RULE NO. 424(b)(2)
REGISTRATION NO.33-58611
REGISTRATION NO.33-59611-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 19, 1995)
----------
$150,000,000
Morgan Stanley Group Inc.
Morgan Stanley Finance plc
8.20% CAPITAL UNITS
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Each Capital Unit (a "Capital Unit") will consist of (i) an 8.20%
Subordinated Debenture (a "Debenture") due November 30, 2015 of Morgan Stanley
Finance plc ("MS plc") in the principal amount of $25, (ii) a full and
unconditional subordinated guarantee (the "Guarantee") by Morgan Stanley Group
Inc. (the "Company") of payments of principal, interest and any Additional
Amounts (as defined in the accompanying Prospectus) on the Debenture and (iii) a
related contract (a "Purchase Contract") issued by the Company and requiring the
purchase by the holder thereof of one depositary share (a "Depositary Share")
representing ownership of a 1/8 interest in a share of the Company's 8.20%
Cumulative Preferred Stock, without par value, stated value $200 per share (the
"Cumulative Preferred Stock"), at a purchase price of $25 per Depositary Share.
Prior to the settlement or redemption of the related Purchase Contracts, the
Debentures, the Guarantees and the Purchase Contracts may be purchased and
transferred only as Capital Units.
The Debentures will bear interest at the rate of 8.20% per annum, payable
quarterly on February 28, May 30, August 30 and November 30 of each year (each,
an "Interest Payment Date"), commencing November 30, 1995. The Debentures will
be subordinated to Senior Indebtedness of MS plc and the Guarantees will be
subordinated to Senior Indebtedness of the Company.
Each Purchase Contract will obligate the holder to purchase on May 30, 2015
(or earlier if accelerated as described below) one Depositary Share representing
a 1/8 interest in a share of Cumulative Preferred Stock at a purchase price of
$25 per Depositary Share. The Company may, at its option, accelerate to any
Interest Payment Date that is on or after November 30, 1996 the settlement of
all or a portion of the Purchase Contracts; provided that no partial
acceleration may result in fewer than 2,000,000 Purchase Contracts remaining
outstanding after such acceleration. A holder may elect to settle a Purchase
Contract in cash or by having the related Debenture prepaid and the proceeds of
such prepayment used to purchase the related Depositary Share.
Each of the Debentures, the Purchase Contracts and the Cumulative Preferred
Stock may be redeemed on any Interest Payment Date on or after November 30,
2000; provided that MS plc may not redeem a Debenture if the related Purchase
Contract would remain outstanding after such redemption. In addition, no partial
redemption of Purchase Contracts may result in fewer than 2,000,000 Purchase
Contracts remaining outstanding after such redemption.
Capital Units may be issued as Definitive Capital Units or Book-Entry
Capital Units. Beneficial interests in Book-Entry Capital Units will be shown
on, and transfers thereof will be effected only through, records maintained by
The Depository Trust Company or its nominee ("DTC") (with respect to
participants' interests) and its participants. Unless a holder requests that
such holder's Capital Units be issued as Definitive Capital Units, such Capital
Units will be issued as Book-Entry Capital Units.
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SEE "RISK FACTORS RELATING TO THE CAPITAL UNITS" ON PAGE S-8 HEREIN FOR
CERTAIN CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE CAPITAL UNITS.
----------
Application will be made to list the Capital Units and the Depositary Shares
issuable pursuant to the Purchase Contracts on the New York Stock
Exchange. Trading of the Capital Units on the New York Stock
Exchange is expected to commence within a 30-day period
after the initial delivery of the Capital Units.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------
PRICE $25 PER CAPITAL UNIT
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<TABLE>
<CAPTION>
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions(2) MS plc(1)(3)
--------- -------------- ------------
<S> <C> <C> <C>
Per Capital Unit .............. $25.0000 $.7875 $24.2125
Total(4) ...................... $150,000,000 $4,725,000 $145,275,000
</TABLE>
- ----------
(1) Plus accrued interest, if any, on the Debentures from the date of issue.
(2) The Company and MS plc have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933. See "Underwriters".
(3) Before deducting expenses payable by MS plc and the Company estimated to be
$225,000.
(4) The Company and MS plc have granted to the Underwriters an option,
exercisable within 30 days of the date hereof, to purchase up to 900,000
additional Capital Units at the price to public less underwriting discounts
and commissions, for the purpose of covering over-allotments, if any. If
the Underwriters exercise such option in full, the total price to public,
underwriting discounts and commissions and proceeds to MS plc will be
$172,500,000, $5,433,750 and $167,066,250, respectively.
See "Underwriters".
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The Capital Units are offered, subject to prior sale, when, as and if
accepted by the Underwriters named herein, and subject to approval of certain
legal matters by Davis Polk & Wardwell, counsel for the Underwriters. It is
expected that delivery of the Capital Units will be made on or about October 18,
1995 at the office of Morgan Stanley & Co. Incorporated, New York, NY, against
payment therefor in New York funds.
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MORGAN STANLEY & CO.
Incorporated
BEAR, STEARNS & CO. INC.
DEAN WITTER REYNOLDS INC.
DONALDSON, LUFKIN & JENRETTE
Securities Corporation
A.G. EDWARDS & SONS, INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
SMITH BARNEY INC.
October 13, 1995
<PAGE>
TABLE OF CONTENTS
Page
Prospectus Supplement
Prospectus Summary....................................................... S-3
Risk Factors Relating to the Capital Units............................... S-8
Description of the Capital Units......................................... S-8
Description of Cumulative Preferred Stock................................S-18
Description of Depositary Shares.........................................S-20
Certain Tax Considerations...............................................S-21
Underwriters.............................................................S-26
Legal Matters............................................................S-28
ERISA Matters for Pension Plans and Insurance Companies..................S-28
Prospectus
Available Information.................................................... 2
Incorporation of Certain Documents by Reference.......................... 3
Morgan Stanley Group Inc................................................. 4
Morgan Stanley Finance plc............................................... 4
Use of Proceeds.......................................................... 4
Consolidated Ratios of Earnings to Fixed Charges and Earnings to Fixed
Charges and Preferred Stock Dividends................................. 5
Description of Debt Securities of MS plc................................. 5
Limitations on Issuance of Bearer Debt Securities........................ 12
Description of Capital Stock of the Company.............................. 13
Description of the Capital Units......................................... 24
Plan of Distribution..................................................... 28
Legal Matters............................................................ 29
Experts.................................................................. 29
ERISA Matters............................................................ 29
-----------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE CAPITAL UNITS
OR SECURITIES OF THE COMPANY OR MS PLC AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE
NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
<PAGE>
PROSPECTUS SUMMARY
This Prospectus Summary is qualified in its entirety by the more detailed
information that appears elsewhere in this Prospectus Supplement and the
accompanying Prospectus. Prospective investors should carefully consider the
factors set forth under the caption "Risk Factors Relating to the Capital
Units".
THE OFFERING
The Capital Units
General...................... Each Capital Unit will consist of (i) an 8.20%
Subordinated Debenture of MS plc due November 30,
2015 in the principal amount of $25, (ii) a full
and unconditional subordinated Guarantee by the
Company of the payment of principal, interest and
any Additional Amounts on the Debenture and (iii)
a related Purchase Contract issued by the Company
and requiring the purchase by the holder thereof
of one Depositary Share representing ownership of
a 1/8 interest in a share of Cumulative Preferred
Stock of the Company at a purchase price of $25
per Depositary Share. Prior to the settlement or
redemption of the related Purchase Contracts, the
Debentures, the Guarantees and the Purchase
Contracts may be purchased and transferred only as
Capital Units.
Form of Capital Units........ Capital Units may be issued as Definitive Capital
Units or Book-Entry Capital Units. Definitive
Capital Units will consist of definitive
registered Purchase Contracts attached to
definitive registered Debentures (and the related
Guarantees). Book-Entry Capital Units will be
represented by certificateless depositary
interests issued to DTC by Chemical Bank, as
book-entry unit depositary (the "Book-Entry Unit
Depositary"), which will hold as depositary a
global registered Purchase Contract and a global
Debenture (and the related Guarantee).
Unless a holder requests that such holder's
Capital Units be issued as Definitive Capital
Units, such Capital Units will be issued as
Book-Entry Capital Units. If requested by a
holder, Definitive Capital Units may be issued in
exchange for Book-Entry Capital Units and vice
versa. See "Description of the Capital Units--
Description of Book-Entry Capital Units".
The United Kingdom ("U.K.") withholding tax
consequences of holding beneficial interests in
Book-Entry Capital Units differ from the tax
consequences of holding Definitive Capital Units.
See "Description of the Capital Units--
Description of the Debentures-- General",
"Description of the Capital Units-- Description of
Book-Entry Capital Units-- Issuance of Definitive
Capital Units," and "Certain Tax Considerations"
below and "Description of Debt Securities of MS
plc-- Payment of Additional Amounts with respect
to Debt Securities" in the accompanying
Prospectus.
Listing...................... Application will be made to list the Capital Units
and the Depositary Shares issuable pursuant to the
Purchase Contracts on the New York Stock Exchange.
If a holder effects a Cash Settlement (as defined
below) of a
S-3
<PAGE>
Purchase Contract, or a Purchase Contract (but not
the related Debenture) is redeemed, the Debenture
that will remain outstanding will not be listed on
the New York Stock Exchange.
Use of Proceeds............. The net proceeds from the sale of the Capital
Units offered hereby will be loaned by MS plc to
Morgan Stanley & Co. International Limited
("MSIL") and subsidiaries of MSIL and will be used
for general corporate purposes of MSIL and such
subsidiaries. Such loans may be subordinated to
the claims of third parties but will not be
subordinated to the claims of affiliates of MS
plc.
The Debentures
General..................... Each Debenture will have a principal amount of $25
and will be issued by MS plc, an English company
that is an indirect wholly owned subsidiary of the
Company.
Payment of Principal........ Each Debenture will be due and payable on the
earliest of (i) November 30, 2015, (ii) any
Purchase Date (as defined herein) on which the
Debenture is prepaid in connection with the
settlement of the related Purchase Contract and
(iii) any other date on which the Debenture is
redeemed.
Interest.................... The Debentures will bear interest at the rate of
8.20% per annum, payable quarterly on February 28,
May 30, August 30 and November 30 of each year,
commencing November 30, 1995. United States
holders of Book-Entry Capital Units will generally
be entitled to receive Additional Amounts for any
U.K. tax that is required to be withheld with
respect to payments of interest on the Debentures.
MS plc has been advised by U.K. tax counsel that
no U.K. withholding tax is presently applicable to
payments of interest on Debentures that are part
of Book-Entry Capital Units. Holders of Definitive
Capital Units will be subject to withholding with
respect to payments of interest on the Debentures
that are part of such Definitive Capital Units and
will generally not be entitled to receive any
Additional Amounts. See "Certain Tax
Considerations".
Redemption.................. Subject to the limitations set forth below, on or
after November 30, 2000, MS plc may, at its
option, redeem the Debentures in whole or in part
on any Interest Payment Date at a redemption price
equal to the principal amount of the Debentures to
be redeemed plus accrued and unpaid interest to
the redemption date. In addition, the Company may
accelerate the closing of a Purchase Contract to
any Interest Payment Date that is on or after
November 30, 1996, in the manner described in this
Prospectus Supplement under "Description of the
Capital Units-- Description of the Purchase
Contracts-- Acceleration of Purchase". If the
holder settles such Purchase Contract by payment
of its own cash, the related Debenture may be
redeemed on any Interest Payment Date that is no
earlier than six months after the settlement date
of such Purchase Contract. The Debentures may also
be redeemed at MS plc's option at any time, as a
whole and not in part, at a redemption price equal
to the principal amount of the Debentures to be
redeemed plus accrued and unpaid interest to the
redemption date, in
S-4
<PAGE>
the event that, as a result of a change in U.K.
tax laws or the official interpretation thereof,
(i) withholding of U.K. taxes is required with
respect to interest payments to United States
holders of Debentures that are part of Book-Entry
Capital Units or (ii) the payment of interest on
the Debentures is treated as a "distribution" for
U.K. tax purposes.
