-----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, VN4XqfRg0wxX+Vk9N719glbChLMw5NiJobA14tu3WzmqlGSgNpiGFfIZLdoYnQG3 onlch4WCk1r8Z0q3B/JeuA== 0000950123-97-002612.txt : 19970328 0000950123-97-002612.hdr.sgml : 19970328 ACCESSION NUMBER: 0000950123-97-002612 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970327 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970327 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: 97565411 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, 1997 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 (1) summarizing the financial results of Morgan Stanley Group Inc. (the "Company") for the three months ended February 28, 1997 and February 29, 1996, (2) announcing the declaration by the Company's Board of Directors of a quarterly cash dividend of 20 cents per common share and (3) announcing the formal recision by the Board of Directors of the Company's existing stock repurchase authorization. Item 7(c). Exhibits 99. Press release dated March 27, 1997 (1) summarizing the financial results of the Company for the three months ended February 28, 1997 and February 29, 1996, (2) announcing the declaration by the Company's Board of Directors of a quarterly cash dividend of 20 cents per common share and (3) announcing the formal recision by the Board of Directors of the Company's existing stock repurchase authorization. . 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: March 27, 1997 4 Index to Exhibits Exhibit No. Description 99 Press release dated March 27, 1997 (1) summarizing the financial results of the Company for the three months ended February 28, 1997 and February 29, 1996, (2) announcing the declaration by the Company's Board of Directors of a quarterly cash dividend of 20 cents per common share and (3) announcing the formal recision by the Board of Directors of the Company's existing stock repurchase authorization. EX-99 2 PRESS RELEASE 3/27/97 1 Exhibit 99 FOR IMMEDIATE RELEASE Contact: Investor Relations Eileen Wallace John Andrews 212-762-7368 212-762-8131 Media Relations John Diat Jeanmarie McFadden 212-761-6403 212-761-4059 MORGAN STANLEY GROUP INC. ANNOUNCES RECORD QUARTERLY EARNINGS NEW YORK, March 27, 1997 -- Morgan Stanley Group Inc. (NYSE:MS) today announced record net income of $316 million, or $1.88 per common share on a primary basis and $1.80 per common share on a fully diluted basis, for the first quarter ended February 28, 1997. Net income for the quarter was 16% above the $273 million, or $1.64 per share on a primary basis and $1.57 per share on a fully diluted basis, earned in the first quarter of fiscal 1996. Net revenues (total revenues less interest expense) for the first quarter of fiscal 1997 were a record $1,794 million compared with $1,449 million earned in the first quarter of fiscal 1996. The after-tax return on equity for the first quarter of fiscal 1997 was 21.8%. Earnings for the first quarter excluding the amortization of goodwill associated with the Company's acquisitions during fiscal 1996 of Miller Anderson & Sherrerd, LLP and Van Kampen American Capital, Inc. were $1.93 per share on a primary basis, and $1.85 on a fully diluted basis. The after-tax return on equity excluding the amortization of goodwill was 22.4%. The Company's two businesses, securities and asset management, both posted strong revenues in the quarter. Within the Company's securities business, investment banking revenues of $442 million were 11% higher than the first quarter of fiscal 1996 as a result 2 of continued strong activity in mergers and acquisitions and underwriting transactions, particularly in investment grade debt. Sales and trading revenues (combined trading, commissions and net interest) of $1,018 million for the first quarter were up 9% over the strong first quarter of fiscal 1996. The low inflationary environment, heightened levels of market volatility, and increased investor trading activity contributed to record revenues in the Company's fixed income and foreign exchange businesses, and near-record revenues in equity and commodities trading. Asset management revenues of $278 million were 128% above those earned in the first quarter of 1996. First quarter results reflect growth in assets under management and administration and the first full quarter of revenues from Van Kampen American Capital, Inc. which the Company acquired on October 31, 1996. The Company now has approximately $328 billion of assets under management and administration. Of this, approximately $176 billion was under management or supervision by the Company's asset management business, and approximately $152 billion was under administration by the Company's global custody business. Richard B. Fisher, chairman, and John J. Mack, president, said in a joint statement: "We believe the Firm's strong quarterly results reflect not only the favorable operating environment, but also the strength and breadth of Morgan Stanley's businesses and global franchise. We were particularly pleased with the record achievements in fixed income, foreign exchange and asset management as well as the very strong performance in equities, commodities and investment banking. This past quarter has been historic for Morgan Stanley, not only because of our record earnings, but also because of our announced agreement to merge with Dean Witter Discover." The Company also announced the declaration by its board of directors of a quarterly dividend of 20 cents per common share. The dividend is payable on April 25, 1997 to holders of record on April 4, 1997. During the quarter, the Company repurchased $62 million of its common stock. The Company ceased open market repurchases of its common stock upon announcement of the merger agreement with Dean Witter, Discover & 3 Co. on February 5, 1997. At the time of the merger announcement, the Company's unused stock repurchase authorization was approximately $593 million. In light of the merger announcement, the Company's board of directors has now formally rescinded this stock repurchase authorization. Total capital (stockholder's equity and long-term debt) at February 28, 1997 was $21.3 billion, including $6.5 billion of common and preferred stockholders' equity. Book value per common share was $34.76, based on quarter-end shares and share-equivalents of 160,254,883. 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 --------------------------------------------- FEB 28 FEB 29 1997 1996 -------------------- --------------------- Revenues: Investment banking $442 $399 Principal transactions: Trading 751 704 Investments 56 (7) Commissions 182 154 Interest and dividends 2,367 1,933 Asset management and administration 278 122 Other - 3 -------------------- --------------------- Total revenues 4,076 3,308 Interest expense 2,282 1,859 -------------------- --------------------- Net revenues 1,794 1,449 -------------------- --------------------- Expenses excluding interest: Compensation and benefits 879 705 Occupancy and equipment 100 86 Brokerage, clearing and exchange fees 84 66 Communications 40 33 Business development 59 37 Professional services 60 42 Other 62 40 -------------------- --------------------- Total expenses excluding interest 1,284 1,009 -------------------- --------------------- Income before income taxes 510 440 Provision for income taxes 194 167 -------------------- --------------------- Net income $316 $273 ==================== ===================== Earnings applicable to common shares (1) $297 $257 ==================== ===================== Average common and common equivalent shares outstanding (1) 158,307,567 156,549,243 ==================== ===================== Primary earnings per share $1.88 $1.64 ==================== ===================== Fully diluted earnings per share $1.80 $1.57 ==================== ===================== (1) For primary earnings per share.
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