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UNITED STATES
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.
(Exact name of registrant as specified in its charter)
DELAWARE 13-2838811
(State of incorporation) (I.R.S. employer
identification number)
1585 BROADWAY
NEW YORK, NEW YORK
(Address of principal 10036
executive offices) (Zip code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of debt
debt securities and is securities and is to become
effective upon filing pur- effective simultaneously with
suant to General Instruction the effectiveness of a
A(c)(1) please check the concurrent registration
following box. [ ] statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following box.
[ ]
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
- ------------------- ------------------------------
Medium-Term Notes, THE NEW YORK STOCK EXCHANGE
Series C ( % Senior Fixed
Rate Notes), due July 31, 2003
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of the Registrant's Securities to be Registered.
The title of the class of securities to be registered
hereunder is: "Medium-Term Notes, Series C ( % Senior Fixed
Rate Notes), Nikkei 225 Protection Step-up Exchangeable Notes
due July 31, 2003 (the "Nikkei 225 Exchangeable Notes"). A
description of the Nikkei 225 Exchangeable Notes is set forth
under the caption "Description of Debt Securities" in the
prospectus included within the Registration Statement of the
Company on Form S-3 (Registration No. 333-01655) (the
"Registration Statement"), as supplemented by the information
under the caption "Description of Notes" in the registrant's
prospectus supplement filed on May 1, 1996, pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the
"Act"), which description is incorporated herein by reference,
and as further supplemented by the description of the Nikkei
225 Exchangeable Notes contained in the pricing supplement to
be filed pursuant to Rule 424(b) under the Act, which will
contain the final terms and provisions of the Nikkei 225
Exchangeable Notes and is hereby deemed to be incorporated by
reference into this Registration Statement and to be a part
hereof.
Item 2. Exhibits.
The following documents is filed as exhibit hereto:
4.1 Proposed form of global Note evidencing the Nikkei 225
Exchangeable Notes.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, 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)
Date: July 26, 1996 By: /s/Ralph L. Pellecchio
-------------------------------
Name: Ralph L. Pellecchio
Title: Assistant Secretary and
Counsel
INDEX TO EXHIBITS
-----------------
Exhibit No. Page No.
- ------------------------------------------------------- ----------
4.1 Proposed form of global Note evidencing 5
the Nikkei 225 Exchangeable Notes.
Draft Global Note Exhibit 4.1
Fixed Rate Senior Note
REGISTERED REGISTERED
No. FXR $50,000,000
CUSIP: 617446CK3
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "ORIGINAL YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
APPROXIMATE METHOD) SET FORTH BELOW HAVE BEEN COMPLETED SOLELY FOR
THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES.
MORGAN STANLEY GROUP INC.
SENIOR GLOBAL MEDIUM-TERM NOTE, SERIES C
(Fixed Rate)
% SENIOR FIXED RATE NOTES DUE JULY 31, 2003
NIKKEI 225 PROTECTION STEP-UP EXCHANGEABLE NOTES
<TABLE>
<C> <S> <S> <S>
ORIGINAL ISSUE INITIAL INTEREST RATE: ORIGINAL MATURITY
DATE: , REDEMPTION DATE: % per annum DATE: July 31,
1996 N/A Subsequent to any 2003
Par Step-Up
Adjustment,
interest with
respect to each
$1,000 principal
amount of this Note
shall accrue on the
then current Par,
as determined by
the Calculation
Agent.
INTEREST INITIAL APPLICABILITY OF OPTIONAL REPAYMENT
ACCRUAL DATE: REDEMPTION MODIFIED PAYMENT DATES(S): N/A
, 1996 PERCENTAGE: N/A UPON ACCELERATION:
N/A
TOTAL AMOUNT OF ANNUAL REDEMPTION If yes, state Issue EXCHANGE RATE
OID: N/A PERCENTAGE Price: AGENT: N/A
REDUCTION: N/A
ORIGINAL YIELD SPECIFIED
TO MATURITY: CURRENCY:
N/A U.S. Dollars
INITIAL ACCRUAL INTEREST PAYMENT
PERIOD: N/A DATE: Each
January 31 and
July 31,
commencing
January 31, 1997
APPLICABILITY INTEREST PAYMENT
OF ISSUER's PERIOD: Semi-annually
OPTION TO
EXTEND ORIGINAL
MATURITY DATE:
N/A
If yes, state APPLICABILITY OF
Final Maturity ANNUAL INTEREST
Date: PAYMENTS: N/A
OTHER
PROVISIONS:
(See Below)
</TABLE>
Issue Price:................... 100%
Initial Par.................... $1,000 per $1,000 principal amount of this
Note
Exchange Right:................ On any Exchange Date (as defined below),
the holder of this Note shall have the
right, upon completion by the holder and
delivery to the Issuer and the Calculation
Agent of an Official Notice of Exchange
(in the form of Annex A attached hereto)
prior to 11:00 a.m. New York time on such
date and delivery of this Note to the
Trustee, to exchange each $1,000 principal
amount of this Note for an amount in U.S.
Dollars equal to Parity (as defined below)
on the Nikkei Determination Date (as
defined below) with respect to such
Exchange Date, as determined by the
Calculation Agent. Such payment shall be
made five Business Days after such Nikkei
Determination Date, subject to delivery
of this Note to the Trustee on the
Exchange Date.
Promptly at the opening of business New
York time on the second Business Day
following the Nikkei Determination Date
with respect to the applicable Exchange
Date, the Issuer shall cause the
Calculation Agent to provide written
notice to the Trustee at its New York
office and to The Depository Trust
Company, or any successor depositary
("DTC"), on which notice the Trustee and
DTC may conclusively rely, (i) of its
receipt of any such "Official Notice of
Exchange" and (ii) of the amount of cash
to be paid for each $1,000 principal
amount of this Note.
