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.
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(Exact name of registrant as specified in charter)
Delaware 13-2838811
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
1585 Broadway
New York, New York 10036
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(Address of principal (Zip Code)
executive offices)
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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
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Depositary Shares, each New York Stock Exchange, Inc.
representing ownership of a
1/4 interest in a share of
Morgan Stanley Group Inc.'s
7 3/4% Cumulative Preferred
Stock,without par value,
stated value $200.00 per share
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
4,600,000 Depositary Shares, each representing ownership of a 1/4
interest in a share of Morgan Stanley Group Inc.'s 7 3/4% Cumulative
Preferred Stock, without par value, stated value $200.00 (the
"Cumulative Preferred Stock"), evidenced by Depositary Receipts that
will be issued under the Deposit Agreement dated as of July 22, 1996,
among the Registrant, The Bank of New York and the holders from time to
time of the Depositary Receipts evidencing the Depositary Shares.
The descriptions of the Depositary Shares set forth under the captions
(i) "Description of Capital Stock - Depositary Shares" in the
Prospectus dated May 1, 1996 (the "Prospectus") that is part of the
Registrant's Registration Statement on Form S-3 (Registration No.
333-01655) and (ii) "Description of Depositary Shares" in the
Prospectus Supplement dated July 17, 1996 (the "Prospectus Supplement")
supplementing the Prospectus, each as filed by the Registrant pursuant
to the Securities Act of 1933, as amended, on April 26, 1996 and July
19, 1996, respectively, are incorporated herein by this reference.
The descriptions of the Cumulative Preferred Stock set forth under the
captions "Description of Capital Stock - Offered Preferred Stock" in
the Prospectus and "Description of Cumulative Preferred Stock" in the
Prospectus Supplement are incorporated herein by this reference.
Item 2. Exhibits.
1. Form of Certificate of Designation of Preferences and Rights of the
Cumulative Preferred Stock.
2. Form of Deposit Agreement among the Registrant, The Bank of New
York and the holders from time to time of the Depositary Receipts
evidencing the Depositary Shares (previously filed as an exhibit to
Morgan Stanley Group Inc.'s Registration Statement on Form S-3
(File No. 33-43542) and incorporated by this reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, 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)
By: /s/ Patricia A. Kurtz
________________________
Patricia A. Kurtz
Assistant Secretary
Date: July 18, 1996
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Exhibit 1
CERTIFICATE OF DESIGNATION OF PREFERENCES AND RIGHTS
OF THE
7-3/4% CUMULATIVE PREFERRED STOCK
($200.00 Stated Value)
OF
MORGAN STANLEY GROUP INC.
--------------------
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
--------------------
The undersigned DOES HEREBY CERTIFY that the following
resolution was duly adopted by the Board of Directors (the "Board") of Morgan
Stanley Group Inc., a Delaware corporation (hereinafter called the
"Corporation"), by unanimous written consent in lieu of a meeting dated as of
March 12, 1996, with certain of the designations, preferences and rights having
been fixed by the Pricing Committee of the Board (the "Committee") at a meeting
on July 17, 1996 pursuant to authority delegated to it by the Board pursuant to
the provisions of Section 141(c) of the General Corporation Law of the State of
Delaware:
RESOLVED that, pursuant to authority expressly granted to and
vested in the Committee by the Board and in the Board by provisions of
the Restated Certificate of Incorporation of the Corporation, as
amended (the "Certificate of Incorporation"), the issuance of a series
of Preferred Stock, without par value (the "Preferred Stock"), which
shall consist of 1,150,000 of the 30,000,000 shares of Preferred Stock
which the Corporation now has authority to issue, is authorized, and
the Board and the Committee, pursuant to the authority expressly
granted to the Committee by the Board pursuant to the provisions of
Section 141(c) of the General Corporation Law of the State of Delaware
and the Certificate of Incorporation, fix the powers, designations,
preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, of
the shares of such series (in addition to the powers, designations,
preferences and relative participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof,
set forth in the Certificate of Incorporation which may be applicable
to the Preferred Stock) as follows:
1. Designation and Amount; Fractional Shares. The
designation for such series of the Preferred Stock authorized
by this resolution shall be the 7-3/4% Cumulative Preferred
Stock, without par value, with a stated value of $200.00 per
share (the "Cumulative Preferred Stock"). The stated value per
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share of Cumulative Preferred Stock shall not for any purpose
be considered to be a determination by the Board or the
Committee with respect to the capital and surplus of the
Corporation. The number of shares of Cumulative Preferred
Stock shall be 1,150,000. The Cumulative Preferred Stock is
issuable in whole shares only.