Ranking.......................The Debentures will be unsecured, general
obligations of MS plc, subordinated to all Senior
Indebtedness of MS plc (as defined in "Description
of Debt Securities of MS plc-- Subordinated Debt"
in the accompanying Prospectus) to the extent set
forth in the Subordinated Debt Indenture. As of
the date of this Prospectus Supplement, MS plc has
no Senior Indebtedness outstanding.
Guarantee.....................Payment of principal and interest on the
Debentures will be fully and unconditionally
guaranteed by the Company on a subordinated basis.
The guarantee of the Company will be subordinated
to all Senior Indebtedness of the Company (as
defined under "Description of Debt Securities of
MS plc-- Subordinated Debt" in the accompanying
Prospectus) to the extent set forth in the
Subordinated Debt Indenture.
Purchase Contracts
General.......................Each Purchase Contract will be issued by the
Company and will obligate the holder to purchase
on May 30, 2015 (the "Stated Purchase Date") (or
earlier if accelerated as described below) one
Depositary Share representing ownership of a 1/8
interest in a share of Cumulative Preferred Stock
at a purchase price of $25 per Depositary Share.
Payment by Holder.............At the settlement of a Purchase Contract, a holder
may pay for the Depositary Share to be issued
under such Purchase Contract either (i) by paying
to the Capital Unit Agent $25 in cash if the
holder gives the Capital Unit Agent written notice
of such payment no less than 10 nor more than 20
days prior to the settlement date of the Purchase
Contract (a "Cash Settlement") or (ii) by electing
to have the related Debenture prepaid on the
settlement date of the Purchase Contract, in which
case the Capital Unit Agent will deliver the
proceeds of such prepayment to the Company to
purchase the Depositary Share (a "Debenture
Settlement"). A holder who does not comply with
the provisions for effecting a Cash Settlement
will be deemed to have elected a Debenture
Settlement. If a holder effects a Cash Settlement,
the Debenture that is part of the holder's Capital
Unit will remain outstanding (and may be
transferred by a holder) until it is redeemed or
the final maturity thereof.
Acceleration of Purchase......The Company may, at its option, accelerate to any
Interest Payment Date (each, an "Accelerated
Purchase Date" and, together with the Stated
Purchase Date, a "Purchase Date") that is on or
after November 30, 1996 the closing of the
purchase of 2,000,000 or more Purchase Contracts,
subject to cancellation of acceleration and
termination of the Purchase Contracts in the
circumstances described under "Description of the
Capital Units -- Description of the Purchase
Contracts -- Cancellation of Acceleration and
Termination"; provided that no partial
acceleration may result in fewer than 2,000,000
Purchase Contracts remaining outstanding after
such acceleration.
S-5
<PAGE>
Redemption....................On or after November 30, 2000, the Company may, at
its option, redeem the Purchase Contracts in whole
or in part on any Interest Payment Date at a
redemption price of $.025 per Purchase Contract;
provided that no partial redemption may result in
fewer than 2,000,000 Purchase Contracts remaining
outstanding after such redemption. MS plc may, at
its option, redeem the Debentures concurrently
with any redemption of the related Purchase
Contracts. Any Debentures that remain outstanding
after any redemption of the related Purchase
Contracts will not be listed on the New York Stock
Exchange. In addition, all of the Purchase
Contracts will be redeemed in the event that the
Debentures are redeemed as a result of a Tax
Redemption (as defined below).
Cancellation of Acceleration..Notice of acceleration of the Purchase Date of a
Purchase Contract will be automatically rescinded
and annulled if at 5:00 P.M. on the date that is
five business days prior to the applicable
Purchase Date (i) the Company's publicly held
long-term senior debt obligations do not have an
investment grade rating, (ii) the
yield-to-maturity on the then-current 30-year
United States Treasury bond exceeds 14% or (iii)
the Company has outstanding any shares of stock
ranking prior to the Cumulative Preferred Stock,
unless the holders of not less than 66 2/3% of the
Capital Units consented to the issuance of such
stock (each, a "Cancellation Condition"). See
"Description of the Capital Units-- Description of
the Purchase Contracts -- Cancellation of
Acceleration and Termination". Any acceleration
notice may also be cancelled if the Company gives
written notice of such cancellation to the Capital
Unit Agent and the holders on or before the 10th
day prior to the applicable Purchase Date. The
rescission or cancellation of a notice of
acceleration will not prevent the Company from
giving a notice of acceleration at a later date.
Termination...................The Purchase Contracts will terminate (i) upon
certain events of bankruptcy of the Company or
(ii) if at 5:00 P.M. on the date that is five
business days prior to the Stated Purchase Date
there exists a Cancellation Condition. The
obligation of a holder under a Purchase Contract
to purchase a Depositary Share will not be
terminated or otherwise affected by the occurrence
and continuance of an Event of Default with
respect to the Debentures or by the failure of the
Company to make required payments pursuant to the
Guarantee. See "Description of the Capital Units--
Description of the Purchase Contracts--
Cancellation of Acceleration and Termination".
Cumulative Preferred Stock and Depositary Shares
Depositary Shares.............Each Depositary Share will represent ownership of
a 1/8 interest in a share of Cumulative Preferred
Stock, which will be deposited with The Bank of
New York, as Preferred Stock Depositary, and,
through the Preferred Stock Depositary will
entitle the holder, proportionately, to all
rights, preferences and privileges of the
Cumulative Preferred Stock represented thereby
(including dividend, voting, redemption and
liquidation rights).
S-6
<PAGE>
Stated Value and
Liquidation Preference......The Cumulative Preferred Stock will have a stated
value of $200 per share ($25 per Depositary Share)
and a liquidation preference of $200 per share
($25 per Depositary Share), plus dividends accrued
and accumulated but unpaid.
Dividend Rate.................Dividends on the Cumulative Preferred Stock will
be cumulative from the date of issue and are
payable quarterly on February 28, May 30, August
30 and November 30 of each year, at the rate of
8.20% per annum.
Redemption....................On and after November 30, 2000, the Company may,
at its option, redeem the Cumulative Preferred
Stock at a redemption price of $200 per share
(equivalent to $25 per Depositary Share), plus
accrued and accumulated but unpaid dividends.
Voting........................The Cumulative Preferred Stock will have no voting
rights except as required by law and except that
the holders, voting as a class with other holders
of Cumulative Preferred Stock having the same
right, will be entitled to elect two directors if
dividends are in arrears for six or more quarterly
dividend periods (whether or not consecutive).
Ranking.......................The Cumulative Preferred Stock will rank prior to
the common stock, par value $1.00 per share, of
the Company, and pari passu with the Company's
other Preferred Stock that is outstanding as of
the date of this Prospectus Supplement.
S-7
<PAGE>
RISK FACTORS RELATING TO THE CAPITAL UNITS
Prospective purchasers should consider, in addition to the other
information contained in this Prospectus Supplement and the accompanying
Prospectus, the following characteristics of the Capital Units.
Terms of the Capital Units
Although the purchaser of a Capital Unit will initially hold an
interest in a 20-year subordinated debt instrument of MS plc, purchasers of the
Capital Units must be prepared to make an investment in the Cumulative Preferred
Stock of the Company because, except in the limited circumstances described
herein, the Company may require each holder of a Capital Unit to purchase a
Depositary Share on any Interest Payment Date that is on or after November 30,
1996. The rights of a holder of the Company's Cumulative Preferred Stock are
junior to those of a holder of a Debenture guaranteed by the Company.
The dividend rate on the Cumulative Preferred Stock will not be
adjusted to reflect subsequent changes in interest rates or the financial
condition of the Company. Accordingly, the market value of a Depositary Share on
a Purchase Date may be more or less than $25, the purchase price of a Depositary
Share.
Although the cancellation and termination provisions of the Purchase
Contracts provide some protection against interest rate changes and credit risk,
these provisions take effect only in the event of a significant increase in
long-term interest rates or a significant deterioration in the financial
condition of the Company. They will not protect a holder from less significant
increases in interest rates or declines in the financial condition of the
Company or any resulting decline in the market value of the Depositary Shares.
Obligations of the Capital Unit Agent
Each Debenture and Guarantee constituting a part of a Capital Unit will
be issued pursuant to the Subordinated Debt Indenture and each Purchase Contract
constituting a part of a Capital Unit will be issued pursuant to the Capital
Unit Agreement. Although the Subordinated Debt Indenture is qualified as an
indenture under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), the Capital Unit Agreement will not be qualified as an
indenture under the Trust Indenture Act and Chemical Bank, in its capacities as
both Capital Unit Agent and Book-Entry Unit Depositary, will not be required to
qualify as a trustee thereunder. Under the terms of the Capital Unit Agreement,
Chemical Bank, in its capacities as both Capital Unit Agent and Book-Entry Unit
Depositary, will have only limited obligations to the holders of the Capital
Units and has not undertaken any fiduciary duty to the holders of Capital Units.
See "Description of the Capital Units -- Description of Book-Entry Capital Units
- -- Obligations of Book-Entry Unit Depositary".
DESCRIPTION OF THE CAPITAL UNITS
The following descriptions of the Capital Unit Agreement, the Capital
Units, the Subordinated Debt Indenture, the Debentures and the Guarantees
(referred to in the accompanying Prospectus as the "Offered Debt Securities")
and the Purchase Contracts supplement the descriptions of the general terms and
provisions of such agreement, such securities and such indenture set forth in
the accompanying Prospectus, to which descriptions reference is hereby made. As
used in the following description and under "Description of Preferred Stock" and
"Description of Depositary Shares" below, the term "Company" means Morgan
Stanley Group Inc. The following summary does not purport to be complete and is
qualified in its entirety by reference to the Capital Unit Agreement, which will
be filed, and the Subordinated Debt Indenture, which has been filed, with the
Commission as exhibits to Current Reports on Form 8-K incorporated by reference
in the accompanying Prospectus.
S-8
<PAGE>
General
Each Capital Unit will consist of (i) an 8.20% Subordinated Debenture
of MS plc in a principal amount of $25, (ii) a full and unconditional
subordinated Guarantee by the Company of the payment of principal, interest
and any Additional Amounts (with respect only to Book-Entry Capital Units and
Definitive Capital Units issued in exchange for Book-Entry Capital Units upon
the occurrence of certain events) on the Debenture and (iii) a related Purchase
Contract issued by the Company and requiring the purchase on the Purchase Date
of one Depositary Share representing ownership of a 1/8 interest in a share of
Cumulative Preferred Stock of the Company at a purchase price of $25 per
Depositary Share. Prior to the settlement or redemption of the related Purchase
Contracts, the Debentures, the Guarantees and the Purchase Contracts may be
purchased and transferred only as Capital Units. To the extent a holder effects
a Cash Settlement upon the closing of a Purchase Contract, the holder's Capital
Unit will be cancelled and a Debenture and Guarantee that are not part of a
Capital Unit will be issued to such holder. Such Debenture and Guarantee may be
transferred by the holder thereof until maturity or earlier redemption but will
not be listed on the New York Stock Exchange. See "-- Description of the
Purchase Contracts -- Payment of Purchase Price; Delivery of Depositary Shares".
Certificates representing Definitive Capital Units will be issued in definitive
registered form without coupons.
Prior to the purchase of Depositary Shares pursuant to the Purchase
Contracts, the holders of the Capital Units, as such, will not be preferred
stockholders of the Company or have any of the rights and privileges of a
preferred stockholder.
