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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): January 4, 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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<PAGE>
Item 5. Other Events
Attached and incorporated herein by reference as Exhibit 99
is a press release (1) summarizing the financial results of
Morgan Stanley Group Inc. (the "Company") for the three-
month and nine-month periods ended November 30, 1995 and
October 31, 1994, and for the ten-month period ended
November 30, 1995, (2) announcing the declaration by the
Company's Board of Directors of a 2-for-1 common stock split
effected in the form of a one hundred percent stock dividend
and an increase in the regular quarterly cash dividend to 35
cents per common share on a pre-split basis, and (3)
announcing the authorization by the Company's Board of
Directors of the purchase, subject to market and other
conditions, of an additional $400 million of the Company's
Common Stock.
Item 7(c). Exhibits
99. Press release dated January 4, 1996 (1) summarizing the
financial results of the Company for the three-month and
nine-month periods ended November 30, 1995 and October 31,
1994, and for the ten-month period ended November 30, 1995,
(2) announcing the declaration by the Company's Board of
Directors of a 2-for-1 common stock split effected in the
form of a one hundred percent stock dividend and an increase
in the regular quarterly cash dividend to 35 cents per
common share on a pre-split basis, and (3) announcing the
authorization by the Company's Board of Directors of the
purchase, subject to market and other conditions, of an
additional $400 million of the Company's Common Stock.
<PAGE>
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: January 4, 1996
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Index to Exhibits
Exhibit No. Description
- -------------- ---------------------------------------
99. Press release dated January 4, 1996
(1) summarizing the financial
results of the Company for the
three-month and nine-month periods
ended November 30, 1995 and October
31, 1994, and for the ten-month
period ended November 30, 1995, (2)
announcing the declaration by the
Company's Board of Directors of a 2-
for-1 common stock split effected
in the form of a one hundred
percent stock dividend and an
increase in the regular quarterly
cash dividend to 35 cents per
common share on a pre-split basis,
and (3) announcing the
authorization by the Company's
Board of Directors of the purchase,
subject to market and other
conditions, of an additional $400
million of the Company's Common
Stock.
EXHIBIT 99
Contact: Charles B. Hintz, Investor Relations
(212) 703-7178
Tracey K. Gordon, Media Relations
(212) 761-6403
For Immediate Release
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NEW YORK, January 4, 1996 -- Morgan Stanley Group Inc. (NYSE:MS)
today announced net income of $600 million or $6.96 per common
share on a primary basis for the ten month fiscal year ended
November 30, 1995./1/ Net revenues (gross revenues less interest
expense) for the ten month fiscal year 1995 were $3,623 million.
Fully diluted earnings per common share were $6.65.
Investment banking revenue increased during fiscal 1995 due to
the buoyant mergers and acquisitions markets around the world
combined with a healthy underwriting calendar, especially in
equity issues. Sales and trading revenue (combined trading,
commissions and net interest) increased reflecting strong results
in worldwide equity derivatives, equity secondary trading and
fixed income businesses. The sales and trading results were
driven in large part by increased customer trading volumes
throughout the year. Trading in foreign exchange also made an
important contribution in 1995. The Firm's principal investment
results during the year reflect changes in the carrying value in
certain merchant banking investments and the sale of several real
estate investments. Increased revenues from asset management and
global custody reflect continued growth in customer assets under
management and administration.
- ---------------------
/1/ Morgan Stanley changed its fiscal year-end in 1995 from
January to November. Fiscal 1995 consists of three
reporting periods, the four months ended May 31, and the
three months ended August 31 and November 30.
<PAGE>
Richard B. Fisher, chairman, and John J. Mack, president,
remarked "after a difficult period in 1994, the 1995 fiscal year
has yielded improved results for Morgan Stanley. The Firm has
benefited from more favorable market conditions as well as from
the early returns from a number of strategic investments which
the Firm made in both people and technology in 1994. We remain
committed to our long-term strategy of expanding and enhancing
our presence around the world. We believe the breadth of Morgan
Stanley and its strong global franchise will yield outstanding
results in the coming years."
