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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORGAN STANLEY GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-2838811
(State of incorporation) (I.R.S. employer
identification number)
1585 BROADWAY
NEW YORK, NEW YORK
(Address of principal 10036
executive offices) (Zip code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of debt
debt securities and is securities and is to become
effective upon filing pur- effective simultaneously with
suant to General Instruction the effectiveness of a
A(c)(1) please check the concurrent registration
following box. [ ] statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following box.
[ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each Exchange on which
to be so registered each Class is to be registered
- ------------------- ------------------------------------
Medium-Term Notes, THE NEW YORK STOCK EXCHANGE
Series C
(Senior Fixed Rate
Notes) due December 31, 2001
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of the Registrant's Securities to be Registered.
The title of the class of securities to be registered
hereunder is: "Medium-Term Notes, Series C (Senior Fixed Rate
Notes) due December 31, 2001 (the "SmithKline Beecham
Exchangeable Notes"). A description of the SmithKline Beecham
Exchangeable Notes is set forth under the caption "Description
of Debt Securities" in the prospectus included within the
Registration Statement of the Company on Form S-3 (Registration
No. 33-57833) (the "Registration Statement"), as supplemented by
the information under the caption "Description of Notes" in the
registrant's prospectus supplement filed on March 29, 1995,
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the "Act"), which description is incorporated herein
by reference, and as further supplemented by the description of
the SmithKline Beecham Exchangeable Notes contained in the
pricing supplement to be filed pursuant to Rule 424(b) under
the Act, which contains the final terms and provisions of the
SmithKline Beecham Exchangeable Notes and is hereby deemed to
be incorporated by reference into this Registration Statement
and to be a part hereof.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
4.1 Proposed form of global Note evidencing the SmithKline
Beecham Exchangeable Notes.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
MORGAN STANLEY GROUP INC.
(Registrant)
Date: December 7, 1995 By: /s/ Patricia A. Kurtz
--------------------------------
Name: Patricia A. Kurtz
Title: Assistant Secretary
INDEX TO EXHIBITS
Exhibit No. Page No.
- ------------------------------------------------------- ----------
4.1 Proposed form of global Note evidencing 5
the SmithKline Beecham Exchangeable
Notes.
Exhibit 4.1
Fixed Rate Senior Note
REGISTERED REGISTERED
No. FXR U.S. $25,000,000
CUSIP: 617446AY5
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES.
MORGAN STANLEY GROUP INC.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
EXCHANGEABLE NOTES DUE DECEMBER 31, 2001
Exchangeable for American Depositary Receipts Representing
Class A Ordinary Shares of
SMITHKLINE BEECHAM plc
<TABLE>
<S> <C> <C> <C>
ORIGINAL ISSUE DATE: INITIAL REDEMPTION INTEREST RATE: ORIGINAL
December 13, 1995 DATE: N/A N/A MATURITY
DATE:
December 31,
2001
INTEREST ACCRUAL DATE: INITIAL REDEMPTION APPLICABILITY OPTIONAL
N/A PERCENTAGE: N/A OF MODIFIED REPAYMENT
PAYMENT UPON DATES(S):
ACCELERATION: N/A
N/A
TOTAL AMOUNT OF OID: ANNUAL REDEMPTION If yes, state
$164.86 per $1,000 PERCENTAGE Issue Price:
principal amount of REDUCTION:
this Note N/A
ORIGINAL YIELD TO SPECIFIED CURRENCY:
MATURITY: U.S. Dollars
3.0% per annum
computed on a semi-annual
bond equivalent
basis based on the
Issue Price calculated
from the Original
Issue Date.
INITIAL ACCRUAL
PERIOD: N/A
APPLICABILITY OF APPLICABILITY OF
ISSUER's OPTION TO ANNUAL INTEREST
EXTEND ORIGINAL PAYMENTS: N/A
MATURITY DATE: N/A
If yes, state Final
Maturity Date:
OTHER PROVISIONS:
(See Below)
</TABLE>
Issue Price:............................... 83.514%
SBH American Depositary Receipts........... SBH American Depositary Receipts
("SBH ADRs") evidence SBH American
Depositary Shares of SmithKline
Beecham plc, a public limited
company incorporated under the
laws of England ("SmithKline
Beecham").
Exchange Right:............................ On any Exchange Date (as defined
below), subject to a prior call
of this Note by the Issuer for
cash in an amount equal to the
Call Price (as defined below) as
described under "Company Exchange
Right" below, the holder of this
Note shall be entitled upon (i)
completion by the holder and
acknowledgment by the Issuer and
the Calculation Agent of the
"Official Notice of Exchange," in
substantially the form of Annex A
attached hereto, prior to 11:00
a.m. New York City time on the
Exchange Notification Date (as
defined below) and (ii) delivery
on such Exchange Notification Date
of this Note to the Trustee, to
exchange each $1,000 principal
amount of this Note for 13.1182
(the "Exchange Ratio") SBH ADRs,
subject to any adjustments (x) to
the Exchange Ratio or (y) in the
stock, other securities or other
property or assets (including
cash) to be delivered instead of
or in addition to such SBH ADRs as
a result of any corporate event
described under "Adjustments to
the Exchange Ratio" below, in each
case, required to be made prior to
the close of business on the first
Business Day after any such
Exchange Date (as defined herein).
