<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)
Morgan Stanley Group Inc.
-------------------------
(Name of Issuer)
Common Stock, $1.00 par value
-----------------------------
(Title of Class of Securities)
617446 10 9
--------------
(CUSIP Number)
Jonathan M. Clark, Esq.
General Counsel and Secretary
Morgan Stanley Group Inc.
1251 Avenue of the Americas
New York, NY 10020
(212) 703-4000
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 29, 1993
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Check the following box if a fee is being paid with this statement: [ ]
<PAGE>
S C H E D U L E 1 3 D
CUSIP No. 617446109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
Richard B. Fisher
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of Shares Beneficially Owned by Each Reporting Person With
7. SOLE VOTING POWER
less than 1%
8. SHARED VOTING POWER
26,732,516
9. SOLE DISPOSITIVE POWER
3-4%
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,733,210
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
S C H E D U L E 1 3 D
CUSIP No. 617446109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
John J. Mack
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of Shares Beneficially Owned by Each Reporting Person With
7. SOLE VOTING POWER
less than 1%
8. SHARED VOTING POWER
26,732,516
9. SOLE DISPOSITIVE POWER
1-2%
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,733,210
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
S C H E D U L E 1 3 D
CUSIP No. 617446109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
Anson M. Beard, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of Shares Beneficially Owned by Each Reporting Person With
7. SOLE VOTING POWER
less than 1%
8. SHARED VOTING POWER
26,732,516
9. SOLE DISPOSITIVE POWER
1-2%
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,768,360
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
S C H E D U L E 1 3 D
CUSIP No. 617446109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
Barton M. Biggs
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of Shares Beneficially Owned by Each Reporting Person With
7. SOLE VOTING POWER
less than 1%
8. SHARED VOTING POWER
26,732,516
9. SOLE DISPOSITIVE POWER
1-2%
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,733,210
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
S C H E D U L E 1 3 D
CUSIP No. 617446109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
John S. Wadsworth, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of Shares Beneficially Owned by Each Reporting Person With
7. SOLE VOTING POWER
less than 1%
8. SHARED VOTING POWER
26,732,516
9. SOLE DISPOSITIVE POWER
1-2%
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,733,210
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.8%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
S C H E D U L E 1 3 D
CUSIP No. 617446109
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
Each of the persons described on Appendix A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X] (b) [ ]
(Applies to each person listed on Appendix A)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00 (Applies to each person listed on Appendix A)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
(Applies to each person listed on Appendix A)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
As stated on Appendix A
Number of Shares Beneficially Owned by Each Reporting Person With
7. SOLE VOTING POWER
less than 1% (Applies to each person
listed on Appendix A)
8. SHARED VOTING POWER
26,732,516 (Applies to each person listed
on Appendix A)
9. SOLE DISPOSITIVE POWER
Less than 1% (Applies to each person
listed on Appendix A)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
As stated on Appendix A.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
(Applies to each person listed on Appendix A)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
As stated on Appendix A.
14. TYPE OF REPORTING PERSON
IN (Applies to each person listed on Appendix A)
<PAGE>
THE FOLLOWING APPLY TO EACH PERSON LISTED ON APPENDIX A:
LINE 2: Box "A" applies
LINE 4: 00
LINE 5: Box is not applicable.
LINE 7: Less than 1%
LINE 8: 26,732,516
LINE 9: Less than 1%
LINE 10: Not applicable
LINE 12: Box is not applicable.