The Issuer shall, or shall cause the
Calculation Agent to, deliver cash to the
Trustee for delivery to the holder of this
Note.
Par Step-up Adjustment:........ On each Exchange Date, subject to the
prior exercise of the Exchange Right with
respect to this Note, the existing par
amount with respect to each $1,000
principal amount of this Note ("Par")
shall be adjusted so that Par shall be the
greater of (i) the then current Par (in
the case of the first Exchange Date,
Initial Par) and (ii) Parity as determined
by the Calculation Agent, on the Nikkei
Determination Date with respect to such
Exchange Date.
In the event of any Par Step-Up
Adjustment, interest with respect to each
$1,000 principal amount of this Note shall
accrue on the then current Par, as
determined by the Calculation Agent, from
and including the Interest Payment Date
scheduled to coincide with the Exchange
Date on which such adjustment shall have
been made. If Parity as so determined
exceeds the then current Par, notice of the
adjustment to Par shall promptly be sent
by the Calculation Agent by first-class
mail to the Trustee at its New York office
and to DTC.
Parity:........................ Parity as of any Nikkei Determination Date
with respect to each $1,000 principal
amount of this Note shall be the product
of (i) the Exchange Ratio and (ii) the
Nikkei Dollar Value on such Nikkei
Determination Date.
All percentages resulting from any
calculation with respect to this Note
shall be rounded to the nearest one
hundred-thousandth of a percentage point,
with five one-millionths of a percentage
point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655%
(or .987655)), and all dollar amounts used
in or resulting from such calculation
shall be rounded to the nearest cent with
one-half cent being rounded upwards.
Exchange Ratio:................ [ ], subject to adjustment as
described below under "Exchange Ratio
Reset" and "Discontinuance of the Index."
Exchange Ratio Reset:.......... If, on July 31, 1997, or if such day is
not a Nikkei Determination Date, the
immediately succeeding Nikkei
Determination Date, Parity is equal to
$900 or less, then the Exchange Ratio
shall be increased by 10% of such existing
Exchange Ratio to [ ], subject to
any adjustments as described under
"Discontinuance of the Index" herein.
Notice of any such reset adjustment to the
Exchange Ratio shall promptly be sent by
the Calculation Agent by first-class mail
to the Trustee at its New York office and
to DTC.
Exchange Dates:................ July 31, 1998, July 31, 2000 and July 31,
2002, or if any such day is not a Business
Day the immediately succeeding Business
Day.
Nikkei Determination Date:..... A Trading Day on which a Market Disruption
Event has not occurred. See "Market
Disruption Event" below. The Nikkei
Determination Date with respect to any
Exchange Date shall be the Nikkei
Determination Date next succeeding such
Exchange Date.
Trading Day:................... A Business Day which is also a day on
which the Tokyo Stock Exchange ("TSE") and
the Osaka Securities Exchange ("OSE") are
each open for business.
Business Day:.................. Any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day
on which banking institutions are
authorized or required by law or
regulation to close in The City of New
York or Tokyo.
Nikkei Dollar Value:........... With respect to any Nikkei Determination
Date, the quotient of (i) the applicable
Nikkei Closing Value divided by (ii) FX
Initial.
Nikkei Closing Value:.......... The closing value (afternoon session) of
the Nikkei Stock Average (the "Nikkei 225
Index"), published by Nihon Keizai
Shimbun, Inc. ("NKS"), with respect to a
Nikkei Determination Date.
FX Initial:.................... [ ] Japanese Yen ("Yen ") per
U.S. $1.00.
Amount Payable at Maturity:.... At maturity, the holder of this Note shall
receive for each $1,000 principal amount
of this Note, subject to a prior exercise
of the Exchange Right with respect to this
Note, the greater of (i) Par and (ii) the
Nikkei Final Value.
Prior to 10:30 a.m. (New York time) on the
Business Day immediately prior to the
maturity of this Note, the Issuer shall
cause the Calculation Agent to provide
written notice to the Trustee at its New
York office and to DTC, on which notice
the Trustee and DTC may conclusively rely,
of the amount of cash to be paid for each
$1,000 principal amount of this Note.
The Issuer shall, or shall cause the
Calculation Agent to, deliver cash to the
Trustee for delivery to the holder of this
Note.
If this Note is not surrendered for
exchange at maturity, it shall be deemed
to be no longer Outstanding under, and as
defined in, the Senior Indenture (as
defined below), except with respect to the
holder's right to receive the cash due at
maturity.
Nikkei Final Value:............ The Nikkei Final Value shall be determined
by the Calculation Agent and shall equal
the arithmetic average of the products
(each a "Product") of (i) the Nikkei
Dollar Value and (ii) the Exchange Ratio,
each as determined on the first 15 Nikkei
Determination Dates during the Calculation
Period (each a "Final Determination Date").
If, as of any Trading Day within the
Calculation Period (the "Trigger Date"),
the number of Trading Days within the
Calculation Period does not exceed the
amount by which 15 exceeds the number of
previous Final Determination Dates, then
the Calculation Agent shall weight the
Product for each succeeding Final
Determination Date during the Calculation
Period to ratably distribute the intended
weight of any Trading Date on or after the
Trigger Date on which a Market Disruption
Event occurs (a "Non-Determination Date")
across the remaining Final Determination
Dates. Accordingly, if a Market
Disruption Event occurs on or after the
Trigger Date, the weightings of the
Products for the Final Determination Dates
shall be calculated as follows: (A) each
Final Determination Date on or after the
Trigger Date preceding the first
Non-Determination Date shall receive a
weighting of 1/15 and (B) each Final
Determination Date following a
Non-Determination Date shall receive a
weighting that equals a fraction (i) the
numerator of which shall be the fraction
that equals 1 minus the sum of the weights
of all preceding Final Determination Dates
and (ii) the denominator of which shall be
the number of Trading Days from and
including such Final Determination Date
to and including the last Trading Day in
the Calculation Period; provided that if,
due to Market Disruption Events, there are
no Nikkei Determination Dates following a
Non-Determination Date and prior to the end
of the Calculation Period, then the last
Trading Day in the Calculation Period
shall be deemed to be a Final
Determination Date, notwithstanding the
occurrence of a Market Disruption Event
and the Nikkei Dollar Value for such
deemed Final Determination Date shall be
determined by the Calculation Agent.