Upon any such exchange, the Issuer
may, at its sole option, deliver
such SBH ADRs (or such stock, other
securities or other property or
assets (including cash) to be
delivered instead of or in
addition to such SBH ADRs as
aforesaid) or pay an amount in
cash for each $1,000 principal
amount of this Note equal to the
Exchange Ratio as of the close of
business on such Exchange Date
times the ADR Market Price on the
Exchange Date, as determined by
the Calculation Agent, in lieu of
such SBH ADRs; provided that if a
Delisting Date (as defined below)
has occurred, the Issuer will pay
such cash amount and will not
deliver SBH ADRs. Such delivery
or payment shall be made 3
Business Days after any Exchange
Date, subject to delivery of this
Note to the Trustee on the
Exchange Notification Date as
aforesaid.
Prior to 10:30 a.m. on the second
Business Day immediately
succeeding any Exchange Date, the
Issuer shall cause the Calculation
Agent to provide written notice to
the Trustee at its New York office
and to The Depository Trust
Company, or any successor
depositary ("DTC"), on which
notice the Trustee and DTC may
conclusively rely, (i) of its
receipt of any such "Official
Notice of Exchange," (ii) of the
Issuer's determination to deliver
shares of SBH ADRs (or, if
applicable, any other stock, other
securities or other property or
assets (including cash) to be
delivered as a result of any
corporate event described in
paragraphs 5 or 6 under
"Adjustments to Exchange Ratio"
below) or to pay cash and (iii)
if SBH ADRs are to be delivered
(or, if applicable, any other
stock, other securities or other
property or assets (including
cash)), of the number of SBH ADRs
(or units of other securities or
amounts of other property or
assets (including cash)) to be
delivered (and of the amount of
any cash to be paid in lieu of
fractional SBH ADRs, if
applicable, or of any other stock,
other securities or other property
or assets (including cash) for
each $1,000 principal amount of
this Note or, if cash is to be
paid, of the amount of such cash
for each $1,000 principal amount
of this Note.
The Issuer shall, or shall cause
the Calculation Agent to, deliver
any such SBH ADRs (or any other
stock, other securities or other
property or assets (including
cash)) or such cash to the Trustee
for delivery to the holders.
No Fractional Shares:...................... If upon any exchange of this Note
the Issuer chooses to deliver SBH
ADRs (and, if applicable, any
other stock or other securities),
the Issuer shall pay cash in lieu
of delivering fractional SBH ADRs
(and, if applicable, of any other
stock or securities) in an amount
equal to the corresponding
fractional ADR Market Price of
such fraction of SBH ADRs (or, if
applicable, of such other stock or
other securities) on such Exchange
Date or on the second Exchange
Date immediately prior to the Call
Date, as applicable, as determined
by the Calculation Agent on such
Exchange Date.
Exchange Ratio:............................ 13.1182, subject to adjustment for
certain corporate events. See
"Adjustments to Exchange Ratio"
below.
Exchange Notification Date:. . . . . . . The Business Day (as defined
below) immediately prior to any
Exchange Date.
Exchange Date:............................. Any Exchanges Trading Day that is
also a Business Day and that falls
during the period beginning March
13, 1996 and ending on the day
prior to the earliest of (i) the
Maturity Date, (ii) the Call Date
and (iii) in the event of a call
for cash in an amount equal to the
Call Price as described under
"Company Exchange Right" below,
the Company Notice Date.
Company Exchange Right:.................... On or after December 15, 1998, the
Issuer may call this Note, in
whole but not in part, for cash in
an amount equal to the Call Price;
provided that, if Parity as
determined by the Calculation
Agent on the Exchanges Trading Day
immediately prior to the Company
Notice Date is equal to or greater
than the Call Price, the Issuer
shall, at its sole option (which
election shall be made by the
Issuer (and written notification
of such election be given by the
Issuer to the Trustee and DTC)
prior to 10:30 a.m. on the
Exchange Date immediately prior to
the Call Date), either (i) deliver
SBH ADRs (and, if applicable, any
other stock, other securities or
other property or assets
(including cash)) at the Exchange
Ratio or (ii) pay cash in an
amount equal to Parity, in each
case as determined on the second
Exchange Date immediately prior to
the Call Date.
On the Company Notice Date, the
Issuer shall give notice of the
Issuer's exercise of the Company
Exchange Right (i) to the holder
of this Note by mailing notice of
such exercise by first class mail,
postage prepaid, at least 30 days
and not more than 60 days prior to
the date (the "Call Date") on
which the Issuer shall effect such
exchange at the holder's last
address as it shall appear upon
the registry books, (ii) to the
Trustee by telephone or facsimile
confirmed by mailing such notice
to the Trustee by first class mail,
postage prepaid, at its New York
office and (iii) to DTC in
accordance with the applicable
procedures set forth in the Letter
of Representations related to this
Note. Any notice which is mailed
in the manner herein provided
shall be conclusively presumed to
have been duly given, whether or
not the holder of this Note
receives the notice. Failure to
give notice by mail, or any defect
in the notice to the holder of any
Note shall not affect the validity
of the proceedings for the
exercise of the Company Exchange
Right with respect to any other
Note.