LINE 14: IN
<PAGE>
<TABLE>
<CAPTION>
LINE 1 LINE 6 LINE 11 LINE 13
Aggregate Percent of Class
Amount Represented By
NAME Citizenship Beneficially Held Amount in Line 11
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
AARON, DEBRA M. USA 26,732,845 33.8%
ABBEY, SCOTT G. USA 26,733,080 33.8%
ABDEL-MEGUID, TAREK F. USA 26,732,911 33.8%
ABE, MITSUHIRO Japan 26,732,516 33.8%
ABOURACHED, CHARBEL E. USA 26,732,764 33.8%
ABRAMOVITZ, DEBRA USA 26,732,779 33.8%
ADAMS, JOHN C. USA 26,732,756 33.8%
AHN, CHI HUN Korea 26,732,516 33.8%
ALBERS, ALEXANDRIA USA 26,732,825 33.8%
ALKIRE, JOHN R. USA 26,732,613 33.8%
ALLEN, PETER G. USA 26,733,089 33.8%
ALLEY, STEVEN J. USA 26,732,760 33.8%
ALLWIN, JAMES M. USA 26,733,165 33.8%
ALMERINI, LOUIS A. USA 26,732,794 33.8%
AMATO, DANIELLE D. USA 26,732,833 33.8%
ANDA, JON A. USA 26,732,805 33.8%
ANDRYC, PHILIP J. USA 26,733,030 33.8%
ANFANG, RICHARD L. USA 26,732,756 33.8%
ANGEVINE, ROBERT E. USA 26,732,878 33.8%
ANTONACCI, CARMINE USA 26,735,799 33.8%
ARMITAGE, MICHAEL R. UK 26,732,516 33.8%
ARMSTRONG, JOHN G. UK 26,737,174 33.8%
ATKINSON, RICHARD N. UK 26,732,516 33.8%
ATKINS, CHARLES N. USA 26,732,632 33.8%
ATWELL, R. WAYNE USA 26,732,610 33.8%
AYERS, JONATHAN W. USA 26,732,784 33.8%
BADER, JOAN R. USA 26,732,821 33.8%
BAIRD, STEPHEN W. USA 26,733,310 33.8%
BALSBAUGH, R. DUNCAN USA 26,732,791 33.8%
BANDEEN, BONNIE MIAO USA 26,734,745 33.8%
BANDEEN, ROBERT D. Canada 26,732,748 33.8%
BARBER, RICHARD T. USA 26,733,429 33.8%
BARBER, THOMAS K. Canada 26,732,516 33.8%
BARTH-WEHRENALP, GERALD P. USA 26,732,771 33.8%
BARTOLOTTA, FRANK J. USA 26,732,841 33.8%
BASES, EDWARD H. USA 26,732,700 33.8%
BAYER, JEROME W. USA 26,732,829 33.8%
BECHTEL, KAREN H. USA 26,733,118 33.8%
BEECHER, DIANA E. USA 26,733,171 33.8%
BELL, JAMES J. USA 26,732,678 33.8%
BENARDETE, STEVEN M. USA 26,734,362 33.8%
BENJAMIN JR, S. NICOLL USA 26,732,873 33.8%
BERGMAN, BARRY USA 26,732,746 33.8%
BERGMAN, JEROME USA 26,732,780 33.8%
BERG, JENNIFER H. USA 26,732,740 33.8%
BILSBY, KEVIN A. UK 26,732,516 33.8%
BIRDSALL, JOHN S. USA 26,732,770 33.8%
BLAIN, PAUL F. UK 26,736,474 33.8%
BLAIR, DAVID H. USA 26,733,003 33.8%
BLAIS, WILLIAM L. USA 26,733,080 33.8%
BODSON, MICHAEL C. USA 26,732,791 33.8%
BOHL, THERESA J. USA 26,732,763 33.8%
BOK, SCOTT L. USA 26,732,773 33.8%
BONOFF, AMY L. USA 26,733,085 33.8%
BOOKSTABER, RICHARD M. USA 26,732,821 33.8%
