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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
Protected Exchangeable THE AMERICAN STOCK EXCHANGE
EQuity-Linked Securities
Due May 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.
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The title of the class of securities to be registered
hereunder is: "Protected Exchangeable EQuity-linked Securities
Due May 2001" (the "PEEQS"). A description of the PEEQS 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. 333-01655) (the
"Registration Statement"), as supplemented by the information
under the caption "Description of Securities" in the
registrant's preliminary prospectus supplement filed on April
22, 1996, pursuant to Rule 424(b)(2) under the Securities Act
of 1933, as amended (the "Act"), which description is
incorporated herein by reference. The description of the PEEQS
contained in the final prospectus supplement to be filed
pursuant to Rule 424(b) under the Act, which will contain the
final terms and provisions of the PEEQS, is hereby deemed to be
incorporated by reference into this Registration Statement and
to be a part hereof.
Item 2. Exhibits.
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The following documents are filed as exhibits hereto:
4.1 Proposed form of Certificated Note evidencing the PEEQS.
4.2 Proposed form of Global Note evidencing the PEEQS.
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: May 7, 1996 By: /s/ Patricia A. Kurtz
________________________________
Name: Patricia A. Kurtz
Title: Assistant Secretary
INDEX TO EXHIBITS
Exhibit No. Page No.
- ----------- --------
4.1 Proposed form of Certificated Note evidencing the PEEQS.
4.2 Proposed form of Global Note evidencing the PEEQS.
DRAFT CERTIFICATED NOTE EXHIBIT 4.1
PROTECTED EXCHANGEABLE EQUITY-LINKED SECURITIES (PEEQS)
NUMBER OF PEEQS REPRESENTED
BY THIS NOTE:
REGISTERED REGISTERED
No. R- CUSIP: 617446BG3
MORGAN STANLEY GROUP INC.
PROTECTED EXCHANGEABLE EQUITY-LINKED SECURITIES (PEEQS)
As used herein, the following terms shall have the following
meanings:
ORIGINAL ISSUE DATE: PRINCIPAL AMOUNT:
May , 1996 $ times the number of PEEQS
represented by this Note
MATURITY DATE:
May , 2001 INTEREST RATE:
There will be no periodic payments
PEEQS: of interest.
A PEEQS is a Protected Exchangeable
EQuity-linked Security having a
principal amount of $ .
AMOUNT PAYABLE AT MATURITY: At maturity (including as a result
of acceleration or otherwise), the
holder of this Note shall receive,
subject to a prior exercise of the
Exchange Right with respect to this
Note, the greater of (i) the
principal amount of this Note and
(ii) the product of (A) an amount
in dollars equal to 10% of the
Final Index Value of the S&P 500
Composite Stock Price Index (the
"S&P 500 Index"), published by
Standard & Poor's ("S&P"), a
Division of the McGraw-Hill
Companies, Inc. and (B) the number
of PEEQS represented by this Note.
The Issuer shall cause the
Calculation Agent to provide
written notice to the Trustee and
the Paying Agent at its New York
office, on which notice the Trustee
and the Paying Agent may
conclusively rely, of the Amount
Payable at Maturity, on or prior to
11:00 a.m. on the Business Day
preceding the Maturity Date.
Additional terms and provisions,
including, without limitation,
terms and provisions related to the
discontinuance of the S&P 500 Index
and alteration of the method of
calculation thereof, are set forth
on the reverse hereof.
EXCHANGE RIGHT: On any Exchange Date, the holder of
this Note shall be entitled upon
(i) completion by the holder and
delivery to the Issuer and the
Calculation Agent of the "Official
Notice of Exchange" in
substantially the form set forth on
the reverse hereof, prior to
11:00 a.m. New York City time on
such date and (ii) delivery on such
date of this Note to the Trustee,
to exchange a minimum of 100 PEEQS
for an amount in dollars per PEEQS
equal to 10% of the Index Value on
the Determination Date with respect
to such Exchange Date. Upon any
such exchange, the Issuer shall pay
an amount in cash per PEEQS equal
to 10% of the Index Value as of the
applicable Determination Date, as
determined by the Calculation
Agent.
Additional terms, including,
without limitation, terms related
to the Exchange Right, have the
meanings set forth on the reverse
hereof.
Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay, subject to a prior exercise of the Exchange Right, to
, or registered assigns, on the Maturity Date the Amount Payable at
Maturity determined in accordance with the procedures described herein.
The Amount Payable at Maturity shall be determined by the
Calculation Agent and written notice thereof shall be provided to the Trustee
and the Paying Agent as provided on the face hereof. The Calculation Agent's
determination of the Amount Payable at Maturity shall be conclusive and
binding absent manifest error.
Subject to certain exceptions described herein, payment of the
principal in respect of this Note shall be made in immediately available funds
upon presentation and surrender of this Note at the office or agency of the
Paying Agent maintained for that purpose in the Borough of Manhattan, The City
of New York, if this Note is presented to the Paying Agent in time for it to
make such payments in accordance with its normal procedures.
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.
DATED: MORGAN STANLEY GROUP INC.
By _______________________
Name: Philip N. Duff
Title: Chief Financial Officer
and Treasurer
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
This Note is issuable under a Senior Indenture, dated as of
April 15, 1989, as supplemented by a First Supplemental Indenture dated as of
May 15, 1991 and a Second Supplemental Indenture dated as of April 15, 1996
(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. To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein. This Note is one of a series of debt
securities having the designation and terms as set forth on the face hereof
(the "Notes").
This Note will not be subject to any sinking fund, will not be
redeemable by the Issuer or subject to repayment at the option of the holder
prior to maturity and will not be subject to the defeasance provisions set
forth in the Senior Indenture.
Upon exercise of the Exchange Right, prior to 9:30 a.m. on the
first Business Day succeeding the Determination Date with respect to the
applicable Exchange Date, the Issuer shall, or shall cause the Calculation
Agent to, provide written notice to the Trustee and the Paying Agent at its
New York office, on which notice the Trustee and the Paying Agent may
conclusively rely, (i) of its receipt of the applicable "Official Notice of
Exchange", (ii) of the number of PEEQS to be exchanged and (iii) of the amount
of cash to be paid per PEEQS to be exchanged.
The Issuer shall, or shall cause the Calculation Agent to,
deliver such cash to the Paying Agent for delivery to the holders. Such
delivery or payment shall be made five Business Days after the Determination
Date with respect to such Exchange Date, subject to delivery of this Note to
the Trustee on the Exchange Date as aforesaid.
If the number of PEEQS to be exchanged is less than the number
represented by this Note, the Trustee shall issue to the holder of this Note,
a new Note having identical terms and provisions and representing a number of
PEEQS equal to the difference between the number of PEEQS represented by this
Note and the number of PEEQS so exchanged by the Holder. All such exchanges
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 dollar amounts resulting from any calculation of the
payment amounts due upon exchange or at maturity with respect to this Note
shall be rounded to the nearest cent with one-half cent being rounded upwards.
If S&P discontinues publication of the S&P 500 Index and S&P
or another entity publishes a successor or substitute index that the
Calculation Agent determines, in its sole discretion, to be comparable to the
discontinued S&P 500 Index (such index being referred to herein as a
"Successor Index"), then the relevant Index Value shall be determined by
reference to the value of such Successor Index at the close of trading on the
NYSE, the AMEX, NASDAQ NMS or the relevant exchange or market for the
Successor Index on the applicable Determination Date.
Upon any selection by the Calculation Agent of a Successor
Index, the Calculation Agent shall cause written notice thereof to be
furnished to the Trustee, to the Issuer and to the holder of this Note within
three Trading Days of such selection.
If S&P discontinues publication of the S&P 500 Index prior to,
and such discontinuance is continuing on, the applicable Determination Date
and the Calculation Agent determines that no Successor Index is available at
such time, then on such Determination Date, the Calculation Agent shall
determine the applicable Index Value for such Determination Date. The Index
Value shall be computed by the Calculation Agent in accordance with the
formula for and method of calculating the S&P 500 Index last in effect prior
to such discontinuance, using the closing price (or, if trading in the
relevant securities has been materially suspended or materially limited, its
good faith estimate of the closing price that would have prevailed but for
such suspension or limitation) on such Determination Date of each security
most recently comprising the S&P 500 Index.