Calculation Period:............ The period from and including June 25,
2003 to and including the second scheduled
Trading Day prior to the Maturity Date.
Calculation Agent:............. Morgan Stanley & Co. Incorporated ("MS &
Co.").
All determinations made by the Calculation
Agent shall be at the sole discretion of
the Calculation Agent and shall, in the
absence of manifest error, be conclusive
for all purposes and binding on the Issuer
and the holder of this Note.
Market Disruption Event:....... "Market Disruption Event" means the
occurrence or existence of both of the
following events on a Trading Day that
would otherwise be a Nikkei Determination
Date, as determined by the Calculation
Agent:
(i) a suspension or absence of trading
on the TSE of 20% or more of the
Underlying Stocks which then comprise the
Nikkei 225 Index (or a Successor Index, as
defined below) for more than two hours of
trading or during the one-half hour period
preceding the close of trading on the TSE;
or the suspension or material limitation
on the Singapore International Monetary
Exchange Ltd. (the "SIMEX"), the OSE and
the other major securities markets for
trading in futures or options contracts
related to the Nikkei 225 Index or a
Successor Index taken as a whole, during
the one-half hour period preceding the
close of trading on the applicable
exchange, in each case as determined by the
Calculation Agent in its sole discretion;
and
(ii) a determination by the Calculation
Agent in its sole discretion that the
event described in clause (i) above
materially interfered with the ability of
the Issuer or any of its affiliates to
unwind all or a material portion of the
hedge with respect to the Senior Fixed
Rate Notes Due July 31, 2003 (Nikkei 225
Protection Step-up Exchangeable Notes).
For purposes of determining whether a
Market Disruption Event has occurred: (1)
a limitation on the hours or number of
days of trading shall not constitute a
Market Disruption Event if it results from
an announced change in the regular
business hours of the relevant exchange
or market, (2) a decision to permanently
discontinue trading in the relevant
futures or option contract shall not
constitute a Market Disruption Event, (3)
a suspension of trading in a futures or
options contract on the Nikkei 225 Index
or a Successor Index by the TSE, the OSE or
other major securities market related to
such contract by reason of (x) a price
change exceeding limits set by such
exchange or market, (y) an imbalance of
orders relating to such contracts or (z) a
disparity in bid and ask quotes relating
to such contracts shall constitute a
suspension or material limitation of
trading in futures or options contracts
related to the Nikkei 225 Index or such
Successor Index and (4) a "suspension,
absence or material limitation of trading"
on the SIMEX, OSE or a major securities
market on which futures or options
contracts related to the Nikkei 225 Index
or a Successor Index are traded shall not
include any time when the SIMEX, OSE or
such securities market, as the case may
be, itself is closed for trading under
ordinary circumstances.
The Calculation Agent shall promptly give
notice to (x) DTC, by publication in The
Wall Street Journal (or another newspaper
of general circulation) and (y) to the
Trustee at its New York Office, if a
Market Disruption Event shall have
occurred on any day that would otherwise
have been a relevant Nikkei Determination
Date.
Adjustments to the Index:...... If at any time the method of calculating
the Nikkei 225 Index, or the value
thereof, is changed in a material respect,
or if the Nikkei 225 Index is in any other
way modified so that the Nikkei 225 Index
does not, in the reasonable opinion of the
Calculation Agent, fairly represent the
value of the Nikkei 225 Index had such
changes or modifications not been made
(except for changes in the Underlying
Stocks by NKS), then, from and after such
time, the Calculation Agent shall, at the
close of business in New York, New York,
on each date that the closing value
(afternoon session) of the Nikkei 225
Index is to be calculated to determine the
Nikkei Closing Value, Nikkei Dollar Value
and the Nikkei Final Value, as applicable,
make such adjustments as, in the good faith
judgment of the Calculation Agent, may be
necessary in order to arrive at a
calculation of a value of a stock index
comparable to the Nikkei 225 Index as if
such changes or modifications had not been
made, and calculate such closing value
with reference to the Nikkei 225 Index, as
adjusted. Accordingly, if the method of
calculating the Nikkei 225 Index is
modified so that the value of the Nikkei
225 Index is a fraction or a multiple of
what it would have been if it had not been
modified (e.g., due to a split in the
Nikkei 225 Index), then the Calculation
Agent shall adjust the Nikkei 225 Index in
order to arrive at a value of the Nikkei
225 Index as if it had not been modified
(e.g., as if such split had not occurred).
The Calculation Agent shall promptly give
notice to the Trustee at its New York
office and to DTC of such adjusted value.
Discontinuance of the Index:... If the NKS discontinues publication of the
Nikkei 225 Index and NKS or another entity
publishes a successor or substitute index
that the Calculation Agent determines, in
its sole discretion, within two Nikkei
Determination Dates of such
discontinuance, to be comparable to the
Nikkei 225 Index (any such index referred
to hereinafter as a "Successor Index"),
then, upon the Calculation Agent's
notification of such determination to the
Trustee at its New York office and the
Issuer, the Calculation Agent shall
substitute the Successor Index as
calculated by the NKS or such other entity
for the Nikkei 225 Index, as the case may
be, and calculate the Nikkei Dollar Value
and the Nikkei Final Value as described
above under "Exchange Right," "Exchange
Ratio Reset," "Par Step-up Adjustment" and
"Nikkei Final Value." After such
substitution, the Exchange Ratio shall be
modified as follows:
New Exchange Ratio = Original Exchange Ratio x Most Recent Nikkei 225 Value
----------------------------
Successor Index Value
where "Most Recent Nikkei 225 Value" and
"Successor Index Value" are the closing
levels (afternoon session) of the
respective indexes on the day of such
substitution; provided that if the
Successor Index is first published on the
Trading Day immediately following the
discontinuance of the Nikkei 225 Index,
the Successor Index Value shall be the
closing level (afternoon session) on such
first publication day and the "Most Recent
Nikkei 225 Value" shall be based on the
final published value of the Nikkei 225
Index.