BOPP, WALTER S. USA 26,733,030 33.8%
BOROSH, DAVID A. USA 26,732,516 33.8%
BOSCO, ANTHONY B. USA 26,732,770 33.8%
BOUTROS, GEORGE Lebanon 26,732,756 33.8%
BRADEN, WYTHE E. USA 26,732,879 33.8%
BRADFORD, LESLIE EMBS USA 26,733,255 33.8%
BRAKEBILL, SCOTT R. USA 26,732,805 33.8%
BRENNAN, DONALD P. USA 26,733,210 33.8%
BRESLOW, STUART J.M. USA 26,732,810 33.8%
BRIERWOOD, DAVID C. UK 26,737,021 33.8%
BROCK, WILLIAM G. Canada 26,744,808 33.8%
BROOKE, PAUL A. USA 26,733,003 33.8%
BROWNE, KEVIN J. USA 26,732,797 33.8%
BROWN, JEFFRY P. USA 26,732,797 33.8%
BROWN, KEITH UK 26,753,770 33.8%
BRUNDLER, ADOLF Switzerland 26,732,516 33.8%
BRYCE, COLIN UK 26,736,637 33.8%
BUBB, NICHOLAS UK 26,736,050 33.8%
BUCK, LEE M. USA 26,736,279 33.8%
BUNCHE JR, RALPH J. USA 26,732,851 33.8%
BURNS, DENNIS J. USA 26,733,030 33.8%
BUSCH, MAY C. USA 26,732,768 33.8%
BUTT, STEPHEN C. UK 26,758,458 33.8%
BYRNES, FRANCIS J. USA 26,732,682 33.8%
CALDECOTT, P. DOMINIC UK 26,738,778 33.8%
CAPPUCCI, GUY T. USA 26,732,727 33.8%
CAPUTO, A. MACDONALD USA 26,733,165 33.8%
CAREY, JAMES P. USA 26,732,907 33.8%
CARLETON, BRUCE T. USA 26,740,530 33.8%
CARLTON, PAMELA G. USA 26,732,797 33.8%
CARR JR, LOUIS J. USA 26,733,165 33.8%
CARROLL JR, JESSE L. USA 26,739,228 33.8%
CARRON, ELLEN F. USA 26,732,967 33.8%
CASSEDY, MICHAEL J. USA 26,732,874 33.8%
CASTELLANO, RICHARD R. USA 26,732,789 33.8%
CHAMBERLAIN, STEPHEN P. UK 26,735,974 33.8%
CHAMMAH, WALID A. Lebanon 26,732,516 33.8%
CHAN, JOE M.F. Hong Kong 26,732,516 33.8%
CHENEVIX-TRENCH, JONATHAN UK 26,732,516 33.8%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CHESTER III, JOHN E. USA 26,732,797 33.8%
CHIN, EAN WAH Malaysia 26,732,516 33.8%
CHURCHOUSE, FREDERICK P. New Zealand 26,732,516 33.8%
CLARK, JONATHAN M. USA 26,732,516 33.8%
CLARK, MAYREE C. USA 26,733,003 33.8%
CLARK, WILLIAM THOMAS USA 26,734,343 33.8%
CLEMENTE LA BRUM, J. PAUL USA 26,733,460 33.8%
CLEPHANE, THOMAS P. USA 26,733,030 33.8%
CLIFFORD, KENNETH F. USA 26,732,774 33.8%
COBBY, NIGEL UK 26,734,858 33.8%
COHAN, TIMOTHY P. USA 26,732,762 33.8%
COHEN, DAVID L. USA 26,732,817 33.8%
COLBY-JONES, LISA R. USA 26,732,829 33.8%
COLEMAN JR, JOHN C. USA 26,735,776 33.8%
COLEY II, JAMES C. USA 26,732,756 33.8%
COLE, JAMES S. USA 26,732,852 33.8%
COOK, PETER T. USA 26,733,938 33.8%
COOPER, ALASTAIR W.P. UK 26,732,516 33.8%