If at any time the method of calculating the S&P 500 Index or
a Successor Index, or the value thereof, is changed in a material respect, or
if the S&P 500 Index or a Successor Index is in any other way modified so that
such index does not, in the opinion of the Calculation Agent, fairly represent
the value of the S&P 500 Index or such Successor Index had such changes or
modifications not been made, then, from and after such time, the Calculation
Agent shall, at the close of business in New York City on the applicable
Determination Date, make such calculations and adjustments as, in the good
faith judgment of the Calculation Agent, may be necessary in order to arrive
at a value of a stock index comparable to the S&P 500 Index or such Successor
Index, as the case may be, as if such changes or modifications had not been
made, and calculate the applicable Index Value or, if applicable, the Final
Index Value with reference to the S&P 500 Index or such Successor Index, as
adjusted. Accordingly, if the method of calculating the S&P 500 Index or a
Successor Index is modified so that the value of such index is a fraction of
what it would have been if it had not been modified (e.g., due to a split in
the index), then the Calculation Agent shall adjust such index in order to
arrive at a value of the S&P 500 Index or such Successor Index as if it had
not been modified (e.g., as if such split had not occurred).
Neither the Trustee nor any Paying Agent shall at any time
be under any duty or responsibility to any holder of this Note to determine
whether any facts exist which may require any adjustment to the Index Value
or the Final Index Value or with respect to the nature or extent of any
such adjustment when made or with respect to the method employed in making
the same.
If the Maturity Date does not fall on a Business Day, payment
of 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 Maturity Date.
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, is issuable only in denominations representing a whole number of PEEQS.
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 the 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 an aggregate
principal amount and Amount Payable at Maturity in U.S. Dollars, equal to the
amounts set forth on the face of this Note, subject to the terms and
conditions set forth herein. Notes are exchangeable at said office for other
Notes of other authorized denominations having an aggregate principal amount
and Amount Payable at Maturity equal to the amounts set forth on the face of
this Note and having otherwise 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.
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 Issuer may, at its option, elect to make Notes available
in book-entry form. If the Issuer makes such an election, the holder hereof
will have the option (the "Conversion Option") to convert the form in which
such holder holds his Note from definitive to book-entry form. The Conversion
Option will be available for a period of 45 calendar days (the "Conversion
Option Period") commencing on a date designated by the Issuer and notified to
the Trustee and the holder hereof by first class mail. After the last date of
the Conversion Option Period, the Depositary (as defined below) will not be
required to accept delivery of Notes in exchange for book-entry Notes, but the
Depositary may permit such Notes to be exchanged on a case by case basis.
In order to be exchanged for a Note in book-entry form, this
Note must be delivered in proper form for deposit to The Depository Trust
Company (the "Depositary") by a participant. Accordingly, if the holder
hereof is not a participant, such holder must deliver this Note, in proper
form for deposit, to a participant, either directly or through an indirect
participant (such as a bank, brokerage firm, dealer or trust company that
clears through, or maintains a custodial relationship with, a participant) or
brokerage firm which maintains an account with a participant, in order to have
its Note exchanged for a Note in book-entry form.
Notes received by the Depositary for exchange during the
Conversion Option Period will be exchanged for a Note in book-entry form by
the close of business on the Business Day that such Notes are received by the
Depositary (if received by the Depositary by its then applicable cut-off time
for same day credit) or on the following Business Day (if received by the
Depositary by its then applicable cut-off time for next day credit). Notes
surrendered at any time for exchange for book-entry Notes may not be
transferred until such exchange has been effected.
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 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 principal of this Note is declared to be due and
payable prior to the Maturity Date, then the amount payable with respect to
this Note shall equal the Amount Payable at Maturity hereof (calculated as
if the date of such declaration were the Determination Date. If a Market
Disruption Event occurs on the date of such declaration, then the
Calculation Agent shall determine the value of the S&P 500 Index on such
date in accordance with the formula for and method of calculating the S&P
500 Index last in effect prior to the commencement of the Market Disruption
Event, using the closing price (or, if trading in the relevant securities
has been materially suspended or materially limited, its good faith
estimate of the closing price that would have prevailed but for such
suspension or limitation) on such Trading Day of each security most
recently comprising the S&P 500 Index. 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 the immediately preceding sentence, if this Note were declared to
be due and payable on the date of any such vote. 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 Payable at Maturity hereof, also calculated as set forth
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.