2. Dividends. (a) Holders of shares of Cumulative
Preferred Stock will be entitled to receive, when, as and if
declared by the Board or the Committee out of assets of the
Corporation legally available for payment, cash dividends
payable quarterly at the rate of 7-3/4% per annum. Dividends
on the Cumulative Preferred Stock, calculated as a percentage
of the stated value, will be payable quarterly on February 28,
May 30, August 30 and November 30 commencing August 30, 1996
(each a "dividend payment date"). Dividends (including
Additional Dividends as such term is defined in paragraph 2(b)
below) on shares of the Cumulative Preferred Stock will be
cumulative from the date of initial issuance of such shares of
Cumulative Preferred Stock. Dividends will be payable, in
arrears, to holders of record as they appear on the stock
books of the Corporation on such record dates, not more than
60 days nor less than 10 days preceding the payment dates
thereof, as shall be fixed by the Board or the Committee. The
amount of dividends payable for the initial dividend period or
any period shorter than a full dividend period shall be
calculated on the basis of a 360-day year of twelve 30-day
months. No dividends may be declared or paid or set apart for
payment on any Parity Preferred Stock (as such term is defined
in paragraph 9(b) below) with regard to the payment of
dividends unless there shall also be or have been declared and
paid or set apart for payment on the Cumulative Preferred
Stock, like dividends for all dividend payment periods of the
Cumulative Preferred Stock ending on or before the dividend
payment date of such Parity Preferred Stock, ratably in
proportion to the respective amounts of dividends (x)
accumulated and unpaid or payable on such Parity Preferred
Stock, on the one hand, and (y) accumulated and unpaid through
the dividend payment period or periods of the Cumulative
Preferred Stock next preceding such dividend payment date, on
the other hand.
Except as set forth in the preceding sentence, unless
full cumulative dividends on the Cumulative Preferred Stock
have been paid, no dividends (other than in Common Stock of
the Corporation) may be paid or declared and set aside for
payment or other distribution made upon the Common Stock or on
any other stock of the Corporation ranking junior to or on a
parity with the Cumulative Preferred Stock as to dividends,
nor may any Common Stock or any other stock of the Corporation
ranking junior to or on a parity with the Cumulative Preferred
Stock as to dividends be redeemed, purchased or otherwise
acquired for any consideration (or any payment be made to or
available for a sinking fund for the redemption of any shares
of such stock;
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provided, however, that any moneys theretofore deposited in
any sinking fund with respect to any preferred stock of the
Corporation in compliance with the provisions of such sinking
fund may thereafter be applied to the purchase or redemption
of such preferred stock in accordance with the terms of such
sinking fund, regardless of whether at the time of such
application full cumulative dividends upon shares of the
Cumulative Preferred Stock outstanding to the last dividend
payment date shall have been paid or declared and set apart
for payment) by the Corporation; provided that any such junior
or parity Preferred Stock or Common Stock may be converted
into or exchanged for stock of the Corporation ranking junior
to the Cumulative Preferred Stock as to dividends.
(b) If one or more amendments to the
Internal Revenue Code of 1986, as amended (the "Code"), are
enacted that reduce the percentage of the dividends received
deduction as specified in Section 243(a)(1) of the Code or any
successor provision (the "Dividends Received Percentage") to
below the existing Dividends Received Percentage (currently
70%), the amount of each dividend payable per share of the
Cumulative Preferred Stock for dividend payments made on or
after the date of enactment of such change will be adjusted by
multiplying the amount of the dividend payable determined as
described above (before adjustment) by a factor, which will be
the number determined in accordance with the following formula
(the "DRD Formula"), and rounding the result to the nearest
cent:
1 - (.35 (1 - .70))
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1 - (.35 (1 - DRP))
For the purposes of the DRD Formula, "DRP" means the Dividends
Received Percentage applicable to the dividend in question. No
amendment to the Code, other than a change in the percentage
of the dividends received deduction set forth in Section
243(a)(1) of the Code or any successor provision, will give
rise to an adjustment. Notwithstanding the foregoing
provisions, in the event that, with respect to any such
amendment, the Corporation will receive either an unqualified
opinion of nationally recognized independent tax counsel
selected by the Corporation or a private letter ruling or
similar form of authorization from the Internal Revenue
Service to the effect that such an amendment would not apply
to dividends payable on the Cumulative Preferred Stock, then
any such amendment will not result in the adjustment provided
for pursuant to the DRD Formula. The opinion referenced in the
previous sentence will be based upon a specific exception in
the legislation amending the DRP or upon a published
pronouncement of the Internal Revenue Service addressing such
legislation. Unless the context otherwise requires, references
to dividends in this Certificate of Designation will mean
dividends as adjusted by the DRD Formula. The Corporation's
calculation of the dividends payable,
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as so adjusted and as certified accurate as to calculation and
reasonable as to method by the independent certified public
accountants then regularly engaged by the Corporation, will be
final and not subject to review absent manifest error.
