__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 1996
MORGAN STANLEY GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9085 13-2838811
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1585 Broadway, New York, New York 10036
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (212) 761-4000
______________________________________________________________________
Item 7(c). Exhibits
8.12 Tax Opinion of Davis Polk & Wardwell, dated May 30, 1996,
relating to the registrant's Equity Linked Notes due May 31,
2000 (linked to the S&P 500 Index), as described in Pricing
Supplement No. 7 dated May 16, 1996 to the Prospectus
Supplement dated May 1, 1996 and the Prospectus dated May 1,
1996 related to Registration Statement No. 333-01655.
8.13 Tax Opinion of Davis Polk & Wardwell, dated May 30, 1996,
relating to the registrant's Equity Linked Notes due May 30,
2001 (linked to the S&P 500 Index), as described in Pricing
Supplement No. 8 dated May 16, 1996 to the Prospectus
Supplement dated May 1, 1996 and the Prospectus dated May 1,
1996 related to Registration Statement No. 333-01655.
8.14 Tax Opinion of Davis Polk & Wardwell, dated May 30, 1996,
relating to the registrant's Equity Linked Notes due May 31,
2000 (linked to the S&P Midcap 400 Index), as described in
Amendment No. 1 dated May 30, 1996 to Pricing Supplement No. 9
dated May 16, 1996 to the Prospectus Supplement dated May 1,
1996 and the Prospectus dated May 1, 1996 related to
Registration Statement No. 333-01655.
8.15 Tax Opinion of Davis Polk & Wardwell, dated May 30, 1996,
relating to the registrant's Equity Linked Notes due May 30,
2001 (linked to the S&P Midcap 400 Index), as described in
Amendment No. 1 dated May 30, 1996 to Pricing Supplement No. 10
dated May 16, 1996 to the Prospectus Supplement dated May 1,
1996 and the Prospectus dated May 1, 1996 related to
Registration Statement No. 333-01655.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MORGAN STANLEY GROUP INC.
Registrant
/s/ Patricia A. Kurtz
----------------------------
Name:Patricia A. Kurtz
Title:Assistant Secretary
Date: June 5, 1996
Index to Exhibits
-----------------
Exhibit No. Description
- ----------- -----------
8.12 Tax Opinion of Davis Polk & Wardwell, dated
May 30, 1996, relating to the registrant's
Equity Linked Notes
due May 31, 2000 (linked to the S&P 500
Index), as described in Pricing Supplement
No. 7 dated May 16, 1996 to the Prospectus
Supplement dated May 1, 1996 and the
Prospectus dated May 1, 1996 related to
Registration Statement No. 333-01655.
8.13 Tax Opinion of Davis Polk & Wardwell, dated
May 30, 1996, relating to the registrant's
Equity Linked Notes
due May 30, 2001 (linked to the S&P 500
Index), as described in Pricing Supplement
No. 8 dated May 16, 1996 to the Prospectus
Supplement dated May 1, 1996 and the
Prospectus dated May 1, 1996 related to
Registration Statement No. 333-01655.
8.14 Tax Opinion of Davis Polk & Wardwell, dated
May 30, 1996, relating to the registrant's
Equity Linked Notes
due May 31, 2000 (linked to the S&P MidCap
400 Index), as described in Amendment No. 1
dated May 30, 1996 to Pricing Supplement No.
9 dated May 16, 1996 to the Prospectus
Supplement dated May 1, 1996 and the
Prospectus dated May 1, 1996 related to
Registration Statement No. 333-01655.
8.15 Tax Opinion of Davis Polk & Wardwell, dated
May 30, 1996, relating to the registrant's
Equity Linked Notes
due May 30, 2001 (linked to the S&P MidCap
400 Index), as described in Amendment No. 1
dated May 30, 1996 to Pricing Supplement No.
10 dated May 16, 1996 to the Prospectus
Supplement dated May 1, 1996 and the
Prospectus dated May 1, 1996 related to
Registration Statement No. 333-01655.
Exhibit 8.12
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4571
May 30, 1996
Morgan Stanley Group Inc.
1585 Broadway
New York, NY 10036
Re: Morgan Stanley Group Inc.
