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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 27, 1996
MORGAN STANLEY GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9085 13-2838811
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation or Number)
organization)
1585 Broadway, New York, New York 10036
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (212) 761-4000
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ITEM 5. OTHER EVENTS
Attached and incorporated herein by reference as Exhibit 99 is a press
release summarizing the financial results of Morgan Stanley Group Inc. (the
"Company") for the three months ended February 29, 1996 and January 31,
1995, and announcing the declaration by the Company's Board of Directors of
a quarterly cash dividend of 17.5 cents per common share and the
authorization by the Company's Board of Directors of the purchase, subject
to market and other conditions, of an additional $150 million of the
Company's Common Stock.
ITEM 7(C). EXHIBITS
99. Press release dated March 27, 1996 summarizing the financial results of the
Company for the three months ended February 29, 1996 and January 31, 1995,
and announcing the declaration by the Company's Board of Directors of a
quarterly cash dividend and the authorization by the Company's Board of
Directors of the purchase, subject to market and other conditions, of an
additional $150 million of the Company's Common Stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MORGAN STANLEY GROUP INC.
Registrant
/s/Patricia A. Kurtz
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Patricia A. Kurtz
Assistant Secretary
Date: March 27, 1996
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Index to Exhibits
Exhibit No. Description
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99. Press release dated March
27, 1996 summarizing the
financial results of the
Company for the three months
ended February 29, 1996 and
January 31, 1995, and
announcing the declaration
by the Company's Board of
Directors of a quarterly
cash dividend and the
authorization by the
Company's Board of Directors
of the purchase, subject to
market and other conditions,
of an additional $150
million of the Company's
Common Stock.
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Exhibit 99
FOR IMMEDIATE RELEASE
Contact: Eileen Wallace, Investor Relations
212/703-7368
Jeanmarie McFadden, Media Relations
212/761-4059
MORGAN STANLEY GROUP INC. ANNOUNCES RECORD QUARTERLY EARNINGS
NEW YORK, March 27, 1996 -- Morgan Stanley Group Inc. (NYSE:MS) today announced
financial results for the quarter ended February 29, 1996.
Net income for the quarter ended February 29, 1996 was $273 million, or $1.64
per common share on a primary basis. The first quarter performance compares to
net income of $78 million, or 40 cents per common share on a primary basis, for
the fourth quarter of fiscal 1994(1). The fourth quarter of 1994 net income
excludes a non-recurring charge of $39 million or 25 cents per primary common
share. Net revenues (total revenues less interest expense) for the first
quarter were $1,449 million versus $790 million for the fourth quarter of 1994.
Fully diluted earnings per common share were $1.57 for the first quarter of
fiscal 1996 versus 39 cents, excluding the non-recurring charge, for the fourth
quarter of fiscal 1994.
Revenues remained strong in the Firm's three lines of business: investment
banking, sales and trading, and asset management. Investment banking revenues
increased over the fourth quarter of fiscal 1994 as both debt and equity
underwriting, and mergers and acquisitions activity remained brisk. Sales and
trading revenues benefited from a strong market environment which triggered
larger global capital flows, higher customer trading volumes and increased
market volatility. These effects all contributed to markedly improved sales and
trading revenues, especially in fixed income, equity and commodities markets.
Asset management revenues grew,
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1 Due to Morgan Stanley's change in fiscal year-end from January to November in
1995, the fourth quarter of fiscal 1994, which ended on January 31 1995, is the
comparable quarterly period.
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reflecting the completion of the Miller Anderson & Sherrerd merger in early
January. The Firm's asset management division now has approximately $96 billion
of assets under management, including private equity funds.
Richard B. Fisher, chairman, and John J. Mack, president, said in a joint
statement:
"The Firm's record performance in the first quarter reflected the balanced
mix of our global businesses. Our sales and trading businesses, especially
equity, fixed income and commodities, had a robust quarter. Investment
banking revenues remained strong, although lower than the record highs in
the fourth quarter of fiscal 1995. We were also pleased to have completed
the combination of Miller Anderson & Sherrerd with Morgan Stanley Asset
Management during the quarter. The combined operations significantly
expanded the scale and product offerings of our asset management business."
The Company also announced the declaration by its board of directors of a
quarterly dividend of 17.5 cents per common share. The dividend is payable on
April 26, 1996 to holders of record on April 8, 1996.
During the quarter, the Company repurchased $350 million of its common stock
compared to $103 million in all of fiscal 1995. The board of directors also
authorized the purchase, subject to market conditions and certain other factors,
of an additional $150 million of the Company's common stock. The Company's
unused stock repurchase authorization, taking into account the new $150 million
authorization, is approximately $413 million.
Total capital (stockholder's equity and long-term debt) at February 29, 1996 was
$15.9 billion, including $5.2 billion of common and preferred stockholders'
equity. Book value per common share was $28.34, based on quarter-end shares and
share-equivalents of 156,200,591.
Morgan Stanley Group Inc. is a global financial services firm with offices in
New York, London, Tokyo and other principal financial centers around the world.
--Table Follows--
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Morgan Stanley Group Inc.
Consolidated Statement of Income (Unaudited)
(In millions, except share data)
THREE MONTHS ENDED
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FEB 29 JAN 31
1996 1995
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Revenues:
Investment banking $399 $258
Principal transactions:
Trading 704 249
Investments (7) 24
Commissions 154 114
Interest and dividends 1,933 1,606
Asset management and administration 122 85
Other 3 1
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Total revenues 3,308 2,337
Interest expense 1,859 1,547
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Net revenues 1,449 790
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Expenses excluding interest:
Compensation and benefits 705 373
Occupancy and equipment 86 82
Brokerage, clearing and exchange fees 66 57
Communications 33 34
Business development 37 44
Professional services 42 43
Other 40 40
Relocation charge - 59
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Total expenses excluding interest 1,009 732
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Income before income taxes 440 58
Provision for income taxes 167 19
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Net income $273 $39
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Earnings applicable to common shares (1) $257 $23
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Average common and common equivalent
shares outstanding (1) (2) 156,549,243 155,068,008
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Primary earnings per share (2) $1.64 $0.15
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Fully diluted earnings per share (2) $1.57 $0.15
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(1) For primary earnings per share.
(2) 1995 share and per share amounts have been retroactively adjusted to give
effect for the 2-for-1 common stock split which became effective in
January 1996.