If any amendment to the Code which reduces the Dividends
Received Percentage to below 70% is enacted after a dividend
payable on a dividend payment date has been declared, the
amount of dividend payable on such dividend payment date will
not be increased. Instead, an amount, equal to the excess of
(x) the product of the dividends paid by the Corporation on
such dividend payment date and the DRD Formula (where the DRP
used in the DRD Formula would be equal to the reduced
Dividends Received Percentage) over (y) the dividends paid by
the Corporation on such dividend payment date, will be payable
to holders of record on the next succeeding dividend payment
date in addition to any other amounts payable on such date.
In addition, if, prior to January 2, 1997, an amendment
to the Code is enacted that reduces the Dividends Received
Percentage to below 70% and such reduction retroactively
applies to a dividend payment date as to which the Corporation
previously paid dividends on the Cumulative Preferred Stock
(each an "Affected Dividend Payment Date"), holders of the
Cumulative Preferred Stock shall be entitled to receive when,
as and if declared by the Board out of assets of the
corporation legally available for payment, additional
dividends (the "Additional Dividends") on the next succeeding
dividend payment date (or if such amendment is enacted after
the dividend payable on such dividend payment date has been
declared, on the second succeeding dividend payment date
following the date of enactment) to holders of record on such
succeeding dividend payment date in an amount equal to the
excess of (x) the product of the dividends paid by the
Corporation on each Affected Dividend Payment Date and the DRD
Formula (where the DRP used in the DRD Formula would be equal
to the reduced Dividends Received Percentage applied to each
Affected Dividend Payment Date) over (y) the dividends paid by
the Corporation on each Affected Dividend Payment Date.
Additional Dividends will not be paid in respect of the
enactment of any amendment to the Code on or after January 2,
1997 which retroactively reduces the Dividends Received
Percentage to below 70%, or if prior to January 2, 1997, such
amendment would not result in an adjustment due to the
Corporation having received either an opinion of counsel or
tax ruling referred to in the third preceding paragraph. The
Corporation will only make one payment of Additional
Dividends.
In the event that the amount of dividends payable per
share of the Cumulative Preferred Stock will be adjusted
pursuant to the DRD Formula
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and/or Additional Dividends are to be paid, the Corporation
will cause notice of each such adjustment and, if applicable,
any Additional Dividends, to be sent to the holders of record
as they appear on the stock books of the Corporation on such
record dates, not more than 60 days nor less than 10 days
preceding the payment dates thereof as shall be fixed by the
Board or the Committee.
In the event that the Dividends Received Percentage is
reduced to 40% or less, the Corporation may, at its option,
redeem the Cumulative Preferred Stock, in whole but not in
part, as described in paragraph 6 hereof.
3. Liquidation Preference. The shares of Cumulative
Preferred Stock shall rank, as to liquidation, dissolution or
winding up of the Corporation, prior to the shares of Common
Stock and any other class of stock of the Corporation ranking
junior to the Cumulative Preferred Stock as to rights upon
liquidation, dissolution or winding up of the Corporation, so
that in the event of any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, the
holders of the Cumulative Preferred Stock shall be entitled to
receive out of the assets of the Corporation available for
distribution to its stockholders, whether from capital,
surplus or earnings, before any distribution is made to
holders of shares of Common Stock or any other such junior
stock, an amount equal to $200.00 per share (the "Liquidation
Preference" of a share of Cumulative Preferred Stock) plus an
amount equal to all dividends (whether or not earned or
declared) accrued and accumulated and unpaid on the shares of
Cumulative Preferred Stock to the date of final distribution.