Equity Linked Notes Due May 31, 2000
Dear Sirs:
We have acted as special tax counsel for you in connection with the
issuance of your $2,500,000 aggregate principal amount Equity Linked Notes Due
May 31, 2000 (linked to the S&P 500 Index) (the "Notes"). In our opinion, the
discussion set forth below is a summary of the material U.S. federal income
tax considerations that are generally relevant to holders of the Notes. The
summary is based on tax laws in effect as of the date hereof, which are
subject to change by legislative, judicial or regulatory action that in some
cases may have retroactive effect. This summary does not address all of the
tax considerations that may be relevant to a holder in light of such holder's
particular circumstances. In particular, this summary addresses only persons
who hold Notes as capital assets within the meaning of Section 1221 of the
Internal Revenue Code of 1986 (the "Code"), and does not deal with persons
subject to special rules, such as foreign persons, certain financial
institutions, insurance companies, dealers in options or securities or
purchasers holding Notes as a part of a hedging transaction or straddle or as
part of a "synthetic security" or other integrated investments. This summary
also does not deal with holders other than initial holders of the Notes who
purchase Notes at the Issue Price.
The Notes will be treated as debt for United States federal income
tax purposes. Although proposed Treasury regulations addressing the treatment
of contingent debt instruments were issued on December 15, 1994, such
regulations, which generally would require current accrual of contingent
amounts and would affect the character of gain on the sale, exchange or
retirement of a Note, by their terms apply only to debt instruments issued on
or after the 60th day after the regulations are finalized.
Under general United States federal income tax principles, upon
maturity of the Notes a United States Holder will recognize gain or loss equal
to the difference between the amount realized by the Holder at maturity (i.e.
the sum of the par amount and the Supplemental Redemption Amount received) and
such Holder's tax basis in the Notes. Any loss recognized at maturity will be
treated as capital loss. It is unclear under existing law whether gain
recognized at maturity will be treated as ordinary or capital in character.
We understand that subject to further guidance from the Internal Revenue
Service, the Company intends to treat such gain as interest income and to
report such amounts accordingly.
United States Holders that have acquired debt instruments similar to
the Notes and have accounted for such debt instruments under proposed, but
subsequently withdrawn, Treasury regulation Section 1.1275-4(g) may be deemed
to have established a method of accounting that must be followed with respect
to the Notes, unless consent of the Commissioner of the Internal Revenue
Service is obtained to change such method. Absent such consent, such a Holder
may be required to account for the Notes in the manner prescribed in proposed,
but subsequently withdrawn, Treasury regulation Section 1.1275-4(g). The
Internal Revenue Service, however, would not be required to accept such method
as correct.
Any gain or loss recognized on the sale or exchange of a Note prior
to maturity will be treated as capital in character.
There can be no assurance that the ultimate tax treatment of the Note
would not differ significantly from the description herein. Prospective
investors should be urged to consult their tax advisors as to the possible
consequences of holding the Notes.
Certain noncorporate United States Holders may be subject to backup
withholding at a rate of 31% on payments of principal, premium and interest
(including original issue discount, if any) on, and the proceeds of
disposition of, a Note. Backup withholding will apply only if the Holder (i)
fails to furnish its Taxpayer Identification Number ("TIN") which, for an
individual, would be his Social Security number, (ii) furnishes an incorrect
TIN, (iii) is notified by the Internal Revenue Service that it has failed to
properly report payments of interest and dividends or (iv) under certain
circumstances, fails to certify, under penalty of perjury, that it has
furnished a correct TIN and has not been notified by the Internal Revenue
Service that it is subject to backup withholding for failure to report
interest and dividend payments. United States Holders should consult their
tax advisors regarding their qualification for exemption from backup
withholding and the procedure for obtaining such an exemption if
applicable.
The amount of any backup withholding from a payment to a United
States Holder will be allowed as a credit against such Holder's United
States federal income tax liability and may entitle such Holder to a
refund, provided that the required information is furnished to the Internal
Revenue Service.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the offering of the Notes. We also consent
to the use of our name
under the caption "United States Federal Taxation" in the pricing supplement
relating to the Notes (the "Pricing Supplement"). Capitalized terms appearing
herein and not defined have the meanings assigned to such terms in the Pricing
Supplement.
Very truly yours,
/s/ Davis Polk & Wardwell
EXHIBIT 8.13
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4571
Morgan Stanley Group Inc.
1585 Broadway May 30, 1996
New York, NY 10036
Re: Morgan Stanley Group Inc.
