PROSPECTUS Dated January 24, 1997 Pricing Supplement No. 31 to
PROSPECTUS SUPPLEMENT Registration Statement No. 333-18005
Dated February 21, 1997 Dated April 16, 1997
Rule 424(b)(3)
Morgan Stanley Group Inc.
GLOBAL MEDIUM-TERM NOTES, SERIES D
Euro Floating Rate Senior Bearer Notes Due April 1999
The Global Medium-Term Notes, Series D (Euro Floating Rate
Senior Bearer Notes Due April 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. 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.
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: LIT 250,000,000,000
MATURITY DATE: April 30, 1999
SETTLEMENT AND DATE OF ISSUANCE: April 30, 1997
INTEREST ACCRUAL DATE: April 30, 1997
ISSUE PRICE: 99.95%
SPECIFIED CURRENCY: Italian Lira ("LIT")
REDEMPTION PERCENTAGE AT MATURITY: 100%
INITIAL REDEMPTION DATE: N/A
INITIAL REDEMPTION PERCENTAGE: N/A
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
BASE RATE: LIBOR
SPREAD (PLUS OR MINUS): Plus 0.05% per annum
SPREAD MULTIPLIER: N/A
ALTERNATE RATE EVENT SPREAD: N/A
INDEX CURRENCY: Italian Lira
INDEX MATURITY: 3 months
MAXIMUM INTEREST RATE: N/A
MINIMUM INTEREST RATE: N/A
INTEREST PAYMENT DATES: Interest will be payable quarterly in arrears on the
30th day of each January, April, July and October
(each an "Interest Payment Date"), commencing July
30, 1997.
INTEREST PAYMENT PERIOD: Quarterly
INITIAL INTEREST RATE: To be determined 2 London Banking Days prior to the
Date of Issuance.
INTEREST RESET DATES: Each Interest Payment Date
INITIAL INTEREST RESET DATE: July 30, 1997
INTEREST RESET PERIODS: The period from and including an Interest Reset Date
to but excluding the immediately succeeding
Interest Reset Date.
REPORTING SERVICE: Telerate 3740
CALCULATION AGENT: The Chase Manhattan Bank (London Branch)
PAYING AGENT: The Chase Manhattan Bank (London Branch)
DENOMINATIONS: LIT 5,000,000 and 50,000,000
COMMON CODE: 7582234
ISIN: XS0075822345
OTHER PROVISIONS: Notes in permanent global 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.
Plan of Distribution:
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 99.80% which Notes were reoffered at a price of 99.95%. The Purchase Price
equals the Issue Price to the public of the Notes less a selling concession of
.10% and a combined management and underwriting commission of .05% 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.
Capitalized terms not defined above have the meanings given to such terms in
the accompanying Prospectus Supplement.
<TABLE>
<CAPTION>
Name Principal Amount of Notes
- -------------------------------------------------------------------------------- ---------------------------
<S> <C>
Credito Italiano S.P.A.......................................................... LIT 45,000,000,000
Morgan Stanley & Co. International Limited...................................... 190,000,000,000
Cariplo - Cassa Di Risparmio Delle Provincie Lombarde SPA....................... 3,000,000,000
Dean Witter International Ltd................................................... 3,000,000,000
Merrill Lynch International..................................................... 3,000,000,000
Banca Commerciale Italiana...................................................... 1,000,000,000
Banca Nazionale del Lavoro SpA.................................................. 1,000,000,000
Banca di Roma................................................................... 1,000,000,000
Caboto Holding Sim SPA.......................................................... 1,000,000,000
IMI Bank (Lux) S.A.............................................................. 1,000,000,000
Istituto Bancario San Paolo di Torino S.p.A..................................... 1,000,000,000
---------------
Total.................................................................. LIT 250,000,000,000
==+=================
</TABLE>
CREDITO ITALIANO MORGAN STANLEY & CO.
International
CARIPLO SPA
Dean Witter International Ltd.
Merrill Lynch International
Banca Commerciale Italiana CABOTO HOLDING SIM SPA
Banca Nazionale del Lavoro IMI Bank (Lux) S.A.
Banca di Roma Istituto Bancario San Paolo
Gruppo Cassa di Risparmio di Roma di Torino S.p.A.