The holders of the Cumulative Preferred Stock will not be
entitled to receive the Liquidation Preference until the
liquidation preference of any other class of stock of the
Corporation ranking senior to the Cumulative Preferred Stock
as to rights upon liquidation, dissolution or winding up shall
have been paid (or a sum set aside therefor sufficient to
provide for payment) in full. After payment of the full amount
of the Liquidation Preference and such dividends, the holders
of shares of Cumulative Preferred Stock will not be entitled
to any further participation in any distribution of assets by
the Corporation. If, upon any liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation,
or proceeds thereof, distributable among the holders of shares
of Parity Preferred Stock shall be insufficient to pay in full
the preferential amount aforesaid, then such assets, or the
proceeds thereof, shall be distributable among such holders
ratably in accordance with the respective amounts which would
be payable on such shares if all amounts payable thereon were
paid in full. For the purposes hereof, neither a consolidation
or merger of the Corporation with or into any other
corporation, nor a merger of any other corporation with or
into the Corporation, nor a sale or transfer of all or any
part of the Corporation's
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assets for cash or securities shall be considered a
liquidation, dissolution or winding up of the Corporation.
4. Conversion. The Cumulative Preferred Stock is not
convertible into shares of any other class or series of stock
of the Corporation.
5. Voting Rights. The holders of shares of Cumulative
Preferred Stock shall have no voting rights whatsoever, except
for any voting rights to which they may be entitled under the
laws of the State of Delaware, and except as follows:
(a) Whenever, at any time or times, dividends
payable on the shares of Cumulative Preferred Stock or
on any Parity Preferred Stock with respect to payment of
dividends, shall be in arrears for an aggregate number
of days equal to six calendar quarters or more, whether
or not consecutive, the holders of the outstanding
shares of Cumulative Preferred Stock shall have the
right, with holders of shares of any one or more other
class or series of stock upon which like voting rights
have been conferred and are exercisable (voting together
as a class), to elect two of the authorized number of
members of the Board at the Corporation's next annual
meeting of stockholders and at each subsequent annual
meeting of stockholders until such arrearages have been
paid or set apart for payment, at which time such right
shall terminate, except as herein or by law expressly
provided, subject to revesting in the event of each and
every subsequent default of the character above
mentioned. Upon any termination of the right of the
holders of shares of Cumulative Preferred Stock as a
class to vote for directors as herein provided, the term
of office of all directors then in office elected by the
holders of shares of Cumulative Preferred Stock shall
terminate immediately.
Any director who shall have been so elected pursuant
to this paragraph may be removed at any time, either
with or without cause. Any vacancy thereby created may
be filled only by the affirmative vote of the holders of
shares of Cumulative Preferred Stock voting separately
as a class (together with the holders of shares of any
other class or series of stock upon which like voting
rights have been conferred and are exercisable). If the
office of any director elected by the holders of shares
of Cumulative Preferred Stock voting as a class becomes
vacant for any reason other than removal from office as
aforesaid, the remaining director elected pursuant to
this paragraph may choose a successor who shall hold
office for the unexpired term in respect of which such
vacancy occurred. At elections for such directors, each
holder of shares of Cumulative Preferred Stock shall be
entitled to one
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vote for each share held (the holders of shares of any
other class or series of preferred stock having like
voting rights being entitled to such number of votes, if
any, for each share of such stock held as may be granted
to them).
(b) So long as any shares of Cumulative Preferred
Stock remain outstanding, the consent of the holders of
at least two-thirds of the shares of Cumulative
Preferred Stock outstanding at the time and all other
classes or series of stock upon which like voting rights
have been conferred and are exercisable (voting together
as a class) given in person or by proxy, either in
writing or at any meeting called for the purpose, shall
be necessary to permit, effect or validate any one or
more of the following:
(i) the issuance or increase of the authorized
amount of any class or series of shares ranking
prior (as that term is defined in paragraph 9(a)
hereof) to the shares of the Cumulative Preferred
Stock; or
(ii) the amendment, alteration or repeal,
whether by merger, consolidation or otherwise, of
any of the provisions of the Certificate of
Incorporation (including this resolution or any
provision hereof), that would materially and
adversely affect any power, preference, or special
right of the shares of Cumulative Preferred Stock or
of the holders thereof;
provided, however, that any increase in the amount of
authorized Common Stock or authorized Preferred Stock or
any increase or decrease in the number of shares of any
series of Preferred Stock or the creation and issuance
of other series of Common Stock or Preferred Stock, in
each case ranking on a parity with or junior to the
shares of Cumulative Preferred Stock with respect to the
payment of dividends and the distribution of assets upon
liquidation, dissolution or winding up, shall not be
deemed to materially and adversely affect such powers,
preferences or special rights.
