PROSPECTUS Dated March 29, 1995 Pricing Supplement No. 14 to
PROSPECTUS SUPPLEMENT Registration Statement Nos. 33-52007 and 33-57833
Dated March 29, 1995 Dated August 2, 1995
Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due September 1, 1998
The Global Medium-Term Notes, Series D (Euro Floating Rate Senior Bearer Notes
Due September 1, 1998) described in this Pricing Supplement (the "Notes") will
mature on the Maturity Date. The Notes will not be redeemable at the option
of Morgan Stanley Group Inc. prior to the Maturity Date other than 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. Notes in bearer form will not be
exchangeable at any time for Notes in registered form at the option of the
holder.
It is a precondition to the issue of the Notes that they be registered with
the Comissao do Mercado de Valores Mobiliarios in Lisbon. The Notes have been
accepted for listing on The International Stock Exchange of the United Kingdom
and the Republic of Ireland Limited (the "London Stock Exchange"), subject to
official notice of issuance.
The Notes are further described under "Description of Notes - Floating Rate
Notes" in the accompanying Prospectus Supplement, except that to the extent
the terms described below are inconsistent with such description, the terms
described below shall control.
<TABLE>
<S> <C> <C>
PRINCIPAL AMOUNT: INTEREST ACCRUAL DATE: INTEREST PAYMENT DATES:
PTE 5,000,000,000 September 1, 1995 March 1, 1996, September 1, 1996,
March 1, 1997, September 1, 1997,
March 1, 1998 and September 1, 1998;
MATURITY DATE: INITIAL INTEREST RATE: provided that if any such day is not a
September 1, 1998 To be determined on Business Day, such Interest Payment
the Interest Determination Date two Date will be the following day that is a
Lisbon Banking Days prior to the Issue Business Day, unless such following
SETTLEMENT AND ISSUE DATE: Date Business Day is in the next succeeding
September 1, 1995 calendar month, in which case such
Interest Payment Date will be the
INITIAL INTEREST RESET immediately preceding day that is a
ISSUE PRICE: 100.05% DATE: Business Day.
March 1, 1996
SPECIFIED CURRENCY: INTEREST PAYMENT PERIOD:
Portuguese Escudo MAXIMUM INTEREST RATE: Semi-annually
N/A
BASE RATE: PTE 6 month Lisbor as INTEREST RESET PERIODS:
determined on the second Lisbon MINIMUM INTEREST RATE: The period from and including an
Banking Day immediately preceding an N/A Interest Reset Date to but excluding the
Interest Payment Date or, in the immediately succeeding Interest Reset
case of the Initial Interest Rate, Date.
immediately preceding the Issue Date. INITIAL REDEMPTION DATE:
(See "Other Terms"). N/A
INTEREST RESET DATES:
March 1, 1996, September 1, 1996,
INDEX MATURITY: INITIAL REDEMPTION March 1, 1997, September 1, 1997 and
6 months PERCENTAGE: N/A March 1, 1998; provided that if any
Interest Reset Date is not a Lisbon
Banking Day, such Interest Reset Date
SPREAD (PLUS OR MINUS): ANNUAL REDEMPTION shall be postponed to the next
Plus 0.15% per annum PERCENTAGE REDUCTION: N/A succeeding Lisbon Banking Day.
CALCULATION AGENT: Chemical
ALTERNATE RATE EVENT OPTIONAL REPAYMENT DATE(S): Bank, N.A.
SPREAD: N/A N/A
PAYING AGENT: Chemical Bank, N.A.
SPREAD MULTIPLIER: N/A REPORTING SERVICE: PORTUGUESE PAYING AGENT:
Reuters Page LBOA Banco Espirito Santo
COMMON CODE: 5948371 INDEX CURRENCY:
ISIN: XS0059483718 Portuguese Escudo
OTHER TERMS: TOTAL AMOUNT OF OID:
None
"PTE 6 month Lisbor" means the 6
month Lisbon Interbank Offered Rate
that appears on Reuters Screen LBOA ORIGINAL YIELD TO MATURITY:
Page at approximately 11:00 A.M., N/A
Lisbon time, on each Interest
Determination Date. If no such rate
appears the Calculation Agent will INITIAL ACCRUAL PERIOD OID:
request the principal Lisbon offices of N/A
each of eight major reference banks in
the Lisbon interbank market, as
selected by the Calculation Agent (after DENOMINATIONS:
consultation with the Company), to PTE 100,000; PTE 1,000,000; PTE
provide the Calculation Agent with its 10,000,000 and PTE 50,000,000
offered quotations for loans in
Portuguese Escudos for the period of
the Index Maturity, commencing on the
second Lisbon Banking Day
immediately following such Interest
Determination Date, to prime banks in
the Lisbon interbank market at
approximately 11:00 A.M., Lisbon
time, on such Interest Determination
Date and in a principal amount equal
to an amount of not less than the
equivalent of U.S.$1 million in
Portuguese Escudos that is
representative of a single transaction in
Portuguese Escudos in such market at
such time. If at least two such
quotations are provided, PTE 6 month
Lisbor will be the arithmetic mean of
such quotations. If fewer than two
quotations are provided, PTE 6 month
Lisbor in respect of that Interest
Determination Date will be the PTE 6
month Lisbor for the immediately
preceding Interest Reset Period (or, if
there was no such Interest Reset
Period, the rate of interest payable on
the Notes for the immediately
succeeding Interest Reset Period shall
be the Initial Interest Rate).
"Business Day" means any day, other
than a Saturday or Sunday, that is
neither a legal holiday nor a day on
which banking institutions are
authorized or required by law or
regulation to close in The City of New
York or Lisbon and that is also a
Lisbon Banking Day.
"Lisbon Banking Day" means any day
on which dealings in deposits in
Portuguese Escudos are transacted in
the Lisbon interbank market.
"Interest Determination Date" with
respect to any Interest Reset Date
means the second Lisbon Banking Day
next preceding such Interest Reset Day.
Calculation of interest will be made on
the basis of a 360-day year consisting
of 12 months of 30 days each and, in
the case of an incomplete month, the
number of days elapsed in such month.
</TABLE>
The Company has agreed to sell to the managers (the "Managers") named below
and such Managers, acting severally but not jointly, have agreed to purchase
from the Company PTE 5,000,000,000 principal amount of the Notes at a purchase
price of 99.85% of such principal amount. The Managers intend to resell such
Notes at prevailing market prices, at prices related thereto at the time of
such resale or otherwise, as determined by such Managers.
Each Manager has agreed that (i) it has not offered or sold and will not offer
or sell any Notes to persons in the United Kingdom prior to admission of such
Notes to listing in accordance with Part IV of the Financial Services Act 1986
(the "Act"), except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995 or the Act; (ii) it has complied with and will comply with
all applicable provisions of the Act with respect to anything done by it in
relation to the Notes in, from or otherwise involving the United Kingdom; and
(iii) it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue of the
Notes, other than any document which consists of or any part of listing
particulars, supplementary listing particulars or any other document required
or permitted to be published by listing rules under Part IV of the Act, to a
person who is of a kind described in Article 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to
whom such document may otherwise lawfully be issued or passed on.
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
Banco Santander de Negocios Portugal, S.A.
Banco Pinto & Sotto Mayor, S.A.
Caixa Geral de Depositos, S.A. Banco Nacional e Ultramarino, S.A.
Banco Portugues de Investimento, S.A. Deutsche Bank de Investimento, S.A.
