-----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, RnBHMgMhODOQx7GOFqL55lxcG0JjjNA6tqlC5xsGQJupUbdTdGPbW/txSgWosc6H k1s8xRBKkda/TzNYL3ku/Q== 0000950103-97-000009.txt : 19970108 0000950103-97-000009.hdr.sgml : 19970108 ACCESSION NUMBER: 0000950103-97-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961226 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970107 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: 97501977 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): December 26, 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 8.22 Tax Opinion of Davis Polk & Wardwell, dated December 26, 1996, relating to the registrant's Reverse Equity Notes due September 30, 1997, as described in Pricing Supplement No. 51 dated December 13, 1996 to the Prospectus Supplement dated May 1, 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 /s/ Patricia A. Kurtz ------------------------------ Name: Patricia A. Kurtz Title: Assistant Secretary Date: January 7, 1997 Index to Exhibits Exhibit No. Description - ----------- ----------- 8.22 Tax Opinion of Davis Polk & Wardwell, dated December 26, 1996, relating to the registrant's Reverse Equity Notes due September 30, 1997, as described in Pricing Supplement No. 51 dated December 13, 1996 to the Prospectus Supplement dated May 1, 1996 and the Prospectus dated May 1, 1996 related to Registration Statement No. 333-01655. EX-8.22 2 Exhibit 8.22 DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (212) 450-4571 December 26, 1996 Morgan Stanley Group Inc. 1585 Broadway New York, NY 10036 Re: Morgan Stanley Group Inc. Reverse Equity Notes Due September 30, 1997 Dear Sirs: We have acted as special tax counsel for you in connection with the issuance of your $11,589,858.45 aggregate principal amount Reverse Equity Notes Due September 30, 1997 (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. We understand that the Company presently intends to treat the coupon payments on the Notes as ordinary income to the United States Holders. Under this treatment, the coupon payments would be taxable to United States Holders as ordinary income as such payments accrue. Under existing general United States federal income tax principles, upon retirement of the Note, a United States Holder will recognize gain or loss equal to the difference between the amount realized (other than amount attributable to accrued coupon payments) on the retirement and the Holder's tax basis in the Note. Any loss recognized on the retirement of a Note will be treated as capital loss. Although the matter is not free from doubt, any gain recognized thereon should also be treated as capital in character. An accrual basis taxpayer may be required to recognize ordinary income upon the expiration of the Calculation Period to the extent of the excess, if any, of the Repayment Price over the Issue Price, and such Holder's tax basis in the Note will be increased by the amount of any such income recognized. The distinction between capital income and ordinary income is potentially significant in several respects. For example, limitations apply to a United States Holder's ability to offset capital losses against ordinary income. Prospective investors should be urged to consult with their tax advisors regarding the character of any gain recognized on the Notes. Any gain or loss recognized on the sale or exchange of a Note prior to retirement generally will be treated as capital in character. For these purposes, the amount realized does not include any amount attributable to any accrued but unpaid coupon payments on the Note. There can be no assurance that the ultimate tax treatment of the Notes 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. Certain noncorporate United States Holders may be subject to backup withholding at a rate of 31% on payments of principal, premium and coupon payments 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, -----END PRIVACY-ENHANCED MESSAGE-----