The notice of the Issuer's
exercise of the Company Exchange
Right to the holder of this Note,
to the Trustee and to DTC shall
specify the Call Date, whether
Parity on the Exchanges Trading
Day immediately prior to the
Company Notice Date, as determined
by the Calculation Agent, is less
than the Call Price applicable to
such Company Notice Date so that
the Issuer will pay such
applicable Call Price in cash on
the Call Date, the place or places
of payment of cash, or, if Parity,
as so determined, is equal to or
greater than such applicable Call
Price, the place or places of
delivery of the SBH ADRs and, if
applicable, of any other stock,
other securities or other property
or assets (including cash) to be
delivered as a result of any
corporate event described in
paragraphs 5 or 6 under
"Adjustments to the Exchange
Ratio" (and of any cash to be paid
in lieu of fractional SBH ADRs
(and, if applicable, of any such
other stock or securities)), the
number of SBH ADRs (and, if
applicable, the quantity of any
other stock, other securities or
other property or assets (including
cash)) to be delivered per $1,000
principal amount of this Note,
that such delivery will be made
upon presentation and surrender of
this Note and that such exchange
is pursuant to the Company
Exchange Right.
The notice of the Issuer's
exercise of the Company Exchange
Right shall be given by the Issuer
or, at the Issuer's request, by
the Trustee in the name and at the
expense of the Issuer.
If SBH ADRs (and, if applicable,
any stock, other securities or
other property or assets
(including any cash)) is to be
delivered and, as a result of any
corporate event described under
"Adjustments to the Exchange
Ratio" occurring during the period
from and including the Company
Notice Date to the close of
business on the second Exchange
Date prior to the Call Date, the
Calculation Agent makes any
adjustment to the Exchange Ratio
and consequent adjustment to the
number of SBH ADRs to be delivered
or any adjustment to the quantity
of any other stock, other
securities or other property or
assets (including cash) due to the
holder of this Note, the
Calculation Agent shall give
prompt notice of any such
adjustments to the Trustee at its
New York Office and to DTC, on
which notice the Trustee and DTC
may conclusively rely. No
adjustment to the Exchange Ratio
shall be made as a result of any
corporate event occurring after
the close of business on the
second Exchange Date prior to the
Call Date.
If this Note is so called for
mandatory exchange, then, unless
the holder subsequently exercises
his Exchange Right (the exercise
of which will not be available to
the holder following a call for
cash in an amount equal to the
Call Price), the SBH ADRs (and, if
applicable, any other stock, other
securities or other property or
assets (including cash)) or cash
to be delivered to the holder of
this Note shall be delivered on
the Call Date fixed by the Issuer
and set forth in its notice of
exchange, upon delivery of this
Note to the Trustee. The Issuer
shall, or shall cause the
Calculation Agent to, deliver such
SBH ADRs or cash to the Trustee for
delivery to the holder.
If this Note is not surrendered
for exchange on the Call Date, it
shall be deemed to be no longer
Outstanding under, and as defined
in, the Senior Indenture (as
defined below) after the Call
Date, except with respect to the
holder's right to receive SBH ADRs
(and, if applicable, any other
stock, other securities or other
property or assets (including
cash)) or cash due in connection
with the Company Exchange Right.
Company Notice Date:....................... Any Exchanges Trading Day on or
after December 15, 1998 on which
the Issuer issues its notice of
exchange.
Parity:.................................... With respect to any Exchanges
Trading Day, an amount equal to
the Exchange Ratio times the ADR
Market Price (as defined below)
on such Exchanges Trading Day.
Call Price:................................ 100% of the principal amount of
this Note.
ADR Market Price:.......................... If the SBH ADRs are listed on a
national securities exchange, are
securities on The Nasdaq National
Market ("NASDAQ NMS") or are
included in the OTC Bulletin Board
Service ("OTC Bulletin Board")
operated by the National
Association of Securities Dealers,
Inc. (the "NASD"), the ADR Market
Price of an SBH ADR for any
Exchange Date means (i) the last
reported sale price, regular way,
on such day on the principal
United States securities exchange
registered under the Securities
Exchange Act of 1934, as amended
(the "Exchange Act") on which SBH
ADRs are listed or admitted to
trading or (ii) if not listed or
admitted to trading on any such
securities exchange or if such
last reported sale price is not
obtainable, the last reported sale
price on the over-the-counter
market as reported on the NASDAQ
NMS or OTC Bulletin Board on such
day. If the last reported sale
price is not available pursuant to
clause (i) or (ii) of the preceding
sentence, the ADR Market Price for
any Exchange Date shall be the
mean, as determined by the
Calculation Agent, of the bid
prices for an SBH ADR obtained
from as many dealers in such SBH
ADRs, but not exceeding three, as
will make such bid prices
available to the Calculation
Agent. If the ADR Market Price
is not available in accordance
with the two preceding sentences
because a Delisting Date has
occurred, the ADR Market Price for
any Exchange Date shall be the ADR
Equivalent Market Price (as
defined below) on such Exchange
Date as determined by the
Calculation Agent. The term
"NASDAQ NMS security" shall
include a security included in any
successor to such system and the
term "OTC Bulletin Board Service"
shall include any successor
service thereto.
NYSE Trading Day:.......................... A day on which trading is
generally conducted in the
over-the-counter market for equity
securities in the United States
and on the New York Stock Exchange
(the "NYSE"), as determined by the
Calculation Agent, and on which a
Market Disruption Event has not
occurred.
Exchanges Trading Day: . . . . . . . . . Any NYSE Trading Day on which
trading in equity securities is
also generally conducted on The
International Stock Exchange of
the United Kingdom and the
Republic of Ireland Limited (the
"London Stock Exchange"), as
determined by the Calculation
Agent, and on which a Market
Disruption Event has not occurred.
