-----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, HPVlr0hZ6dOTiGjRnmUBRZ6525PG8ayb9DbqghGz4KybRKjG12oyxe7DDnjDVAZT Nml0Cotp4yMEo0liFkr8nQ== 0000950123-96-003421.txt : 19960703 0000950123-96-003421.hdr.sgml : 19960703 ACCESSION NUMBER: 0000950123-96-003421 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960702 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960702 SROS: NYSE 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: 96590243 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127034000 8-K 1 FORM 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): July 2, 1996 MORGAN STANLEY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 1-9085 13-2838811 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification Number)
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 =============================================================================== 2 ITEM 5. OTHER EVENTS Attached and incorporated herein by reference as Exhibit 99 is a press release summarizing the financial results of Morgan Stanley Group Inc. (the "Company") for the three-month and six-month periods ended May 31, 1996 and May 31, 1995, and announcing the declaration by the Company's Board of Directors of a quarterly cash dividend of 17.5 cents per common share. ITEM 7(c). EXHIBITS 99. Press release dated July 2, 1996 summarizing the financial results of the Company for the three-month and six-month periods ended May 31, 1996 and May 31, 1995, and announcing the declaration by the Company's Board of Directors of a quarterly cash dividend. 3 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/Ralph L. Pellecchio ----------------------- Ralph L. Pellecchio Assistant Secretary Date: July 2, 1996 4 Index to Exhibits Exhibit No. Description ----------- ----------- 99. Press release dated July 2, 1996 summarizing the financial results of the Company for the three-month and six-month periods ended May 31, 1996 and May 31, 1995, and announcing the declaration by the Company's Board of Directors of a quarterly cash dividend. EX-99 2 PRESS RELEASE 1 EXHIBIT 99 FOR IMMEDIATE RELEASE Contact: Eileen Wallace, Investor Relations 212/703-7368 Jeanmarie McFadden, Media Relations 212/761-4059 MORGAN STANLEY GROUP INC. ANNOUNCES SECOND QUARTER EARNINGS NEW YORK, July 2, 1996 -- Morgan Stanley Group Inc. (NYSE:MS) today announced net income of $301 million, or $1.83 per common share on a primary basis, for the second quarter ended May 31, 1996. Net income was 81% higher than the $166 million, or $0.95 per common share on a primary basis, earned in the quarter ended May 31, 1995(1). Net revenues (total revenues less interest expense) for the second quarter were $1,528 million, up 51% over the comparable quarter in 1995. Fully diluted earnings per share were $1.75 and $0.91 for the quarters ended May 31, 1996 and 1995, respectively. Net income for the six months ended May 31, 1996 was $574 million, or $3.48 per share on a primary basis, and $3.32 on a fully diluted basis. Net revenues for the period were $2,977 million. Comparable results for the six months ended May 31, 1995 were net revenues of $1,804, net income of $213 million, primary earnings per share of $1.17 and fully diluted earnings per share of $1.11. Investment banking achieved record quarterly revenues of $542 million, surpassing the previous record of $503 million earned in the quarter ended November 30, 1995. The Firm's strong franchise in mergers and acquisitions and underwriting enabled the Firm to maintain its number-one ranking in announced mergers and acquisitions and in worldwide equity and equity-related new issues(2). Equity underwriting was especially strong with - ----------------- (1)In January 1996, Morgan Stanley split its stock two-for-one in the form of a 100 percent stock dividend. Past per share amounts have been adjusted for the effect of the split. (2)Source: Securities Data Corporation, data from January 1, 1996 through May 31, 1996. 2 2 the Firm managing some of the quarter's largest transactions, including Lucent Technologies ($3 billion), Scania ($2.7 billion), and Gucci ($1.3 billion). Sales and trading results were higher than in the comparable quarter in 1995, although down slightly from the record levels in the first quarter of 1996. Equity revenues grew in the quarter as a result of high levels of trading activity, especially in the US markets, and strong demand for equity products. Fixed income results were down from record first quarter levels as lower market volatility and lighter customer trading volume affected key markets around the world. Asset management revenues were up sharply over the comparable quarter in 1995 reflecting in part the merger of Miller Anderson & Sherrerd, LLP