-----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, M18a41e/LqsKqzLVClCX638JrUzLSuU6OUa4MxPp0Z1lF0iu/HsFCcpZOlS86waV fKtMjf/rlCDeb55tx4PQcg== 0000950123-96-001356.txt : 19960328 0000950123-96-001356.hdr.sgml : 19960328 ACCESSION NUMBER: 0000950123-96-001356 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960327 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960327 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: 96539301 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): March 27, 1996 MORGAN STANLEY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 1-9085 13-2838811 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification incorporation or Number) organization) 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 months ended February 29, 1996 and January 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 and the authorization by the Company's Board of Directors of the purchase, subject to market and other conditions, of an additional $150 million of the Company's Common Stock. ITEM 7(C). EXHIBITS 99. Press release dated March 27, 1996 summarizing the financial results of the Company for the three months ended February 29, 1996 and January 31, 1995, and announcing the declaration by the Company's Board of Directors of a quarterly cash dividend and the authorization by the Company's Board of Directors of the purchase, subject to market and other conditions, of an additional $150 million of the Company's Common Stock. 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/Patricia A. Kurtz -------------------- Patricia A. Kurtz Assistant Secretary Date: March 27, 1996 4 Index to Exhibits Exhibit No. Description - ----------- ----------- 99. Press release dated March 27, 1996 summarizing the financial results of the Company for the three months ended February 29, 1996 and January 31, 1995, and announcing the declaration by the Company's Board of Directors of a quarterly cash dividend and the authorization by the Company's Board of Directors of the purchase, subject to market and other conditions, of an additional $150 million of the Company's Common Stock. 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 RECORD QUARTERLY EARNINGS NEW YORK, March 27, 1996 -- Morgan Stanley Group Inc. (NYSE:MS) today announced financial results for the quarter ended February 29, 1996. Net income for the quarter ended February 29, 1996 was $273 million, or $1.64 per common share on a primary basis. The first quarter performance compares to net income of $78 million, or 40 cents per common share on a primary basis, for the fourth quarter of fiscal 1994(1). The fourth quarter of 1994 net income excludes a non-recurring charge of $39 million or 25 cents per primary common share. Net revenues (total revenues less interest expense) for the first quarter were $1,449 million versus $790 million for the fourth quarter of 1994. Fully diluted earnings per common share were $1.57 for the first quarter of fiscal 1996 versus 39 cents, excluding the non-recurring charge, for the fourth quarter of fiscal 1994. Revenues remained strong in the Firm's three lines of business: investment banking, sales and trading, and asset management. Investment banking revenues increased over the fourth quarter of fiscal 1994 as both debt and equity underwriting, and mergers and acquisitions activity remained brisk. Sales and trading revenues benefited from a strong market environment which triggered larger global capital flows, higher customer trading volumes and increased market volatility. These effects all contributed to markedly improved sales and trading revenues, especially in fixed income, equity and commodities markets. Asset management revenues grew, _______________________________ 1 Due to Morgan Stanley's change in fiscal year-end from January to November in 1995, the fourth quarter of fiscal 1994, which ended on January 31 1995, is the comparable quarterly period. 2 reflecting the completion of the Miller Anderson & Sherrerd merger in early January. The Firm's asset management division now has approximately $96 billion of assets under management, including private equity funds. Richard B. Fisher, chairman, and John J. Mack, president, said in a joint statement: "The Firm's record performance in the first quarter reflected the balanced mix of our global businesses. Our sales and trading businesses, especially equity, fixed income and commodities, had a robust quarter. Investment banking revenues remained strong, although lower than the record highs in the fourth quarter of fiscal 1995. We were also pleased to have completed the combination of Miller Anderson & Sherrerd with Morgan Stanley Asset Management during the quarter. The combined operations significantly expanded the scale and product offerings of our asset management business." The Company 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 April 26, 1996 to holders of record on April 8, 1996. During the quarter, the Company repurchased $350 million of its common stock compared to $103 million in all of fiscal 1995. The board of directors also authorized the purchase, subject to market conditions and certain other factors, of an additional $150 million of the Company's common stock. The Company's unused stock repurchase authorization, taking into account the new $150 million authorization, is approximately $413 million. Total capital (stockholder's equity and long-term debt) at February 29, 1996 was $15.9 billion, including $5.2 billion of common and preferred stockholders' equity. Book value per common share was $28.34, based on quarter-end shares and share-equivalents of 156,200,591. 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-- 3 Morgan Stanley Group Inc. Consolidated Statement of Income (Unaudited) (In millions, except share data) THREE MONTHS ENDED --------------------------- FEB 29 JAN 31 1996 1995 ------------ ------------ Revenues: Investment banking $399 $258 Principal transactions: Trading 704 249 Investments (7) 24 Commissions 154 114 Interest and dividends 1,933 1,606 Asset management and administration 122 85 Other 3 1 ------------ ------------ Total revenues 3,308 2,337 Interest expense 1,859 1,547 ------------ ------------ Net revenues 1,449 790 ------------ ------------ Expenses excluding interest: Compensation and benefits 705 373 Occupancy and equipment 86 82 Brokerage, clearing and exchange fees 66 57 Communications 33 34 Business development 37 44 Professional services 42 43 Other 40 40 Relocation charge - 59 ------------ ------------ Total expenses excluding interest 1,009 732 ------------ ------------ Income before income taxes 440 58 Provision for income taxes 167 19 ------------ ------------ Net income $273 $39 ------------ ------------ ------------ ------------ Earnings applicable to common shares (1) $257 $23 ------------ ------------ ------------ ------------ Average common and common equivalent shares outstanding (1) (2) 156,549,243 155,068,008 ------------ ------------ ------------ ------------ Primary earnings per share (2) $1.64 $0.15 ------------ ------------ ------------ ------------ Fully diluted earnings per share (2) $1.57 $0.15 ------------ ------------ ------------ ------------ (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-----