Upon any selection by the Calculation
Agent of a Successor Index, the Issuer
shall cause notice thereof and of any
adjustment to the Exchange Ratio to be
given to the Trustee and to DTC.
If NKS discontinues publication of the
Nikkei 225 Index and a Successor Index is
not selected, within two Nikkei
Determination Dates of such
discontinuance, by the Calculation Agent
(or such Successor Index is no longer
published on any of the Nikkei
Determination Dates), the value to be
substituted for the Nikkei 225 Index for
any such Nikkei Determination Date used to
calculate the Nikkei Dollar Value or the
Nikkei Final Value, as applicable, with
respect to all succeeding Nikkei
Determination Dates, shall be the final
published closing level (afternoon
session) of the Nikkei 225 Index (or such
Successor Index) prior to such
discontinuance. Any determination by the
Calculation Agent that there is no
successor or substitute index comparable
to the Nikkei 225 Index shall be final.
If a Successor Index is selected, such
Successor Index shall be substituted for
the Nikkei 225 Index for all purposes,
including for purposes of determining
whether a Market Disruption Event exists.
Morgan Stanley Group Inc., a Delaware corporation (together
with its successors and assigns, the "Issuer"), for value received, hereby
promises to pay to CEDE & CO., or registered assignees, the amount in cash, as
determined in accordance with the provisions set forth under "Amount Payable
at Maturity" above, due with respect to the principal sum of U.S $50,000,000
(United States Dollars Fifty Million), on the Original Maturity Date specified
above or, if the maturity hereof is extended in accordance with the procedures
set forth below to an Extended Maturity Date, as defined below, on such
Extended Maturity Date (except to the extent previously redeemed or repaid)
and to pay interest thereon at the Interest Rate per annum specified above or,
if the interest rate hereon is reset or re-established in connection with an
extension of maturity in accordance with the procedures specified on the
reverse hereof, at the interest rate per annum determined pursuant to such
procedures, from and including the Interest Accrual Date specified above until
the principal hereof is paid or duly made available for payment (except as
provided below), monthly, quarterly, semiannually or annually in arrears as
specified above as the Interest Payment Period on each Interest Payment Date
(as specified above) commencing on the Interest Payment Date next succeeding
the Interest Accrual Date specified above, and at maturity (or on any
redemption or repayment date); provided, however, that if the Interest Accrual
Date occurs between a Record Date, as defined below, and the next succeeding
Interest Payment Date, interest payments will commence on the second Interest
Payment Date succeeding the Interest Accrual Date to the registered holder of
this Note on the Record Date with respect to such second Interest Payment
Date; and provided, further, that if this Note is subject to "Annual Interest
Payments," interest payments shall be made annually in arrears and the term
"Interest Payment Date" shall be deemed to mean the first day of March in each
year.
Interest on this Note will accrue from and including the most
recent Interest Payment Date to which interest has been paid or duly provided
for, or, if no interest has been paid or duly provided for, from and including
the Interest Accrual Date, until, but excluding the date the principal hereof
has been paid or duly made available for payment (except as provided below).
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, subject to certain exceptions described herein, be
paid to the person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the date 15 calendar days prior to
such Interest Payment Date (whether or not a Business Day) (each such date a
"Record Date"); provided, however, that interest payable at maturity (or on any
redemption or repayment date) will be payable to the person to whom the
principal hereof shall be payable. As used herein, "Business Day" means any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which banking institutions are authorized or required by law or
regulation to close in The City of New York and (i) with respect to Notes
denominated in a Specified Currency other than U.S. dollars, Australian
dollars or European Currency Units ("ECUs"), in the principal financial center
of the country of the Specified Currency, (ii) with respect to Notes
denominated in Australian dollars, in Sydney and (iii) with respect to Notes
denominated in ECUs, that is not a non-ECU clearing day, as determined by the
ECU Banking Association in Paris.
Payment of the principal of this Note, any premium and the
interest due at maturity (or on any redemption or repayment date), unless this
Note is denominated in a Specified Currency other than U.S. dollars and is to
be paid in whole or in part in such Specified Currency, will be made in
immediately available funds upon surrender of this Note at the office or
agency of the Paying Agent, as defined on the reverse hereof, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such
other paying agency as the Issuer may determine, in U.S. dollars. U.S. dollar
payments of interest, other than interest due at maturity or on any date of
redemption or repayment, will be made by U.S. dollar check mailed to the
address of the person entitled thereto as such address shall appear in the
Note register. A holder of U.S. $10,000,000 or more in aggregate principal
amount of Notes having the same Interest Payment Date, the interest on which
is payable in U.S. dollars, shall be entitled to receive payments of interest,
other than interest due at maturity or on any date of redemption or repayment,
by wire transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than
15 calendar days prior to the applicable Interest Payment Date.
If this Note is denominated in a Specified Currency other than
U.S. dollars, and the holder does not elect (in whole or in part) to receive
payment in U.S. dollars pursuant to the next succeeding paragraph, payments
of interest, principal or any premium with regard to this Note will be made by
wire transfer of immediately available funds to an account maintained by the
holder hereof with a bank located outside the United States if appropriate wire
transfer instructions have been received by the Paying Agent in writing not
less than 15 calendar days prior to the applicable payment date, provided
that, if such wire transfer instructions are not received, such payments will
be made by check payable in such Specified Currency mailed to the address of
the person entitled thereto as such address shall appear in the Note register,
and provided, further, that payment of the principal of this Note, any premium
and the interest due at maturity (or on any redemption or repayment date) will
be made upon surrender of this Note at the office or agency referred to in the
preceding paragraph.