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
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 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 any Notes that
remain unclaimed at the end of two years after such principal shall have
become due and payable (whether at maturity 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 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 this Note at the time and place, 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
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.
As used herein:
(a) the term "Exchange Date" means any Trading Day that falls
during the period beginning November , 1997 and ending on April , 2001.
(b) the term "Final Index Value" means the Index Value on the
Determination Date with respect to the Maturity Date, as determined by the
Calculation Agent.
(c) the term "Index Value," as of any Determination Date,
shall equal the closing value of the S&P 500 Index or any Successor Index at
the regular official weekday close of trading on such Determination Date, as
determined by the Calculation Agent. References herein to the S&P 500 Index
shall be deemed to include any Successor Index, unless the context requires
otherwise.
(d) the term "Trading Day" means a day, as determined by the
Calculation Agent, on which trading is generally conducted (i) on the New York
Stock Exchange ("NYSE"), the American Stock Exchange, Inc. ("AMEX") and the
NASDAQ National Market ("NASDAQ NMS"), (ii) on the Chicago Mercantile
Exchange, (iii) on the Chicago Board of Options Exchange and (iv) in the
over-the-counter market for equity securities in the United States.
(e) the term "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.
(f) the term "Determination Date" means (i) with respect to
any Exchange Date, such Exchange Date and (ii) with respect to the Maturity
Date, May , 2001, unless, in either case, there is a Market Disruption Event
on such Trading Day. If a Market Disruption Event occurs on any such Trading
Day, the Determination Date shall be the immediately succeeding Trading Day
during which no Market Disruption Event shall have occurred; provided that if
a Market Disruption Event has occurred on each of the five Trading Days
immediately succeeding (a) such Exchange Date or (b) May , 2001, then the
relevant Determination Date shall be deemed to be the earlier of (x) such
fifth succeeding Trading Day or (y) the second scheduled Trading Day prior to
the Maturity Date, notwithstanding the occurrence of a Market Disruption Event
on such day (an "Extended Determination Date"). With respect to any such
Extended Determination Date on which a Market Disruption Event occurs, the
Calculation Agent shall determine the value of the S&P 500 Index on such
Extended Determination Date in accordance with the formula for and method of
calculating the S&P 500 Index last in effect prior to the commencement of the
Market Disruption Event, using the closing price (or, if trading in the
relevant securities has been materially suspended or materially limited, its
good faith estimate of the closing price that would have prevailed but for
such suspension or limitation) on such Trading Day of each security most
recently comprising the S&P 500 Index.
(g) the term "Market Disruption Event" means, with respect
to the S&P 500 Index:
(i) a suspension, absence or material limitation of trading of
100 or more of the securities included in the S&P 500 Index on the primary
market for such securities 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, absence or material limitation of trading on the primary market
for trading in futures or options contracts related to the S&P 500 Index
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 Protected Exchangeable
Equity-linked Securities Due May , 2001.
For purposes of determining whether a Market Disruption Event
has occurred: (1) a limitation on the hours or number of days of trading
shall not constitute a Market Disruption Event if it results from an announced
change in the regular business hours of the relevant exchange or market, (2) a
decision to permanently discontinue trading in the relevant futures or options
contract shall 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 NYSE, any other self-regulatory
organization or the Securities and Exchange Commission 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 a futures or options contract on the S&P 500 Index by the primary
securities market related to such contract by reason of (x) a price change
exceeding limits set by such 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 shall constitute a suspension or material limitation of
trading in futures or options contracts related to the S&P 500 Index and (5)
"a suspension, absence or material limitation of trading" on the primary
market on which futures or options contracts related to the S&P 500 Index are
traded shall not include any time when such market is itself closed for
trading under ordinary circumstances.
(h) the term "Calculation Agent" means Morgan Stanley & Co.
Incorporated. All determinations made by the Calculation Agent shall be at
the sole discretion of the Calculation Agent and shall, in the absence of
manifest error, be conclusive for all purposes and binding on the Issuer and
the holder of this Note.
