-----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, S5bWibVNJGPaOUIyqXYexLEG8BQI1CIxb8TS6aHocdZVJ5xr1rseZ8waNDrFKmta 7iHk154uFsCmfkjto2+MfA== 0000950123-96-005342.txt : 19961003 0000950123-96-005342.hdr.sgml : 19961003 ACCESSION NUMBER: 0000950123-96-005342 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961002 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961002 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: 96638461 BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127034000 8-K 1 MORGAN STANLEY 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): October 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 (a) summarizing the financial results of Morgan Stanley Group Inc. (the "Company") for the three-month and nine-month periods ended August 31, 1996 and 1995, (b) announcing the declaration by the Company's Board of Directors of a quarterly cash dividend of 17.5 cents per common share, and (c) announcing a transition in senior management responsibilities. . ITEM 7(C). EXHIBITS 99. Press release dated October 2, 1996 (a) summarizing the financial results of the Company for the three-month and nine-month periods ended August 31, 1996 and 1995, (b) announcing the declaration by the Company's Board of Directors of a quarterly cash dividend, and (c) announcing a transition in senior management responsibilities. 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: October 2, 1996 4 Index to Exhibits Exhibit No. Description 99. Press release dated October 2, 1996 (a) summarizing the financial results of the Company for the three-month and nine-month periods ended August 31, 1996 and 1995, (b) announcing the declaration by the Company's Board of Directors of a quarterly cash dividend, and (c) announcing a transition in senior management responsibilities. EX-99 2 PRESS RELEASE DATED OCTOBER 2, 1996 1 EXHIBIT 99 [MORGAN STANLEY LETTERHEAD] News - -------------------------------------------------------------------------------- Contact: Investor Relations For Immediate Release Eileen Wallace 212/703-7368 Media Relations Jeanmarie McFadden 212/761-4059 MORGAN STANLEY GROUP INC. ANNOUNCES THIRD QUARTER EARNINGS Chairman Richard B. Fisher Announces that John J. Mack Will Become Chief Executive Officer Effective June 1, 1997; Fisher to Continue as Chairman; Mack will be President and Chief Executive Officer ------------------------------------ NEW YORK, October 2, 1996 -- Morgan Stanley Group Inc. (NYSE:MS) today announced net income for the third quarter ended August 31, 1996 of $219 million, or $1.32 per common share on a primary basis and $1.27 per share on a fully diluted basis. Net revenues (total revenue less interest expense) for the third quarter were $1,287 million. Comparable results for the quarter ended August 31, 1995 were net income of $209 million, primary and fully diluted earnings per share of $1.23 and $1.17 respectively, and net revenues of $1,151 million.* Morgan Stanley also announced that the Board has accepted the recommendation of Richard B. Fisher, Chairman since 1991, that President John J. Mack assume the additional title and responsibilities of Chief Executive Officer effective June 1, 1997. Fisher will continue as Chairman after that date, shifting his principal focus to client and external matters. "This is the expected next step in our succession plan," said Fisher. "The Board and I are confident that, under John's leadership, Morgan Stanley will build on its success as a pre-eminent global financial services firm. This step will allow me to spend more time directly with clients and ensures an orderly transition as John and the rest of the management team continue to focus their efforts -- and the talents of the entire firm - on delivering the quality service clients expect from Morgan Stanley." *In January 1996, Morgan Stanley split its stock two-for-one in the form of a 100 percent stock dividend. Prior year per share amounts have been retroactively adjusted to give effect for the split. 2 NINE MONTHS Net income for the nine months ended August 31, 1996 was $793 million, or $4.79 per share on a primary basis and $4.59 per share on a fully diluted basis. Net revenues for the period were $4,264 million. Results for the comparable nine months ended August 31, 1995 were net income of $422 million, earnings per share of $2.41 on a primary basis and $2.29 on a fully diluted basis, and net revenues of $2,955 million. OPERATIONS Following record-setting activity in the first half of fiscal 1996, less favorable market conditions prevailed in the third quarter. Nevertheless, the Firm's fiscal third quarter performance continued to reflect its diverse mix of core business -- investment banking, sales and trading, and asset management -- which produced higher revenues than the comparable prior year quarter. Investment banking revenues of $431 million for