Unless otherwise indicated herein, the holder of this Note, if
denominated in a Specified Currency other than U.S. dollars, may elect to
receive all or a portion of payments on this Note in U.S. dollars by
transmitting a written request to the Paying Agent, on or prior to the Record
Date or at least ten Business Days prior to the Maturity Date or any
redemption or repayment date, as the case may be. Such election shall remain
in effect unless such request is revoked by written notice to the Paying Agent
as to all or a portion of payments on this Note at least five Business Days
prior to such Record Date or at least ten days prior to the Maturity Date or
any redemption or repayment date, as the case may be.
If the holder elects to receive all or a portion of payments of
principal of and any premium and interest on this Note, if denominated in a
Specified Currency other than U.S. dollars, in U.S. dollars, the Exchange Rate
Agent will convert such payments into U.S. dollars. In the event of such an
election, payment in respect of this Note will be based upon the exchange rate
as determined by the Exchange Rate Agent based on the highest bid quotation in
The City of New York received by such Exchange Rate Agent at approximately
11:00 A.M., New York City time, on the second Business Day preceding the
applicable payment date from three recognized foreign exchange dealers (one of
which may be the Exchange Rate Agent unless such Exchange Rate Agent is Morgan
Stanley & Co. Incorporated), for the purchase by the quoting dealer of U.S.
dollars for the Specified Currency for settlement on such payment date in the
amount of the Specified Currency payable in the absence of such election to
such holder and at which the applicable dealer commits to execute a contract.
If such bid quotations are not available, such payment will be made in the
Specified Currency. All currency exchange costs will be borne by the holder
of this Note by deductions from such payments.
Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed.
DATED: , 1996 MORGAN STANLEY GROUP INC.
By__________________________
Name: Eileen K. Murray
Title: Treasurer
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes referred
to in the within-mentioned
Senior Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By__________________________________
Authorized Officer
REVERSE OF SECURITY
This Note is one of a duly authorized issue of Senior Global
Medium-Term Notes, Series C, having maturities more than nine months from the
date of issue (the "Notes") of the Issuer. The Notes are issuable under a
Senior Indenture, dated as of April 15, 1989, as supplemented by a First
Supplemental Indenture dated as of May 15, 1991 and a Second Supplemental
Indenture dated as of April 15, 1996 (as so supplemented, the "Senior
Indenture"), between the Issuer and The Chase Manhattan Bank (formerly known
as Chemical Bank), as Trustee (the "Trustee," which term includes any successor
trustee under the Senior Indenture), to which Senior Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities of the
Issuer, the Trustee and holders of the Notes and the terms upon which the
Notes are, and are to be, authenticated and delivered. The Issuer has
appointed The Chase Manhattan Bank (formerly known as Chemical Bank) at its
corporate trust office in The City of New York as the paying agent (the
"Paying Agent," which term includes any additional or successor Paying Agent
appointed by the Issuer) with respect to the Notes. The terms of individual
Notes may vary with respect to interest rates, interest rate formulas, issue
dates, maturity dates, or otherwise, all as provided in the Senior Indenture.
To the extent not inconsistent herewith, the terms of the Senior Indenture are
hereby incorporated by reference herein.
Unless otherwise provided on the face of this Note, this Note
will not be subject to any sinking fund and, unless otherwise provided on the
face hereof in accordance with the provisions of the following two paragraphs,
will not be redeemable or subject to repayment at the option of the holder
prior to maturity.
If so indicated on the face of this Note, this Note may be
redeemed in whole or in part at the option of the Issuer on or after the
Initial Redemption Date specified on the face hereof on the terms set forth on
the face hereof, together with interest accrued and unpaid hereon to the date
of redemption (except as provided below). If this Note is subject to "Annual
Redemption Percentage Reduction," the Initial Redemption Percentage indicated
on the face hereof will be reduced on each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction specified on the
face hereof until the redemption price of this Note is 100% of the principal
amount hereof, together with interest accrued and unpaid hereon to the date of
redemption (except as provided below). Notice of redemption shall be mailed
to the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 days prior to the date fixed for redemption, subject to all the
conditions and provisions of the Senior Indenture. In the event of redemption
of this Note in part only, a new Note or Notes for the amount of the
unredeemed portion hereof shall be issued in the name of the holder hereof
upon the cancellation hereof.
Notwithstanding the foregoing, this Note may be redeemed in
accordance with the terms of any Extension Notice, as defined below, sent to
the holder hereof as described below.
If so indicated on the face of this Note, this Note will be
subject to repayment at the option of the holder on the Optional Repayment
Date or Dates specified on the face hereof on the terms set forth herein. On
any Optional Repayment Date, this Note will be repayable in whole or in part
in increments of $1,000 or, if this Note is denominated in a Specified
Currency other than U.S. dollars, in increments of 1,000 units of such
Specified Currency (provided that any remaining principal amount hereof shall
not be less than the minimum authorized denomination hereof) at the option of
the holder hereof at a price equal to 100% of the principal amount to be
repaid, together with interest accrued and unpaid hereon to the date of
repayment (except as provided below). For this Note to be repaid at the
option of the holder hereof, the Paying Agent must receive at its corporate
trust office in the Borough of Manhattan, The City of New York, at least 15 but
not more than 30 days prior to the date of repayment, (i) this Note with the
form entitled "Option to Elect Repayment" below duly completed or (ii) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or a trust company in the United States setting forth the
name of the holder of this Note, the principal amount hereof, the certificate
number of this Note or a description of this Note's tenor and terms, the
principal amount hereof to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note, together
with the form entitled "Option to Elect Repayment" duly completed, will be
received by the Paying Agent not later than the fifth Business Day after the
date of such telegram, telex, facsimile transmission or letter; provided, that
such telegram, telex, facsimile transmission or letter shall only be effective
if this Note and form duly completed are received by the Paying Agent by such
fifth Business Day. Exercise of such repayment option by the holder hereof
shall be irrevocable. In the event of repayment of this Note in part only, a
new Note or Notes for the amount of the unpaid portion hereof shall be issued
in the name of the holder hereof upon the cancellation hereof.
