-----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, N8i11IltBYv+BK/JkxQplcXvgwv0YmBjHW+6ef3K95M9Tdv5sA/JurXEHTpW+sRv cBar+zSvT1za1U5RQF9ypg== 0000950103-96-001060.txt : 19960819 0000950103-96-001060.hdr.sgml : 19960819 ACCESSION NUMBER: 0000950103-96-001060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960626 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960816 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: 96617119 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): August 12, 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 8.20 Tax Opinion of Davis Polk & Wardwell, dated August 12, 1996, relating to the registrant's Equity Linked Notes due December 31, 1999, as described in Pricing Supplement No. 23 dated August 5, 1996 to the Prospectus Supplement dated May 1, 1996 and the Prospectus dated May 1, 1996 related to Registration Statement No. 333-01655. 8.21 Tax Opinion of Davis Polk & Wardwell, dated August 12, 1996, relating to the registrant's Equity Linked Notes due August 12, 1997, as described in Amendment No. 1 to Pricing Supplement No. 27 dated July 19, 1996 to the Prospectus Supplement dated May 2, 1996 and the Prospectus dated May 1, 1996 related to Registration Statement No. 333-01655. 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 ----------------------------- Name: Patricia A. Kurtz Title: Assistant Secretary Date: August 16, 1996 Index to Exhibits ----------------- Exhibit No. Description - ----------- ----------- 8.20 Tax Opinion of Davis Polk & Wardwell, dated August 12, 1996, relating to the registrant's Equity Linked Notes due December 31, 1999, as described in Pricing Supplement No. 23 dated August 5, 1996 to the Prospectus Supplement dated May 1, 1996 and the Prospectus dated May 1, 1996 related to Registration Statement No. 333-01655. 8.21 Tax Opinion of Davis Polk & Wardwell, dated August 12, 1996, relating to the registrant's Equity Linked Notes due August 12, 1997, as described in Amendment No. 1 to Pricing Supplement No. 27 dated July 19, 1996 to the Prospectus Supplement dated May 2, 1996 and the Prospectus dated May 1, 1996 related to Registration Statement No. 333-01655. EX-8.20 2 Exhibit 8.20 DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (212) 450-4571 August 12, 1996 Morgan Stanley Group Inc. 1585 Broadway New York, NY 10036 Re: Morgan Stanley Group Inc. Equity Linked Notes Due December 31, 1999 ----------------------------------------- Dear Sirs: We have acted as special tax counsel for you in connection with the issuance of your $17,375,000 aggregate principal amount Equity Linked Notes Due December 31, 1999 (the "Notes"), which are issued on August 12, 1996. 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. Although 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 August 13, 1996. Under existing general United States federal income tax principles, a United States Holder will not be required to include as income any increase in value of a Note attributable to the Supplemental Payment Amount feature before its sale, exchange, or the Determination Date. It is unclear under existing law whether the payment of the Supplemental Payment Amount, if any, will be treated as ordinary or capital in character. We understand that subject to further guidance from the Internal Revenue Service, the Company intends to treat such gain as interest income and to report such amount accordingly. Prospective investors should be urged to consult their tax advisors regarding the character of any such gain. United States Holders that have acquired debt instruments that are similar to the Notes and have accounted for such debt instruments in a consistent manner (including under proposed, but subsequently withdrawn, Treasury regulations) may be deemed to have established a method of tax accounting. In such instance, the United States Holder would be required to apply such method of tax accounting to the Notes, unless consent of the Commissioner of the Internal Revenue Service is obtained to change such method. Any gain or loss recognized on the sale or exchange of a Note prior to maturity will be treated as capital in character. Certain noncorporate United States 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. 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. There can be no assurance that the ultimate tax treatment of the Note would not differ significantly from the description herein. Prospective investors should be urged to consult their tax advisors as to the possible consequences of holding the Notes. 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-8.21 3 Exhibit 8.21 DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (212) 450-4571 August 12, 1996 Morgan Stanley Group Inc. 1585 Broadway New York, NY 10036 Re: Morgan Stanley Group Inc. Equity Linked Notes Due August 12, 1997 Dear Sirs: We have acted as special tax counsel for you in connection with the issuance of your $2,500,000 aggregate principal amount Equity Linked Notes Due August 12, 1997 (the "Notes"), which are issued on August 12, 1996. In our opinion, the discussion set forth below is a summary of the material U.S. federal income and estate 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 does not deal with persons subject to special rules, such as persons other than Foreign Holders, nonresident alien individuals that have lost United States citizenship or that have ceased to be treated as resident aliens, corporations that are treated as foreign or domestic personal holding companies, controlled foreign corporations, or passive foreign investment companies and Foreign Holders that are owned or controlled by persons subject to United States income tax. This summary also does not deal with holders other than initial holders of the Notes who purchase Notes at the Issue Price. Persons considering the purchase of the Notes should consult with their own tax advisors with regard to the application of the United States federal income and estate tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign tax jurisdiction. The Notes will be treated as debt of the Company for United States federal income tax purposes. Accordingly, a Foreign Holder will generally not be subject to United States federal income taxes, including withholding taxes, on the payments of the Par and the Supplemental Redemption Amount, if any, on a Note, or any gain arising from the sale or disposition of a Note, provided that (i) any such income is not effectively connected with the conduct of a trade or business within the United States, (ii) such Foreign Holder is not a person who owns (directly or by attribution) ten percent or more of the total combined voting power of all classes of stock of the Company, (iii) the Foreign Holder (if an individual) is not present in the United States 183 days or more during the taxable year of the disposition, and (iv) the Foreign Holder does not have a "tax home" (as defined in section 911(d)(3) of the Code) or an office or other fixed place of business in the United States. The 31% "backup" withholding and information reporting requirements will generally not apply to the payments by the Company or its agents of the Par and the Supplemental Redemption Amount, if any, and to proceeds of the sale or redemption of a Note before maturity, with respect to a Foreign Holder. Any amounts withheld from a payment to a Foreign Holder under the backup withholding rules 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 United States Internal Revenue Service (the "Service"). A Note held by an individual who at the time of his death is not a citizen or domiciliary of the United States will not be subject to United States federal estate tax as a result of such individual's death, provided that (i) interest paid to such individual on such Note would not be effectively connected with the conduct by such individual of a trade or business within the United States and (ii) such individual is not a person who owns (directly or by attribution) ten percent or more of the total combined voting power of all classes of stock of the Company. Prospective investors should be urged to consult their tax advisors as to the possible consequences of holding the Notes. 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-----