(c) The foregoing voting provisions shall not apply
if, at or prior to the time when the act with respect to
which such vote would otherwise be required shall be
effected, all outstanding shares of Cumulative Preferred
Stock shall have been redeemed or called for redemption
and sufficient funds shall have been deposited in trust
to effect such redemption.
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6. Redemption. The shares of the Cumulative Preferred
Stock may be redeemed at the option of the Corporation, as a
whole, or from time to time in part, at any time, upon not
less than 30 days' prior notice mailed to the holders of the
shares to be redeemed at their addresses as shown on the stock
books of the Corporation; provided, however, that shares of
the Cumulative Preferred Stock shall not be redeemable prior
to August 30, 2001, except as stated below. Subject to the
foregoing, on or after such date, shares of the Cumulative
Preferred Stock are redeemable at $200.00 per share together
with an amount equal to all dividends (whether or not earned
or declared) accrued and accumulated and unpaid to, but
excluding, the date fixed for redemption.
If full cumulative dividends on the Cumulative Preferred
Stock have not been paid, the Cumulative Preferred Stock may
not be redeemed in part and the Corporation may not purchase
or acquire any shares of the Cumulative Preferred Stock
otherwise than pursuant to a purchase or exchange offer made
on the same terms to all holders of the Cumulative Preferred
Stock. If fewer than all the outstanding shares of Cumulative
Preferred Stock are to be redeemed, the Corporation will
select those to be redeemed by lot or a substantially
equivalent method.
If a notice of redemption has been given pursuant to
this paragraph 6 and if, on or before the date fixed for
redemption, the funds necessary for such redemption shall have
been set aside by the Corporation, separate and apart from its
other funds, in trust for the pro rata benefit of the holders
of the shares of Cumulative Preferred Stock so called for
redemption, then, notwithstanding that any certificates for
such shares have not been surrendered for cancellation, on the
redemption date dividends shall cease to accrue on the shares
to be redeemed, and at the close of business on the redemption
date the holders of such shares shall cease to be stockholders
with respect to such shares and shall have no interest in or
claims against the Corporation by virtue thereof and shall
have no voting or other rights with respect to such shares,
except the right to receive the moneys payable upon surrender
(and endorsement, if required by the Corporation) of their
certificates, and the shares evidenced thereby shall no longer
be outstanding. Subject to applicable escheat laws, any moneys
so set aside by the Corporation and unclaimed at the end of
two years from the redemption date shall revert to the general
funds of the Corporation, after which reversion the holders of
such shares so called for redemption shall look only to the
general funds of the Corporation for the payment of the
amounts payable upon such redemption. Any interest accrued on
funds so deposited shall be paid to the Corporation from time
to time.
Notwithstanding the foregoing provisions, if the
Dividends Received Percentage is equal to or less than 40%
and, as a result, the amount of dividends on the Cumulative
Preferred Stock payable on any dividend payment
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date will be or is adjusted upwards as described in paragraph
2(b) hereof, the Corporation, at its option, may redeem all,
but not less than all, of the outstanding shares of the
Cumulative Preferred Stock (and the Depositary Shares) (a
"Dividends Received Deduction Redemption"), provided that
within sixty days of the date on which an amendment to the
Code is enacted which reduces the Dividends Received
Percentage to 40% or less, the Corporation sends notice to
holders of the Cumulative Preferred Stock relating to any
Dividends Received Deduction Redemption of such redemption. A
redemption of the Cumulative Preferred Stock will take place
on the date specified in the notice, which shall be not less
than thirty nor more than sixty days from the date such notice
is sent to holders of the Cumulative Preferred Stock. A
Dividends Received Deduction Redemption shall be at the
applicable redemption price set forth in the following table,
in each case plus accrued and unpaid dividends (whether or not
declared) thereon to but excluding the date fixed for
redemption, including any changes in dividends payable due to
changes in the Dividends Received Percentage and Additional
Dividends, if any:
Redemption Period Redemption Price
- ----------------- ----------------
Per Share Per Depositary Share
--------- --------------------
July 22, 1996 to August 29, 1997......... $210.00 $52.50
August 30, 1997 to August 29, 1998....... 208.00 52.00
August 30, 1998 to August 29, 1999....... 206.00 51.50
August 30, 1999 to August 29, 2000....... 204.00 51.00
August 30, 2000 to August 29, 2001....... 202.00 50.50
On or after August 30, 2001.............. 200.00 50.00
7. Authorization and Issuance of Other Securities. No
consent of the holders of the Cumulative Preferred Stock shall
be required for (a) the creation of any indebtedness of any
kind of the Corporation, (b) the creation, or increase or
decrease in the amount, of any class or series of stock of the
Corporation not ranking prior as to dividends or upon
liquidation, dissolution or winding up to the Cumulative
Preferred Stock or (c) any increase or decrease in the amount
of authorized Common Stock or any increase, decrease or change
in the par value thereof or in any other terms thereof.