Business Day: . . . . . . . . . . . . . Any day, other than a Saturday or
Sunday that is neither a legal
holiday nor a day on which banking
institutions are authorized or
required by law or regulation to
close in The City of New York or
the City of London.
Delisting Date: . . . . . . . . . . . . The first date on which the SBH
ADRs (or the American depositary
shares or common stock of any
SmithKline Beecham Survivor (as
defined under "Adjustments to
Exchange Ratio")) are not listed
on any U.S. national securities
exchanges, traded through the
facilities of a U.S. national
securities system or are
permanently suspended from trading
(within the meaning of the
Exchange Act and the rules and
regulations thereunder) on each
such securities exchange and
securities system on which such
security is then listed.
ADR Equivalent Market Price: . . . . . . The ADR Equivalent Market Price,
for any Exchange Date, shall be
the product of (x) five (5) (as
such multiple may have been
adjusted by the depository for the
SBH ADRs as described in
paragraphs 1 and 2 in "Adjustments
to the Exchange Ratio" below) and
(y) the A Share Market Price, which
product shall be converted from
pounds sterling into dollars at
the spot buying rate prevailing
on such date as determined by the
Calculation Agent.
A Share Market Price: . . . . . . . . . If Class A Ordinary Shares, par
value 12.5p per share ("A
Shares"), of SmithKline Beecham
are listed on the London Stock
Exchange, the A Share Market Price
for any Exchange Date (or
Exchanges Trading Day, as
applicable) shall be (i) the
closing price, as derived from the
London Stock Exchange Daily
Official List, of the A shares on
such day, not being subject to any
special provisions (or, if no
sale occurs on such day, the
closing bid price on such day).
If A Shares are not listed on the
London Exchange (or are subject to
any special provisions), the
Market Price for the A Shares, for
any Exchange Date (or Exchanges
Trading Day, as applicable), shall
be (i) the equivalent price by
reference to such stock exchange
or other securities market on
which A Shares are principally
traded, as the Calculation Agent
shall determine in its sole
discretion, on such day, not being
subject to any special provisions,
or, if such day is not a Business
Day, the next succeeding Business
Day that is also an Exchange Date
(or Exchanges Trading Day, as
applicable), converted (if
necessary) into pounds sterling
at the spot buying rate prevailing
on such date as determined by the
Calculation Agent. For purposes
of the immediately preceding
sentence, a "Business Day" shall
be a day on which banks are open
for business in the city in which
the relevant stock exchange is
located and on which such stock
exchange is open for business.
If the A Share Market Price cannot
be determined in accordance with
the above provisions, then such A
Share Market Price shall be deemed
to be the value, for any Exchange
Date (or Exchanges Trading Day,
as applicable) (converted (if
necessary), into pounds sterling,
as aforesaid) as determined by the
Calculation Agent whose
determination shall be conclusive.
Calculation Agent:......................... Morgan Stanley & Co. Incorporated
("MS & Co.")
Adjustments to the Exchange Ratio:......... The Exchange Ratio shall be
adjusted as follows:
1. If the A Shares are subject
to a stock split or reverse stock
split, then once such split has
become effective, the Exchange
Ratio shall be adjusted to equal
the product of the prior Exchange
Ratio and the number of shares
issued in such stock split or
reverse stock split with respect
to one A Share; provided, however,
that if SmithKline Beecham and the
depositary for the SBH ADRs shall
have adjusted the number of A
Shares represented by each SBH ADR
so that the price of such SBH ADR
would not be affected by such
stock split or reverse stock
split, as determined by the
Calculation Agent, no adjustment
of the Exchange Ratio shall be
made.
2. If the A Shares are subject
to a stock dividend (issuance of
additional A Shares that is given
ratably to all holders of A
Shares), then once the dividend on
the SBH ADRs corresponding to such
dividend has become effective with
respect to the SBH ADRs and SBH
ADRs are trading ex-dividend, the
Exchange Ratio shall be adjusted
so that the new Exchange Ratio
shall equal the prior Exchange
Ratio plus the product of (i) the
number of shares issued with
respect to one A Share and (ii)
the prior Exchange Ratio; provided,
however, that if SmithKline
Beecham and the depositary for the
SBH ADRs shall have adjusted the
number of A Shares represented by
each SBH ADR so that the price of
such SBH ADR would not be affected
by such stock dividend, as
determined by the Calculation
Agent, no adjustment to the
Exchange Ratio shall be made.