Net income for the quarter ended November 30, 1995 was $187
million, resulting in earnings per common share of $2.16 on a
primary basis and $2.07 on a fully diluted basis. Net revenues
for the quarter were $1,168 million. This compares to net income
for the quarter ended October 31, 1994 of $118 million, primary
and fully diluted earnings per common share of $1.30 and $1.25,
respectively, and net revenues of $910 million.
The Company also announced that its board of directors approved a
2-for-1 common stock split in the form of a one hundred percent
stock dividend, and an increase in its quarterly cash dividend
from 32 to 35 cents per common share on a pre-split basis. The
stock dividend is payable on January 26, 1996 to holders of
record on January 16, 1996 and the cash dividend is payable on
January 24, 1996 to holders of record on January 16, 1996.
The board of directors also authorized the purchase, subject to
market conditions and certain other factors, of an additional
$400 million of its common stock. During fiscal 1995, the
Company repurchased approximately 1.4 million common shares at an
aggregate cost of approximately $103 million. In addition, the
Company repurchased approximately 2.5 million common shares at an
aggregate cost of approximately $213 million during the first
month of fiscal 1996 which fully utilized the Company's prior
buyback authorization.
Total capital (stockholders' equity and long-term debt) at
November 30, 1995 was $14.3 billion, including $5.2 billion of
common and preferred stockholders' equity. Book value per common
share was $56.35, based on quarter-end shares and share-
equivalents of 78,892,467.
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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<TABLE>
<CAPTION>
Morgan Stanley Group Inc.
Consolidated Statement of Income (Unaudited)
(In millions, except share data)
TEN
MONTHS
THREE MONTHS ENDED NINE MONTHS ENDED ENDED
------------------------- ------------------------- -----------
NOV 30 OCT 31 NOV 30 OCT 31 NOV 30
1995 1994 1995 1994 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Revenues:
Investment banking $503 $190 $1,131 $661 $1,211
Principal transactions:
Trading 218 297 1,008 855 1,122
Investments 39 82 102 115 102
Commissions 139 104 400 335 437
Interest and dividends 1,710 1,714 5,351 4,800 5,939
Asset management and administration 95 95 279 265 310
Other 0 3 2 8 3
----------- ----------- ----------- ----------- -----------
Total revenues 2,704 2,485 8,273 7,039 9,124
Interest expense 1,536 1,575 4,943 4,328 5,501
----------- ----------- ----------- ----------- -----------
Net revenues 1,168 910 3,330 2,711 3,623
----------- ----------- ----------- ----------- -----------
Expenses excluding interest:
Compensation and benefits 607 460 1,657 1,360 1,795
Occupancy and equipment 85 79 249 221 276
Brokerage, clearing and exchange fees 61 56 191 173 211
Communications 32 31 97 88 108
Business development 32 41 96 121 110
Professional services 40 41 117 121 131
Other 35 32 98 91 109
----------- ----------- ----------- ----------- -----------
Total expenses excluding interest 892 740 2,505 2,175 2,740
----------- ----------- ----------- ----------- -----------
Income before income taxes 276 170 825 536 883
Provision for income taxes 89 52 263 180 283
----------- ----------- ----------- ----------- -----------
Net income $187 $118 $562 $356 $600
=========== =========== =========== =========== ===========
Earnings applicable to common shares * $171 $102 $513 $307 $546
=========== =========== =========== =========== ===========
Average common and common equivalent
shares outstanding * 79,207,913 78,354,016 78,718,737 79,152,943 78,456,339
=========== =========== =========== =========== ===========
Primary earnings per share $2.16 $1.30 $6.52 $3.89 $6.96
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Fully diluted earnings per share $2.07 $1.25 $6.23 $3.73 $6.65
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* For primary earnings per share
</TABLE>
