PROSPECTUS Dated February 9, 1994 Amendment No. 1 to Pricing Supplement
PROSPECTUS SUPPLEMENT No. 35 dated February 13, 1995 to
Dated February 9, 1994 Registration Statement No. 33-52007;
Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Redeemable Senior Notes Due October 15, 1998
The Global Medium-Term Notes, Series D (Euro Floating Rate Senior Bearer Notes
Due October 15, 1998) described in this Pricing Supplement (the "Notes") will
mature on the Maturity Date. The Notes will be redeemable at the option of
Morgan Stanley Group Inc. on October 15, 1995 in accordance with the
procedures set forth under "Description of Notes -- Optional Redemption" in
the accompanying Prospectus Supplement and under the circumstances described
under "Description of Notes - Tax Redemption" in the accompanying Prospectus
Supplement.
The Notes will be issued only in bearer form, which form is further described
under "Description of Notes - Forms, Denominations, Exchange and Transfer" in
the accompanying Prospectus Supplement. Notwithstanding the accompanying
Prospectus Supplement, however, interests in the permanent global Bearer Note
may be exchanged only in whole, and not in part, for definitive Bearer Notes,
and Notes in bearer form will be exchangeable at any time for Notes in
registered form at the option of the holder.
PRINCIPAL AMOUNT: INTEREST ACCRUAL DATE: INTEREST PAYMENT DATES:
US $15,000,000 January 15, 1995 Each January 15, April 15,
July 15 and October 15, or
if such day is not a
MATURITY DATE: INITIAL INTEREST RATE: Business Day, the next
October 15, 1998 6.05% succeeding Business Day
SETTLEMENT DATE: INITIAL INTEREST RESET INTEREST PAYMENT PERIOD:
February 21, 1995 DATE: October 15, 1995 Quarterly
ISSUE PRICE: 84.75% MAXIMUM INTEREST RATE: INTEREST RESET PERIOD:
10% After the Initial Interest
Reset Period, quarterly
SPECIFIED CURRENCY:
United States Dollars MINIMUM INTEREST RATE:
0% INTEREST RESET DATES:
Each October 15, January
BASE RATE: N/A 15, April 15 and July 15,
INITIAL REDEMPTION whether or not such day is
DATE: October 15, 1995 a Business Day
INDEX MATURITY: (and on no other date)
Quarterly
OTHER PROVISIONS:
SPREAD INITIAL REDEMPTION The Notes shall bear
(PLUS OR MINUS): PERCENTAGE: 100% interest at the Initial
N/A plus accrued interest Interest Rate; provided,
however, that for the
ALTERNATE RATE EVENT period (if any) from the
SPREAD: N/A ANNUAL REDEMPTION Initial Interest Reset
PERCENTAGE REDUCTION: Date until the Maturity
N/A Date (i) the Notes shall
SPREAD MULTIPLIER: bear interest at a rate
N/A equal to ten percent (10%)
OPTIONAL REPAYMENT less the Reference Rate
COMMON CODE: 005606586 DATE(S): N/A (based on the Index
ISIN: XS0056065864 Maturity) and shall be
reset as of each Interest
Reset Date; and (ii) the
interest rate per annum
CALCULATION AGENT: shall not be less than the
Chemical Bank Minimum Interest Rate nor
greater than the Maximum
Interest Rate. Interest on
LIBOR CURRENCY: the Notes shall be computed
N/A on the basis of a 360-day
year of twelve 30-day
months.
TOTAL AMOUNT OF OID:
None "Reference Rate" means
LIBOR, determined as
described under
ORIGINAL YIELD TO "Description of Notes --
MATURITY: N/A Floating Rate Notes --
LIBOR Notes" in the
Prospectus Supplement,
INITIAL ACCRUAL PERIOD except that LIBOR Currency
OID: N/A shall be deemed to refer to
the Reference Rate Currency
(as defined below),
MINIMUM multiplied by the actual
DENOMINATIONS: number of days in the
US $100,000 Interest Reset Period
divided by 90.
The "Reference Rate
Currency" is United States
Dollars.
The "Reference Rate
Location" is Telerate
Screen 3750.
Capitalized terms not defined above have the meanings given to such
terms in the accompanying Prospectus Supplement.
