PROSPECTUS Dated March 29, 1995 Pricing Supplement No. 36 to
PROSPECTUS SUPPLEMENT Registration Statement No. 33-57833
Dated March 29, 1995 Dated January 31, 1996
Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Notes Due 1999
The Global Medium-Term Notes, Series D (Euro Floating Rate Senior Bearer Notes
Due 1999) described in this Pricing Supplement (the "Notes") will mature on
the Maturity Date. The Notes will not be redeemable at the option of Morgan
Stanley Group Inc. (the "Company") prior to the Maturity Date other than under
the circumstances described under "Description of Notes - Tax Redemption" in
the accompanying Prospectus Supplement.
The Notes will be issued only in bearer form, which form is further described
under "Description of Notes - Forms, Denominations, Exchange and Transfer" in
the accompanying Prospectus Supplement. Notes in bearer form will not be
exchangeable at any time for Notes in registered form at the option of the
holder.
The Global Medium-Term Notes, Series D of the Company, including the Notes,
have been listed on the International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited (the "London Stock Exchange").
The Notes are further described under "Description of Notes - Floating Rate
Notes" in the accompanying Prospectus Supplement, except that to the extent
the terms described below are inconsistent with such description, the terms
described below shall control.
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PRINCIPAL AMOUNT: INTEREST ACCRUAL DATE: INTEREST PAYMENT DATES:
DEM 400,000,000 February 21, 1996 Interest will be payable quarterly in
arrears on each day (each an "Interest
Payment Date") that corresponds
MATURITY DATE: INITIAL INTEREST RATE: numerically to the preceding Interest
February 21, 1999, or if such date is To be determined on Payment Date (or in the case of the
not a Business Day, the next succeeding February 19, 1996 first Interest Payment Date, the Issue
Business Day Date) in the calendar month that is
three months after the previous Interest
INITIAL INTEREST RESET Payment Date (or in the case of the
SETTLEMENT AND ISSUE DATE: DATE: May 21, 1996 first Interest Payment Date, the Issue
February 21, 1996 Date) or if there is not any such
numerically corresponding date in the
MAXIMUM INTEREST RATE: calendar month, the Interest Payment
ISSUE PRICE: 99.88% N/A Date shall be the last day that is a
Business Day in that month. In either
case, if such date is not a Business Day
SPECIFIED CURRENCY: MINIMUM INTEREST RATE: then the Interest Payment Date will be
Deutsche Marks N/A the next day which is a Business Day
unless it would thereby fall into the next
calendar month in which case it will be
BASE RATE: LIBOR INITIAL REDEMPTION DATE: brought forward to the first preceding
N/A Business Day. If any Interest Payment
Date falls on the last Business Day of
INDEX MATURITY: 3 Months INITIAL REDEMPTION any month, each subsequent Interest
PERCENTAGE: N/A Payment Date shall be the last Business
Day of the relevant month.
SPREAD (PLUS OR MINUS):
Plus 0.1875% per annum ANNUAL REDEMPTION INTEREST PAYMENT PERIOD:
PERCENTAGE REDUCTION: N/A Quarterly
ALTERNATE RATE EVENT INTEREST RESET PERIODS:
SPREAD: N/A The period from and including the first
OPTIONAL REPAYMENT DATE(S): Interest Payment Date to but excluding
N/A the second Interest Payment Date and
SPREAD MULTIPLIER: N/A each successive period beginning on,
and including, an Interest Payment
Designated LIBOR Page: Date and ending on, but excluding, the
COMMON CODE: 6377165 TELERATE 3750 next succeeding Interest Payment Date
ISIN: XS0063771652
INTEREST RESET DATES:
The first Interest Payment Date and
each successive Interest Payment Date
thereafter
CALCULATION AGENT:
Chemical Bank
INDEX CURRENCY:
Deutsche Marks
TOTAL AMOUNT OF OID:
None
ORIGINAL YIELD TO MATURITY:
N/A
INITIAL ACCRUAL PERIOD OID:
N/A
MINIMUM DENOMINATIONS:
DEM 1,000
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Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
Subject to the terms and conditions set forth or incorporated by reference
in a Terms Agreement dated as of February 7, 1996 between the Company and the
underwriters named below (the "Managers"), the Company has agreed to sell, and
the Managers have agreed to purchase, severally but not jointly, at a Purchase
Price of 99.68%, an aggregate of DEM 400,000,000 principal amount of the
Notes. The Purchase Price equals the Issue Price to the public of the Notes
less a selling concession of .1%, and a combined management and underwriting
commission of .1% of the principal amount of the Notes. After the initial
offering of the Notes, the offering price and other selling terms may from
time to time be varied by the Managers.
Each Manager has agreed that (i) it has not offered or sold and will not
offer or sell any Notes to persons in the United Kingdom prior to admission of
such Notes to listing in accordance with Part IV of the Financial Services Act
1986 (the "Act"), except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995 or the Act; (ii) it has complied with and will comply with
all applicable provisions of the Act with respect to anything done by it in
relation to the Notes in, from or otherwise involving the United Kingdom; and
(iii) it has only issued or passed on and will only issue or pass on in the
United Kingdom any document received by it in connection with the issue of the
Notes, other than any document which consists of or any part of listing
particulars, supplementary listing particulars or any other document required
or permitted to be published by listing rules under Part IV of the Act, to a
person who is of a kind described in Article 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to
whom such document may otherwise lawfully be issued or passed on.
Morgan Stanley Bank AG
Bayerische Landesbank Girozentrale DG BANK Deutsche Genossenschaftsbank
Bayerische Vereinsbank Aktiengesellschaft Dresdner Bank Aktiengesellschaft
Bear, Stearns International Limited Merrill Lynch Bank AG
BHF-BANK Aktiengesellschaft Schweizerische Bankgesellschaft
Creditanstalt-Bankverein (Deutschland) AG
Commerzbank Aktiengesellschaft Schweizerischer Bankverein
Deutsche Bank Aktiengesellschaft (Deutschland) AG
Westdeutsche Landesbank Girozentrale