3. There shall be no adjustments
to the Exchange Ratio to reflect
cash dividends or other
distributions paid with respect to
the A Shares other than
distributions described in
paragraph 6 below and
Extraordinary A Share Dividends
as described below. An A Share
Dividend shall be deemed an
"Extraordinary A Share Dividend"
if such A Share Dividend exceeds
the immediately preceding
non-Extraordinary A Share Dividend
by an amount equal to at least 10%
of the A Share Market Price on the
Exchanges Trading Day preceding
the ex-dividend date for the
payment of such Extraordinary A
Share Dividend (the "ex-dividend
date") on the A Shares. If an
Extraordinary A Share Dividend
occurs, the Exchange Ratio with
respect to SBH ADRs shall be
adjusted on the ex-dividend date
with respect to such Extraordinary
A Share Dividend so that the new
Exchange Ratio shall equal the
product of (i) the then current
Exchange Ratio and (ii) a
fraction, the numerator of which
is the A Share Market Price on the
Exchanges Trading Day preceding
the ex-dividend date, and the
denominator of which is the amount
by which the A Share Market Price
on the Exchanges Trading Day
preceding the ex-dividend date
exceeds the Extraordinary A Share
Dividend Amount. The
"Extraordinary Dividend Amount"
with respect to an Extraordinary A
Share Dividend shall equal (i) in
the case of cash dividends or other
distributions that constitute
quarterly dividends, the amount
per A Share of such Extraordinary
A Share Dividend minus the amount
per A Share of the immediately
preceding non-Extraordinary A
Share Dividend or (ii) in the case
of cash dividends or other
distributions that do not
constitute quarterly dividends,
the amount per A Share of such
Extraordinary A Share Dividend.
To the extent an Extraordinary A
Share Dividend is not paid in cash,
the value of the non-cash
component shall be determined by
the Calculation Agent, whose
determination shall be conclusive.
A distribution on the SBH ADRs
described in paragraph 6 below
that also constitutes an
Extraordinary ADR Dividend shall
only cause an adjustment to the
Exchange Ratio pursuant to
paragraph 6.
4. If SmithKline Beecham is being
liquidated or is subject to a
proceeding under any applicable
bankruptcy, insolvency or other
similar law, this Note shall
continue to be exchangeable into
SBH ADRs so long as an ADR Market
Price for the SBH ADRs is
available. If an ADR Market Price
is no longer available for the SBH
ADRs for whatever reason,
including the liquidation of
SmithKline Beecham or the
subjection of SmithKline Beecham
to a proceeding under any
applicable bankruptcy, insolvency
or other similar law, then the
value of an SBH ADR shall equal
zero for so long as no ADR Market
Price is available.
5. If there occurs any
reclassification or change of
the A Shares, or if SmithKline
Beecham has been subject to a
merger, combination or
consolidation and is not the
surviving entity, or if there
occurs a sale or conveyance to
another corporation of the
property and assets of
SmithKline Beecham as an
entirety or substantially as an
entirety, in each case as a
result of which the holders of
A Shares shall be entitled to
receive stock, other securities
or other property or assets
(including cash) with respect
to or in exchange for such A
Shares, then the holder of this
Note shall be entitled
thereafter to exchange this
Note into the kind and amount
of shares of stock, other
securities or other property or
assets (including cash) that
the holder would have owned or
been entitled to receive upon
such reclassification, change,
merger, combination,
consolidation, sale or
conveyance had the holder
exchanged this Note for SBH
ADRs and exchanged the SBH ADRs
for A Shares immediately prior
to any such corporate event.
At such time, no adjustment
shall be made to the Exchange
Ratio.
6. If SmithKline Beecham
issues to all holders of A
Shares (and consequently of SBH
ADRs) equity securities of an
issuer other than SmithKline
Beecham (other than in a
transaction described in
paragraph 5 above), then the
holder of this Note shall be
entitled to receive such new
equity securities upon exchange
of this Note. The Exchange
Ratio for such new equity
securities shall equal the
product of the Exchange Ratio
in effect for the SBH ADRs at
the time of the issuance of
such new equity securities
times the product of (x) five
(5)(as such multiple may have
been adjusted by the depository
as described in paragraphs 1
and 2 above) and (y) the number
of shares of the new equity
securities issued with respect
to one A Share.
7. In the event that SmithKline
Beecham and the depositary for the
SBH ADRs elect, in the absence of
any of the events described in
paragraph 1, 2 or 3 above, to
change the number of A Shares that
are represented by each SBH ADR,
the Exchange Ratio on any
Exchanges Trading Day after the
change becomes effective will be
proportionately adjusted.
No adjustments to the Exchange
Ratio shall be required unless
such adjustment would require a
change of at least 0.1% in the
Exchange Ratio then in effect.
The Exchange Ratio resulting from
any of the adjustments specified
above shall be rounded to the
nearest one thousandth with five
ten-thousandths being rounded
upward.
No adjustments to the Exchange
Ratio shall be made other than
those specified above.
The Calculation Agent shall be
solely responsible for the
determination and calculation of
any adjustments to the Exchange
Ratio and of any related
determinations and calculations
with respect to any distributions
of stock, other securities or
other property or assets
(including cash) in connection
with any corporate event described
in paragraph 5 or 6 above, and its
determinations and calculations
with respect thereto shall be
conclusive.
The Calculation Agent shall
provide information as to any
adjustments to the Exchange Ratio
upon written request by the holder
of this Note.
Market Disruption Event:................... "Market Disruption Event" means:
(i) a suspension, absence or
material limitation of trading of
SBH ADRs or A Shares on the
primary market for SBH ADRs or A
Shares for more than two hours of
trading or during the one-half
hour period preceding the close of
trading in such market; or the
suspension or material limitation
on the primary market for trading
in options contracts related to
SBH ADRs or A Shares, if
available, during the one-half
hour period preceding the close of
trading in the applicable market,
in each case as determined by the
Calculation Agent in its sole
discretion; and
(ii) a determination by the
Calculation Agent in its sole
discretion that the event
described in clause (i) above
materially interfered with the
ability of the Issuer or any of
its affiliates to unwind all or
a material portion of the hedge
with respect to the Exchangeable
Notes Due December 31, 2001
(Exchangeable For American
Depositary Receipts Representing
Class A Ordinary Shares of
SmithKline Beecham plc).
