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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 1996
MORGAN STANLEY GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9085 13-2838811
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1585 Broadway, New York, New York 10036
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (212) 761-4000
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Item 7(c). Exhibits
8.16 Tax Opinion of Davis Polk & Wardwell, dated June 14, 1996,
relating to the registrant's Equity Linked Notes due June 14,
1997, as described in Amendment No. 1 dated June 6, 1996 to
Pricing Supplement No. 6 dated May 15, 1996 to the Prospectus
Supplement dated May 2, 1996 and the Prospectus dated May 1,
1996 related to Registration Statement No. 333-01655.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MORGAN STANLEY GROUP INC.
Registrant
/s/ Patricia A. Kurtz
__________________________
Name: Patricia A. Kurtz
Title: Assistant Secretary
Date: June 20, 1996
Index to Exhibits
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Exhibit No. Description
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8.16 Tax Opinion of Davis Polk & Wardwell, dated
June 14, 1996, relating to the registrant's
Equity Linked Notes due June 14, 1997, as described
in Amendment No. 1 dated June 6, 1996 to Pricing
Supplement No. 6 dated May 15, 1996 to the Prospectus
Supplement dated May 2, 1996 and the Prospectus dated
May 1, 1996 related to Registration Statement
No. 333-01655.
Exhibit 8.16
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4571
June 14, 1996
Morgan Stanley Group Inc.
1585 Broadway
New York, NY 10036
Re: Morgan Stanley Group Inc.
Equity Linked Notes Due June 14, 1997
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Dear Sirs:
We have acted as special tax counsel for you in connection with the
issuance of your $35,300,000 aggregate principal amount Equity Linked Notes
Due June 14, 1997 (the "Notes"). In our opinion, the discussion set forth
below is a summary of the material U.S. federal income and estate tax
considerations that are generally relevant to holders of the Notes. The
summary is based on tax laws in effect as of the date hereof, which are
subject to change by legislative, judicial or regulatory action that in some
cases may have retroactive effect. This summary does not address all of the
tax considerations that may be relevant to a holder in light of such holder's
particular circumstances. In particular, this summary does not deal with
persons subject to special rules, such as persons other than Foreign Holders,
nonresident alien individuals that have lost United States citizenship or that
have ceased to be treated as resident aliens, corporations that are treated as
foreign or domestic personal holding companies, controlled foreign
corporations, or passive foreign investment companies and Foreign Holders that
are owned or controlled by persons subject to United States income tax. This
summary also does not deal with holders other than initial holders of the
Notes who purchase Notes at the Issue Price.
The Notes will be treated as debt of the Company for United States
federal income tax purposes. Accordingly, a Foreign Holder will generally not
be subject to United States federal income taxes, including withholding taxes,
on the payments of the Par and the Supplemental Redemption Amount, if any, on
a Note, or any gain arising from the sale or disposition of a Note, provided
that (i) any such income is not effectively connected with the conduct of a
trade or business within the United States, (ii) such Foreign Holder is not a
person who owns (directly or by attribution) ten percent or more of the total
combined voting power of all classes of stock of the Company, (iii) the
Foreign Holder (if an individual) is not present in the United States 183 days
or more during the taxable year of the disposition, and (iv) the Foreign
Holder does not have a "tax home" (as defined in section 911(d)(3) of the
Code) or an office or other fixed place of business in the United States.
The 31% "backup" withholding and information reporting requirements
will generally not apply to the payments by the Company or its agents of the
Par and the Supplemental Redemption Amount, if any, and to proceeds of the
sale or redemption of a Note before maturity, with respect to a Foreign
Holder. Any amounts withheld from a payment to a Foreign Holder under the
backup withholding rules will be allowed as a credit against such Holder's
United States federal income tax liability and may entitle such Holder to a
refund, provided that the required information is furnished to the United
States Internal Revenue Service (the "Service").
A Note held by an individual who at the time of his death is not a
citizen or domiciliary of the United States will not be subject to United
States federal estate tax as a result of such individual's death, provided
that (i) interest paid to such individual on such Note would not be
effectively connected with the conduct by such individual of a trade or
business within the United States and (ii) such individual is not a person who
owns (directly or by attribution) ten percent or more of the total combined
voting power of all classes of stock of the Company.
There can be no assurance that the ultimate tax treatment of the Note
would not differ significantly from the description herein. Prospective
investors should be urged to consult their tax advisors as to the possible
consequences of holding the Notes.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the offering of the Notes. We also consent
to the use of our name under the caption "United States Federal Taxation" in
the pricing supplement relating to the Notes (the "Pricing Supplement").
Capitalized terms appearing herein and not defined have the meanings assigned
to such terms in the Pricing Supplement.
Very truly yours,
Davis Polk & Wardwell