If so indicated on the face of this Note, the Issuer has the
option to extend the Original Maturity Date hereof for one or more periods of
one or more whole years (each an "Extension Period") up to but not beyond the
Final Maturity Date specified on the face hereof and in connection therewith
to establish a new interest rate and new redemption provisions for the
Extension Period.
The Issuer may exercise such option by notifying the Paying
Agent of such exercise at least 45 but not more than 60 days prior to the
Original Maturity Date or, if the maturity hereof has already been extended,
prior to the maturity date then in effect (an "Extended Maturity Date"), such
notice to be accompanied by the form of the Extension Notice referred to
below. No later than 38 days prior to the Original Maturity Date or an
Extended Maturity Date, as the case may be (each, a "Maturity Date"), the
Paying Agent will mail to the holder hereof a notice (the "Extension Notice")
relating to such Extension Period, first class mail, postage prepaid, setting
forth (a) the election of the Issuer to extend the maturity of this Note; (b)
the new Extended Maturity Date; (c) the interest rate applicable to the
Extension Period; and (d) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which, the period or periods
during which and the price or prices at which such redemption may occur during
the Extension Period. Upon the mailing by the Paying Agent of an Extension
Notice to the holder of this Note, the maturity hereof shall be extended
automatically, and, except as modified by the Extension Notice and as
described in the next paragraph, this Note will have the same terms it had
prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 10:00 A.M., New
York City time, on the twentieth calendar day prior to the Maturity Date in
effect immediately preceding the mailing of the applicable Extension Notice
(or if such day is not a Business Day, not later than 10:00 A.M., New York City
time, on the immediately succeeding Business Day), the Issuer may, at its
option, revoke the interest rate provided for in such Extension Notice and
establish a higher interest rate for the Extension Period by causing the
Paying Agent to send notice of such higher interest rate to the holder of this
Note by first class mail, postage prepaid, or by such other means as shall be
agreed between the Issuer and the Paying Agent. Such notice shall be
irrevocable. All Notes with respect to which the Maturity Date is extended in
accordance with an Extension Notice will bear such higher interest rate for the
Extension Period, whether or not tendered for repayment.
If the Issuer elects to extend the maturity hereof, the holder
of this Note will have the option to require the Issuer to repay this Note on
the Maturity Date in effect immediately preceding the mailing of the
applicable Extension Notice at a price equal to the principal amount hereof
plus any accrued and unpaid interest to such date. In order for this Note to
be so repaid on such Maturity Date, the holder hereof must follow the
procedures set forth above for optional repayment, except that the period for
delivery of this Note or notification to the Paying Agent shall be at least 25
but not more than 35 days prior to the Maturity Date in effect immediately
preceding the mailing of the applicable Extension Notice and except that if
the holder hereof has tendered this Note for repayment pursuant to this
paragraph he may, by written notice to the Paying Agent, revoke any such
tender for repayment until 3:00 P.M., New York City time, on the twentieth
calendar day prior to the Maturity Date then in effect (or, if such day is not
a Business Day, until 3:00 P.M., New York City time, on the immediately
succeeding Business Day).
Interest payments on this Note will include interest accrued to
but excluding the Interest Payment Dates or the Maturity Date (or any earlier
redemption or repayment date), as the case may be. Unless otherwise provided
on the face hereof, interest payments for this Note will be computed and paid
on the basis of a 360-day year of twelve 30-day months.
In the case where the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a Business Day,
payment of interest, premium, if any, or principal otherwise payable on such
date need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or on the Maturity Date (or any redemption or repayment date), and no
interest on such payment shall accrue for the period from and after the
Interest Payment Date or the Maturity Date (or any redemption or repayment
date) to such next succeeding Business Day.
This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if denominated in U.S. dollars, is issuable only in denominations of U.S.
$1,000 and any integral multiple of U.S. $1,000 in excess thereof. If this
Note is denominated in a Specified Currency other than U.S. dollars, then,
unless a higher minimum denomination is required by applicable law, it is
issuable only in denominations of the equivalent of U.S. $1,000 (rounded to an
integral multiple of 1,000 units of such Specified Currency), or any amount in
excess thereof which is an integral multiple of 1,000 units of such Specified
Currency, as determined by reference to the noon dollar buying rate in New
York City for cable transfers of such Specified Currency published by the
Federal Reserve Bank of New York (the "Market Exchange Rate") on the Business
Day immediately preceding the date of issuance; provided, however, in the case
of ECUs, the Market Exchange Rate shall be the rate of exchange determined by
the Commission of the European Communities (or any successor thereto) as
published in the Official Journal of the European Communities, or any
successor publication, on the Business Day immediately preceding the date of
issuance.
The Trustee has been appointed registrar for the Notes, and the
Trustee will maintain at its office in The City of New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and having a like
aggregate principal amount in authorized denominations, subject to the terms
and conditions set forth herein; provided, however, that the Trustee will not
be required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions. All such
exchanges and transfers of Notes will be free of charge, but the Issuer may
require payment of a sum sufficient to cover any tax or other governmental
charge in connection therewith. All Notes surrendered for exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and executed by the registered holder in person or by the holder's
attorney duly authorized in writing. The date of registration of any Note
delivered upon any exchange or transfer of Notes shall be such that no gain or
loss of interest results from such exchange or transfer.
