As filed with the Securities and Exchange Commission on July 22, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-------------------------
MORGAN STANLEY GROUP INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-2838811
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1585 Broadway
New York, New York 10036
(Address of Principal Executive Offices)
Morgan Stanley Group Inc.
1995 Equity Incentive Compensation Plan
(Full title of the plan)
-------------------------
Ralph L. Pellecchio
Assistant Secretary
1585 Broadway
New York, New York 10036
(Name and address of agent for service)
(212) 761-4000
(Telephone number, including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share (*) Offering Price (*) Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 86,000,000 $42.375 $3,644,250,000 $1,256,638
par value $1.00 per share Shares
===========================================================================================================================
<FN>
(*) The price shown is the average of the high and low prices of the Common
Stock on the New York Stock Exchange consolidated reporting system on
July 16, 1996, in accordance with Rule 457(c), and is being utilized
solely for the purpose of calculating the registration fee.
</FN>
</TABLE>
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<PAGE>
2
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- --------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act, and the "Note" to Part I of Form S-8.
<PAGE>
3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference into this
Registration Statement:
(a) the Registrant's Annual Report on Form 10-K for the fiscal
period ended November 30, 1995;
(b) the Registrant's Quarterly Report on Form 10-Q for the
quarters ended February 29, 1996 and May 31, 1996;
(c) the Registrant's Current Reports on Form 8-K dated January
4, 1996, January 5, 1996, January 23, 1996, February 7, 1996, February
20, 1996 (two Current Reports), February 23, 1996, February 28, 1996,
March 7, 1996, March 15, 1996, March 27, 1996, April 8, 1996, May 6,
1996, May 9, 1996, May 23, 1996, May 30, 1996, June 14, 1996, June 26,
1996, July 2, 1996; and
(d) the description of the Registrant's common stock, par
value $1.00 per share (the "Common Stock"), set forth under the caption
"Description of Registrant's Securities to be Registered" in the
Registrant's Registration Statement on Form 8-A, dated February 24,
1986 filed with the Commission pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
4
Item 6. Indemnification of Directors and Officers.
Article VI of the Restated Certificate of Incorporation of the
Registrant and Article VI of the By-Laws of the Registrant, each as amended to
date, provide for the indemnification of directors and officers.
Under Article VI of each of the Restated Certificate of
Incorporation and the By-Laws, any person who was or is a party or is threatened
to be made a party to, or is involved in any manner in, any threatened, pending
or completed action, suit or proceeding (whether civil, criminal, administrative
or investigative) by reason of the fact that such person (1) is or was a
director or officer of the Registrant or a subsidiary all of the capital stock
of which is owned by the Registrant other than directors' qualifying shares (a
"Subsidiary") or (2) is or was serving at the request of the Registrant or a
Subsidiary as a director, officer, partner, member, employee or agent of another
corporation, partnership, joint venture, trust, committee or other enterprise
will be indemnified by the Registrant to the fullest extent permitted by
applicable law.
Each of the Restated Certificate of Incorporation and the
By-Laws also permits, to the extent deemed advisable by the Board of Directors
(the "Board"), indemnification for any of the aforementioned actions of any
person who was or is an employee or agent (other than a director or officer) of
the Registrant or a Subsidiary.
Each of the Restated Certificate of Incorporation and the
By-Laws further provides that the Registrant shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Registrant or a Subsidiary, or is or was
serving at the request of the Corporation or Subsidiary as a director, officer,
partner, member, employee or agent of another corporation, partnership, joint
venture, trust, committee or other enterprise, against any expense, liability or
loss asserted against him and incurred by him in any capacity, or arising out of
his status as such, whether or not the Registrant or a Subsidiary would have the
power to indemnify him against such expense, liability or loss under the
provisions of applicable law.
No repeal, modification or amendment of, or adoption of any
provision inconsistent with Article VI of each of the Restated Certificate of
Incorporation or the By-Laws, nor to the fullest extent permitted by applicable
law, any modification of law shall adversely affect any right or protection of
any person granted pursuant to the Restated Certificate of Incorporation or the
By-Laws existing at, or with respect to events that occurred prior to, the time
of such repeal, amendment, adoption or modification.
Article VI of each of the Restated Certificate of
Incorporation and the By-Laws provides that such indemnification includes, to
the fullest extent permitted by applicable law, the right to be paid the
expenses (including attorneys' fees) incurred in connection with any such
proceeding in advance of its final disposition. The payment of any such amounts
to any director, officer, partner, member, employee or agent shall subrogate
<PAGE>
5
the Registrant to any right such director, officer, partner, member, employee or
agent may have against any other person or entity. The rights conferred in
Article VI of each of the Restated Certificate of Incorporation and the By-Laws
are contract rights.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
4.1 Morgan Stanley Group Inc. 1995 Equity Incentive Compensation
Plan (previously filed as an annex to the Registrant's
Schedule 14A filed with the Commission on February 26, 1996
and incorporated herein by this reference).