COOPER, SCOTT H. Canada 26,732,756 33.8%
CORDNER, CARTER W. USA 26,732,797 33.8%
CORRADO, CHRISTOPHER F. USA 26,732,764 33.8%
CORSI, STEFANO Italy 26,732,782 33.8%
CORY, CHARLES R. USA 26,732,817 33.8%
COUGHLAN, GERALD E. Canada 26,732,516 33.8%
COWAN, MICHAEL J.J. UK 26,738,050 33.8%
COWNIE, STEVEN R. USA 26,733,821 33.8%
COYNER, KEVIN B. USA 26,732,753 33.8%
CRANDALL, TERRANCE M. USA 26,732,841 33.8%
CREGAN, JOHN F. USA 26,732,874 33.8%
CRESHAM, EILEEN F. USA 26,733,280 33.8%
CRNKOVICH, PETER N. USA 26,733,417 33.8%
CROWDER, GARRY B. USA 26,732,802 33.8%
CROWE, MICHAEL A. USA 26,732,867 33.8%
CRUZ, ZOE Greece 26,733,003 33.8%
CRYSTAL, BRUCE A. USA 26,732,808 33.8%
CUMMINS, NEIL A. USA 26,738,158 33.8%
CURLEY, JOHN F. USA 26,733,206 33.8%
CUSHMAN JR, ALLERTON USA 26,733,268 33.8%
DAL LAGO, FRANK C. USA 26,732,762 33.8%
D'ANGELO, PETER J. USA 26,732,922 33.8%
DANIEL, PAUL R. UK 26,740,746 33.8%
D'ANTONIO, STEPHEN H. USA 26,732,721 33.8%
DAVIDSON III, NORTON A. USA 26,740,576 33.8%
DAVIDSON, JOHN H. USA 26,733,198 33.8%
DAVIS JR, JOSEPH F. USA 26,732,908 33.8%
DAVIS, BARRY USA 26,732,904 33.8%
DAVIS, FLORENCE A. USA 26,732,821 33.8%
DAWSON, KENNETH E. UK 26,737,340 33.8%
DE CHAZAL, GUY L. USA 26,733,603 33.8%
DE COTIS, DEBORAH A. USA 26,733,030 33.8%
DE MONTFORT, PIERS UK 26,736,665 33.8%
DE REGT, KENNETH M. USA 26,733,118 33.8%
DE SAINT-AIGNAN, PATRICK USA 26,733,118 33.8%
DE WAZIERS, MARTIN France 26,732,797 33.8%
DEAN, GORDON G. USA 26,732,756 33.8%
DEAN, ANGELA H. UK 26,732,516 33.8%
DEE, MICHAEL E. USA 26,732,784 33.8%
DESALVO, MATTHEW S. USA 26,733,735 33.8%
DEYOUNG, ROBERT G. USA 26,733,473 33.8%
DHAR, MADHAV India 26,733,382 33.8%
DIDIER, NICHOLAS V. Luxembourg 26,732,698 33.8%
DIXON, ROBERT D. USA 26,732,678 33.8%
DOHA, NASEER Bangladesh 26,732,516 33.8%
DONOGHUE, MICHAEL J. USA 26,732,726 33.8%
DORAN JR, WILLIAM M. USA 26,733,003 33.8%
DOSHI, MIHIR J. India 26,732,724 33.8%
DOYLE, GAVIN J. USA 26,736,883 33.8%
DUFF, PHILIP N. USA 26,732,789 33.8%
DUNO, ALPHONSUS J. USA 26,732,764 33.8%
DYER, LAWRENCE J. USA 26,732,761 33.8%
EGAN, GEORGE W. USA 26,732,801 33.8%
ELSWOOD, MARK H. UK 26,738,190 33.8%
ENDROM, ELIZABETH M. USA 26,732,774 33.8%
ENGLISH JR, FRANK E. USA 26,732,874 33.8%
ERENBERG, HARVEY B. USA 26,734,897 33.8%
ESAKI, HOWARD Y. USA 26,732,516 33.8%
ESSIG, KARL P. USA 26,734,350 33.8%
ESTES, SUSAN M. USA 26,732,797 33.8%
