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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MORGAN STANLEY GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-2838811
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1251 Avenue of the Americas
New York, New York 10020
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(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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<S> <C>
9.00% Capital Units, each consisting of (i) a New York Stock Exchange, Inc.
9.00% Subordinated Debenture due February 28,
2015 of Morgan Stanley Finance plc, (ii) a
full and unconditional subordinated guarantee
of the Subordinated Debenture by Morgan
Stanley Group Inc., and (iii) a purchase
contract issued by Morgan Stanley Group Inc.
requiring the holder thereof to purchase one
Depositary Share, representing ownership of a
1/8 interest in a share of Morgan Stanley
Group Inc.'s 9.00% Cumulative Preferred Stock,
without par value, stated value $200.00 per
share.
Depositary Shares, each representing ownership New York Stock Exchange, Inc.
of a 1/8 interest in a share of Morgan Stanley
Group Inc.'s 9.00% Cumulative Preferred Stock,
without par value, stated value $200.00 per
share
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of the Registrant's Securities to be Registered.
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(a) 9.00% Capital Units, each consisting of (i) a 9.00% Subordinated
Debenture due February 28, 2015 (the "Subordinated Debenture") of
Morgan Stanley Finance plc ("MS plc"), (ii) a full and unconditional
subordinated guarantee of the Subordinated Debenture by Morgan Stanley
Group Inc. (the "Company") and (iii) a purchase contract issued by the
Company requiring the holder thereof to purchase one depositary share
("Depositary Share"), representing ownership of a 1/8 interest in a
share of the Company's 9.00% Cumulative Preferred Stock ("Cumulative
Preferred Stock"), without par value, stated value $200.00 per share.
The Capital Units will be governed by a Capital Unit Agreement among
the Company, MS plc, Chemical Bank and the holders from time to time
of Capital Units.
The descriptions of the Capital Units set forth under the captions (i)
"Description of the Capital Units" in the Prospectus dated November
17, 1993 (the "Prospectus") that is part of the Registrant's
Registration Statement on Form S-3 (Registration No. 33-51067), and
(ii) "Certain Characteristics of the Capital Units" and "Description
of the Capital Units" in the Prospectus Supplement dated February 10,
1995 (the "Prospectus Supplement"), each as filed by the Registrant
pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), on November 17, 1993 and February 14, 1995, respectively, are
incorporated herein by reference. The description of the Subordinated
Debentures set forth under the caption "Description of Debt Securities
of MS plc" in the Prospectus is incorporated herein by reference. The
section entitled "Certain Tax Considerations" included in the
Prospectus Supplement is incorporated herein by reference.
(b) Depositary Shares, each representing ownership of a 1/8 interest
in a share of the Company's Cumulative Preferred Stock, evidenced by
Depositary Receipts that will be issued under a Deposit Agreement
among the Company, The Bank of New York and the holders from time to
time of the Depositary Receipts evidencing the Depositary Shares.
The descriptions of the Depositary Shares set forth under the captions
"Description of Capital Stock of the Company - Depositary Shares" in
the Prospectus and "Description of Depositary Shares" in the
Prospectus Supplement are incorporated herein by reference.
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3
The descriptions of the Cumulative Preferred Stock set forth under the
captions "Description of Capital Stock of the Company - Offered
Preferred Stock" in the Prospectus and "Description of Cumulative
Preferred Stock" in the Prospectus Supplement are incorporated herein
by reference.
Item 2. Exhibits.
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1. Form of Certificate of Designation of Preferences and Rights of the
Cumulative Preferred Stock (previously filed as an exhibit to the
Company's Registration Statement on Form S-3 (File No. 33-65838)
and incorporated herein by this reference).
2.1. Restated Certificate of Incorporation of the Company, as amended to
date (previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended January 31, 1994 and
incorporated herein by this reference).
2.2. By-laws of the Company, as amended to date (previously filed as an
exhibit to the Company's Registration Statement on Form 8-A
(File No. 1-9085) and incorporated herein by this reference).
2.3. Form of Capital Unit Agreement among the Company, MS plc, Chemical
Bank and the holders from time to time of Capital Units (previously
filed as an exhibit to the Company's Registration Statement on Form
8-A (File No. 1-9085) and incorporated herein by this reference).
2.4. Subordinated Indenture among the Company, MS plc and Chemical Bank
dated as of November 15, 1993 (previously filed as an exhibit to
the Company's Current Report on Form 8-K dated December 1, 1993 and
incorporated herein by this reference).
2.5. Form of Deposit Agreement among the Company, The Bank of New York
and the holders from time to time of the Depositary Receipts
evidencing the Depositary Shares (previously filed as an exhibit to
the Company's Registration Statement on Form S-3 (File No. 33-
40964) and incorporated herein by this reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
MORGAN STANLEY GROUP INC.
(Registrant)
By: /s/ Patricia A. Kurtz
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Patricia A. Kurtz
Assistant Secretary
Date: February 10, 1995
