PROSPECTUS Dated January 24, 1997 Pricing Supplement No. 19 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-18005
Dated February 21, 1997 Dated March 12, 1997
Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Callable Floating Rate Notes Due 2002
-------------
The Global Medium-Term Notes, Series D (Callable Floating Rate
Notes Due 2002) described in this Pricing Supplement (the "Notes") will mature
on the Maturity Date. The Notes will be redeemable, in whole or in part, at
the option of Morgan Stanley Group Inc. (the "Company") at par on the Interest
Payment Date in April 1999 and on each Interest Payment Date thereafter, with
30 to 60 calendar days notice, and also 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.
Application has been made to the London Stock Exchange Limited
(the "London Stock Exchange") for the Notes to be admitted to the Official
List.
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.
PRINCIPAL AMOUNT: Pound Sterling200,000,000
MATURITY DATE: April 2, 2002
SETTLEMENT AND DATE OF ISSUANCE: April 3, 1997
INTEREST ACCRUAL DATE: April 3, 1997
ISSUE PRICE: 99.87%
SPECIFIED CURRENCY: U.K. Sterling
REDEMPTION DATES: Redeemable, in whole or in part, at the option of the
Company upon 30 to 60 calendar days notice on the
Interest Payment Date in April 1999 and on each Interest
Payment Date thereafter
REDEMPTION PERCENTAGE: 100%
ANNUAL REDEMPTION PERCENTAGE REDUCTION: N/A
OPTIONAL REPAYMENT DATE(S): N/A
TOTAL AMOUNT OF OID: None
ORIGINAL YIELD TO MATURITY: N/A
INITIAL ACCRUAL PERIOD OID: N/A
OTHER PROVISIONS: Interest will be calculated on an actual/actual day basis.
Notes in permanent bearer form may be exchanged for
definitive bearer notes, in whole but not in part, (i)
at the option of the holder upon 30 days' written
notice, (ii) in the event any depositary for the Notes
ceases to operate as a clearing agency or (iii) in the
event of a default in respect of the Notes.
BASE RATE: LIBOR
SPREAD (PLUS OR MINUS): Plus 0.15% per annum
SPREAD MULTIPLIER: N/A
ALTERNATE RATE EVENT SPREAD: N/A
INDEX CURRENCY: U.K. Sterling
INDEX MATURITY: 3 Months
MAXIMUM INTEREST RATE: N/A
MINIMUM INTEREST RATE: N/A
INITIAL INTEREST RATE: To be determined on the date of issuance
INITIAL INTEREST RESET DATE: The Interest Payment Date next succeeding April
3, 1997
INTEREST RESET DATES: Each Interest Payment Date
INTEREST RESET PERIODS: The period from and including an Interest Payment
Date to but excluding the immediately succeeding
Interest Payment Date
INTEREST PAYMENT DATES: Interest will be payable quarterly in arrears on
each day (each an "Interest Payment Date") that
corresponds numerically to the preceding Interest
Payment Date (or in the case of the first Interest
Payment Date, the Date of Issuance) in the
calendar month that is three months after the
previous Interest Payment Date (or in the case of
the first Interest Payment Date, the Date of
Issuance) or if there is not any such numerically
corresponding date in such calendar month, the
Interest Payment 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 then the
Interest Payment Date will be the next day which
is a Business Day unless it would thereby fall
into the next calendar month in which case it will
be brought forward to the first preceding Business
Day. If any Interest Payment Date falls on the
last Business Day of any month, each subsequent
Interest Payment Date shall be the last Business
Day of the relevant month. Notwithstanding the
above, the final Interest Payment Date shall be
April 2, 2002.
REFERENCE SCREEN: TELERATE 3750
CALCULATION AGENT: The Chase Manhattan Bank (London branch)
DENOMINATIONS: Pound Sterling100,000
COMMON CODE: 7486073
ISIN: XS0074860734
The Company has agreed to sell, and the underwriters named
below (the "Managers") have agreed to purchase, severally but not jointly,the
principal amount of Notes set forth opposite their respective names below at a
net price of 99.62% which Notes were reoffered at a price of 99.87%. The
Purchase Price equals the Issue Price to the public of the Notes less a selling
concession of .05% and a combined management and underwriting commission of
.20% of the principal amount of the Notes. The Managers propose to offer the
Notes directly to investors initially at the issue price set forth on the
cover page hereof. After the initial offering of the Notes, the offering
price and other selling terms may from time to time be varied by the Managers.
<TABLE>
<CAPTION>
Name Principal Amount of Notes
- ---- -------------------------
<S> <C>
Morgan Stanley & Co. International Limited................................... Pound Sterling144,000,000
Dean Witter International Ltd................................................ 20,000,000
ABN AMRO Bank N.V............................................................ 3,000,000
Barclays de Zoete Wedd Limited............................................... 3,000,000
Bear, Stearns International Limited.......................................... 3,000,000
Kleinwort Benson Limited..................................................... 3,000,000
Midland Bank plc............................................................. 3,000,000
NatWest Capital Markets Limited (as agent for National
Westminster Bank Plc)....................................................... 3,000,000
PaineWebber International (U.K.) Ltd......................................... 3,000,000
Sanwa International plc...................................................... 3,000,000
Societe Generale............................................................. 3,000,000
Swiss Bank Corporation....................................................... 3,000,000
Tokyo-Mitsubishi International plc........................................... 3,000,000
UBS Limited.................................................................. 3,000,000
-------------------------
Total....................................................... Pound Sterling200,000,000
=========================
</TABLE>
Capitalized terms not defined above have the meanings given to
such terms in the accompanying Prospectus Supplement.
MORGAN STANLEY & CO. DEAN WITTER INTERNATIONAL Ltd
International
ABN AMRO HOARE GOVETT BARCLAYS DE ZOETE WEDD LIMITED
BEAR, STEARNS INTERNATIONAL LIMITED DRESDNER KLEINWORT BENSON
HSBC MARKETS NATWEST MARKETS
PAINEWEBBER INTERNATIONAL (U.K.) LTD. SANWA INTERNATIONAL PLC
SOCIETE GENERALE SBC WARBURG
TOKYO-MITSUBISHI INTERNATIONAL PLC
A DIVISION OF SWISS BANK CORPORATION
UBS LIMITED