EVANS, R. BRADFORD USA 26,733,206 33.8%
FAN, LINDA C. USA 26,732,784 33.8%
FAWCETT, AMELIA C. USA 26,732,785 33.8%
FEDUNIAK, ROBERT B. USA 26,733,210 33.8%
FEIGELES, EDWARD M. USA 26,732,678 33.8%
FELDMAN, KIRSTEN J. Canada 26,733,013 33.8%
FELIX, RICHARD B. USA 26,733,227 33.8%
FELLOWS, BOYD W. USA 26,732,747 33.8%
FEUERMAN, KURT A. USA 26,732,728 33.8%
FIEDOREK, BRUCE D. USA 26,733,165 33.8%
FINNEGAN, DANIEL M. USA 26,732,678 33.8%
FINNICAN, PETER M. USA 26,732,753 33.8%
FISHER IV, GEORGE ROSS USA 26,733,603 33.8%
FITZJOHN, WENDY UK 26,734,864 33.8%
FLEISCHER, SPENCER C. USA 26,736,423 33.8%
FLOOD JR, EUGENE USA 26,732,825 33.8%
FLYNN, THOMAS J. USA 26,732,794 33.8%
FOGERTY, KEITH R. USA 26,732,709 33.8%
FOSTER, CEDRIC G. USA 26,733,492 33.8%
FOX, NIGEL UK 26,732,516 33.8%
FRALICK, JAMES S. USA 26,734,641 33.8%
FRANCESCOTTI, MARIO UK 26,749,056 33.8%
FRANCOIS-PONCET, ANDRE France 26,733,102 33.8%
FREEMAN, IVAN K. USA 26,732,773 33.8%
FRIEDMAN, CATHERINE J. USA 26,732,756 33.8%
FRIEDMAN, PHILIP W. USA 26,732,654 33.8%
FROST, RONALD X. USA 26,732,808 33.8%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
FUGELSANG, GEORGE N. USA 26,734,098 33.8%
GALBRAITH, EVAN G. USA 26,732,981 33.8%
GALGANO, V. JAMES USA 26,732,792 33.8%
GALLAGHER, PAUL J. USA 26,732,906 33.8%
GALPER, MIRON USA 26,732,789 33.8%
GARBER, VICTOR S. USA 26,732,839 33.8%
GARONZIK, NEAL USA 26,768,776 33.8%
GARTIN, CLINTON G. USA 26,732,870 33.8%
GARTLAND, ROBERT F. USA 26,733,118 33.8%
GAULT, BERNARD France 26,732,516 33.8%
GEORGE, TIMOTHY M. USA 26,733,030 33.8%
GIOBBE, EDWARD N. USA 26,732,841 33.8%
GIORGIO, MICHAEL C. USA 26,732,860 33.8%
GOEHRKE, GARY T. USA 26,733,480 33.8%
GOLDBERG, ALAN E. USA 26,733,030 33.8%
GOLDBERG, CRAIG USA 26,732,516 33.8%
GOLDSMITH, RICHARD A. USA 26,732,736 33.8%
GORDON, MARC W. USA 26,732,829 33.8%
GORT, MICHAEL A. USA 26,732,706 33.8%
GOULD III, RICHARD G. USA 26,742,835 33.8%
GRAY, STEPHEN E. UK 26,732,516 33.8%
GRAY, GORDON S. USA 26,733,118 33.8%
GREENSHIELDS, SIMON UK 26,732,816 33.8%
GRIFFIN, MARK W. Canada 26,732,769 33.8%
GRISHAM, JAMES WAYNE USA 26,732,789 33.8%
GRONQUIST, CATHERINE D. USA 26,732,795 33.8%
GRZECZKA, KEITH L. USA 26,732,746 33.8%
GULLEY, MARK R. USA 26,732,768 33.8%
GUTHEIM, PAUL G. USA 26,732,813 33.8%
HAFFNER, LYNN CARLOS USA 26,733,660 33.8%
HAGER, FRANCIS J. USA 26,732,746 33.8%