(i) 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.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
OFFICIAL NOTICE OF EXCHANGE
Dated:[On or after November , 1997]
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
(Attn: Alan Thomas)
Fax: 212-761-0028
Dear Sirs:
The undersigned holder of the Protected Exchangeable
Equity-linked Securities Due May , 2001 of Morgan Stanley Group Inc. (the
"PEEQS") hereby irrevocably elects to exercise with respect to the number of
PEEQS indicated below, as of the date hereof (or, if this letter is received
after 11:00 a.m. on any Trading Day, as of the next Trading Day, provided that
such day is on or prior to April , 2001, the Exchange Right as described in
the Prospectus Supplement dated May , 1996 (the "Prospectus Supplement") and
the Prospectus dated May 1, 1996 related to Registration Statement No.
333-01655. Capitalized terms not defined herein have the meanings given to
such terms in the Prospectus 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. Upon receipt of this notice, the Company
will deliver five Business Days after the Determination Date with respect to
such Exchange Date, an amount in dollars, as determined by the Calculation
Agent, equal to 10% of the Index Value of the S&P 500 Index, in accordance
with the terms of the PEEQS, as described in the Prospectus Supplement.
Very truly yours,
[Name of Holder]
By:
[Title]
[Fax No.]
Number of PEEQS (minimum of
100) 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
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
______________________________________________________________________________
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.
DRAFT GLOBAL NOTE EXHIBIT 4.2
PROTECTED EXCHANGEABLE EQUITY-LINKED SECURITIES (PEEQS)
REGISTERED REGISTERED
No. R- CUSIP: 617446BG3
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.
MORGAN STANLEY GROUP INC.
PROTECTED EXCHANGEABLE EQUITY-LINKED SECURITIES (PEEQS)
As used herein, the following terms shall have the following
meanings:
ORIGINAL ISSUE DATE: INTEREST RATE:
May , 1996 There will be no periodic payments
of interest.
MATURITY DATE:
May , 2001 PRINCIPAL AMOUNT:
Amount stated under the caption
PEEQS: "Total Principal Amount" on
A PEEQS is a Protected Exchangeable Schedule A on the reverse hereof.
EQuity-linked Security having a
principal amount of $ .
NUMBER OF PEEQS REPRESENTED BY THIS
NOTE:
The number stated under the caption
"Total Number of PEEQS Represented by
this Note" on Schedule A on the reverse
hereof.
AMOUNT PAYABLE AT MATURITY: At maturity (including as a result
of acceleration or otherwise), the
holder of this Note shall receive,
subject to a prior exercise of the
Exchange Right with respect to this
Note, the greater of (i) the
principal amount of this Note and
(ii) the product of (A) an amount
in dollars equal to 10% of the
Final Index Value of the S&P 500
Composite Stock Price Index (the
"S&P 500 Index"), published by
Standard & Poor's ("S&P"), a
Division of the McGraw-Hill
Companies, Inc. and (B) the number
of PEEQS represented by this Note.
The Issuer shall cause the
Calculation Agent to provide
written notice to the Trustee and
the Paying Agent at its New York
office, on which notice the Trustee
and the Paying Agent may
conclusively rely, of the Amount
Payable at Maturity, on or prior to
11:00 a.m. on the Business Day
preceding the Maturity Date.
Additional terms and provisions,
including, without limitation,
terms and provisions related to the
discontinuance of the S&P 500 Index
and alteration of the method of
calculation thereof, are set forth
on the reverse hereof.
EXCHANGE RIGHT: On any Exchange Date, the holder of
this Note shall be entitled upon
(i) completion by the holder and
delivery to the Issuer and the
Calculation Agent of the "Official
Notice of Exchange" in
substantially the form set forth on
the reverse hereof, prior to
11:00 a.m. New York City time on
such date and (ii) delivery on such
date of this Note to the Trustee,
to exchange a minimum of 100 PEEQS
for an amount in dollars per PEEQS
equal to 10% of the Index Value on
the Determination Date with respect
to such Exchange Date. Upon any
such exchange, the Issuer shall pay
an amount in cash per PEEQS equal
to 10% of the Index Value as of the
applicable Determination Date, as
determined by the Calculation
Agent.
Additional terms, including,
without limitation, terms related
to the Exchange Right, have the
meanings set forth on the reverse
hereof.
Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay, subject to a prior exercise of the Exchange Right, to Cede
& Co., or registered assigns, on the Maturity Date the Amount Payable at
Maturity determined in accordance with the procedures described herein.
The Amount Payable at Maturity shall be determined by the
Calculation Agent and written notice thereof shall be provided to the Trustee
and the Paying Agent as provided on the face hereof. The Calculation Agent's
determination of the Amount Payable at Maturity shall be conclusive and
binding absent manifest error.
Subject to certain exceptions described herein, payment of the
principal in respect of this Note shall be made in immediately available funds
upon presentation and surrender of this Note at the office or agency of the
Paying Agent maintained for that purpose in the Borough of Manhattan, The City
of New York.
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.
DATED: MORGAN STANLEY GROUP INC.
By _______________________
Name: Philip N. Duff
Title: Chief Financial Officer
and Treasurer
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
This Note is issuable under a Senior Indenture, dated as of
April 15, 1989, as supplemented by a First Supplemental Indenture dated as of
May 15, 1991 and a Second Supplemental Indenture dated as of April 15, 1996
(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. To the extent not
inconsistent herewith, the terms of the Senior Indenture are hereby
incorporated by reference herein. This Note is one of a series of debt
securities having the designation and terms as set forth on the face hereof
(the "Notes").
This Note will not be subject to any sinking fund, will not be
redeemable by the Issuer or subject to repayment at the option of the holder
prior to maturity and will not be subject to the defeasance provisions set
forth in the Senior Indenture.
Upon exercise of the Exchange Right, prior to 9:30 a.m. on the
first Business Day succeeding the Determination Date with respect to the
applicable Exchange Date, the Issuer shall, or shall cause the Calculation
Agent to, provide written notice to the Trustee and the Paying Agent at its
New York office and to The Depository Trust Company ("DTC"), on which notice
the Trustee, the Paying Agent and DTC may conclusively rely, (i) of its
receipt of the applicable "Official Notice of Exchange", (ii) of the number of
PEEQS to be exchanged and (iii) of the amount of cash to be paid per PEEQS to
be exchanged.
The Issuer shall, or shall cause the Calculation Agent to,
deliver such cash to the Paying Agent for delivery to the holders. Such
delivery or payment shall be made five Business Days after the Determination
Date with respect to such Exchange Date, subject to delivery of this Note to
the Trustee on the Exchange Date as aforesaid. All such exchanges 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 dollar amounts resulting from any calculation of the
payment amounts due upon exchange or at maturity with respect to this Note
shall be rounded to the nearest cent with one-half cent being rounded upwards.
If S&P discontinues publication of the S&P 500 Index and S&P
or another entity publishes a successor or substitute index that the
Calculation Agent determines, in its sole discretion, to be comparable to the
discontinued S&P 500 Index (such index being referred to herein as a
"Successor Index"), then the relevant Index Value shall be determined by
reference to the value of such Successor Index at the close of trading on the
NYSE, the AMEX, NASDAQ NMS or the relevant exchange or market for the
Successor Index on the applicable Determination Date.
Upon any selection by the Calculation Agent of a Successor
Index, the Calculation Agent shall cause written notice thereof to be
furnished to the Trustee, to the Issuer and to the holder of this Note within
three Trading Days of such selection.
If S&P discontinues publication of the S&P 500 Index prior to,
and such discontinuance is continuing on, the applicable Determination Date
and the Calculation Agent determines that no Successor Index is available at
such time, then on such Determination Date, the Calculation Agent shall
determine the applicable Index Value for such Determination Date. The Index
Value shall be computed by the Calculation Agent in accordance with the
formula for and method of calculating the S&P 500 Index last in effect prior
to such discontinuance, using the closing price (or, if trading in the
relevant securities has been materially suspended or materially limited, its
good faith estimate of the closing price that would have prevailed but for
such suspension or limitation) on such Determination Date of each security
most recently comprising the S&P 500 Index.