Description of the Debentures
General. The Debentures will be limited to $150,000,000 aggregate
principal amount, subject to an increase of up to $22,500,000 aggregate
principal amount in the event the Underwriters' over-allotment option is
exercised in full. The Debentures will bear interest at the rate per annum
specified on the cover page hereof from the date of issuance or from the most
recent Interest Payment Date to which interest has been paid or provided for,
payable quarterly on February 28, May 30, August 30 and November 30 in each
year, commencing November 30, 1995, to the Book-Entry Unit Depositary (in the
case of the Book-Entry Capital Units) and to the persons in whose names
Definitive Capital Units are registered at the close of business on the February
13, May 15, August 15 and November 15 (each, a "Record Date") immediately
preceding such Interest Payment Date. If U.K. taxes are deducted or withheld
from payments of principal or interest on a global Debenture that is part of a
Book-Entry Capital Unit, MS plc will pay such Additional Amounts as are
necessary so that the net payments received by U.S. holders of interests in the
Book-Entry Capital Units will equal the net payments such U.S. holders would
have received in the absence of any such deduction or withholding. Holders who
request Definitive Capital Units will not be entitled to receive any such
Additional Amounts. See "Certain Tax Considerations" below and "Description of
Debt Securities of MS plc -- Payment of Additional Amounts with respect to Debt
Securities" in the accompanying Prospectus.
Each Debenture will mature on November 30, 2015 but may be redeemed
earlier or prepaid on any Purchase Date in connection with a Debenture
Settlement of a related Purchase Contract under the circumstances described
under "-- Description of the Purchase Contracts -- Payment of Purchase Price;
Delivery of Depositary Shares". See "-- Redemption of Debentures".
The Debentures will rank pari passu with all other subordinated
indebtedness of MS plc and, together with such other subordinated indebtedness,
will be subordinated in right of payment to Senior Indebtedness of MS plc. See
"Description of Debt Securities of MS plc -- Subordinated Debt" in the
accompanying Prospectus. As of the date of this Prospectus Supplement, MS plc
has approximately $695.8 million of outstanding subordinated indebtedness and no
outstanding Senior Indebtedness. Neither the Capital Unit Agreement nor the
Subordinated Debt Indenture prohibits or limits the incurrence by MS plc of
Senior Indebtedness or other indebtedness.
S-9
<PAGE>
The obligation of a holder under a Purchase Contract to purchase a
Depositary Share will not be terminated or otherwise affected by the occurrence
and continuance of an Event of Default with respect to the Debentures or the
failure by the Company to pay any amount with respect to the Debentures pursuant
to the Guarantee.
The Subordinated Debt Indenture permits the defeasance of the
Debentures upon the satisfaction of the conditions described under "Description
of Debt Securities of MS plc -- Discharge, Defeasance and Covenant Defeasance"
in the accompanying Prospectus. The Debentures are subject to such defeasance
provisions.
Redemption of Debentures. Subject to the limitations set forth below,
the Debentures will be redeemable, in whole or in part, at the option of MS plc,
upon not less than 30 nor more than 60 days' notice, on any Interest Payment
Date on or after November 30, 2000, at a redemption price equal to the principal
amount of Debentures to be redeemed plus accrued and unpaid interest to the date
fixed for redemption. In addition, the Company may accelerate the closing of a
Purchase Contract requiring, at the holder's option, a Debenture Settlement or a
Cash Settlement on any Interest Payment Date on or after November 30, 1996 in
the manner provided in "-- Description of the Purchase Contracts -- Payment of
Purchase Price; Delivery of Depositary Shares" and "-- Description of the
Purchase Contracts -- Acceleration of Purchase". If the holder properly effects
a Cash Settlement, the related Debenture may be redeemed at MS plc's option on
any Interest Payment Date that is no earlier than six months after the Purchase
Date of such Purchase Contract. Any Debenture that remains outstanding after a
Cash Settlement may be transferred by the holder thereof but will not be listed
on the New York Stock Exchange. If fewer than all the Debentures are redeemed on
a particular Interest Payment Date, Debentures will be redeemed on a pro rata
basis (with adjustments to prevent fractions).
The Debentures may also be redeemed at any time, as a whole but not in
part, at the option of MS plc, upon not less than 30 nor more than 60 days'
notice, at a redemption price equal to the principal amount of Debentures to be
redeemed, together with accrued and unpaid interest to the redemption date, if,
at any time after the issuance of the Debentures, MS plc shall determine that,
as a result of any change in or amendment to the laws or regulations or rulings
promulgated thereunder of the U.K. or of any political subdivision or taxing
authority thereof or therein or any change in the official application or
interpretation of such laws, regulations or rulings, or any change in the
official application or interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which the U.K. or such political
subdivision or taxing authority is a party, which change or amendment becomes
effective on or after the date of this Prospectus Supplement, (a) in making
payments in respect of principal or interest on Debentures that are part of
Book-Entry Capital Units it would become obligated to pay Additional Amounts
with respect thereto as a result of any withholding taxes or similar charges
imposed by or for the account of the U.K. or any political subdivision or taxing
authority thereof or therein or (b) the payment of interest on the Debentures
would be treated as a "distribution" within the meaning of section 209 of the
Income and Corporation Taxes Act 1988 of the U.K. (or any statutory modification
or re-enactment thereof for the time being) (any such redemption is referred to
herein as a "Tax Redemption").
Notwithstanding the foregoing, MS plc may not redeem any Debenture
unless the related Purchase Contract has been redeemed on or prior to the
redemption date for such Debenture or, if the closing of the related Purchase
Contract has been accelerated as described under "-- Description of the Purchase
Contracts -- Acceleration of Purchase", unless such Purchase Contract has been
settled and the holder thereof had effected a Cash Settlement no less than six
months prior to the date of redemption of such Debenture.
Upon mailing of a redemption notice, interest on the Debentures called
for redemption will cease to accrue from and after the date fixed for redemption
(unless MS plc defaults in providing funds for the payment of the redemption
price), and such Debentures (and any related Purchase Contracts) will no longer
be deemed to be outstanding. On the date fixed for redemption, all rights and
obligations of the holders of such Debentures (except the right to receive the
redemption price, without interest) (and any related Purchase Contracts) will
cease and the principal amount of the Debentures called for redemption will
automatically be reduced to zero. MS plc's obligation to provide funds for such
redemption will be deemed fulfilled if, on or before 12:00 noon, New York City
time, on the date fixed for redemption, MS plc deposits with a paying agent (a
"Paying Agent") funds necessary for such
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redemption, in trust with irrevocable instructions and authorization that such
funds be applied to the redemption of the Debentures called for redemption upon
surrender of any certificates therefor.
The Guarantee. The Debentures will be fully and unconditionally
guaranteed on a subordinated basis pursuant to a guarantee of the Company as to
the payment of principal, interest and any Additional Amounts (with respect only
to Book-Entry Capital Units and Definitive Capital Units issued in exchange for
Book-Entry Capital Units upon the occurrence of certain events described under
"Description of Book-Entry Capital Units -- Issuance of Definitive Capital
Units") when and as the same shall become due and payable, whether at maturity
or otherwise, pursuant to the terms of the Debentures. Under the terms of the
Guarantee, holders of the Debentures will not be required to exercise their
remedies against MS plc prior to proceeding directly against the Company. In
addition, the Company will not be entitled to offset its obligations under the
Guarantee against the holders' obligations under the Purchase Contracts or the
provisions of the Capital Unit Agreement relating thereto. See "Description of
Debt Securities of MS plc -- Guarantee of Debt Securities by the Company" in the
accompanying Prospectus.
Subordination of the Guarantee. The Guarantee will rank pari passu with
all other subordinated indebtedness of the Company and, together with such other
subordinated indebtedness, will be subordinated in right of payment to the prior
payment in full of Senior Indebtedness of the Company. See "Description of Debt
Securities of MS plc -- Subordinated Debt" and "-- Guarantee of Debt Securities
by the Company" in the accompanying Prospectus. At August 31, 1995, the Company
had approximately $13.7 billion aggregate principal amount of Senior
Indebtedness outstanding and approximately $103 million aggregate principal
amount of subordinated indebtedness outstanding. In addition, the Company from
time to time issues subordinated guarantees, including subordinated guarantees
issued in respect of capital units which aggregated approximately $695.8 million
at the date of this Prospectus Supplement. The Company expects from time to
time to incur additional indebtedness constituting Senior Indebtedness of the
Company, and neither the Capital Unit Agreement nor the Subordinated Debt
Indenture prohibits or limits the incurrence by the Company of Senior
Indebtedness or other indebtedness.
Description of the Purchase Contracts
General. Each Purchase Contract will obligate the holder of the related
Capital Unit to purchase, and the Company to sell, on May 30, 2015, one
Depositary Share evidencing ownership of a 1/8 interest in a share of Cumulative
Preferred Stock at a purchase price of $25 per Depositary Share (the "Purchase
Price"); provided that the Company may, at its option, at any time or from time
to time on not less than 30 nor more than 60 days' notice, accelerate the
obligation of the holders of at least 2,000,000 or more Purchase Contracts to
purchase, and the Company to sell, on the next succeeding Interest Payment Date
(commencing with November 30, 1996), one Depositary Share per Purchase Contract
subject to such accelerated closing; provided further that no such acceleration
with respect to less than all outstanding Purchase Contracts shall result in
fewer than 2,000,000 Purchase Contracts remaining outstanding after such
accelerated purchase. If fewer than all Purchase Contracts are to be subject to
closing on a particular Accelerated Purchase Date, the selection of the Purchase
Contracts to be subject to such closing will be made on a pro rata basis (with
adjustments to prevent fractions). If the closing of a Purchase Contract has
been accelerated, unless the holder has elected and properly effected a Cash
Settlement, such holder will be deemed to have elected a Debenture Settlement,
in which case the related Debenture will be prepaid on the Purchase Date of the
related Purchase Contract and such prepayment of the principal amount of the
Debenture will be made to the Capital Unit Agent to be applied by the Capital
Unit Agent to purchase a Depositary Share. See "-- Payment of Purchase Price;
Delivery of Depositary Shares". Certain rights and obligations of the Company
and the holders of the Capital Units under the Purchase Contracts are subject to
cancellation or termination under certain circumstances. See "-- Cancellation of
Acceleration and Termination".
Payment of Purchase Price; Delivery of Depositary Shares. Under the
terms of the Capital Unit Agreement, on any Purchase Date under a particular
Purchase Contract, a holder may pay for the Depositary Share to be issued under
such Purchase Contract by a Debenture Settlement or by a Cash Settlement. A
holder must provide the Capital Unit Agent with written notice of its election
to effect a Cash Settlement not less than 10 nor more than 20 days prior to such
Purchase Date. A holder who does not provide such notice and actually delivers
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such cash payment pursuant to the Cash Settlement will be deemed to have elected
a Debenture Settlement, in which case the Capital Unit Agent will purchase such
holder's Depositary Share with the cash received by the Capital Unit Agent upon
the prepayment of the principal amount of the related Debenture. If a holder
properly effects a Cash Settlement, the holder's Capital Unit will be cancelled
and a Debenture and Guarantee that are not part of a Capital Unit will be issued
and will remain outstanding until the redemption or final maturity of such
Debenture. See "-- Description of the Debentures -- Redemption of Debentures".
To be effective, any payment of the Purchase Price by a holder of a
Capital Unit (other than payment by a Debenture Settlement) must be made to the
Capital Unit Agent prior to 12:00 noon, New York City time, on the business day
immediately preceding the applicable Purchase Date in New York funds payable to
or upon the order of the Company and must be made with respect to all, but not
fewer than all, of the Purchase Contracts included in the Capital Units held by
such holder with respect to which the Purchase Date is occurring.