HALL II, PERRY E. USA 26,734,657 33.8%
HALL, C. BARROWS USA 26,733,003 33.8%
HAMILTON, PETER F. USA 26,732,790 33.8%
HAMMAR, BENGT Sweden 26,732,998 33.8%
HANEY, WILLIAM C. USA 26,733,373 33.8%
HARA, FUSAO Japan 26,732,516 33.8%
HARLAND, CHRISTOPHER M. USA 26,732,789 33.8%
HARMAN, WILLIAM R. USA 26,732,926 33.8%
HARPE, MICHAEL G. Canada 26,732,749 33.8%
HARRISON, MARK E. UK 26,733,334 33.8%
HASSEN, THOMAS E. USA 26,733,003 33.8%
HAVENS, JOHN P. USA 26,733,003 33.8%
HAYASHI, KAZUSHI Japan 26,732,516 33.8%
HAYES, MICHAEL A. UK 26,732,516 33.8%
HAYES, DAVID L. USA 26,732,678 33.8%
HAYTHE, DAVID O. USA 26,736,189 33.8%
HEGGLIN, DANIEL R. Switzerland 26,737,230 33.8%
HELLMERS, PAUL E. USA 26,732,802 33.8%
HEMEL, ERIC I. USA 26,732,516 33.8%
HENDRY, DANIELE N. Switzerland 26,732,516 33.8%
HEPBURN, JOHN K. Canada 26,745,830 33.8%
HIGGINS, WILLIAM X USA 26,732,878 33.8%
HILL II, JOSEPH W. USA 26,732,927 33.8%
HILZENRATH, EUGENE B. USA 26,732,792 33.8%
HINTZ, CHARLES B. USA 26,732,892 33.8%
HOCH, JAMES S. USA 26,732,756 33.8%
HOLLIHAN III, JOHN P. USA 26,732,874 33.8%
HOLZSCHUH, JEFFREY R. USA 26,732,813 33.8%
HOWELL, LAWRENCE M. USA 26,732,516 33.8%
HULLAR, JOHN P. USA 26,732,736 33.8%
HULTQUIST, TIMOTHY A. USA 26,749,062 33.8%
HUNEKE III, JOHN H. USA 26,732,857 33.8%
IMANISHI, JUN Japan 26,732,516 33.8%
ISASI, LUIS Spain 26,733,522 33.8%
IVERSON, KEITH W. Canada 26,732,829 33.8%
IVES, BRUCE S. USA 26,732,850 33.8%
JAMES, GEORGE MICHAEL USA 26,740,313 33.8%
JANSON, MICHAEL M. USA 26,734,017 33.8%
JARROLD, GEORGE F. USA 26,732,799 33.8%
JEFFE, ROBERT A. USA 26,733,118 33.8%
JENKINS, PAUL R. UK 26,737,764 33.8%
JOHANSSON, JERKER M. Sweden 26,732,756 33.8%
JOHNSON, DAVID USA 26,735,792 33.8%
JOHNSON, R. SHELDON USA 26,733,030 33.8%
JOHNSTON, CHARLES I. USA 26,732,889 33.8%
JONES, MARGARET K. USA 26,732,701 33.8%
JONES, ROBERT W. USA 26,734,618 33.8%
JUTERBOCK, THOMAS M. USA 26,733,303 33.8%
KAGEYAMA, TOSHIJI Japan 26,732,552 33.8%
KAMEN, ERIC M. USA 26,732,857 33.8%
KAMINS, HAROLD W. USA 26,732,653 33.8%
KANAREK, DOUGLAS H. USA 26,733,118 33.8%
KANI, TAKEO Japan 26,732,516 33.8%
KAPLAN, JOEL USA 26,732,909 33.8%
KARCHES, PETER F. USA 26,733,210 33.8%
KASANOFF, KATHRYN JONAS USA 26,732,720 33.8%
KASSAN, ALAN USA 26,732,684 33.8%
KASSIN, PHILIP USA 26,732,817 33.8%
KAUFFMAN, RICHARD L. USA 26,732,516 33.8%
KAZILIONIS, PAUL D. USA 26,732,817 33.8%