8. Amendment of Resolution. The Board and the Committee
each reserves the right by subsequent amendment of this
resolution from time to time to increase or decrease the
number of shares that constitute the Cumulative Preferred
Stock (but not below the number of shares thereof then
outstanding) and in other respects to amend this resolution
within the limitations provided by law, this resolution and
the Certificate of Incorporation.
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9. Rank. For the purposes of this resolution, any stock
of any class or classes of the Corporation shall be deemed to
rank:
(a) prior to shares of the Cumulative Preferred
Stock, either as to dividends or upon liquidation,
dissolution or winding up, or both, if the holders of
stock of such class or classes shall be entitled by the
terms thereof to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the
holders of shares of the Cumulative Preferred Stock;
(b) on a parity with shares of the Cumulative
Preferred Stock, either as to dividends or upon
liquidation, dissolution or winding up, or both, whether
or not the dividend rates, dividend payment dates, or
redemption or liquidation prices per share thereof be
different from those of the Cumulative Preferred Stock,
if the holders of stock of such class or classes shall
be entitled by the terms thereof to the receipt of
dividends or of amounts distributed upon liquidation,
dissolution or winding up, as the case may be, in
proportion to their respective dividend rates or
liquidation prices, without preference or priority of
one over the other as between the holders of such stock
and the holders of shares of Cumulative Preferred Stock
(the term "Parity Preferred Stock" being used to refer
to any stock on a parity with the shares of Cumulative
Preferred Stock, either as to dividends or upon
liquidation, dissolution or winding up, or both, as the
context may require); and
(c) junior to shares of the Cumulative Preferred
Stock, either as to dividends or upon liquidation,
dissolution or winding up, or both, if such class shall
be Common Stock or if the holders of the Cumulative
Preferred Stock shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation,
dissolution or winding up, as the case may be, in
preference or priority to the holders of stock of such
class or classes.
The Cumulative Preferred Stock shall rank prior, as to
dividends and upon liquidation, dissolution or winding up, to
the Common Stock and on a parity with (i) the Corporation's
ESOP Convertible Preferred Stock, with a liquidation value of
$35.88 per share, (ii) the Corporation's 9.36% Cumulative
Preferred Stock, with a liquidation value of $25.00 per share,
(iii) the Corporation's 8.88% Cumulative Preferred Stock, with
a liquidation value of $200.00 per share, (iv) the
Corporation's 8-3/4% Cumulative Preferred Stock, with a
liquidation value of $200.00 per share, (v) the Corporation's
7-3/8% Cumulative Preferred Stock, with a liquidation value of
$200.00 per share, (vi) if issued, the Corporation's 7.82%
Cumulative Preferred Stock, with a
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liquidation value of $200.00 per share, (vii) if issued, the
Corporation's 7.80% Cumulative Preferred Stock, with a
liquidation value of $200.00 per share, (viii) if issued, the
Corporation's 9.00% Preferred Stock, with a liquidation value
of $200.00 per share, (ix) if issued, the Corporation's 8.40%
Preferred Stock, with a liquidation value of $200.00 per share
and (x) if issued, the Corporation's 8.20% Preferred Stock,
with a liquidation value of $200.00 per share.
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IN WITNESS WHEREOF, Morgan Stanley Group Inc. has caused this
Certificate to be made under the seal of the Corporation and signed by Richard
B. Fisher, its Chairman of the Board, and attested by Patricia A. Kurtz, an
Assistant Secretary of the Corporation, this 18th day of July, 1996.
MORGAN STANLEY GROUP INC.
By:_______________________________
Name: Richard B. Fisher
Title: Chairman of the Board
[SEAL]
Attest:
_____________________________
Assistant Secretary
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