In case any Note shall at any time become mutilated, defaced or
be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the
Issuer in exchange for the Note so mutilated or defaced, or in lieu of the
Note so destroyed or lost or stolen, but, in the case of any destroyed or lost
or stolen Note, only upon receipt of evidence satisfactory to the Trustee and
the Issuer that such Note was destroyed or lost or stolen and, if required,
upon receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to the default in the
performance or breach of any other covenant or warranty of the Issuer
applicable to the debt securities of such series but not applicable to all
outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principal amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of
all such series and interest accrued thereon to be due and payable immediately
and (b) if an Event of Default due to a default in the performance of any
other of the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of
not less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.
If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration," then (i) if the principal hereof is
declared to be due and payable as described in the preceding paragraph, the
amount of principal due and payable with respect to this Note shall be limited
to the aggregate principal amount hereof multiplied by the sum of the Issue
Price specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Interest
Accrual Date to the date of declaration, which amortization shall be
calculated using the "interest method" (computed in accordance with generally
accepted accounting principles in effect on the date of declaration), (ii) for
the purpose of any vote of securityholders taken pursuant to the Senior
Indenture prior to the acceleration of payment of this Note, the principal
amount hereof shall equal the amount that would be due and payable hereon,
calculated as set forth in clause (i) above, if this Note were declared to be
due and payable on the date of any such vote and (iii) for the purpose of any
vote of securityholders taken pursuant to the Senior Indenture following the
acceleration of payment of this Note, the principal amount hereof shall equal
the amount of principal due and payable with respect to this Note, calculated
as set forth in clause (i) above.
The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of all series issued under the Senior Indenture
then outstanding and affected (voting as one class), to execute supplemental
indentures adding any provisions to or changing in any manner the rights of
the holders of each series so affected; provided that the Issuer and the
Trustee may not, without the consent of the holder of each outstanding debt
security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption or repayment thereof, or change the currency of payment thereof, or
impair or affect the rights of any holder to institute suit for the payment
thereof without the consent of the holder of each debt security so affected;
or (b) reduce the aforesaid percentage in principal amount of debt securities
the consent of the holders of which is required for any such supplemental
indenture, without the consent of the holders of each debt security so
affected.
Except as set forth below, if the principal of, premium, if
any, or interest on, this Note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available to the Issuer for
making payments hereon due to the imposition of exchange controls or other
circumstances beyond the control of the Issuer or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions within the international banking
community, then the Issuer will be entitled to satisfy its obligations to the
holder of this Note by making such payments in U.S. dollars on the basis of
the Market Exchange Rate on the date of such payment or, if the Market
Exchange Rate is not available on such date, as of the most recent practicable
date; provided, however, that if such Specified Currency is replaced by a
single European currency (expected to be named the Euro), the payment of
principal of, premium, if any, or interest on any Note denominated in such
currency shall be effected in the new single European currency in conformity
with legally applicable measures taken pursuant to, or by virtue of, the treaty
establishing the European Community (the "EC"), as amended by the treaty on
European Union (as so amended, the "Treaty"). Any payment made under such
circumstances in U.S. dollars (or, if applicable, such new single European
currency) where the required payment is in a Specified Currency other than U.S.
dollars will not constitute an Event of Default.
Subject to the provisions below, the value of the ECU, in which
the Notes may be denominated or may be payable, is equal to the value of the
ECU that is from time to time used as the unit of account of the EC. If the
ECU becomes a currency in its own right in accordance with the Treaty, all
references to ECU in the Notes shall be construed as references to such
currency.
With respect to each due date for the payment of principal of,
or interest on, the Notes on or after the first business day in Brussels on
which the ECU ceases to be used as the unit of account of the EC, and has not
become a currency in its own right replacing all or some of the currencies of
the member States of the EC, the Issuer shall choose a substitute currency
(the "Chosen Currency"), which may be any currency which was, on the last day
on which the ECU was used as the unit of account of the EC, a component
currency of the ECU or U.S. dollars, in which all payments due on or after
that date with respect to the Notes and coupons shall be made. Notice of the
Chosen Currency so selected shall be provided by first class mail to each
holder at the address of such holder which appears on the books maintained by
the registrar and to the Paying Agent. The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of the fourth business day in
Brussels prior to the date on which such payment is due.
On the first business day in Brussels on which the ECU ceases
to be used as the unit of account of the EC, and has not become a currency in
its own right replacing all or some of the currencies of the member States of
the EC, the Issuer shall select a Chosen Currency in which all payments with
respect to Notes and coupons having a due date prior thereto but not yet
presented for payment are to be made. The amount of each payment in such
Chosen Currency shall be computed on the basis of the equivalent of the ECU in
that currency, determined as described below, as of such first business day.
The equivalent of the ECU in the relevant Chosen Currency as of
any date (the "Day of Valuation") shall be determined by, or on behalf of, the
Exchange Rate Agent on the following basis. The amounts and components
composing the ECU for this purpose (the "Components") shall be the amounts and
components that composed the ECU as of the last date on which the ECU was used
as the unit of account of the EC. The equivalent of the ECU in the Chosen
Currency shall be calculated by, first, aggregating the U.S. dollar equivalents
of the Components; and then, in the case of a chosen Currency other than U.S.
dollars, using the rate used for determining the U.S. dollar equivalent of the
Components in the Chosen Currency as set forth below, calculating the
equivalent in the Chosen Currency of such aggregate amount in U.S. dollars.
The "Exchange Rate Agent" shall be Morgan Stanley & Co.
Incorporated, unless otherwise indicated on the face hereof.
The U.S. dollar equivalent of each of the Components shall be
determined by, or on behalf of, the Exchange Rate Agent on the basis of the
middle spot delivery quotations prevailing at 2:30 P.M., Brussels time, on the
Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent
from one or more major banks, as selected by the Issuer, in the country of
issue of the component currency in question.