KELLEHER, THOMAS C. UK 26,732,516 33.8%
KELLNER, PETER L. USA 26,735,886 33.8%
KELLY, GEORGE J. USA 26,732,805 33.8%
KELLY, TIMOTHY D. USA 26,732,792 33.8%
KENT, DAVID S. Australia 26,732,516 33.8%
KENT, RONALD S. UK 26,734,512 33.8%
KIDWELL, JEFFREY S. USA 26,732,776 33.8%
KIHLE, DAG Norway 26,734,702 33.8%
KIMAK, MARK M. USA 26,732,813 33.8%
KIMBALL, PAUL G. USA 26,733,118 33.8%
KIMEDA, TOSHIO Japan 26,732,533 33.8%
KINDRED, JONATHAN B. USA 26,732,773 33.8%
KING, GEORGE USA 26,732,830 33.8%
KIRKLAND, DEREK G. USA 26,732,773 33.8%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
KISHIMOTO, SATOSHI Japan 26,732,516 33.8%
KNEISEL, WILLIAM J. USA 26,736,828 33.8%
KNOX, JOHN D. USA 26,732,752 33.8%
KOEDERITZ, CANDICE E. USA 26,733,105 33.8%
KOENEN, AUSTIN V. USA 26,732,961 33.8%
KOERLING, HEINRICH Germany 26,738,944 33.8%
KOLLAR, JOHN S. USA 26,732,516 33.8%
KOURAKOS JR, WILLIAM USA 26,732,769 33.8%
KRAUSE, PETER C. USA 26,733,091 33.8%
KRESSNER, J. THOMAS Sweden 26,735,136 33.8%
KROM III, FREDERICK B. USA 26,732,904 33.8%
KUPHALL, GRANT F. USA 26,732,791 33.8%
LA ROCHE, ELAINE USA 26,733,118 33.8%
LADD, SUSAN C. USA 26,732,759 33.8%
LAMOUNTAIN, JON USA 26,732,792 33.8%
LANCKSWEERT, DOMINIQUE Belgium 26,733,408 33.8%
LANDERS JR, JOHN Q. USA 26,732,610 33.8%
LANDI, ANTHONY J. USA 26,733,165 33.8%
LANDMAN, DAVID USA 26,732,795 33.8%
LANDRY, BRENDA LEE USA 26,734,954 33.8%
LANGSAM, JOSEPH A. USA 26,732,923 33.8%
LANZA, ROBERT W. USA 26,733,030 33.8%
LARKINS, GARY T. USA 26,732,841 33.8%
LARSON, ERIC J. USA 26,732,516 33.8%
LATAINER, GARY D. USA 26,732,917 33.8%
LAXMI, JOHN S. USA 26,733,097 33.8%
LAYNG, JOHN G. USA 26,733,908 33.8%
LEACH, BRIAN USA 26,732,749 33.8%
LEITCH, DONALD S. USA 26,732,749 33.8%
LEVINE, JOSHUA S. USA 26,732,783 33.8%
LEWIS JR, WILLIAM M. USA 26,733,003 33.8%
LICHNER, JEANNETTE A. USA 26,732,812 33.8%
LIU, ANDREW Y.S. UK 26,736,503 33.8%
LLOYD, ELAINE C. USA 26,732,789 33.8%
LOARIE, ROBERT J. USA 26,732,516 33.8%
MCDONNELL GAIL P. USA 26,732,516 33.8%
LORENTZEN, KENT R. USA 26,733,893 33.8%
LOURIE, JONATHAN H. USA 26,732,704 33.8%
LUND, DAVID USA 26,732,797 33.8%
LUNN, ROBERT J. USA 26,733,030 33.8%
LYCHE, IVER USA 26,732,940 33.8%
LYLES JR, RAY V. USA 26,732,906 33.8%
LYNCH, ELIZABETH W. USA 26,732,710 33.8%
MACKINNON, SUSAN L. USA 26,732,774 33.8%
MACKIN, JOHN J. USA 26,732,841 33.8%