Upon receiving an effective payment of the Purchase Price (including
payment by a Debenture Settlement) and upon surrender of the related Debenture
(in the case of a Debenture Settlement), the Company will be obligated to issue
and deliver the Cumulative Preferred Stock to the Preferred Stock Depositary,
and Depositary Shares will be distributed by the Preferred Stock Depositary to
the holders or their designees. In the case of Definitive Capital Units, any
interest on the Debentures received by the Capital Unit Agent upon settlement of
the related Purchase Contract will be distributed to the holders of such
Definitive Capital Units entitled thereto upon presentation and surrender of the
certificates evidencing such Definitive Capital Units. In the case of Book-Entry
Capital Units, any interest on the Debentures received by the Capital Unit Agent
will be distributed to DTC.
Redemption of Purchase Contracts. On or after November 30, 2000, the
Company may, at its option, redeem the Purchase Contracts, in whole or in part,
upon not less than 30 nor more than 60 days' notice on any Interest Payment Date
at a redemption price of $.025 per Purchase Contract, provided that no partial
redemption may result in fewer than 2,000,000 Purchase Contracts remaining
outstanding after such redemption. In addition, all of the Purchase Contracts
will be redeemed in the event that the Debentures are redeemed as a result of a
Tax Redemption. The procedures for redemption of the Purchase Contracts will be
substantially similar to the provisions described in the fourth paragraph under
"-- Description of the Debentures -- Redemption of Debentures".
Acceleration of Purchase. The Company may, at its option, accelerate to
any Interest Payment Date that is on or after November 30, 1996 the closing of
the purchase of 2,000,000 or more Purchase Contracts upon not less than 30 and
not more than 60 days' notice, subject to cancellation and termination in the
circumstances described below, provided that no partial acceleration may result
in fewer than 2,000,000 Purchase Contracts remaining outstanding after such
acceleration. If the closing of a Purchase Contract has been accelerated and the
holder has properly effected a Cash Settlement, the related Debenture may be
redeemed at MS plc's option on any Interest Payment Date that is no earlier than
six months after the Purchase Date of such Purchase Contract. See "--
Description of the Debentures -- Redemption of Debentures". If the holder does
not elect and properly effect a Cash Settlement, such holder will be deemed to
have elected a Debenture Settlement, in which case the related Debenture will be
prepaid on the settlement date of the related Purchase Contract and such
prepayment of the principal amount of the Debenture will be made to the Capital
Unit Agent to be applied by the Capital Unit Agent to purchase a Depositary
Share. See "-- Payment of Purchase Price; Delivery of Depositary Shares". Any
acceleration notice may be cancelled if the Company gives written notice of such
cancellation to the Capital Unit Agent and the holders on or before the 10th day
prior to the applicable Purchase Date.
Cancellation of Acceleration and Termination. The Company will not be
entitled to accelerate the obligations of the holders of the Capital Units under
the Purchase Contracts to any Accelerated Purchase Date, and notice of any such
acceleration will be automatically rescinded and annulled, if, at 5:00 P.M. New
York City time on the date that is five business days prior to such Accelerated
Purchase Date, (i) the Company has outstanding publicly held long-term senior
unsecured debt obligations ("Long-Term Senior Debt") that are not rated with an
investment grade rating by either Moody's Investors Service, Inc. (together with
any successor, "Moody's") or Standard & Poor's Corporation (together with any
successor, "S&P"); (ii) the market yield-to-maturity of the
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then-current 30-year U.S. Treasury bond exceeds 14%; or (iii) the Company has
outstanding any shares of any class of stock of the Company ranking prior to the
Cumulative Preferred Stock as to dividends or upon liquidation, unless the
holders of not less than 66 2/3% of the Capital Units outstanding at the time of
the issuance of such shares consented to such issuance (each, a "Cancellation
Condition"). The rescission of any notice of acceleration as set forth above
will not prevent the Company from giving notice of an Accelerated Purchase Date
with respect to any Purchase Contracts at a later date.
The term "investment grade" means a rating of Baa3 or above (or the
equivalent) by Moody's, BBB- or above (or the equivalent) by S&P or an
equivalent rating by one or more successor or substitute rating organizations
and a "rating" will include any "implied" rating. If from time to time the
Company has outstanding Long-Term Senior Debt that is not publicly rated by
Moody's or S&P, or both, or the Capital Units are not publicly rated by Moody's
or S&P, or both, the Company may select one or more nationally recognized
statistical rating organizations to be substituted for Moody's or S&P, or both,
as the case may be. The Company's Long-Term Senior Debt is currently rated A+ by
S&P and A1 by Moody's.
In addition, each Purchase Contract will automatically terminate (i)
upon certain events of bankruptcy with respect to the Company or (ii) if at 5:00
P.M. New York City time on the date that is five business days prior to the
Stated Purchase Date there exists a Cancellation Condition.
The obligation of a holder under a Purchase Contract to purchase a
Depositary Share will not be terminated or otherwise affected by the occurrence
and continuance of an Event of Default with respect to the Debentures or the
failure by the Company to pay any amount with respect to the Debentures pursuant
to the Guarantee.
Merger, Consolidation and Sales of Assets. Under the terms of the
Capital Unit Agreement, in the case of any consolidation or merger of the
Company with or into any other entity or the sale, transfer or lease of all or
substantially all of the assets of the Company, unless its obligations with
respect to the Purchase Contracts have been terminated (see "-- Cancellation of
Acceleration and Termination"), each holder of the Capital Units then
outstanding will have the right and the obligation under the related Purchase
Contracts to purchase on the Purchase Date the number of shares, property or
other assets which a holder of the number of shares of Cumulative Preferred
Stock to which such Purchase Contracts related would have been entitled to
receive as a result of such consolidation, merger, sale, transfer or lease.
Description of Book-Entry Capital Units
General. All Debentures underlying Book-Entry Capital Units will be
represented by a global Debenture without coupons (the "Global Debenture"), will
be issued in a denomination equal to the aggregate principal amount of
outstanding Debentures to be represented thereby and will be held by Chemical
Bank, as Book-Entry Unit Depositary. All Purchase Contracts underlying
Book-Entry Capital Units will be represented by a registered global Purchase
Contract (the "Global Purchase Contract") which will be registered in the name
of Chemical Bank, as Book-Entry Unit Depositary, and will be issued in a
denomination equal to the number of outstanding Purchase Contracts to be
represented thereby. Such Global Debenture and Global Purchase Contract will be
deposited with the Book-Entry Unit Depositary pursuant to the terms of the
Capital Unit Agreement dated as of October 18, 1995 among MS plc, the Company,
Chemical Bank and the holders from time to time of Capital Units. The Book-Entry
Unit Depositary will issue a certificateless depositary interest (which
represents a 100% interest in the underlying Global Debenture and Global
Purchase Contract) to DTC. Unless and until Book-Entry Capital Units are
exchanged in whole or in part for Definitive Capital Units, the depositary
interest held by DTC may not be transferred except as a whole by DTC to a
nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by
DTC or any such nominee to a successor of DTC or a nominee of such successor.
Pursuant to the Capital Unit Agreement, MS plc will appoint the
Book-Entry Unit Depositary as its agent for purposes of maintaining a register
recording the right to receive payments of principal of and interest on the
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Global Debenture that is part of the Book-Entry Capital Units. Interests in such
Global Debenture cannot be transferred unless such transfer is recorded on the
register maintained by the Book-Entry Unit Depositary.
Ownership of beneficial interests in Book-Entry Capital Units will be
limited to persons that have accounts with DTC ("participants") or persons that
may hold interests through participants. Procedures with respect to the
ownership of Book-Entry Capital Units are set forth below.
So long as the Book-Entry Unit Depositary, or its nominee, is the
holder of the Global Debenture and the Global Purchase Contract underlying
Book-Entry Capital Units, the Book-Entry Unit Depositary or such nominee, as the
case may be, will be considered the sole holder of such Global Debenture for all
purposes under the Subordinated Debt Indenture and of such Global Purchase
Contract for all purposes under the Capital Unit Agreement. Except as set forth
below under "-- Issuance of Definitive Capital Units", participants or persons
that may hold interests through participants will not be entitled to have
Book-Entry Capital Units registered in their names, will not receive or be
entitled to receive physical delivery of Book-Entry Capital Units in definitive
form and will not be considered the owners or holders thereof under the
Subordinated Debt Indenture or Capital Unit Agreement. Accordingly, each person
owning an interest in a Book-Entry Capital Unit must rely on the procedures of
the Book-Entry Unit Depositary and DTC and, if such person is not a participant
in DTC, on the procedures of the participant through which such person owns its
interest, to exercise any rights and obligations of a holder under the
Subordinated Debt Indenture or Capital Unit Agreement. See "-- Action by Holders
of Book-Entry Capital Units".
Payments on Global Debenture and Global Purchase Contract. Payment of
any amounts in respect of Global Debentures and payment of any redemption
amounts for Global Purchase Contracts will be made to the Book-Entry Unit
Depositary, as the holder thereof and as collecting agent for DTC. The
Book-Entry Unit Depositary will distribute all such payments to DTC, which will
distribute such payment to its participants. All such payments will be
distributed without deduction or withholding for any taxes or other governmental
charges, or if any such deduction or withholding is required to be made under
the provisions of any applicable law or regulation, then, except as described in
the accompanying Prospectus under "Description of Debt Securities of MS plc --
Payments of Additional Amounts with respect to Debt Securities", the Company or
MS plc (in respect of the Global Debenture) will pay or cause to be paid such
additional amounts as may be necessary in order that the net amounts received by
holders of beneficial interests in the Global Debenture or the Global Purchase
Contract after such deduction or withholding, will equal the net amounts that
such holders would have otherwise received in respect of the Global Debenture or
Global Purchase Contract, as the case may be, absent such deduction or
withholding. DTC, upon receipt of any such payment, will immediately credit
participants' accounts with payments in amounts proportionate to their
respective ownership of Book-Entry Capital Units, as shown on the records of
DTC. The Company and MS plc expect that payments by participants to owners of
interests in Book-Entry Capital Units held through such participants will be
governed by standing customer instructions and customary practices, as is now
the case with the securities held for the accounts of customers in bearer form
or registered in "street name", and will be the responsibility of such
participants. None of the Company, MS plc, the Trustee or any other agent of the
Company, MS plc or the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of a participant's
interest in Book-Entry Capital Units or for maintaining, supervising or
reviewing any records relating to a participant's interest in Book-Entry Capital
Units.
DTC has advised the Company and MS plc as follows: DTC is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC was created
to hold securities of its participants and to facilitate the clearance and
settlement of transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. DTC
participants include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations and certain other
organizations, some of whom (and/or their representatives) own DTC. Access to
DTC book-entry system
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is also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly.
Ownership of Book-Entry Capital Units will be limited to DTC
participants or persons that may hold interests through participants. Upon the
issuance by the Book-Entry Unit Depositary of the certificateless depositary
interest to DTC, DTC will credit, on its book-entry registration and transfer
system, the participants' accounts with the respective interests beneficially
owned by such participants. The accounts to be credited shall be designated by
the Underwriters. Ownership of interests in Book-Entry Capital Units will be
shown on, and the transfer of such interests will be effected only through,
records maintained by DTC (with respect to interests of participants) and on the
records of participants (with respect to interests of persons holding through
participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, transfer or pledge
Book-Entry Capital Units.
The Company and MS plc understand that under existing industry
practices, if either of them requests any action of holders of Book-Entry
Capital Units or if an owner of a Book-Entry Capital Unit desires to give or
take any action that a holder is entitled to give or take under the Subordinated
Debt Indenture or Capital Unit Agreement, including the election to make a Cash
Settlement on any Purchase Date, DTC would authorize the participants holding
the relevant Book-Entry Capital Units to give or take such action, and such
participants would authorize beneficial owners owning through such participants
to give or take such action or would otherwise act upon the instructions of
beneficial owners holding through them.