Equity Linked Notes Due May 30, 2001
Dear Sirs:
We have acted as special tax counsel for you in connection with the
issuance of your $2,500,000 aggregate principal amount Equity Linked Notes Due
May 30, 2001 (linked to the S&P 500 Index) (the "Notes"). In our opinion, the
discussion set forth below is a summary of the material U.S. federal income
tax considerations that are generally relevant to holders of the Notes. The
summary is based on tax laws in effect as of the date hereof, which are
subject to change by legislative, judicial or regulatory action that in some
cases may have retroactive effect. This summary does not address all of the
tax considerations that may be relevant to a holder in light of such holder's
particular circumstances. In particular, this summary addresses only persons
who hold Notes as capital assets within the meaning of Section 1221 of the
Internal Revenue Code of 1986 (the "Code"), and does not deal with persons
subject to special rules, such as foreign persons, certain financial
institutions, insurance companies, dealers in options or securities or
purchasers holding Notes as a part of a hedging transaction or straddle or as
part of a "synthetic security" or other integrated investments. This summary
also does not deal with holders other than initial holders of the Notes who
purchase Notes at the Issue Price.
The Notes will be treated as debt for United States federal income
tax purposes. Although proposed Treasury regulations addressing the treatment
of contingent debt instruments were issued on December 15, 1994, such
regulations, which generally would require current accrual of contingent
amounts and would affect the character of gain on the sale, exchange or
retirement of a Note, by their terms apply only to debt instruments issued on
or after the 60th day after the regulations are finalized.
Under general United States federal income tax principles, upon
maturity of the Notes a United States Holder will recognize gain or loss equal
to the difference between the amount realized by the Holder at maturity (i.e.
the sum of the par amount and the Supplemental Redemption Amount received) and
such Holder's tax basis in the Notes. Any loss recognized at maturity will be
treated as capital loss. It is unclear under existing law whether gain
recognized at maturity will be treated as ordinary or capital in character.
We understand that subject to further guidance from the Internal Revenue
Service, the Company intends to treat such gain as interest income and to
report such amounts accordingly.
United States Holders that have acquired debt instruments similar to
the Notes and have accounted for such debt instruments under proposed, but
subsequently withdrawn, Treasury regulation Section 1.1275-4(g) may be deemed
to have established a method of accounting that must be followed with respect
to the Notes, unless consent of the Commissioner of the Internal Revenue
Service is obtained to change such method. Absent such consent, such a Holder
may be required to account for the Notes in the manner prescribed in proposed,
but subsequently withdrawn, Treasury regulation Section 1.1275-4(g). The
Internal Revenue Service, however, would not be required to accept such method
as correct.
Any gain or loss recognized on the sale or exchange of a Note prior
to maturity will be treated as capital in character.
There can be no assurance that the ultimate tax treatment of the Note
would not differ significantly from the description herein. Prospective
investors should be urged to consult their tax advisors as to the possible
consequences of holding the Notes.
Certain noncorporate United States Holders may be subject to backup
withholding at a rate of 31% on payments of principal, premium and interest
(including original issue discount, if any) on, and the proceeds of
disposition of, a Note. Backup withholding will apply only if the Holder (i)
fails to furnish its Taxpayer Identification Number ("TIN") which, for an
individual, would be his Social Security number, (ii) furnishes an incorrect
TIN, (iii) is notified by the Internal Revenue Service that it has failed to
properly report payments of interest and dividends or (iv) under certain
circumstances, fails to certify, under penalty of perjury, that it has
furnished a correct TIN and has not been notified by the Internal Revenue
Service that it is subject to backup withholding for failure to report
interest and dividend payments. United States Holders should consult their tax
advisors regarding their qualification for exemption from backup withholding
and the procedure for obtaining such an exemption if applicable.
The amount of any backup withholding from a payment to a United States
Holder will be allowed as a credit against such Holder's United States federal
income tax liability and may entitle such Holder to a refund, provided that
the required information is furnished to the Internal Revenue Service.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the offering of the Notes. We also consent
to the use of our name under the caption "United States Federal Taxation" in
the pricing supplement relating to the Notes (the "Pricing Supplement").
Capitalized terms appearing herein and not defined have the meanings assigned
to such terms in the Pricing Supplement.
Very truly yours,
/s/ Davis Polk & Wardwell
EXHIBIT 8.14
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4571
Morgan Stanley Group Inc.
1585 Broadway May 30, 1996
New York, NY 10036
Re: Morgan Stanley Group Inc.
