States income tax purposes. The Notes will be issued at par. Moreover, due to the Note's call option feature, all coupon payments under the Note will be treated as qualified stated interest. Accordingly, coupon interest on the Note will be taxable to Holders as ordinary interest income at the time the interest accrues or is received in accordance with the Holder's method of accounting for United States income tax purposes. Upon the sale, exchange or retirement of a Note, a Holder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement and such Holder's adjusted tax basis in the Note. Such gain will be treated as capital in character. For these purposes, the amount realized does not include any amount attributable to accrued interest on the Note, which will be treated as ordinary in character. Prospective investors should be urged to consult their tax advisors as to the possible consequences of holding the Notes. Certain noncorporate Holders may be subject to backup withholding at a rate of 31% on payments of principal, premium and interest (including original issue discount, if any) on, and the proceeds of disposition of, a Note. Backup withholding will apply only if the Holder (i) fails to furnish its Taxpayer Identification Number ("TIN") which, for an individual, would be his Social Security number, (ii) furnishes an incorrect TIN, (iii) is notified by the Internal Revenue Service that it has failed to properly report payments of interest and dividends or (iv) under certain circumstances, fails to certify, under penalty of perjury, that it has furnished a correct TIN and has not been notified by the Internal Revenue Service that it is subject to backup withholding for failure to report interest and dividend payments. Holders should consult their tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption if applicable. The amount of any backup withholding from a payment to a Holder will be allowed as a credit against such Holder's United States federal income tax liability and may entitle such Holder to a refund, provided that the required information is furnished to the Internal Revenue Service. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement relating to the offering of the Notes. We also consent to the use of our name under the caption "United States Federal Taxation" in the pricing supplement relating to the Notes (the "Pricing Supplement"). Capitalized terms appearing herein and not defined have the meanings assigned to such terms in the Pricing Supplement. Very truly yours, EX-8.11 4 Exhibit 8.11 DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (212) 450-4571 May 6, 1996 Morgan Stanley Group Inc. 1585 Broadway New York, NY 10036 Re: Morgan Stanley Group Inc. Senior Fixed Rate Notes Due May 15, 2001 ---------------------------------------- Dear Sirs: We have acted as special tax counsel for you in connection with the issuance of your $25,000,000 aggregate principal amount Senior Fixed Rate Notes due May 15, 2001 (the "Notes"). In our opinion, the discussion set forth below is a summary of the material U.S. federal income tax considerations that are generally relevant to holders of the Notes. The summary is based on tax laws in effect as of the date hereof, which are subject to change by legislative, judicial or regulatory action that in some cases may have retroactive effect. This summary does not address all of the tax considerations that may be relevant to a holder in light of such holder's particular circumstances. In particular, this summary addresses only persons who hold Notes as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986 (the "Code"), and does not deal with persons subject to special rules, such as foreign persons, certain financial institutions, insurance companies, dealers in options or securities or purchasers holding Notes as a part of a hedging transaction or straddle or as part of a "synthetic security" or other integrated investments. This summary also does not deal with holders other than initial holders of the Notes who purchase Notes at the Issue Price. The Notes will be treated as debt for United States federal income tax purposes. The Notes will not be treated as bearing original issue discount for United States income tax purposes. The Notes will be issued at par. Moreover, due to the Note's call option feature, all coupon payments under the Note will be treated as qualified stated interest. Accordingly, coupon interest on the Note will be taxable to Holders as ordinary interest income at the time the interest accrues or is received in accordance with the Holder's method of accounting for United States income tax purposes. Upon the sale, exchange or retirement of a Note, a Holder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or retirement and such Holder's adjusted tax basis in the Note. Such gain will be treated as capital in character. For these purposes, the amount realized does not include any amount attributable to accrued interest on the Note, which will be treated as ordinary in character. Prospective investors should be urged to consult their tax advisors as to the possible consequences of holding the Notes. Certain noncorporate Holders may be subject to backup withholding at a rate of 31% on payments of principal, premium and interest (including original issue discount, if any) on, and the proceeds of disposition of, a Note. Backup withholding will apply only if the Holder (i) fails to furnish its Taxpayer Identification Number ("TIN") which, for an individual, would be his Social Security number, (ii) furnishes an incorrect TIN, (iii) is notified by the Internal Revenue Service that it has failed to properly report payments of interest and dividends or (iv) under certain circumstances, fails to certify, under penalty of perjury, that it has furnished a correct TIN and has not been notified by the Internal Revenue Service that it is subject to backup withholding for failure to report interest and dividend payments. Holders should consult their tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption if applicable. The amount of any backup withholding from a payment to a Holder will be allowed as a credit against such Holder's United States federal income tax liability and may entitle such Holder to a refund, provided that the required information is furnished to the Internal Revenue Service. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement relating to the offering of the Notes. We also consent to the use of our name under the caption "United States Federal Taxation" in the pricing supplement relating to the Notes (the "Pricing Supplement"). Capitalized terms appearing herein and not defined have the meanings assigned to such terms in the Pricing Supplement. Very truly yours, -----END PRIVACY-ENHANCED MESSAGE-----