Redemption. In the event the Global Debenture or Global Purchase
Contract (or portion thereof) is redeemed, the Book-Entry Unit Depositary will
redeem, from the amount received by it in respect of the redemption of the
Global Debenture or Global Purchase Contract, as the case may be, an equal
amount of the depositary interest issued to DTC. The redemption price payable in
connection with the redemption of Book-Entry Capital Units will be equal to the
amount received by the Book-Entry Unit Depositary in connection with the
redemption of the Global Debenture or Global Purchase Contract (or portion
thereof), as the case may be, less any amounts required to be withheld in
respect of taxes.
Transfers. All transfers of interests in Book-Entry Capital Units will
be recorded in accordance with the book-entry system maintained by DTC, pursuant
to customary procedures established by DTC and its participants. See "--
General". Investors may transfer or exchange interests in Book-Entry Capital
Units for Definitive Capital Units as set forth under "-- Issuance of Definitive
Capital Units" below and investors may transfer or exchange interests in
Definitive Capital Units for interests in Book-Entry Capital Units by depositing
their Definitive Capital Units with the Capital Unit Agent and requesting the
Capital Unit Agent to effect such transfer or exchange. The amount of the
depositary interest held by DTC will be increased and decreased to reflect such
transfers or exchanges. The Book-Entry Unit Depositary will make the appropriate
adjustments to the Global Debenture and Global Purchase Contract underlying the
Book-Entry Capital Units to reflect any such transfers or exchanges.
Acceleration. Holders of Book-Entry Capital Units may elect to effect a
Cash Settlement on a Purchase Date in lieu of surrendering such holders'
interest in the Global Debenture in accordance with procedures set forth under
"-- Action by Holders of Book-Entry Capital Units" below. If such holders effect
such a Cash Settlement, or if all or any portion of the Global Purchase Contract
is redeemed, a second global Debenture (including a Guarantee) without coupons
will be issued by MS plc to the Book-Entry Unit Depositary representing the
aggregate principal amount of Debentures that will remain outstanding without a
related Purchase Contract. The Book-Entry Unit Depositary will then issue a
corresponding certificateless depositary interest in such second global
Debenture (and Guarantee) to DTC. The second global Debenture (and corresponding
certificateless depositary interest in such Debenture issued to DTC) will be
issued in an amount equal to the aggregate principal amount of Debentures that
were not repaid in connection with the acceleration or redemption of the related
Purchase Contracts and the aggregate principal amount of the initial Global
Debenture underlying Book-Entry Capital Units will be reduced by a corresponding
amount. MS plc will appoint the Book-Entry Unit Depositary as its agent for
purposes of maintaining a register recording the right to principal of and
interest on the second global Debenture. Interests in such second global
Debenture cannot be transferred unless such transfer is recorded on the register
maintained by
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the Book-Entry Unit Depositary. DTC will also operate a book-entry system with
respect to the depositary interest issued to it in respect of the second global
Debenture. Depositary Shares issuable to holders of Book-Entry Capital Units
will be issued to or upon the order of DTC (or its nominee) on behalf of such
holders.
Holders of Definitive Capital Units must tender their Definitive
Capital Units to the Capital Unit Agent in order to receive the Depositary
Shares representing the Preferred Stock issuable upon the settlement of the
related Purchase Contract (whether such settlement is a Cash Settlement or a
Debenture Settlement). See "Description of the Capital Units -- Certain
Provisions of the Capital Unit Agreement -- Payment, Settlement, Transfer and
Exchange of Definitive Capital Units" in the accompanying Prospectus. When
Definitive Capital Units are received by the Capital Unit Agent, the Purchase
Contract portion of each such Definitive Capital Unit will be cancelled and a
certificate for the Depositary Shares representing an interest in the Cumulative
Preferred Stock will be issued to the holder. If the holder has elected and
properly effected a Cash Settlement, a certificate evidencing a Debenture and
Guarantee will also be issued to the holder. Transfers between interests in the
second global Debenture and definitive registered Debentures which are no longer
part of a Definitive Capital Unit will be effected in the same manner as
described in "-- Transfers" above.
Issuance of Definitive Capital Units. Holders of Book-Entry Capital
Units will be entitled to receive Definitive Capital Units in registered form if
DTC is at any time unwilling or unable to continue as depositary or ceases to be
a clearing agency registered under the Exchange Act, and a successor to DTC
registered as a clearing agency under the Exchange Act is not appointed by the
Company and MS plc within 90 days. In addition, Definitive Capital Units will be
issued in exchange for all Book-Entry Capital Units (i) if the Book-Entry Unit
Depositary is at any time unwilling or unable to continue as Book-Entry Unit
Depositary and a successor Book-Entry Unit Depositary is not appointed by the
Company and MS plc within 90 days, (ii) upon the occurrence of an Event of
Default with respect to the Debentures or (iii) if the Company and MS plc at any
time and in their sole discretion determine not to have any of the Capital Units
represented by Book-Entry Capital Units. Any Definitive Capital Units issued in
exchange for Book-Entry Capital Units will be registered in such name or names
as the Book-Entry Unit Depositary shall instruct the Trustee and Capital Unit
Agent, respectively, based on the instructions of DTC. It is expected that such
instructions will be based upon directions received by DTC from participants
with respect to ownership of Book-Entry Capital Units.
In addition to the foregoing, holders who purchase Capital Units as
part of their initial offering pursuant to this Prospectus Supplement and
holders of Book-Entry Capital Units will be entitled to request and receive
Definitive Capital Units. In the case of a person holding Book-Entry Capital
Units, Definitive Capital Units will be issued to and registered in the name of,
or as directed by, such person only upon the request in writing by the
Book-Entry Unit Depositary (based upon the instructions of DTC).
HOLDERS SHOULD BE AWARE THAT, UNDER CURRENT U.K. TAX LAW, UPON THE
ISSUANCE TO A HOLDER OF DEFINITIVE CAPITAL UNITS, SUCH HOLDER WILL BECOME
SUBJECT TO U.K. INCOME TAX (CURRENTLY 25%) TO BE WITHHELD ON ANY PAYMENTS OF
INTEREST ON THE DEBENTURES CONSTITUTING PART OF THE DEFINITIVE CAPITAL UNITS AS
SET FORTH UNDER "CERTAIN TAX CONSEQUENCES". IF SUCH DEFINITIVE CAPITAL UNITS ARE
ISSUED PURSUANT TO THE REQUEST OF A HOLDER, NEITHER MS PLC NOR THE COMPANY WILL
BE OBLIGATED TO PAY ANY ADDITIONAL AMOUNTS WITH RESPECT TO THE DEBENTURES.
However, U.S. holders of Definitive Capital Units may be entitled to receive a
refund of withheld amounts from the U.K. Inland Revenue in certain
circumstances. See "Certain Tax Considerations". In addition, if a holder
receives Definitive Capital Units other than pursuant to its request, such
holder will be entitled to receive Additional Amounts with respect to the
Debentures that are part of such Definitive Capital Units. See "Description of
Debt Securities of MS plc -- Payment of Additional Amounts with respect to Debt
Securities" in the accompanying Prospectus.
Action by Holders of Book-Entry Capital Units. As soon as practicable
after receipt by the Book-Entry Unit Depositary of notice of any solicitation of
consents or request for a waiver or other action by the holders of Book-Entry
Capital Units, the Book-Entry Unit Depositary will mail to DTC a notice
containing (a) such information as is contained in such notice, (b) a statement
that at the close of business on a specified record date
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DTC will be entitled to instruct the Book-Entry Unit Depositary as to the
consent, waiver or other action, if any, pertaining to the Book-Entry Capital
Units, and (c) a statement as to the manner in which such instructions may be
given. Upon the written request of DTC, the Book-Entry Unit Depositary shall
endeavor insofar as practicable to take such action regarding the requested
consent, waiver or other action in respect of the Book-Entry Capital Units in
accordance with any instructions set forth in such request. DTC is expected to
follow the procedures described under "-- General" above with respect to
soliciting instructions from its participants. The Book-Entry Unit Depositary
will not exercise any discretion in the granting of consents or waivers or the
taking of any other action relating to the Capital Unit Agreement or the
Subordinated Debt Indenture.
Reports. The Book-Entry Unit Depositary will immediately send to DTC a
copy of any notices, reports and other communications received relating to MS
plc, the Company or Book-Entry Capital Units.
Action by Book-Entry Unit Depositary. Upon the occurrence of a default
with respect to the Book-Entry Capital Units, or in connection with any other
right of the holder of the Global Debenture under the Subordinated Debt
Indenture or the Global Purchase Contract under the Capital Unit Agreement, if
requested in writing by DTC, the Book-Entry Unit Depositary will take any such
action as shall be requested in such notice; provided that the Book-Entry Unit
Depositary has been offered reasonable security or indemnity against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request by the holders of Book-Entry Capital Units.
Charges of Book-Entry Unit Depositary. The Company and MS plc have
agreed to pay all charges of the Book-Entry Unit Depositary under the Capital
Unit Agreement. The Company and MS plc also have agreed to indemnify the
Book-Entry Unit Depositary against certain liabilities incurred by it under the
Capital Unit Agreement.
Amendment and Termination. In addition to the matters described under
"Description of the Capital Units -- Certain Provisions of the Capital Unit
Agreement -- Modification" in the accompanying Prospectus, the Capital Unit
Agreement may be amended by agreement among the Company, MS plc, the Capital
Unit Agent and the Book-Entry Unit Depositary. The consent of DTC shall not be
required in connection with any amendment to the Capital Unit Agreement (i) to
cure any inconsistency or ambiguity in the Capital Unit Agreement, (ii) to add
to the covenants and agreements of the Book-Entry Unit Depositary, the Capital
Unit Agent or the Company and MS plc, as applicable, (iii) to effectuate the
assignment of the Book-Entry Unit Depositary's rights and duties to a qualified
successor, (iv) to comply with the Securities Act, the Exchange Act or the U.S.
Investment Company Act of 1940, as amended, or (v) to modify, alter, amend or
supplement the Capital Unit Agreement in any other manner that is not adverse to
DTC or the holders of Book-Entry Capital Units. Except as set forth above, no
amendment that adversely affects DTC may be made to the Capital Unit Agreement
or the Book-Entry Capital Units without the consent of DTC.
The Book-Entry Unit Depositary will at any time at the direction of the
Company or MS plc, as applicable, terminate the Book-Entry Capital Unit
provisions of the Capital Unit Agreement by mailing a notice of such termination
to the Company, MS plc, the Trustee and the Capital Unit Agent and requesting
that the Trustee and the Capital Unit Agent, as applicable, issue Definitive
Capital Units, in replacement of Book-Entry Capital Units to the persons and in
the amounts as specified by DTC. Upon the issuance of such Definitive Capital
Units, the Book-Entry Capital Unit provisions of the Capital Unit Agreement will
terminate. The Book-Entry Capital Unit provisions of the Capital Unit Agreement
may also be terminated upon the resignation of the Book-Entry Unit Depositary if
no successor has been appointed within 90 days as set forth under "--
Resignation or Removal of Book-Entry Unit Depositary" below.
Resignation or Removal of Book-Entry Unit Depositary. The Book-Entry
Unit Depositary may at any time resign as Book-Entry Unit Depositary by written
notice delivered to each of the Company, MS plc, the Trustee and the Capital
Unit Agent, such resignation to take effect upon the appointment by the Company
and MS plc of a successor book-entry unit depositary and its acceptance of such
appointment. If at the end of 90 days after delivery of such notice, no
successor depositary has been appointed or has accepted such appointment, the
Book-Entry Unit Depositary may terminate the Book-Entry Capital Unit provisions
of the Capital Unit Agreement.
