PROSPECTUS Dated March 29, 1995 Pricing Supplement No. 38 to
PROSPECTUS SUPPLEMENT Registration Statement No. 33-57833
Dated March 29, 1995 February 5, 1996 Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES E
Euro Floating Rate Senior Bearer Notes Due January 1998
The Global Medium-Term Notes, Series E (Euro Floating Rate Senior Bearer
Notes Due January 1998) described in this Pricing Supplement (the "Notes")
will mature on the Maturity Date. The Notes will not be redeemable at the
option of Morgan Stanley Group Inc. prior to the Maturity Date other than
under the circumstances described under "Description of Notes - Tax
Redemption" in the accompanying Prospectus Supplement.
The Notes will be issued only in bearer form, which form is further
described under "Description of Notes - Forms, Denominations, Exchange and
Transfer" in the accompanying Prospectus Supplement. Notes in bearer form
will not be exchangeable at any time for Notes in registered form at the
option of the holder.
The Notes are further described under "Description of Notes--Floating
Rate Notes" in the accompanying Prospectus Supplement, except that to the
extent the terms described below are inconsistent with such description,
the terms described below shall control.
<TABLE>
<S> <C> <C>
PRINCIPAL AMOUNT: INTEREST ACCRUAL DATE: INTEREST PAYMENT DATES:
U.S.$50,000,000 February 12, 1996 Each January 30, April 30, July 30
and October 30, or if such day is not
a Business Day, the next succeeding
MATURITY DATE: INITIAL INTEREST RATE: Business Day
January 30, 1998 To be determined 2 London
Banking Days prior to the date
of issuance based on INTEREST RESET PERIODS:
SETTLEMENT AND DATE OF interpolated LIBOR for the The first Interest Reset Period will be
ISSUANCE: period the period from and including April
February 12, 1996 30, 1996 to but excluding the
immediately succeeding Interest
INITIAL INTEREST RESET Payment Date. Thereafter, the
ISSUE PRICE: DATE: Interest Reset Periods will be the
100% April 30, 1996 periods from and including an
Interest Payment Date to but
MAXIMUM INTEREST RATE: excluding the immediately succeeding
SPECIFIED CURRENCY: N/A Interest Payment Date
U.S. Dollars
MINIMUM INTEREST RATE: INTEREST RESET DATES:
BASE RATE: LIBOR N/A Each Interest Payment Date
INDEX MATURITY: 3 Months INITIAL REDEMPTION DATE: CALCULATION AGENT:
N/A Chemical Bank, N.A. (London
branch)
SPREAD (PLUS OR MINUS):
Plus 0.125% per annum INITIAL REDEMPTION
PERCENTAGE: N/A INDEX CURRENCY:
U.S. Dollars
ALTERNATE RATE EVENT
SPREAD: N/A ANNUAL REDEMPTION
PERCENTAGE REDUCTION: TOTAL AMOUNT OF OID:
N/A None
SPREAD MULTIPLIER: N/A
OPTIONAL REPAYMENT ORIGINAL YIELD TO MATURITY:
COMMON CODE: 006392482 DATE(S): N/A
ISIN: XS0063924822 N/A
INITIAL ACCRUAL PERIOD OID:
REFERENCE SCREEN: N/A
TELERATE 3750
DENOMINATIONS:
U.S. $1,000,000
</TABLE>
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
Subject to the terms and conditions set forth or incorporated by reference
in a Terms Agreement dated as of February 8, 1996 between the Company and the
underwriters named below (the "Managers"), the Company has agreed to sell, and
the Managers have agreed to purchase, severally but not jointly, at a Purchase
Price of 99.86%, an aggregate of U.S. $50,000,000 principal amount of the
Notes. The Purchase Price equals the Issue Price to the public of the Notes
less a selling concession of .07%, and a combined management and underwriting
commission of .07% of the principal amount of the Notes. After the initial
offering of the Notes, the offering price and other selling terms may from
time to time be varied by the Managers.
Each Manager has agreed that (i) it has not offered or sold and will not
offer or sell any Notes to persons in the United Kingdom prior to admission of
such Notes to listing in accordance with Part IV of the Financial Services Act
1986 (the "Act"), except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995 or the Act; (ii) it has complied with and will comply with
all applicable provisions of the Act with respect to anything done by it in
relation to the Notes in, from or otherwise involving the United Kingdom; and
(iii) it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue of the
Notes, other than any document which consists of or any part of listing
particulars, supplementary listing particulars or any other document required
or permitted to be published by listing rules under Part IV of the Act, to a
person who is of a kind described in Article 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to
whom such document may otherwise lawfully be issued or passed on.
Morgan Stanley & Co.
International Limited
Mitsubishi Finance International plc Nikko Europe plc
The Managers propose to offer the Notes directly to investors initially at
the issue price set forth on the cover page hereof.