Equity Linked Notes Due May 31, 2000
Dear Sirs:
We have acted as special tax counsel for you in connection with the
issuance of your $2,500,000 aggregate principal amount Equity Linked Notes Due
May 31, 2000 (linked to the S&P MidCap 400 Index) (the "Notes"). In our
opinion, the discussion set forth below is a summary of the material U.S.
federal income tax considerations that are generally relevant to holders of
the Notes. The summary is based on tax laws in effect as of the date hereof,
which are subject to change by legislative, judicial or regulatory action that
in some cases may have retroactive effect. This summary does not address all
of the tax considerations that may be relevant to a holder in light of such
holder's particular circumstances. In particular, this summary addresses only
persons who hold Notes as capital assets within the meaning of Section 1221 of
the Internal Revenue Code of 1986 (the "Code"), and does not deal with persons
subject to special rules, such as foreign persons, certain financial
institutions, insurance companies, dealers in options or securities or
purchasers holding Notes as a part of a hedging transaction or straddle or as
part of a "synthetic security" or other integrated investments. This summary
also does not deal with holders other than initial holders of the Notes who
purchase Notes at the Issue Price.
The Notes will be treated as debt for United States federal income
tax purposes. Although proposed Treasury regulations addressing the treatment
of contingent debt instruments were issued on December 15, 1994, such
regulations, which generally would require current accrual of contingent
amounts and would affect the character of gain on the sale, exchange or
retirement of a Note, by their terms apply only to debt instruments issued on
or after the 60th day after the regulations are finalized.
Under general United States federal income tax principles, upon
maturity of the Notes a United States Holder will recognize gain or loss equal
to the difference between the amount realized by the Holder at maturity (i.e.
the sum of the par amount and the Supplemental Redemption Amount received) and
such Holder's tax basis in the Notes. Any loss recognized at maturity will be
treated as capital loss. It is unclear under existing law whether gain
recognized at maturity will be treated as ordinary or capital in character.
We understand that subject to further guidance from the Internal Revenue
Service, the Company intends to treat such gain as interest income and to
report such amounts accordingly.
United States Holders that have acquired debt instruments similar to
the Notes and have accounted for such debt instruments under proposed, but
subsequently withdrawn, Treasury regulation Section 1.1275-4(g) may be deemed
to have established a method of accounting that must be followed with respect
to the Notes, unless consent of the Commissioner of the Internal Revenue
Service is obtained to change such method. Absent such consent, such a Holder
may be required to account for the Notes in the manner prescribed in proposed,
but subsequently withdrawn, Treasury regulation Section 1.1275-4(g). The
Internal Revenue Service, however, would not be required to accept such method
as correct.
Any gain or loss recognized on the sale or exchange of a Note prior
to maturity will be treated as capital in character.
There can be no assurance that the ultimate tax treatment of the Note
would not differ significantly from the description herein. Prospective
investors should be urged to consult their tax advisors as to the possible
consequences of holding the Notes.
Certain noncorporate United States Holders may be subject to backup
withholding at a rate of 31% on payments of principal, premium and interest
(including original issue discount, if any) on, and the proceeds of
disposition of, a Note. Backup withholding will apply only if the Holder (i)
fails to furnish its Taxpayer Identification Number ("TIN") which, for an
individual, would be his Social Security number, (ii) furnishes an incorrect
TIN, (iii) is notified by the Internal Revenue Service that it has failed to
properly report payments of interest and dividends or (iv) under certain
circumstances, fails to certify, under penalty of perjury, that it has
furnished a correct TIN and has not been notified by the Internal Revenue
Service that it is subject to backup withholding for failure to report
interest and dividend payments. United States Holders should consult their
tax advisors regarding their qualification for exemption from backup
withholding and the procedure for obtaining such an exemption if
applicable.
The amount of any backup withholding from a payment to a United
States Holder will be allowed as a credit against such Holder's United
States federal income tax liability and may entitle such Holder to a
refund, provided that the required information is furnished to the Internal
Revenue Service.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the offering of the Notes. We also consent
to the use of our name
under the caption "United States Federal Taxation" in the pricing supplement
relating to the Notes (the "Pricing Supplement"). Capitalized terms appearing
herein and not defined have the meanings assigned to such terms in the Pricing
Supplement.
Very truly yours,
/s/ Davis Polk & Wardwell
EXHIBIT 8.15
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4571
Morgan Stanley Group Inc.