Morgan Stanley & Co. International Limited
The information on the following pages, together with the Prospectus and
Prospectus Supplement, comprises listing particulars in relation to the
issuance by Morgan Stanley Group Inc. of the Series D Notes during the period
of twelve months following February 10, 1995 in compliance with the rules of
the London Stock Exchange and in accordance with Part IV of the Financial
Services Act of 1986.
SUPPLEMENTAL PROSPECTUS SUPPLEMENT
MORGAN STANLEY GROUP INC.
GLOBAL MEDIUM-TERM NOTES, SERIES D
GLOBAL MEDIUM-TERM NOTES, SERIES E
Due More Than Nine Months from Date of Issue
This Supplemental Prospectus Supplement is supplemental to, and should be read
in conjunction with, the Prospectus dated February 9, 1994 (the "Prospectus")
and the Prospectus Supplement dated February 9, 1994 (the "Prospectus
Supplement") in relation to the Global Medium-Term Notes, Series D (the
"Series D Notes") and the Global Medium-Term Notes, Series E (the "Series E
Notes" and, together with the Series D Notes, the "Notes"). This Supplemental
Prospectus Supplement, together with the Prospectus and the Prospectus
Supplement, comprises listing particulars (the "Listing Particulars") in
relation to the issuance by the Company of the Series D Notes during the
period of twelve months from the date of this Supplemental Prospectus
Supplement in compliance with the rules of the London Stock Exchange and in
accordance with Part IV of the Financial Services Act 1986. A copy of the
Listing Particulars has been delivered for registration to the Registrar of
Companies in England and Wales as required by Section 149 of the Financial
Services Act 1986. Application has been made to the London Stock Exchange for
Series D Notes offered during the twelve months after the date of this
Supplemental Prospectus Supplement to be admitted to the Official List of the
London Stock Exchange. The Series E Notes will not be listed on any stock
exchange.
Terms defined in the Prospectus and the Prospectus Supplement have the same
respective meanings when they appear in this Supplemental Prospectus
Supplement.
MORGAN STANLEY & CO.
International
February 10, 1995
The Company accepts responsibility for the information contained in the
Listing Particulars. To the best of the knowledge and belief of the Company
(which has taken all reasonable care to ensure that such is the case), the
information contained in the Listing Particulars (including the existing
publicly available documents incorporated by reference therein) is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
No dealer, salesman or any other person has been authorised to give any
information or to make any representations other than those contained in this
Supplemental Prospectus Supplement, any Pricing Supplement and the
accompanying Prospectus Supplement and Prospectus in connection with the offer
of any Notes and, if given or made, such information or representations must
not be relied upon as having been authorised by the Company or by the Agents.
This Supplemental Prospectus Supplement, any Pricing Supplement and the
accompanying Prospectus Supplement and Prospectus do not constitute an offer
to sell or a solicitation of an offer to buy Securities by anyone in any
jurisdiction in which such offer or solicitation is not authorised or in which
the person making such offer or solicitation is not qualified to do so or to
any person to whom it is unlawful to make such offer or solicitation.
The information set forth below under the headings "Capitalization" and "Board
of Directors" updates and replaces the information under the same headings in
the Prospectus Supplement. The information set forth below under the heading
"General Information" updates and replaces the information in the first,
second, third, seventh, eighth and tenth paragraphs under the same heading in
the Prospectus Supplement.
CAPITALIZATION
The following table sets forth the unaudited consolidated capitalization of
the Company at October 31, 1994. As of the date hereof and except as
described in the footnotes to the following table, there has been no material
change in the capitalization of the Company and its consolidated subsidiaries,
taken as a whole, since October 31, 1994. The following should be read in
conjunction with the Company's consolidated financial statements, the notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1994 and Quarterly Report on Form 10-Q for the
quarter ended October 31, 1994, each incorporated herein by reference.