For purposes of determining
whether a Market Disruption Event
has occurred: (1) a limitation on
the hours or number of days of
trading will not constitute a
Market Disruption Event if it
results from an announced change
in the regular business hours of
the relevant exchange, (2) a
decision to permanently
discontinue trading in the
relevant contract will not
constitute a Market Disruption
Event, (3) limitations pursuant
to New York Stock Exchange Rule
80A (or any applicable rule or
regulation enacted or promulgated
by the New York Stock Exchange,
any other self-regulatory
organization, the Securities and
Exchange Commission, the London
Stock Exchange or any other
exchange relevant to the
determination of the ADR Market
Price or the A Share Market Price,
as applicable of similar scope as
determined by the Calculation
Agent) on trading during
significant market fluctuations
shall constitute a Market
Disruption Event, (4) a suspension
of trading in an options contract
on SBH ADRs or A Shares by the
primary securities market trading
in such options, if available, by
reason of (x) a price change
exceeding limits set by such
securities exchange or market, (y)
an imbalance of orders relating to
such contracts or (z) a disparity
in bid and ask quotes relating to
such contracts will constitute a
suspension or material limitation
of trading in options contracts
related to SBH ADRs or A Shares
and (5) an "absence of trading" on
the primary securities market on
which options contracts related to
SBH ADRs or A Shares are traded
shall not include any time when
such securities market is itself
closed for trading under ordinary
circumstances.
Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to CEDE & CO., or registered assignees, the principal sum of
U.S. $25,000,000 (United States Dollars Twenty-Five Million), on the Original
Maturity Date specified above or, if the maturity hereof is extended in
accordance with the procedures set forth below to an Extended Maturity Date,
as defined below, on such Extended Maturity Date (except to the extent
previously redeemed or repaid) and to pay interest thereon at the Interest
Rate per annum specified above or, if the interest rate hereon is reset or
re-established in connection with an extension of maturity in accordance with
the procedures specified on the reverse hereof, at the interest rate per annum
determined pursuant to such procedures, from the Interest Accrual Date
specified above until the principal hereof is paid or duly made available for
payment (except as provided below), semiannually in arrears on the first day of
March and September in each year (each such date an "Interest Payment Date")
commencing on the Interest Payment Date next succeeding the Interest Accrual
Date specified above, and at maturity (or on any redemption or repayment
date); provided, however, that if the Interest Accrual Date occurs between a
Record Date, as defined below, and the next succeeding Interest Payment Date,
interest payments will commence on the second Interest Payment Date succeeding
the Interest Accrual Date to the registered holder of this Note on the Record
Date with respect to such second Interest Payment Date; and provided, further,
that if this Note is subject to "Annual Interest Payments," interest payments
shall be made annually in arrears and the term "Interest Payment Date" shall
be deemed to mean the first day of March in each year.
Interest on this Note will accrue from the most recent Interest
Payment Date to which interest has been paid or duly provided for, or, if no
interest has been paid or duly provided for, from the Interest Accrual Date,
until the principal hereof has been paid or duly made available for payment
(except as provided below). The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, subject to certain
exceptions described herein, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the
date 15 calendar days prior to such Interest Payment Date (whether or not a
Business Day) (each such date a "Record Date"); provided, however, that
interest payable at maturity (or on any redemption or repayment date) will be
payable to the person to whom the principal hereof shall be payable.
As used herein, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law or regulation to close in The
City of New York and (i) with respect to Notes denominated in a Specified
Currency other than U.S. dollars, Australian dollars or European Currency
Units (ECUs"), in the principal financial center of the country of the
Specified Currency, (ii) with respect to Notes denominated in Australian
dollars, in Sydney and (iii) with respect to Notes denominated in ECUs, that
is not a non-ECU clearing day, as determined by the ECU Banking Association in
Paris.
Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date) will be made
in immediately available funds upon surrender of this Note at the office or
agency of the Paying Agent, as defined on the reverse hereof, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such
other paying agency as the Issuer may determine. Payment of the principal of
and premium, if any, and interest on this Note will be made in the Specified
Currency indicated above; provided, however, that U.S. dollar payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, will be made by U.S. dollar check mailed to the address of the
person entitled thereto as such address shall appear in the Note register. A
holder of U.S. $10,000,000 or more in aggregate principal amount of Notes
having the same Interest Payment Date will be entitled to receive payments of
interest, other than interest due at maturity or on any date of redemption or
repayment, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Paying Agent in writing not
less than 15 calendar days prior to the applicable Interest Payment Date. If
this Note is denominated in a Specified Currency other than U.S. dollars,
payments of interest hereon will be made by wire transfer of immediately
available funds to an account maintained by the holder hereof with a bank
located outside the United States if appropriate wire transfer instructions
have been received by the Paying Agent in writing not less than 15 calendar
days prior to the applicable Interest Payment Date. If such wire transfer
instructions are not so received, such interest payments will be made by check
payable in such Specified Currency mailed to the address of the person entitled
thereto as such address shall appear in the Note register.
Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.
DATED: December 13, 1995 MORGAN STANLEY GROUP INC.
By_________________________________
Title:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned
Senior Indenture.