1585 Broadway May 30, 1996
New York, NY 10036
Re: Morgan Stanley Group Inc.
Equity Linked Notes Due May 30, 2001
Dear Sirs:
We have acted as special tax counsel for you in connection with the
issuance of your $2,500,000 aggregate principal amount Equity Linked Notes Due
May 30, 2001 (linked to the S&P MidCap 400 Index) (the "Notes"). In our
opinion, the discussion set forth below is a summary of the material U.S.
federal income tax considerations that are generally relevant to holders of
the Notes. The summary is based on tax laws in effect as of the date hereof,
which are subject to change by legislative, judicial or regulatory action that
in some cases may have retroactive effect. This summary does not address all
of the tax considerations that may be relevant to a holder in light of such
holder's particular circumstances. In particular, this summary addresses only
persons who hold Notes as capital assets within the meaning of Section 1221 of
the Internal Revenue Code of 1986 (the "Code"), and does not deal with persons
subject to special rules, such as foreign persons, certain financial
institutions, insurance companies, dealers in options or securities or
purchasers holding Notes as a part of a hedging transaction or straddle or as
part of a "synthetic security" or other integrated investments. This summary
also does not deal with holders other than initial holders of the Notes who
purchase Notes at the Issue Price.
The Notes will be treated as debt for United States federal income
tax purposes. Although proposed Treasury regulations addressing the treatment
of contingent debt instruments were issued on December 15, 1994, such
regulations, which generally would require current accrual of contingent
amounts and would affect the character of gain on the sale, exchange or
retirement of a Note, by their terms apply only to debt instruments issued on
or after the 60th day after the regulations are finalized.
Under general United States federal income tax principles, upon
maturity of the Notes a United States Holder will recognize gain or loss equal
to the difference between the amount realized by the Holder at maturity (i.e.
the sum of the par amount and the Supplemental Redemption Amount received) and
such Holder's tax basis in the Notes. Any loss recognized at maturity will be
treated as capital loss. It is unclear under existing law whether gain
recognized at maturity will be treated as ordinary or capital in character.
We understand that subject to further guidance from the Internal Revenue
Service, the Company intends to treat such gain as interest income and to
report such amounts accordingly.
United States Holders that have acquired debt instruments similar to
the Notes and have accounted for such debt instruments under proposed, but
subsequently withdrawn, Treasury regulation Section 1.1275-4(g) may be deemed
to have established a method of accounting that must be followed with respect
to the Notes, unless consent of the Commissioner of the Internal Revenue
Service is obtained to change such method. Absent such consent, such a Holder
may be required to account for the Notes in the manner prescribed in proposed,
but subsequently withdrawn, Treasury regulation Section 1.1275-4(g). The
Internal Revenue Service, however, would not be required to accept such method
as correct.
Any gain or loss recognized on the sale or exchange of a Note prior
to maturity will be treated as capital in character.
There can be no assurance that the ultimate tax treatment of the Note
would not differ significantly from the description herein. Prospective
investors should be urged to consult their tax advisors as to the possible
consequences of holding the Notes.
Certain noncorporate United States Holders may be subject to backup
withholding at a rate of 31% on payments of principal, premium and interest
(including original issue discount, if any) on, and the proceeds of
disposition of, a Note. Backup withholding will apply only if the Holder (i)
fails to furnish its Taxpayer Identification Number ("TIN") which, for an
individual, would be his Social Security number, (ii) furnishes an incorrect
TIN, (iii) is notified by the Internal Revenue Service that it has failed to
properly report payments of interest and dividends or (iv) under certain
circumstances, fails to certify, under penalty of perjury, that it has
furnished a correct TIN and has not been notified by the Internal Revenue
Service that it is subject to backup withholding for failure to report
interest and dividend payments. United States Holders should consult their
tax advisors regarding their qualification for exemption from backup
withholding and the procedure for obtaining such an exemption if
applicable.
The amount of any backup withholding from a payment to a United
States Holder will be allowed as a credit against such Holder's United
States federal income tax liability and may entitle such Holder to a
refund, provided that the required information is furnished to the Internal
Revenue Service.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the offering of the Notes. We also consent
to the use of our name
under the caption "United States Federal Taxation" in the pricing supplement
relating to the Notes (the "Pricing Supplement"). Capitalized terms appearing
herein and not defined have the meanings assigned to such terms in the Pricing
Supplement.
Very truly yours,
/s/ Davis Polk & Wardwell