and Morgan Stanley Asset Management in January, 1996. Total assets under management at the end of the second quarter were approximately $100 billion. The Firm recently announced an agreement to acquire Van Kampen American Capital, Inc., a predominately retail asset manager with $57 billion in assets under management or supervision, in a further step to expand its presence in this business. The acquisition is expected to close by November 30, 1996. Richard B. Fisher, chairman, and John J. Mack, president, said in a joint statement: "We are obviously pleased with the continued strong performance of the Firm. We believe our competitive position has never been better. Our commitment to building the leading global financial services franchise is increasingly evident in the global scale and diverse mix of our businesses. We believe that our recently announced agreement to acquire Van Kampen American Capital will further enhance our competitive position. Van Kampen American Capital will, for the first time, provide us with a strong platform to enter the US retail asset management market. This rapidly growing segment of asset management is one in which we have not had a significant presence. We believe the combination of Morgan Stanley Asset Management's and Miller Anderson's institutional asset management capabilities 3 3 with Van Kampen American Capital's retail business will greatly enhance our presence in global asset management." The Firm also announced the declaration by its board of directors of a quarterly dividend of 17.5 cents per common share. The dividend is payable on July 31, 1996 to holders of record on July 15, 1996. During the quarter, the Firm repurchased $115 million of its common stock bringing the total amount of stock repurchased through May 31, 1996 to $465 million. The Firm repurchased $103 million of its common stock in fiscal 1995. The Firm's remaining repurchase authorization is approximately $298 million. Total capital (stockholder's equity and long-term debt) at May 31, 1996 was $16.6 billion, including $5.3 billion of common and preferred stockholders' equity. Book value per common share was $29.73, based on quarter-end shares and share-equivalents of 154,281,136. Morgan Stanley Group Inc. is a global financial services firm with offices in New York, London, Tokyo and other principal financial centers around the world. --Table Follows-- 4 Morgan Stanley Group Inc. Consolidated Statement of Income (Unaudited) (In millions, except share data)
THREE MONTHS ENDED SIX MONTHS ENDED --------------------------------- ------------------------------- MAY 31 MAY 31 MAY 31 MAY 31 1996 1995 1996 1995 -------------- --------------- ------------- ------------- Revenues: Investment banking $542 $273 $941 $516 Principal transactions: Trading 565 438 1,269 637 Investments 38 (6) 31 13 Commissions 159 131 313 242 Interest and dividends 1,946 1,742 3,879 3,602 Asset management and administration 143 88 265 179 Other - 1 3 3 -------------- --------------- ------------- ------------- Total revenues 3,393 2,667 6,701 5,192 Interest expense 1,865 1,656 3,724 3,388 -------------- --------------- ------------- ------------- Net revenues 1,528 1,011 2,977 1,804 -------------- --------------- ------------- ------------- Expenses excluding interest: Compensation and benefits 750 475 1,455 841 Occupancy and equipment 86 80 172 163 Brokerage, clearing and exchange fees 68 66 134 121 Communications 34 34 67 68 Business development 42 34 79 77 Professional services 53 40 95 84 Other 39 31 79 68 Relocation charge - - - 59 -------------- --------------- ------------- ------------- Total expenses excluding interest 1,072 760 2,081 1,481 -------------- --------------- ------------- ------------- Income before income taxes 456 251 896 323 Provision for income taxes 155 85 322 110 -------------- --------------- ------------- ------------- Net income $301 $166 $574 $213 ============== =============== ============= ============= Earnings applicable to common shares (1) $284 $150 $541 $181 ============== =============== ============= ============= Average common and common equivalent shares outstanding (1) (2) 155,143,633 157,595,614 155,652,016 155,513,120 ============== =============== ============= ============= Primary earnings per share (2) $1.83 $0.95 $3.48 $1.17 ============== =============== ============= ============= Fully diluted earnings per share (2) $1.75 $0.91 $3.32 $1.11 ============== =============== ============= =============
(1) For primary earnings per share. (2) 1995 share and per share amounts have been retroactively adjusted to give effect for the 2-for-1 common stock split which became effective in January 1996. -----END PRIVACY-ENHANCED MESSAGE-----