If at any time the method of calculating the S&P 500 Index or
a Successor Index, or the value thereof, is changed in a material respect, or
if the S&P 500 Index or a Successor Index is in any other way modified so that
such index does not, in the opinion of the Calculation Agent, fairly represent
the value of the S&P 500 Index or such Successor Index had such changes or
modifications not been made, then, from and after such time, the Calculation
Agent shall, at the close of business in New York City on the applicable
Determination Date, make such calculations and adjustments as, in the good
faith judgment of the Calculation Agent, may be necessary in order to arrive
at a value of a stock index comparable to the S&P 500 Index or such Successor
Index, as the case may be, as if such changes or modifications had not been
made, and calculate the applicable Index Value or, if applicable, the Final
Index Value with reference to the S&P 500 Index or such Successor Index, as
adjusted. Accordingly, if the method of calculating the S&P 500 Index or a
Successor Index is modified so that the value of such index is a fraction of
what it would have been if it had not been modified (e.g., due to a split in
the index), then the Calculation Agent shall adjust such index in order to
arrive at a value of the S&P 500 Index or such Successor Index as if it had
not been modified (e.g., as if such split had not occurred).
Neither the Trustee nor any Paying Agent shall at any time
be under any duty or responsibility to any holder of this Note to determine
whether any facts exist which may require any adjustment to the Index Value
or the Final Index Value or with respect to the nature or extent of any
such adjustment when made or with respect to the method employed in making
the same.
If the Maturity Date does not fall on a Business Day, payment
of 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 Maturity Date.
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, is issuable only in denominations representing a whole number of PEEQS.
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 the 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 an aggregate
principal amount and Amount Payable at Maturity in U.S. Dollars, equal to the
amounts set forth on the face of this Note, subject to the terms and
conditions set forth herein. Notes are exchangeable at said office for other
Notes of other authorized denominations having an aggregate principal amount
and Amount Payable at Maturity equal to the amounts set forth on the face of
this Note and having otherwise 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.
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 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 principal of this Note is declared to be due and payable
prior to the Maturity Date, then the amount payable with respect to this Note
shall equal the Amount Payable at Maturity hereof (calculated as if the date
of such declaration were the Determination Date. If a Market Disruption Event
occurs on the date of such declaration, then the Calculation Agent shall
determine the value of the S&P 500 Index on such date in accordance with the
formula for and method of calculating the S&P 500 Index last in effect prior
to the commencement of the Market Disruption Event, using the closing price
(or, if trading in the relevant securities has been materially suspended or
materially limited, its good faith estimate of the closing price that would
have prevailed but for such suspension or limitation) on such Trading Day of
each security most recently comprising the S&P 500 Index. 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
the immediately preceding sentence, if this Note were declared to be due and
payable on the date of any such vote. 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 Payable at Maturity hereof, also calculated as set forth 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.
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
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 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 any Notes that
remain unclaimed at the end of two years after such principal shall have
become due and payable (whether at maturity 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 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 this Note at the time and place, 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
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.
As used herein:
(a) the term "Exchange Date" means any Trading Day that falls
during the period beginning November , 1997 and ending on April , 2001.
(b) the term "Final Index Value" means the Index Value on the
Determination Date with respect to the Maturity Date, as determined by the
Calculation Agent.
(c) the term "Index Value," as of any Determination Date,
shall equal the closing value of the S&P 500 Index or any Successor Index at
the regular official weekday close of trading on such Determination Date, as
determined by the Calculation Agent. References herein to the S&P 500 Index
shall be deemed to include any Successor Index, unless the context requires
otherwise.
(d) the term "Trading Day" means a day, as determined by the
Calculation Agent, on which trading is generally conducted (i) on the New York
Stock Exchange ("NYSE"), the American Stock Exchange, Inc. ("AMEX") and the
NASDAQ National Market ("NASDAQ NMS"), (ii) on the Chicago Mercantile
Exchange, (iii) on the Chicago Board of Options Exchange and (iv) in the
over-the-counter market for equity securities in the United States.
(e) the term "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.