4.2 Amended and Restated Certificate of Incorporation of the
Registrant, as amended to date (previously filed as an exhibit
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1996, and incorporated herein by this
reference).
4.3 By-laws of the Registrant, as amended to date (previously
filed as an exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 31, 1995, and
incorporated herein by this reference).
5 Opinion of Shearman & Sterling regarding the legality of the
common stock being registered hereby.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5).
24 Powers of Attorney (included on signature page).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
<PAGE>
6
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended (the "Securities Act"), each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby further undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on the 22nd day of
July, 1996.
MORGAN STANLEY GROUP INC.
(Registrant)
By: /s/Richard B. Fisher
----------------------------------------
Richard B. Fisher
Chairman, Managing Director and Director
POWER OF ATTORNEY
We, the undersigned directors and executive officers of Morgan Stanley
Group Inc., hereby severally constitute Ralph L. Pellecchio and Patricia A.
Kurtz, and each of them singly, our true and lawful attorneys with full power to
them and each of them to sign for us, and in our names in the capacities
indicated below, any and all amendments to the registration statement filed with
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys to any and all amendments
to said registration statement.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities indicated on the 22nd day of July, 1996.
Signature Title
--------- -----
/s/Richard B. Fisher Chairman, Managing Director
- ------------------------- and Director
Richard B. Fisher
/s/ John J. Mack President, Managing Director and
- ------------------------- Director
John J. Mack
<PAGE>
8
Signature Title
--------- -----
/s/ Barton M. Biggs Managing Director and Director
- --------------------------
Barton M. Biggs
/s/ Peter F. Karches Managing Director and Director
- --------------------------
Peter F. Karches
/s/ Sir David A. Walker Managing Director and Director
- --------------------------
Sir David A. Walker
/s/ Philip N. Duff Managing Director and Chief
- -------------------------- Financial Officer
Philip N. Duff
/s/ Eileen K. Murray Treasurer and Chief Accounting
- -------------------------- Financial Officer
Eileen K. Murray Officer
/s/ Robert P. Bauman Director
- --------------------------
Robert P. Bauman
/s/ Daniel B. Burke Director
- --------------------------
Daniel B. Burke
/s/ S. Parker Gilbert Director
- --------------------------
S. Parker Gilbert
/s/ Allen E. Murray Director
- --------------------------
Allen E. Murray
/s/ Paul J. Rizzo Director
- --------------------------
Paul J. Rizzo
<PAGE>
9
Exhibit Index
Exhibit No. Description of Document
4.1 Morgan Stanley Group Inc. 1995 Equity Incentive Compensation
Plan (previously filed as an annex to the Registrant's
Schedule 14A filed with the Commission on February 26, 1996
and incorporated herein by this reference).
4.2 Amended and Restated Certificate of Incorporation of the
Registrant, as amended to date (previously filed as an exhibit
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1996 and incorporated herein by this
reference).
4.3 By-laws of the Registrant, as amended to date (previously
filed as an exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 31, 1995 and
incorporated herein by this reference).
5 Opinion of Shearman & Sterling regarding the legality of the
common stock being registered hereby.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Shearman & Sterling (included in Exhibit 5).
24 Powers of Attorney (included on signature page).
July 22, 1996
Morgan Stanley Group Inc.
1585 Broadway
New York, NY 10036
Ladies and Gentlemen:
We have acted as counsel for Morgan Stanley Group Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of the Company filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to 86,000,000 shares (the "Shares")
of common stock, par value $1.00 per share, of the Company (the "Common Stock"),
to be issued from time to time pursuant to the Company's 1995 Equity Incentive
Compensation Plan (the "Plan").
In so acting, we have examined the Registration Statement and
we have also examined and relied as to factual matters upon the representations
and warranties contained in originals, or copies certified or otherwise
identified to our satisfaction, of such documents, records, certificates and
other instruments as in our judgment are necessary or appropriate to enable us
to render the opinion expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, certificates
and instruments submitted to us as originals and the conformity with originals
of all documents submitted to us as copies.
The opinion expressed below is limited to the law of the State
of New York, the General Corporation Law of Delaware and the federal law of the
United States, and we do not express any opinion herein concerning any other
law.
Based upon the foregoing and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by the Company and, when (a) issued and delivered by
the Company in accordance with the terms of the Plan and (b) paid for in full in
accordance with the terms of the Plan, the Shares will be validly issued, fully
paid and non-assessable.
<PAGE>
Morgan Stanley Group Inc. 2 July 22, 1996
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Shearman & Sterling
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement of Form S-8 for 86,000,000 shares of common stock, par
value $1.00 per share, pertaining to the 1995 Equity Incentive Compensation Plan
of Morgan Stanley Group Inc. and to the incorporation by reference of our report
dated January 4, 1996, with respect to the consolidated financial statements and
financial statement schedule of Morgan Stanley Group Inc. incorporated by
reference and included in its Annual Report on Form 10-K for the fiscal period
ended November 30, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
July 22, 1996