If for any reason no direct quotations are available for a
Component as of a Day of Valuation from any of the banks selected for this
purpose, in computing the U.S. dollar equivalent of such Component, the
Exchange Rate Agent shall (except as provided below) use the most recent direct
quotations for such Component obtained by it or on its behalf, provided that
such quotations were prevailing in the country of issue not more than two
Business Days before such Day of Valuation. If such most recent quotations
were so prevailing in the country of issue more than two Business Days before
such Day of Valuation, the Exchange Rate Agent shall determine the U.S. dollar
equivalent of such Component on the basis of cross rates derived from the
middle spot delivery quotations for such component currency and for the U.S.
dollar prevailing at 2:30 P.M., Brussels time, on such Day of Valuation, as
obtained by, or on behalf of, the Exchange Rate agent from one or more major
banks, as selected by the Issuer, in a country other than the country of issue
of such component currency. Notwithstanding the foregoing, the Exchange Rate
Agent shall determine the U.S. dollar equivalent of such Component on the
basis of such cross rates if the Issuer or such agent judges that the
equivalent so calculated is more representative than the U.S. dollar
equivalent calculated as provided in the first sentence of this paragraph.
Unless otherwise specified by the Issuer, if there is more than one market for
dealing in any component currency by reason of foreign exchange regulations
or for any other reason, the market to be referred to in respect of such
currency shall be that upon which a non-resident issuer of securities
denominated in such currency would purchase such currency in order to make
payments in respect of such securities.
Payments in the Chosen Currency will be made at the specified
office of a paying agent in the country of the Chosen Currency, or, if none,
or at the option of the holder, at the specified office of any Paying Agent
either by a check drawn on, or by transfer to an account maintained by the
holder with, a bank in the principal financial center of the country of the
Chosen Currency.
All determinations referred to above made by, or on behalf of,
the Issuer or by, or on behalf of, the Exchange Rate Agent shall be at such
entity's sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and binding on holders of Notes and coupons.
So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be
such an agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the
Trustee or any Paying Agent for payment of the principal of or interest or
premium, if any, on any Notes that remain unclaimed at the end of two years
after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the
Trustee or such Paying Agent shall notify the holders of such Notes that such
moneys shall be repaid to the Issuer and any person claiming such moneys shall
thereafter look only to the Issuer for payment thereof and (ii) such moneys
shall be so repaid to the Issuer. Upon such repayment all liability of the
Trustee or such Paying Agent with respect to such moneys shall thereupon
cease, without, however, limiting in any way any obligation that the Issuer
may have to pay the principal of or interest or premium, if any, on this Note
as the same shall become due.
No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency, herein
prescribed unless otherwise agreed between the Issuer and the registered holder
of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and none of the Issuer,
the Trustee or any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of,
premium, if any, or the interest on this Note, for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Senior Indenture
or any indenture supplemental thereto, against any incorporator, shareholder,
officer or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-...........Custodian.....................
(Cust) (Minor)
Under Uniform Gifts to Minors Act..........................
(State)
Additional abbreviations may also be used though not in the
above list.
----------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
_______________________________________!
!
!
- --------------------------------------------------------------
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE,
OF ASSIGNEE]
- --------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably
- --------------------------------------------------------------
constituting and appointing such person attorney to transfer
- --------------------------------------------------------------
such note on the books of the Issuer, with full power of
- --------------------------------------------------------------
substitution in the premises.
Dated:_____________________
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within Note in every particular
without alteration or enlargement or any change whatsoever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion thereof specified below) pursuant
to its terms at a price equal to the principal amount thereof, together with
interest to the Optional Repayment Date, to the undersigned at
_____________________________________________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
(Please print or typewrite
name and address of the undersigned)
If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid: __________________; and specify the denomination or denominations
(which shall not be less than the minimum authorized denomination) of the
Notes to be issued to the holder for the portion of the within Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid): ________________________________.
.
Dated:________________ ____________________________________________
NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as written
upon the face of the within
instrument in every particular
without alteration or enlargement.
ANNEX A
OFFICIAL NOTICE OF EXCHANGE
Dated: [On any Exchange Date
on or after July 31, 1998]
Morgan Stanley Group Inc.
1585 Broadway
New York, New York 10036
Morgan Stanley & Co. Incorporated, as Calculation Agent
1585 Broadway
New York, New York 10036
(Attn: James Jurney)
Fax: 212-761-0674
Dear Sirs:
The undersigned holder of the Nikkei 225 Protection Step Up
Exchangeable Notes Due July 31, 2003 of Morgan Stanley Group Inc. (the
"Notes") hereby irrevocably elects to exercise with respect to the principal
amount of Notes indicated below, as of the date hereof (provided that this
letter is received before 11:00 a.m. New York time on any Exchange Date), the
Exchange Right as described in the Pricing Supplement dated ,
1996 (the "Pricing Supplement") to the Prospectus Supplement dated May 1, 1996
and the Prospectus dated May 1, 1996 related to Registration Statement No.
333-01655. Capitalized terms not defined herein have the meanings given to
such terms in the Pricing Supplement. Please date and acknowledge receipt of
this notice in the place provided below on the date of receipt, and fax a copy
to the fax number indicated. Upon receipt of this notice, the Company will
deliver five Business Days after the Nikkei Determination Date with respect
to such Exchange Date, an amount in dollars, as determined by the Calculation
Agent and as described in the Pricing Supplement under "Exchange Right."
Very truly yours,
____________________________
[Name of Holder]
By: ________________________
[Title]
____________________________
[Fax No.]
____________________________
Principal Amount of Notes
surrendered for exchange
Receipt of the above Official Notice of Exchange is hereby acknowledged
MORGAN STANLEY GROUP INC., as Issuer
MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By MORGAN STANLEY & CO. INCORPORATED, as Calculation Agent
By:_________________________________________________________
Title:
Date and time of acknowledgement____________________________