At October 31, 1994
(In thousands, except
share and unit data)
---------------------
Short-term borrowings....................................... $6,993,985
----------
Long-term borrowings(1) (2)................................. $7,382,082
----------
Stockholders' equity:
Preferred stock, no par value; authorized 300,000 shares:
ESOP Convertible Preferred Stock,
liquidation preference $35.88;
outstanding 3,801,621 shares.............. 136,383
9.36% Cumulative Preferred Stock, stated value
$25; outstanding 5,500,000 shares......... 137,500
8.88% Cumulative Preferred Stock, stated value
$200; outstanding 975,000 shares.......... 195,000
8 3/4% Cumulative Preferred Stock, stated value
$200; outstanding 750,000 shares.......... 150,000
7 3/8% Cumulative Preferred Stock, stated value
$200; outstanding 1,000,000 shares........ 200,000
Common stock, $1.00 par value; authorized 300,000,000
shares; issued 79,689,995 shares........................ 79,690
Paid-in capital........................................... 582,379
Retained earnings......................................... 3,336,694
Cumulative translation adjustments........................ (3,078)
----------
Subtotal........................................... 4,814,568
Less:
Note receivable related to sale of preferred stock to ESOP 109,124
Common stock held in treasury, at cost 3,748,611 shares.... 234,831
Total stockholders' equity.......................... 4,470,613
Total capitalization......................................... $11,852,695
-----------
- -------------------
(1) Excludes current portion amounting to $1,729,338 at October 31, 1994.
(2) A shelf registration statement became effective in February 1994 for
up to $3,312,577 of debt securities, warrants to purchase debt
securities, preferred stock and depositary shares. Additional senior
notes aggregating $2,095,696 were issued, and senior notes
aggregating $102,412 have been offered and are expected to be issued,
after October 31, 1994 pursuant to such shelf registration statement.
BOARD OF DIRECTORS
The current Directors of the Company and their principal occupations are
listed below. The business address of each director is 1251 Avenue of the
Americas, New York, New York 10020.
Richard B. Fisher Chairman, Managing Director and Director
John J. Mack President, Managing Director and Director
Barton M. Biggs Managing Director and Director
Peter F. Karches Managing Director and Director
Robert W. Matschullat Managing Director and Director
Sir David A. Walker Director
Daniel B. Burke Director
Dick Cheney Director
S. Parker Gilbert Director
Allen E. Murray Chairman of the Board of Directors and Chief
Executive Officer of Mobil Corporation
Paul F. Oreffice Director
GENERAL INFORMATION
1. Since October 31, 1994, the date of the latest published interim financial
statements, there has been no material adverse change in the financial or
business position of the Company and its consolidated subsidiaries, taken as a
whole.
2. As of the date hereof, there are no legal, arbitration or administrative
proceedings pending or, to the Company's knowledge, threatened involving the
Company or any of its consolidated subsidiaries which may have or have had
during the previous 12 months a material effect on the Company's consolidated
financial condition.
3. Shearman & Sterling has given and not withdrawn its written consent to the
inclusion in the Prospectus Supplement of its opinion under "United States
Federal Taxation - Foreign Holders" and "United States Federal Taxation -
United States Holders" and has authorised the contents of that part of the
Listing Particulars for the purposes of Section 152(1)(e) of the Financial
Services Act 1986.
4. The listing of the Series D Notes on the London Stock Exchange will be
expressed as a percentage of their principal amount excluding accrued
interest. Listing of the Series D Notes is expected to be granted by the
London Stock Exchange on February 10, 1995 subject only to issuance of Series
D Notes (including temporary global notes). The listing agent with respect to
the application for the listing of the Series D Notes on the London Stock
Exchange is Morgan Stanley Securities Limited.
5. Copies of the Euro Distribution Agreement among the Company and the Agents,
the U.S. Distribution Agreement between the Company and MS&Co., each of the
Indentures, the Company's Annual Reports on Form 10-K for the fiscal years
ended January 31, 1994 and January 31, 1993 and Quarterly Reports on Form 10-Q
for 1992, 1993 and 1994 (each excluding exhibits), the Company's listing
particulars, all of the Company's future Annual, Quarterly and Current
Reports, supplementary listing particulars and Pricing Supplements and the
Company's Restated Certificate of Incorporation, as amended, and By-laws, as
amended, will, so long as any Note is outstanding, be available for inspection
during business hours at the corporate trust office of each of the Trustees in
The City of New York, the office of each Paying Agent and the principal
executive offices of the Company specified in this Prospectus Supplement. The
Company's Quarterly Reports on Form 10-Q contain unaudited quarterly financial
statements.
6. Ernst & Young LLP, independent auditors, have audited the consolidated
statement of financial condition of the Company as of January 31, 1994,
January 31, 1993 and December 31, 1991 and the related consolidated statements
of income, cash flows and changes in stockholders' equity for the years ended
January 31, 1994, January 31, 1993 and December 31, 1991 and for the one month
period ended January 31, 1992.