the third quarter were the third best in the Firm's history. Mergers and acquisitions activity remained robust with Morgan Stanley retaining its number one ranking in announced transactions worldwide through August 31, 1996. ** Sales and trading revenues for the third quarter were up from the comparable 1995 quarter. The slow summer months coupled with heightened inflation concerns contributed to periods of lower volatility during the quarter and to lower trading volumes than in the first two fiscal quarters of 1996. Asset management and administration revenues for the third quarter of $137 million were up substantially over the comparable quarter in fiscal 1995. This reflected the incremental revenues from Miller Anderson & Sherrerd, LLP which Morgan Stanley acquired in January of this year. The acquisition of Miller Anderson & Sherrerd, and the previously announced agreement to acquire Van Kampen American Capital, Inc., are key steps in Morgan Stanley's expansion of its asset management business. Total assets under management by Morgan Stanley Asset Management and Miller Anderson & Sherrerd have grown to approximately $102 billion. The Firm expects to close its acquisition of Van Kampen American Capital in the fourth quarter of fiscal 1996, subject to customary closing conditions. The Firm's asset management business, including Van Kampen American Capital, has pro forma assets under management of approximately $160 billion. Richard B. Fisher, Chairman, and John J. Mack, President, said in a joint statement: "We are pleased by the Firm's strong performance during the quarter despite lower levels of client activity in many of our key businesses. We believe the Firm's performance reflects our ongoing efforts to build a balanced and diversified mix of businesses and the strength of the Morgan Stanley global franchise. That strength is the result of a 61-year tradition of providing innovative financial solutions to our clients around the world. We are confident that the Firm is positively positioned to capitalize on the increasing trends in the financial services business." **Source: Securities Data Corporation 3 DIVIDEND 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 November 1, 1996 to shareholders of record on October 14, 1996. During the quarter, the Firm repurchased $42 million of its common stock, for a total of $507 million in the first three quarters of fiscal 1996. This compares to a total of $103 million in repurchased common stock for all of fiscal 1995. The Firm's remaining repurchase authorization is approximately $258 million. Total capital (stockholders' equity and long-term debt) at August 31, 1996 was $17.2 billion, including $5.5 billion of common and preferred stockholders' equity. Book value per common share was $30.78 based on quarter-end shares and share-equivalents of 153,999,832. 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 NINE MONTHS ENDED ------------------ ----------------- AUGUST 31 AUGUST 31 AUGUST 31 AUGUST 31 1996 1995 1996 1995 ------------ ------------ ------------ ------------ REVENUES: Investment banking $ 431 $ 355 $ 1,372 $ 871 Principal transactions: Trading 427 352 1,696 989 Investments 29 69 60 82 Commissions 148 130 461 372 Interest and dividends 2,144 1,899 6,023 5,501 Asset management and administration 137 96 402 275 Other -- 1 3 4 ------------ ------------ ------------ ------------ Total revenues 3,316 2,902 10,017 8,094 Interest expense 2,029 1,751 5,753 5,139 ------------ ------------ ------------ ------------ NET REVENUES 1,287 1,151 4,264 2,955 ------------ ------------ ------------ ------------ EXPENSES EXCLUDING INTEREST: Compensation and benefits 645 575 2,100 1,416 Occupancy and equipment 89 84 261 247 Brokerage, clearing and exchange fees 65 64 199 185 Communications 38 31 105 99 Business development 37 30 116 107 Professional services 58 37 153 121 Other 40 32 119 100 Relocation charge -- -- -- 59 ------------ ------------ ------------ ------------ Total expenses excluding interest 972 853 3,053 2,334 ------------ ------------ ------------ ------------ Income before income taxes 315 298 1,211 621 Provision for income taxes 96 89 418 199 ------------ ------------ ------------ ------------ NET INCOME $ 219 $ 209 $ 793 $ 422 ============ ============ ============ ============ EARNINGS APPLICABLE TO COMMON SHARES (1) $ 204 $ 192 $ 745 $ 373 ============ ============ ============ ============ Average common and common equivalent shares outstanding (1) (2) 154,034,233 157,236,918 155,305,534 155,249,074 ============ ============ ============ ============ Primary earnings per share (2) $ 1.32 $ 1.23 $ 4.79 $ 2.41 ============ ============ ============ ============ FULLY DILUTED EARNINGS PER SHARE (2) $ 1.27 $ 1.17 $ 4.59 $ 2.29 ============ ============ ============ ============
(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-----