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Obligations of Book-Entry Unit Depositary. The Book-Entry Unit
Depositary will assume no obligation or liability under the Capital Unit
Agreement other than to use good faith and reasonable care in the performance of
its duties under the Capital Unit Agreement.
Description of Definitive Capital Units
For a further description of Definitive Capital Units and the related
provisions of the Capital Unit Agreement, see "Description of the Capital Units"
in the accompanying Prospectus.
Information Concerning the Capital Unit Agent, the Book-Entry Unit Depositary
and the Trustee
Chemical Bank is the Capital Unit Agent and Book-Entry Unit Depositary
under the Capital Unit Agreement and the Trustee under the Subordinated Debt
Indenture. Chemical Bank is one of a number of banks with which the Company and
its subsidiaries maintain ordinary banking relationships and with which the
Company and its subsidiaries maintain credit facilities.
DESCRIPTION OF CUMULATIVE PREFERRED STOCK
The following description of the Cumulative Preferred Stock offered
hereby supplements the description of the general terms and provisions of the
Offered Cumulative Preferred Stock set forth in the Prospectus, to which
description reference is hereby made. The Company and MS plc currently have
outstanding Capital Units that may result in up to 611,238 shares of the
Company's 7.82% Cumulative Preferred Stock, with a stated value of $200.00 per
share (the "7.82% Preferred Stock"), being issued at any time, up to 1,150,000
shares of the Company's 7.80% Cumulative Preferred Stock, with a stated value of
$200.00 per share (the "7.80% Preferred Stock"), being issued at any time, up to
720,900 shares of the Company's 9.00% Cumulative Preferred Stock, with a stated
value of $200.00 per share (the "9.00% Preferred Stock"), being issued at any
time on or after February 28, 1996 and up to 996,776 shares of the Company's
8.40% Cumulative Preferred Stock, with a stated value of $200.00 per share (the
"8.40% Preferred Stock"), being issued at any time on or after August 30, 1996.
If issued, the liquidation preference with respect to each of the 7.82%
Preferred Stock, the 7.80% Preferred Stock, the 9.00% Preferred Stock and the
8.40% Preferred Stock would be $200.00 per share and each of the 7.82% Preferred
Stock, the 7.80% Preferred Stock, the 9.00% Preferred Stock and the 8.40%
Preferred Stock would be redeemable at the option of the Company on and after
November 30, 1998, February 28, 1999, February 28, 2000 and August 30, 2000,
respectively. Unless the context otherwise requires, as used in this Prospectus
Supplement and the accompanying Prospectus, the term "Existing Cumulative
Preferred Stock" includes shares of 7.82% Preferred Stock, 7.80% Preferred
Stock, 9.00% Preferred Stock and the 8.40% Preferred Stock that may be issued by
the Company. The following summary of the particular terms and provisions of the
Cumulative Preferred Stock does not purport to be complete and is qualified in
its entirety by reference to the Company's Restated Certificate of Incorporation
and the Certificate of Designation of Preferences and Rights of the Cumulative
Preferred Stock (the "Certificate of Designation").
Pursuant to action of the Board of Directors of the Company or a
committee thereof (the "Committee"), the shares of Cumulative Preferred Stock
represented by the Depositary Shares (including the shares of Cumulative
Preferred Stock represented by the Depositary Shares that relate to Capital
Units that are subject to the Underwriters' over-allotment option) constitute a
single series of Cumulative Preferred Stock. The Cumulative Preferred Stock is
not convertible into shares of any other class or series of stock of the
Company. Shares of Cumulative Preferred Stock have no preemptive rights. Any
shares of Cumulative Preferred Stock that are surrendered for redemption will be
returned to the status of authorized and unissued Preferred Stock.
The Bank of New York is the registrar, transfer agent and dividend
disbursing agent for the shares of Cumulative Preferred Stock.
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Rank. As of the date hereof, the Cumulative Preferred Stock ranks as to
payment of dividends and amounts payable on liquidation prior to the Common
Stock and on a parity with the ESOP Preferred Stock and each series of the
Existing Cumulative Preferred Stock.
Dividends. Holders of shares of Cumulative Preferred Stock are
entitled to receive, when and as declared by the Board of Directors or the
Committee out of funds legally available therefor, cash dividends payable
quarterly at the rate of 8.20% per annum. Dividends on the Cumulative Preferred
Stock, calculated as a percentage of the stated value, will be payable quarterly
on February 28, May 30, August 30 and November 30, commencing on the first such
date occurring after the Cumulative Preferred Stock is issued pursuant to the
Purchase Contracts. Dividends on the Cumulative Preferred Stock will be
cumulative from the date of initial issuance of such Cumulative Preferred Stock.
Dividends will be payable to holders of record as they appear on the stock books
of the Company on such record dates, not more than 60 nor less than 10 days
preceding the payment dates, as shall be fixed by the Board of Directors or the
Committee.
Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the Company, the holders of shares of Cumulative Preferred Stock
will be entitled to receive out of the assets of the Company available for
distribution to stockholders, before any distribution is made to holders of (i)
any other shares of Preferred Stock ranking junior to the Cumulative Preferred
Stock as to rights upon liquidation, dissolution or winding up that may be
issued in the future or (ii) Common Stock, liquidating distributions in the
amount of $200.00 per share (equivalent to $25.00 per Depositary Share), plus
accrued and accumulated but unpaid dividends to the date of final distribution,
but the holders of the shares of Cumulative Preferred Stock will not be entitled
to receive the liquidation price of such shares until the liquidation preference
of any other shares of the Company's capital stock ranking senior to the
Cumulative Preferred Stock as to rights upon liquidation, dissolution or winding
up shall have been paid (or a sum set aside therefor sufficient to provide for
payment) in full.
Optional Redemption. The Cumulative Preferred Stock is not subject to
any mandatory redemption or sinking fund provision. The Cumulative Preferred
Stock is not redeemable prior to November 30, 2000. On or after such date, the
Cumulative Preferred Stock will be redeemable at the option of the Company, in
whole or in part, upon not less than 30 days' notice at the redemption price
equal to $200.00 per share (equivalent to $25.00 per Depositary Share), plus
accrued and accumulated but unpaid dividends to but excluding the date fixed for
redemption. If full cumulative dividends on the Cumulative Preferred Stock have
not been paid, the Cumulative Preferred Stock may not be redeemed in part and
the Company may not purchase or acquire any share of Cumulative Preferred Stock
otherwise than pursuant to a purchase or exchange offer made on the same terms
to all holders of the Cumulative Preferred Stock. If fewer than all the
outstanding shares of Cumulative Preferred Stock are to be redeemed, the Company
will select those to be redeemed by lot or a substantially equivalent method.
Voting Rights. Holders of Cumulative Preferred Stock will not have any
voting rights except as set forth below or as otherwise from time to time
required by law. Whenever dividends on Cumulative Preferred Stock or any other
class or series of stock ranking on a parity with the Cumulative Preferred Stock
with respect to the payment of dividends shall be in arrears for dividend
periods, whether or not consecutive, containing in the aggregate a number of
days equivalent to six calendar quarters, the holders of shares of Cumulative
Preferred Stock (voting separately as a class with all other series of preferred
stock upon which like voting rights have been conferred and are exercisable)
will be entitled to vote for the election of two of the authorized number of
directors of the Company at the next annual meeting of stockholders and at each
subsequent meeting until all dividends accumulated on Cumulative Preferred Stock
have been fully paid or set apart for payment. The term of office of all
directors elected by the holders of Preferred Stock shall terminate immediately
upon the termination of the right of the holders of Preferred Stock to vote for
directors. Holders of shares of Cumulative Preferred Stock will have one vote
for each share held.
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DESCRIPTION OF DEPOSITARY SHARES
Each Depositary Share represents 1/8 of a share of Cumulative
Preferred Stock deposited with the Preferred Stock Depositary pursuant to the
Deposit Agreement, dated as of October 18, 1995 (the "Deposit Agreement"), among
the Company, The Bank of New York, as depositary (the "Preferred Stock
Depositary"), and the holders from time to time of depositary receipts issued
thereunder. Subject to the terms of the Deposit Agreement, each holder of a
Depositary Share is entitled, through the Preferred Stock Depositary, in
proportion to the 1/8 of a share of Cumulative Preferred Stock represented by
such Depositary Share, to all the rights, preferences and privileges of the
Cumulative Preferred Stock represented thereby (including dividend, voting and
liquidation rights) contained in the Certificate of Designation summarized under
"Description of Capital Stock of the Company -- Offered Preferred Stock" in the
accompanying Prospectus. The Company does not expect that there will be any
public trading market for the Cumulative Preferred Stock except as represented
by the Depositary Shares. The Depositary Shares will be evidenced by depositary
receipts ("Depositary Receipts") issued pursuant to the Deposit Agreement.
The following description of the particular terms and provisions of the
Depositary Shares supplements, and to the extent inconsistent therewith
replaces, the description of the general terms and provisions of the Depositary
Shares set forth in the accompanying Prospectus, to which description reference
is hereby made. The following summary of the Depositary Shares, the Depositary
Receipts and the Deposit Agreement does not purport to be complete and is
qualified in its entirety by reference to the Deposit Agreement (which contains
the form of Depositary Receipt).
Issuance of Depositary Receipts. Immediately following the issuance of
the Cumulative Preferred Stock by the Company, the Company will deposit the
Cumulative Preferred Stock with the Preferred Stock Depositary, which will then
issue and deliver the Depositary Receipts to the holders of Capital Units who
have satisfied their obligations under the related Purchase Contracts.
Depositary Receipts will be issued evidencing only whole Depositary Shares.
Dividends and Other Distribution. The Preferred Stock Depositary will
distribute all cash dividends or other cash distributions received in respect of
the Cumulative Preferred Stock to the record holders of Depositary Shares in
proportion to the number of the Depositary Shares owned by such holders. The
amount distributed will be reduced by any amounts required to be withheld by the
Company or the Preferred Stock Depositary on account of taxes or other
governmental charges.
Withdrawal of Stock. Upon surrender of the Depositary Receipts at the
corporate trust office of the Preferred Stock Depositary and upon payment of the
taxes, charges and fees provided for in the Deposit Agreement and subject to the
terms thereof, the holder of the Depositary Shares evidenced thereby is entitled
to delivery at such office, to or upon his or her order, of the number of whole
shares of Cumulative Preferred Stock and any money or other property, if any,
represented by such Depositary Shares. Holders of Depositary Shares will be
entitled to receive whole shares of Cumulative Preferred Stock on the basis set
forth herein, but holders of such whole shares of Cumulative Preferred Stock
will not thereafter be entitled to deposit such shares of Cumulative Preferred
Stock with the Preferred Stock Depositary or to receive Depositary Shares
therefor.
Voting. Because each Depositary Share represents ownership of 1/8 of a
share of Cumulative Preferred Stock, holders of Depositary Shares will be
entitled to 1/8 of a vote per Depositary Share under the limited circumstances
in which the holders of Cumulative Preferred Stock are entitled to vote.
Redemption. The Depositary Shares will be redeemed, upon not less than
30 days' notice, using the cash proceeds received by the Preferred Stock
Depositary resulting from any redemption of shares of Cumulative Preferred Stock
held by the Preferred Stock Depositary. The redemption price will be equal to
$25.00 per Depositary Share plus accrued and accumulated but unpaid dividends on
the Cumulative Preferred Stock. See "Description of Cumulative Preferred Stock
- -- Optional Redemption". If the Company redeems shares of Cumulative Preferred
Stock held by the Preferred Stock Depositary, the Preferred Stock Depositary
will redeem as of the same redemption date the number of Depositary Shares
representing the shares of Cumulative Preferred
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Stock so redeemed. If fewer than all the Depositary Shares are to be redeemed,
the Depositary Shares to be redeemed will be selected by lot or substantially
equivalent method determined by the Preferred Stock Depositary.