CHEMICAL BANK,
as Trustee
By_______________________________
Authorized Officer
REVERSE OF SECURITY
This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer. The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 (as so supplemented, the
"Senior Indenture"), between the Issuer and Chemical Bank, as Trustee (the
"Trustee," which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered. The Issuer has appointed Chemical Bank at its corporate trust
office in The City of New York as the paying agent (the "Paying Agent," which
term includes any additional or successor Paying Agent appointed by the
Issuer) with respect to the Notes. The terms of individual Notes may vary
with respect to interest rates, interest rate formulas, issue dates, maturity
dates, or otherwise, all as provided in the Senior Indenture. To the extent
not inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein.
This Note will not be subject to any sinking fund and, unless
otherwise provided on the face hereof in accordance with the provisions of the
following two paragraphs, will not be redeemable or subject to repayment at
the option of the holder prior to maturity.
If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below). If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of
redemption (except as provided below). Notice of redemption shall be mailed
to the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 days prior to the date fixed for redemption, subject to all the
conditions and provisions of the Senior Indenture. In the event of redemption
of this Note in part only, a new Note or Notes for the amount of the
unredeemed portion hereof shall be issued in the name of the holder hereof
upon the cancellation hereof.
Notwithstanding the foregoing, this Note may be redeemed in
accordance with the terms of any Extension Notice, as defined below, sent to
the holder hereof as described below.
If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein. On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below). For this Note to be repaid at the
option of the holder hereof, the Paying Agent must receive at its corporate
trust office in the Borough of Manhattan, The City of New York, at least 15 but
not more than 30 days prior to the date of repayment, (i) this Note with the
form entitled "Option to Elect Repayment" below duly completed or (ii) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or a trust company in the United States setting forth the
name of the holder of this Note, the principal amount hereof, the certificate
number of this Note or a description of this Note's tenor and terms, the
principal amount hereof to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note, together
with the form entitled "Option to Elect Repayment" duly completed, will be
received by the Paying Agent not later than the fifth Business Day after the
date of such telegram, telex, facsimile transmission or letter; provided, that
such telegram, telex, facsimile transmission or letter shall only be effective
if this Note and form duly completed are received by the Paying Agent by such
fifth Business Day. Exercise of such repayment option by the holder hereof
shall be irrevocable. In the event of repayment of this Note in part only, a
new Note or Notes for the amount of the unpaid portion hereof shall be issued
in the name of the holder hereof upon the cancellation hereof.
If so indicated on the face of this Note, the Issuer has the
option to extend the Original Maturity Date hereof for one or more periods of
one or more whole years (each an "Extension Period") up to but not beyond the
Final Maturity Date specified on the face hereof and in connection therewith
to establish a new interest rate and new redemption provisions for the
Extension Period.
The Issuer may exercise such option by notifying the Paying
Agent of such exercise at least 45 but not more than 60 days prior to the
Original Maturity Date or, if the maturity hereof has already been extended,
prior to the maturity date then in effect (an "Extended Maturity Date"), such
notice to be accompanied by the form of the Extension Notice referred to
below. No later than 38 days prior to the Original Maturity Date or an
Extended Maturity Date, as the case may be (each, a "Maturity Date"), the
Paying Agent will mail to the holder hereof a notice (the "Extension Notice")
relating to such Extension Period, first class mail, postage prepaid, setting
forth (a) the election of the Issuer to extend the maturity of this Note; (b)
the new Extended Maturity Date; (c) the interest rate applicable to the
Extension Period; and (d) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which, the period or periods
during which and the price or prices at which such redemption may occur during
the Extension Period. Upon the mailing by the Paying Agent of an Extension
Notice to the holder of this Note, the maturity hereof shall be extended
automatically, and, except as modified by the Extension Notice and as
described in the next paragraph, this Note will have the same terms it had
prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 10:00 A.M., New
York City time, on the twentieth calendar day prior to the Maturity Date in
effect immediately preceding the mailing of the applicable Extension Notice
(or if such day is not a Business Day, not later than 10:00 A.M., New York City
time, on the immediately succeeding Business Day), the Issuer may, at its
option, revoke the interest rate provided for in such Extension Notice and
establish a higher interest rate for the Extension Period by causing the
Paying Agent to send notice of such higher interest rate to the holder of this
Note by first class mail, postage prepaid, or by such other means as shall be
agreed between the Issuer and the Paying Agent. Such notice shall be
irrevocable. All Notes with respect to which the Maturity Date is extended in
accordance with an Extension Notice will bear such higher interest rate for the
Extension Period, whether or not tendered for repayment.
If the Issuer elects to extend the maturity hereof, the holder
of this Note will have the option to require the Issuer to repay this Note on
the Maturity Date in effect immediately preceding the mailing of the
applicable Extension Notice at a price equal to the principal amount hereof
plus any accrued and unpaid interest to such date. In order for this Note to
be so repaid on such Maturity Date, the holder hereof must follow the
procedures set forth above for optional repayment, except that the period for
delivery of this Note or notification to the Paying Agent shall be at least 25
but not more than 35 days prior to the Maturity Date in effect immediately
preceding the mailing of the applicable Extension Notice and except that if
the holder hereof has tendered this Note for repayment pursuant to this
paragraph he may, by written notice to the Paying Agent, revoke any such
tender for repayment until 3:00 P.M., New York City time, on the twentieth
calendar day prior to the Maturity Date then in effect (or, if such day is not
a Business Day, until 3:00 P.M., New York City time, on the immediately
succeeding Business Day).
Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Interest payments for this
Note will be computed and paid on the basis of a 360-day year of twelve 30-day
months.
In the case where the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a Business Day,
payment of interest, premium, if any, or principal otherwise payable on such
date need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or on the Maturity Date (or any redemption or repayment date), and no
interest on such payment shall accrue for the period from and after the
Interest Payment Date or the Maturity Date (or any redemption or repayment
date) to such next succeeding Business Day.
This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if denominated in U.S. dollars, is issuable only in denominations of U.S.
$1,000 and any integral multiple of U.S. $1,000 in excess thereof. If this
Note is denominated in a Specified Currency other than U.S. dollars, then,
unless a higher minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S. $1,000 (rounded to an
integral multiple of 1,000 units of such Specified Currency), or any amount in
excess thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding the date of
issuance.
The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms
and conditions set forth herein; provided, however, that the Trustee will not
be required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions. All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.
In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.
If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration," then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of declaration, which amortization shall be
calculated using the "interest method" (computed in accordance with generally
accepted accounting principles in effect on the date of declaration), (ii) for
the purpose of any vote of securityholders taken pursuant to the Senior
Indenture prior to the acceleration of payment of this Note, the principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote and (iii) for the purpose of any
vote of securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated
as set forth in clause (i) above.
The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.
Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date. Any payment made under such circumstances in U.S. dollars where the
required payment is in a Specified Currency other than U.S. dollars will not
constitute an Event of Default.
If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control or are no longer used as
either the unit of account of the European Community or as the currency of the
European Union, then all payments in respect of this Note shall be made in
U.S. dollars until ECUs are again available or so used. The amount of each
payment in U.S. dollars shall be computed on the basis of the equivalent of
the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.
The equivalent of the ECU in U.S. dollars as of any date shall
be determined by the Issuer or its agent on the following basis. The
component currencies of the ECU for this purpose (the "Components") shall be
the currency amounts that were components of the ECU as of the last date on
which the ECU was used as the unit of account of the European Community. The
equivalent of the ECU in U.S. dollars shall be calculated by aggregating the
U.S. dollar equivalents of the Components. The U.S. dollar equivalent of each
of the Components shall be determined by the Issuer or such agent on the basis
of the most recently available Market Exchange Rates for such Components.
All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on the holder of this Note.
So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer. Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, on this Note
as the same shall become due.
No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered holder
of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-...........Custodian..............
(Cust) (Minor)
Under Uniform Gifts to Minors Act...................
(State)
Additional abbreviations may also be used though not in the
above list.
-------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
!
- ---------------------------------------!
!
- --------------------------------------------------------------
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
OF ASSIGNEE]
- --------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably
- --------------------------------------------------------------
constituting and appointing such person attorney to transfer
- --------------------------------------------------------------
such note on the books of the Issuer, with full power of
- --------------------------------------------------------------
substitution in the premises.
Dated:_____________________
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
(Please print or typewrite
name and address of the undersigned)
If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid: __________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid):
______________________________.
Dated:_______________
___________________________________________
NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as written
upon the face of the within
instrument in every particular
without alteration or enlargement.
ANNEX A
OFFICIAL NOTICE OF EXCHANGE
Dated: [On or after March 13, 1996]
--------------------------
Morgan Stanley Group Inc.
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. Incorporated, as
Calculation Agent
1585 Broadway
New York, New York 10036
Fax No.: (212) 761-0028
(Attn: Richard P. Sandulli)
Dear Sirs:
The undersigned holder of the Medium Term Notes, Series C
(Senior Fixed Rate Notes), Exchangeable Notes Due December 31, 2001
(Exchangeable for American Depositary Receipts ("SBH ADRs") Representing Class
A Ordinary Shares of SmithKline Beecham plc) of Morgan Stanley Group Inc. (the
"Notes") hereby irrevocably elects to exercise with respect to the principal
amount of the Notes indicated below, as of the next Exchange Date after the
date hereof (or, if this letter is received after 11:00 a.m. on any Business
Day, as of the second Exchange Date after the date hereof, provided that such
day is prior to the earliest of (i) December 31, 2001, (ii) the Call Date and
(iii) in the event of a call for cash at the Call Price, the Company Notice
Date), the Exchange Right as described in Pricing Supplement No. 23 dated
December 6, 1995 (the "Pricing Supplement") to the Prospectus Supplement dated
March 29, 1995 and the Prospectus dated March 29, 1995 related to Registration
Statement No. 33-57833. Capitalized terms not defined herein have the
meanings given to such terms in the Pricing Supplement. Please date and
acknowledge receipt of this notice in the place provided below on the date of
receipt, and fax a copy to the fax number indicated, whereupon the Company
will deliver, at its sole option, SBH ADRs of SmithKline Beecham or cash 3
Business Days after the Exchange Date in accordance with the terms of the
Notes, as described in the Pricing Supplement.
Very truly yours,
__________________________
[Name of Holder]
By:_______________________
[Title]
___________________
[Fax No.]
$__________________________
Principal Amount of Notes
surrendered for exchange
Receipt of the above Official
Notice of Exchange is hereby acknowledged
MORGAN STANLEY GROUP INC., as Issuer
MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By: _________________________________________
Title:
Date and time of acknowledgement_____________