(f) the term "Determination Date" means (i) with respect to
any Exchange Date, such Exchange Date and (ii) with respect to the Maturity
Date, May , 2001, unless, in either case, there is a Market Disruption Event
on such Trading Day. If a Market Disruption Event occurs on any such Trading
Day, the Determination Date shall be the immediately succeeding Trading Day
during which no Market Disruption Event shall have occurred; provided that if
a Market Disruption Event has occurred on each of the five Trading Days
immediately succeeding (a) such Exchange Date or (b) May , 2001, then the
relevant Determination Date shall be deemed to be the earlier of (x) such
fifth succeeding Trading Day or (y) the second scheduled Trading Day prior to
the Maturity Date, notwithstanding the occurrence of a Market Disruption Event
on such day (an "Extended Determination Date"). With respect to any such
Extended Determination Date on which a Market Disruption Event occurs, the
Calculation Agent shall determine the value of the S&P 500 Index on such
Extended Determination Date in accordance with the formula for and method of
calculating the S&P 500 Index last in effect prior to the commencement of the
Market Disruption Event, using the closing price (or, if trading in the
relevant securities has been materially suspended or materially limited, its
good faith estimate of the closing price that would have prevailed but for
such suspension or limitation) on such Trading Day of each security most
recently comprising the S&P 500 Index.
(g) the term "Market Disruption Event" means, with respect
to the S&P 500 Index:
(i) a suspension, absence or material limitation of trading of
100 or more of the securities included in the S&P 500 Index on the primary
market for such securities 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, absence or material limitation of trading on the primary market
for trading in futures or options contracts related to the S&P 500 Index
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 Protected Exchangeable
Equity-linked Securities Due May , 2001.
For purposes of determining whether a Market Disruption Event
has occurred: (1) a limitation on the hours or number of days of trading
shall not constitute a Market Disruption Event if it results from an announced
change in the regular business hours of the relevant exchange or market, (2) a
decision to permanently discontinue trading in the relevant futures or options
contract shall 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 NYSE, any other self-regulatory
organization or the Securities and Exchange Commission 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 a futures or options contract on the S&P 500 Index by the primary
securities market related to such contract by reason of (x) a price change
exceeding limits set by such 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 shall constitute a suspension or material limitation of
trading in futures or options contracts related to the S&P 500 Index and (5)
"a suspension, absence or material limitation of trading" on the primary
market on which futures or options contracts related to the S&P 500 Index are
traded shall not include any time when such market is itself closed for
trading under ordinary circumstances.
(h) the term "Calculation Agent" means Morgan Stanley & Co.
Incorporated. All determinations made by the Calculation Agent shall be at
the sole discretion of the Calculation Agent and shall, in the absence of
manifest error, be conclusive for all purposes and binding on the Issuer and
the holder of this Note.
(i) 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.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
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
______________________________________________________________________________
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.
OFFICIAL NOTICE OF EXCHANGE
Dated:[On or after November , 1997]
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
(Attn: Alan Thomas)
Fax: 212-761-0028
Dear Sirs:
The undersigned holder of the Protected Exchangeable Equity-linked
Securities Due May , 2001 of Morgan Stanley Group Inc. (the "PEEQS") hereby
irrevocably elects to exercise with respect to the number of PEEQS indicated
below, as of the date hereof (or, if this letter is received after 11:00 a.m.
on any Trading Day, as of the next Trading Day, provided that such day is on
or prior to April , 2001, the Exchange Right as described in the Prospectus
Supplement dated May , 1996 (the "Prospectus Supplement") and the Prospectus
dated May 1, 1996 related to Registration Statement No. 333-01655.
Capitalized terms not defined herein have the meanings given to such terms in
the Prospectus 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. Upon receipt of this notice, the Company will deliver five
Business Days after the Determination Date with respect to such Exchange Date,
an amount in dollars, as determined by the Calculation Agent, equal to 10% of
the Index Value of the S&P 500 Index, in accordance with the terms of the
PEEQS, as described in the Prospectus Supplement.
Very truly yours,
[Name of Holder]
By:
[Title]
[Fax No.]
Number of PEEQS (minimum of
100) 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
Upon presentation to the Trustee of a definitive registered
security having terms identical to the terms hereof (other than the principal
amount thereof and the number of PEEQS represented thereby) for exchange for a
beneficial interest in this Note, and upon confirmation by the Depositary that
such exchange may be made in compliance with its procedures, the Trustee shall
cancel the security so presented and shall annotate the schedule set forth
below to reflect the increase in the "Total Number of PEEQS Represented by
this Note" and the "Total Principal Amount" hereof.
SCHEDULE A
EXCHANGES FOR DEFINITIVE REGISTERED NOTES
Total Number of
Date of PEEQS Represented by Total Notation Made by or on
Exchange this Note Principal Amount behalf of Trustee
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