PROSPECTUS Dated May 1, 1996 Pricing Supplement No. 20 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-01655
Dated May 1, 1996 July 8, 1996
Rule 424(b)(3)
Morgan Stanley Group Inc.
MEDIUM-TERM NOTES, SERIES C
Senior Fixed Rate Notes
The Fixed Rate Notes, as further described below and in the Prospectus
Supplement under "Description of Notes -- Fixed Rate Notes," will bear
interest from the date of issuance until the principal amount thereof is paid
or made available for payment at the rate set forth below.
The Fixed Rate Notes will be redeemable in whole, but not in part, at the
option of Morgan Stanley Group Inc. upon 30 to 35 calendar days notice on any
July 22 or January 22, commencing July 22, 1998.
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<S> <C> <C> <C>
Principal Amount: $15,000,000 Redemption 100%
Percentage:
Maturity Date: July 22, 2011
Annual Redemption
Interest Rate: 8.05% per annum Percentage N/A
Reduction:
Interest Accrual
Date: July 22, 1996 Interest Payment Monthly
Period:
Interest Payment U.S. Dollars
Dates: The 22nd day of each Specified Currency:
month, commencing 100%
August 22, 1996 Issue Price:
Redemption Dates: Redeemable in whole, Settlement Date
but not in part, at the (Original Issue July 22, 1996
option of Morgan Date):
Stanley Group Inc.
upon 30 to 35 calendar Book Entry Note or Book Entry Note
days notice on any July Certificated Note:
22 or January 22,
commencing July 22, 1998 Senior Note or Senior Note
Subordinated Note:
Total Amount of OID: N/A
Original Yield to
Minimum $1000 Maturity: N/A
Denomination:
Initial Accrual
Period OID: N/A
Trustee: Chemical Bank
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Other Provisions:
Recent Developments - Legal Proceedings: On June 11, 1996, an adversary
proceeding was commenced by Orange County, California
and its Treasurer-Tax Collector against Morgan Stanley
in the United States Bankruptcy Court for the Central
District of California in County of Orange and
Moorlach v. Morgan Stanley & Co., Inc. The adversary
proceeding is related to Orange County's Chapter 9
bankruptcy proceeding pending before the same court.
The complaint asserts that Orange County, acting
through its former Treasurer-Tax Collector, entered
into various reverse repurchase agreements and other
transactions with Morgan Stanley which were beyond the
County's authority or ultra vires and, therefore,
void. The complaint also asserts that Morgan Stanley
allowed Orange County to enter into unsuitable
transactions. In addition, the complaint alleges that
Morgan Stanley violated the automatic stay provisions
of the Bankruptcy Code when it liquidated the County's
collateral and closed out certain reverse repurchase
transactions subsequent to the County's December 6,
1994 bankruptcy filing. The complaint asserts claims
based on ultra vires, setoff, equitable subordination,
restitution, enforcement of the automatic stay,
avoidance of post-petition transfers and negligence
and seeks compensatory damages in an unspecified
amount, declaratory and injunctive relief,
restitution, interest, various costs and attorney's
fees.
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
MORGAN STANLEY & CO.
Incorporated