Holders of Depositary Receipts will pay transfer and other taxes and
governmental charges and such other charges as are expressly provided in the
Deposit Agreement to be for their accounts.
CERTAIN TAX CONSIDERATIONS
The following summary of certain U.S. and U.K. tax consequences is set
forth with respect to U.S. federal tax matters in reliance upon the advice of
Shearman & Sterling, New York, New York and with respect to U.K. tax matters in
reliance upon the advice of Linklaters & Paines, London, England. The summary
describes certain U.S. federal and U.K. tax consequences of the ownership of
Capital Units and Depositary Shares as of the date of this Prospectus
Supplement. Except where noted, it deals only with Capital Units or Depositary
Shares beneficially owned as capital assets by purchasers that are citizens or
residents of the United States, U.S. corporations or persons otherwise subject
to U.S. federal income taxation on a net basis with respect to Capital Units and
Depositary Shares (a "U.S. Holder"). It does not deal with special situations,
such as those of dealers in securities or life insurance companies or persons
owning, directly or indirectly, 10% or more of the voting stock of the Company.
The summary does not address the U.K. tax consequences to a holder that is
resident (or, in the case of an individual, who is ordinarily resident) for U.K.
tax purposes in the United Kingdom, who is domiciled under U.K. law in the
United Kingdom, or that carries on business in the United Kingdom through a
branch or agency.
The statements below regarding U.S. tax consequences are based upon the
provisions of the U.S. Internal Revenue Code of 1986, as amended (the "Code"),
and regulations, rulings and judicial decisions thereunder as of the date of
this Prospectus Supplement. The statements regarding U.K. tax laws set forth
below are based on those laws as in force on the date of this Prospectus
Supplement. Such authorities may be repealed, revoked or modified, in which case
tax consequences different from those discussed below could result.
Prospective investors should note that the U.K. Government has recently
announced that it intends to proceed with reform of the taxation of gilts and
other debt securities effective April 1996. Under the reforms, companies subject
to U.K. tax will be taxed on an accrual or mark-to-market basis on the whole of
their return on the relevant debt. Most private investors will not be subject to
the new regime. There are likely to be transitional rules dealing with debts
held at the time the reforms become effective. Further consultation is to take
place with the U.K. Inland Revenue and until completion of this process and the
publication of relevant legislation, the exact effect of the proposed changes
cannot be identified.
Persons considering the purchase, ownership or disposition of Capital
Units or Depositary Shares should consult their own tax advisors concerning the
U.S. federal and U.K. tax consequences in light of their particular situations
as well as any consequences arising under the laws of any other taxing
jurisdiction.
General
Owners of the Depositary Shares will be treated for U.S. federal income
tax purposes as owners of the Cumulative Preferred Stock represented by such
Depositary Shares.
The discussion below assumes that the issue price of a Capital Unit
(i.e., the initial offering price to the public at which a substantial amount of
Capital Units are sold) will equal the amount payable at maturity of a
Debenture.
For U.S. federal income tax purposes, in general, the issue price of
each Capital Unit would be allocated between the Debenture and the Purchase
Contract included in the Capital Unit. MS plc and the holders have agreed in the
Capital Unit Agreement that the issue price of the Debenture, and therefore the
tax basis of the Debenture
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for an original holder, would equal the amount payable at maturity of the
Debenture. Thus, an original holder should not allocate any portion of the issue
price of a Capital Unit to the Purchase Contract.
For U.S. federal and U.K. tax purposes, the Debentures will be treated
as debt.
Payments on the Debentures
For U.S. federal income tax purposes, a U.S. Holder will include
interest payable on the Debentures in income when received or accrued, in
accordance with the holder's method of accounting. Such interest will generally
be treated as foreign source passive income for foreign tax credit purposes.
A U.S. Holder of an interest in a Global Debenture will not be subject
to U.K. withholding taxes on payments of interest on such Global Debenture;
provided that (i) the Capital Units, as anticipated, are and continue to be
quoted on a recognized stock exchange, and (ii) payments are made through a
paying agent which is not in the U.K.
A U.S. Holder of an interest in a global Debenture that is not part of
a Capital Unit will be subject to U.K. withholding taxes on payments of interest
on such Debenture at a rate of 25% unless (i) the global Debenture is and
continues to be quoted on a recognized stock exchange and (ii) payments are made
through a paying agent which is not in the U.K. It is not currently anticipated
that any such global Debenture would be quoted on a recognized stock exchange.
Such a U.S. Holder will be entitled to receive Additional Amounts for any U.K.
tax that is required to be withheld with respect to any such Debenture. See
"Description of Debt Securities of MS plc -- Payment of Additional Amounts with
respect to Debt Securities" in the accompanying Prospectus. For U.S. federal
income tax purposes, any Additional Amounts will be includible in income by a
holder as interest at the time such amounts are paid by MS plc, whether or not
the holder is entitled to a refund of such tax or such refund is sought.
Recipients of Additional Amounts who are U.S. Holders should generally be
entitled to claim a refund of any such U.K. withholding tax pursuant to the
United States/United Kingdom Double Taxation Convention (the "Income Tax
Treaty"). However, it is possible that a U.S. Holder may have difficulty in
establishing his claim to a refund, in which case such claim may be denied by
U.K. Inland Revenue. In the case of a holder entitled to claim a refund of any
U.K. tax withheld, no U.S. foreign tax credit or deduction may be claimed for
the amount of U.K. tax eligible for a refund, whether or not such refund is
sought, to the extent that it is reasonably certain that such U.K. tax will be
refunded. If a U.S. Holder receives a refund of U.K. tax for which a deduction
or foreign tax credit was previously claimed, the holder will generally (i) in
the case of a deduction, include the refund in gross income, or (ii) in the case
of a foreign tax credit, be required to notify the Internal Revenue Service of
the receipt of the refund, according to the requirements of Section 1.905-4T of
the Treasury regulations or successor provision, and the Internal Revenue
Service will redetermine the holder's U.S. federal income tax liability for the
taxable year in which the credit was originally claimed.
Interest payable on the Debentures (including a Global Debenture or an
interest in a global Debenture that is not part of a Capital Unit) will
constitute U.K. source income for U.K. tax purposes and as such, remains subject
to U.K. tax by direct assessment even if the interest is exempt from U.K.
withholding tax. However, exemption from U.K. tax may be available in
appropriate cases under the Income Tax Treaty. In any event, under long-standing
U.K. Inland Revenue practice (published as Extra Statutory Concession B13), no
action is normally taken to pursue any such income tax liability where the
beneficial owner of the interest is regarded as not resident in the United
Kingdom for the whole of the relevant tax year and is neither chargeable under
Section 78 Taxes Management Act 1970 (the "Taxes Management Act") in the name of
a U.K. trustee mentioned in Section 72 of the Taxes Management Act, nor has a
U.K. branch or agent which has the management or control of the interest, except
insofar as the tax can be recovered on a setoff on a claim for relief in respect
of taxed income from U.K. sources. This practice has now received statutory
force effective from the 1996-1997 tax year pursuant to provisions contained in
the Finance Act 1995 such that interest on the Debentures will not be chargeable
to U.K. tax in the hands of a beneficial owner who is not resident in the United
Kingdom unless such owner carries on a trade, profession or vocation in the
United Kingdom through a U.K. branch or agency in connection with which the
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interest is received to which the Debentures are attributable. There are certain
exemptions for interest received by certain categories of agent (such as some
brokers and investment managers).
Payments of interest on a Debenture to a U.S. Holder of a Definitive
Capital Unit will be subject to U.K. withholding tax at a rate of 25%. However,
a U.S. Holder would generally be entitled to receive a refund of such tax in
full from the U.K. Inland Revenue pursuant to the Income Tax Treaty. The
appropriate form (Form FD13) must be sent in duplicate to the Internal Revenue
Service Center Director with which such U.S. Holder's last federal income tax
return was filed. Forms are available in the United States from the Chief,
International Operations Division, Internal Revenue Service, 950 L'Enfant Plaza
South, S.W., Washington, D.C. 20024, or in the United Kingdom from the Inspector
of Foreign Dividends, 72, Maid Marian Way, Nottingham, NG1 6AS, England.
Alternatively, a U.S. Holder of a Definitive Capital Unit may apply to the U.K.
Inland Revenue for an advance ruling that payments on the Debentures can be made
free of U.K. withholding tax. Claims for repayment must be made within six years
of the end of the U.K. year of assessment (generally April 5 in each year) to
which the income related and must be accompanied by the original statement
provided by MS plc (or any nominee holding the Debentures on the U.S. Holder's
behalf) showing the amount of income tax deducted and when the interest payment
was made. As a claim is not considered made until the U.K. authorities receive
the appropriate form from the Internal Revenue Service, forms should be sent to
the Internal Revenue Service well before the end of the applicable limitation
period. Payments of Additional Amounts will not be paid by MS plc with respect
to a definitive registered Debenture issued to a holder upon such holder's
request. See "Description of Debt Securities of MS plc -- Payment of Additional
Amounts with respect to Debt Securities" in the accompanying Prospectus.
Sale or Disposition of Capital Units
For U.S. federal income tax purposes, gain or loss generally will be
recognized by a U.S. Holder on a sale or other disposition of a Capital Unit
prior to maturity of the Debentures measured by the difference between the sum
of any cash and the fair market value of the property received in the sale or
other disposition (reduced, in the case of a cash basis taxpayer, by any amount
attributable to accrued interest, which will be taxable as such) and the
holder's tax basis in the Capital Units. Any gain or loss recognized by an
original holder generally will be capital gain or loss and will be long-term
capital gain or loss if at the time of such sale or other disposition the
Capital Units have been held by the holder for more than one year. Any such gain
will not be treated as foreign source income.
A U.S. Holder will not be subject to U.K. tax (including withholding
tax) on the sale or disposition of a Capital Unit (or an interest in a global
Debenture that is not part of a Capital Unit). Similarly, a U.S. Holder will not
be subject to U.K. tax where an interest in a Global Debenture is exchanged for
a definitive registered Debenture represented by a Definitive Capital Unit.
Redemption or Maturity of Debentures
For U.S. federal income tax purposes, a U.S. Holder who acquires
Capital Units in their initial offering will not realize gain or loss with
respect to the Debentures upon their redemption (including pursuant to a
prepayment in connection with the settlement of a Purchase Contract) or upon
payment at maturity.
A U.S. Holder will not be subject to U.K. tax (including withholding
tax) on the redemption (including pursuant to a prepayment in connection with
the settlement of a Purchase Contract) of an interest in a global Debenture. For
the U.K. withholding tax consequences in connection with accrued interest
received on redemption, see "Payments on the Debentures" above.
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Market Discount/Bond Premium Consequences for Secondary Holders of Capital Units
The U.K. tax consequences with respect to a Capital Unit for a U.S.
Holder who acquires Capital Units after their initial offering will be the same
as those for a U.S. Holder who acquires Capital Units in their initial offering.
Except as described below, the U.S. federal income tax consequences
with respect to a Capital Unit for a U.S. Holder who acquires Capital Units
after their initial offering generally will be the same as those for a U.S.
Holder who acquires Capital Units in their initial offering.
The purchase price of each Capital Unit must be allocated between the
Debenture and the Purchase Contract included in the Capital Unit in accordance
with their respective fair market values at the time of purchase.
If the fair market value (and, therefore, the tax basis) of a Debenture
at the time of purchase is less than the amount payable at maturity of the
Debenture, the difference generally will be considered "market discount". Market
discount is disregarded as "de minimis" if it is less than 0.25% of the amount
payable at maturity of the Debenture multiplied by the number of complete years
remaining to maturity of the Debenture. If a U.S. Holder realizes a gain upon
disposition of a Debenture (including as part of a disposition of a Capital
Unit), the lesser of (i) the excess of the amount received on the disposition
over the holder's tax basis in the Debenture or (ii) the portion of the market
discount that accrued while the Debenture was held by the holder and that was
not previously included in income generally will be treated as ordinary interest
income. If a U.S. Holder disposes of a Debenture (including as part of a
disposition of a Capital Unit) in any transaction other than a sale, exchange or
involuntary conversion (e.g., as a gift), the holder generally will be treated
as having realized an amount equal to the fair market value of the Debenture and
will be required to recognize as ordinary income any gain on disposition to the
extent of the accrued market discount. Market discount will be considered to
accrue ratably during the period from the date of acquisition to the maturity
date of the Debenture, unless the holder elects to accrue it on the basis of a
constant interest rate.
A U.S. Holder will generally be required to defer the deduction of all
or a portion of the interest paid or accrued on any indebtedness incurred or
maintained to purchase or carry a Debenture purchased at a market discount until
the maturity of the Debenture or its earlier disposition (including a
nonrecognition transaction described in Section 1276(c) of the Internal Revenue
Code).
A U.S. Holder may elect to include market discount in income currently
as it accrues (on either a ratable or constant interest rate basis), in which
case the rules described above regarding the treatment as ordinary income of
gain upon the disposition of the Debenture and regarding the deferral of
interest deductions will not apply. An election to include market discount
currently will apply to other debt instruments acquired at a discount by the
holder. A U.S. Holder should consult a tax advisor before making the election.
If the fair market value (and, therefore, the tax basis) of a Debenture
at the time of purchase is greater than the amount payable at maturity of the
Debenture, the excess will be "bond premium". A holder may either recognize the
bond premium as a capital loss upon payment of the Debenture at maturity or make
an election to amortize it over the term of the Debenture. If the election is
made, the bond premium will generally reduce the interest income on a Debenture
on a constant yield basis over the remaining term of the Debenture and will
reduce the basis of the Debenture by the amortized amount. An election to
amortize bond premium will apply to other debt instruments acquired at a premium
by the holder. A U.S. Holder should consult a tax advisor before making the
election.
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<PAGE>
Tax Basis of Depositary Shares
For U.S. federal income tax purposes, a U.S. Holder who acquires
Capital Units in their initial offering will take a tax basis in the Depositary
Shares in an amount equal to the purchase price for the Depositary Shares (which
should be the same as the purchase price for the holder's Capital Units). A U.S.
Holder who acquires Capital Units after their initial offering will take a tax
basis in the Depositary Shares in an amount equal to the purchase price for the
Depositary Shares plus the amount, if any, allocated to the Purchase Contract of
such holder. A U.S. Holder's holding period for Depositary Shares will commence
on the day after the date the Depositary Shares are acquired.
Distributions on Depositary Shares
Distributions made with respect to the Depositary Shares will
constitute dividends for U.S. federal income tax purposes to the extent paid out
of the current or accumulated earnings and profits of the Company, as determined
for U.S. federal income tax purposes. Dividends paid by the Company will be
eligible for the dividends received deduction allowed to corporations under the
Code, subject to applicable limitations.
Sale or Disposition of Depositary Shares
A U.S. Holder who sells or otherwise disposes of Depositary Shares
generally will recognize capital gain or loss for U.S. federal income tax
purposes in an amount equal to the difference between the amount realized and
the holder's tax basis in the Depositary Shares. Similarly, a U.S. Holder will
generally recognize capital gain or loss for U.S. federal income tax purposes
upon a redemption of Depositary Shares by the Company (assuming that holder does
not own, and is not deemed to own, any Common Stock of the Company), in an
amount equal to the difference between (i) the total redemption price and (ii)
the tax basis of the Depositary Share redeemed. Such capital gain or loss will
be long-term capital gain or loss if the holder has held the stock for more than
one year at the time of disposition.
Transfer Taxes
No U.K. stamp duty or stamp duty reserve tax ("SDRT") will be payable
on the acquisition or transfer of, or agreement to transfer, Definitive Capital
Units, Book-Entry Capital Units, or interests in a global Debenture that is not
part of a Capital Unit; provided that any instrument of transfer is not executed
in the U.K. and remains at all subsequent times outside the U.K. Legislation has
been enacted which would repeal stamp duty and SDRT for transactions in
securities generally; however, the effective date for such repeal has not been
set.
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<PAGE>
UNDERWRITERS
Under the terms and subject to the conditions contained in the
Underwriting Agreement dated the date hereof, the Underwriters named below have
severally agreed to purchase, and the Company and MS plc have agreed to sell to
them, severally, the respective number of Capital Units set forth opposite their
names below:
<TABLE>
<CAPTION>
Number of
Name Capital Units
---- -------------
<S> <C>
Morgan Stanley & Co. Incorporated...................... 610,000
Bear, Stearns & Co. Inc................................ 580,000
Dean Witter Reynolds Inc............................... 580,000
Donaldson, Lufkin & Jenrette Securities Corporation.... 580,000
A.G. Edwards & Sons, Inc............................... 580,000
PaineWebber Incorporated............................... 580,000
Prudential Securities Incorporated..................... 580,000
Smith Barney Inc....................................... 580,000
Advest, Inc............................................ 30,000
Robert W. Baird & Co. Incorporated..................... 30,000
William Blair & Co..................................... 30,000
J.C. Bradford & Co..................................... 30,000
Alex. Brown & Sons Incorporated........................ 57,500
CS First Boston Corporation............................ 57,500
Cowen & Co............................................. 30,000
Craigie Incorporated................................... 30,000
Crowell, Weedon & Co................................... 30,000
Dain Bosworth Incorporated............................. 30,000
Dillon, Read & Co. Inc................................. 57,500
EVEREN Securities, Inc................................. 30,000
Goldman, Sachs & Co.................................... 57,500
Fahnestock & Co. Inc................................... 30,000
First Albany Corporation............................... 30,000
First of Michigan Corporation.......................... 30,000
Furman Selz Incorporation.............................. 30,000
Gruntal & Co., Incorporated............................ 30,000
Interstate/Johnson Lane Corporation.................... 30,000
Janney Montgomery Scott Inc............................ 30,000
Legg Mason Wood Walker, Incorporated................... 30,000
Lehman Brothers Inc.................................... 57,500
McDonald & Company Securities, Inc..................... 30,000
Morgan Keegan & Company, Inc........................... 30,000
The Ohio Company....................................... 30,000
Oppenheimer & Co., Inc................................. 57,500
Piper Jaffray Inc...................................... 30,000
Principal Financial Securities, Inc.................... 30,000
Rauscher Pierce Refsnes, Inc........................... 30,000
Raymond James & Associates, Inc........................ 30,000
The Robinson-Humphrey Company Inc...................... 30,000
Salomon Brothers Inc................................... 57,500
Sutro & Co. Incorporated............................... 30,000
Trilon Securities International........................ 30,000
Tucker Anthony Incorporated............................ 30,000
Wertheim Schroder & Co. Incorporated................... 57,500
Wheat, First Securities, Inc........................... 30,000
Total....................... 6,000,000
=========
</TABLE>
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<PAGE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Capital Units are subject to
the approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters are committed to take and pay for all the Capital
Units (other than those subject to the over-allotment option described below) if
any are taken.
The Underwriters initially propose to offer part of the Capital Units
directly to the public at the public offering price set forth on the cover page
hereof and part to certain dealers at a price that represents a concession not
in excess of $.50 per Capital Unit. Any Underwriter may allow, and such dealers
may reallow, a concession, not in excess of $.25 per Capital Unit, to certain
other dealers. After the initial offering of the Capital Units, the offering
price and other selling terms may from time to time be varied by the
Underwriters.
The Company and MS plc have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of
1933.
The Underwriters and any dealers utilized in the sale of Capital Units
will not confirm sales to accounts over which they exercise discretionary
authority.
MS plc and the Company have granted to the Underwriters an option,
exercisable for 30 days from the date of this Prospectus Supplement, to purchase
up to 600,000 additional Capital Units at the public offering price set forth on
the cover page hereof, less underwriting discounts and commissions. The
Underwriters may exercise such option solely for the purpose of covering
over-allotments, if any, incurred in the sale of Capital Units offered hereby.
Morgan Stanley & Co. Incorporated ("MS & Co."), is a wholly owned
subsidiary of the Company. The offering of Capital Units will comply with the
requirements of Schedule E of the By-laws of the National Association of
Securities Dealers, Inc. ("NASD") regarding an NASD member firm's underwriting
securities of an affiliate.
In the Underwriting Agreement, each Underwriter has represented and
agreed that (i) it has not offered or sold and prior to the date six months
after the date of issue of the Capital Units will not offer or sell any Capital
Units to persons in the United Kingdom 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; (ii) it has complied and will comply with
all applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the Capital Units 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 Capital Units 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.
Following the initial distribution of the Capital Units, MS & Co. may
offer and sell Capital Units in the course of its business as a broker-dealer.
MS & Co. may act as principal or agent in such transactions. This Prospectus
Supplement and the Prospectus may be used by MS & Co. in connection with such
transactions. Such sales, if any, will be made at varying prices related to
prevailing market prices at the time of sale. MS & Co. is not obligated to make
a market in the Capital Units and may discontinue any market-making activities
at any time without notice.
Application will be made to list the Capital Units and the Depositary
Shares issuable pursuant to the Purchase Contracts on the New York Stock
Exchange. Trading of the Capital Units on the New York Stock Exchange is
expected to commence within a 30-day period after the initial delivery of the
Capital Units.
S-27
<PAGE>
LEGAL MATTERS
The validity of the Debentures, the Guarantees, the Preferred Stock and
the Purchase Contracts will be passed upon for the Company by Jonathan M. Clark,
General Counsel and Secretary of the Company and a Managing Director of MS &
Co., or other counsel who is satisfactory to MS & Co. and an officer of the
Company. Mr. Clark and such other counsel beneficially own, or have rights to
acquire under an employee benefit plan of the Company, an aggregate of less than
1% of the common stock of the Company. Certain legal matters relating to the
Debentures governed by the laws of England will be passed upon for MS plc by
Linklaters & Paines. Certain tax matters described under the caption "Certain
Tax Considerations" will be passed upon for the Company by Shearman & Sterling
and for MS plc by Linklaters & Paines. Certain legal matters relating to the
Debentures, the Guarantees, the Preferred Stock and the Purchase Contracts will
be passed upon for the Underwriters by Davis Polk & Wardwell. Shearman &
Sterling and Davis Polk & Wardwell have in the past represented and continue to
represent the Company on a regular basis and in a variety of matters, including
in connection with its merchant banking and leveraged capital activities. In
this regard, Shearman & Sterling owns less than 1% of the common stock of a
company in which the Company owns an interest and certain partners of Davis Polk
& Wardwell, acting through a separate partnership, acquired less than 1% of the
common stock of a company of which the Company and a fund managed by the Company
own a controlling interest.
ERISA MATTERS FOR PENSION PLANS AND INSURANCE COMPANIES
The Company and certain affiliates of the Company, including MS & Co.
and MSIL, may each be considered a "party in interest" within the meaning of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a
"disqualified person" within the meaning of the Code with respect to many
employee benefit plans. Prohibited transactions within the meaning of ERISA or
the Code may arise, for example, if the Debentures or Guarantees are acquired by
or with the assets of a pension or other employee benefit plan with respect to
which MS & Co. or any of its affiliates is a service provider, unless such
Debentures or Guarantees are acquired pursuant to an exemption for transactions
effected on behalf of such plan by a "qualified professional asset manager" or
pursuant to any other available exemption. The assets of a pension or other
employee benefit plan may include assets held in the general account of an
insurance company that are deemed to be "plan assets" under ERISA. Any insurance
company or pension or employee benefit plan proposing to invest in the
Debentures or Guarantees should consult with its legal counsel.
S-28
<PAGE>