MAGEE, STEVEN G. USA 26,732,767 33.8%
MAGUIRE, J. ROBERT USA 26,732,795 33.8%
MAHER, MICHAEL G. USA 26,733,092 33.8%
MAHONEY, JAMES P. USA 26,732,922 33.8%
MAHON, JAMES J. USA 26,733,677 33.8%
MAIT, MICHELE M. USA 26,733,441 33.8%
MAMDANI, MAHMOUD A. USA 26,732,756 33.8%
MANGI, JOSEPH A. USA 26,732,824 33.8%
MARKS, KENNETH R. USA 26,733,113 33.8%
MARTIN, M. PAUL USA 26,732,774 33.8%
MARTOCCHIO, DONALD A. USA 26,732,736 33.8%
MARX, JOHN ROBERT USA 26,732,825 33.8%
MASSEY, STEWART R. USA 26,732,781 33.8%
MASUCCI, FERDINAND D. USA 26,732,817 33.8%
MATSCHULLAT, ROBERT W. USA 26,733,210 33.8%
MAYNARD JR, WALTER USA 26,732,862 33.8%
MAZZILLI, PAUL J. USA 26,735,175 33.8%
MAZZUCCHELLI, MARCO G. Italy 26,732,516 33.8%
MCCARTHY, ANTHONY P. USA 26,732,906 33.8%
MCCLELLAND, W. CARTER USA 26,733,188 33.8%
MCCOMBE, WILLIAM D. Australia 26,732,789 33.8%
MCCONNELL, JOSEPH M. USA 26,733,766 33.8%
MCDONNELL, CLARK D. USA 26,732,811 33.8%
MCGEEHAN, JOHN D. USA 26,732,764 33.8%
MCKENZIE, RAYMOND J. USA 26,733,003 33.8%
MCLAUGHLIN, GREGORY USA 26,733,118 33.8%
MCMAHON, WILLIAM C. USA 26,733,854 33.8%
MERLIS, SCOTT F. USA 26,733,997 33.8%
MERRITT, PETER G. USA 26,732,684 33.8%
MERSON, VLADIMIR USA 26,732,780 33.8%
METZLER, ROBERT A. USA 26,733,165 33.8%
MEYER, JOSEPH F. USA 26,732,768 33.8%
MEYER, BRUCE A. USA 26,734,280 33.8%
MICHNOWICH, SALVATORE E. USA 26,733,325 33.8%
MILLER, PAUL S. USA 26,732,841 33.8%
MILUNOVICH, STEVEN M. USA 26,732,516 33.8%
MINERD, B. SCOTT USA 26,732,805 33.8%
MINK, SUSAN W. USA 26,733,010 33.8%
MINTON, PETER A. USA 26,732,570 33.8%
MIRABILE, KEVIN R. USA 26,732,736 33.8%
MISSETT, BRUCE M. USA 26,732,663 33.8%
MIZEN, GREG E. USA 26,732,784 33.8%
MLOTOK, PAUL D. USA 26,732,875 33.8%
MOELLER, SCOTT D. USA 26,733,825 33.8%
MOLE, MARIE L. USA 26,732,753 33.8%
MOLLOY, WILLIAM S. USA 26,733,003 33.8%
MOONIER, JAMES F. USA 26,732,733 33.8%
MOORE JR, DONALD A. USA 26,733,118 33.8%
MORAN, JOHN G. USA 26,732,922 33.8%
MORPHETT, JONATHAN G. USA 26,732,756 33.8%
MOSCATI, LEONARD F. USA 26,732,797 33.8%
MOTT, MARK A. USA 26,732,817 33.8%
MOURRE, MARC France 26,733,226 33.8%
MOZER, FRANCINE L. USA 26,732,797 33.8%
MULLER, THOMAS R. USA 26,732,792 33.8%
MUNEMURA, KENJI Japan 26,732,516 33.8%
MUNGER, STEPHEN R. USA 26,732,805 33.8%
MURPHY, CHARLES W. USA 26,732,647 33.8%
MURPHY, DANIEL H. USA 26,732,813 33.8%
MURPHY, KEVIN C. USA 26,732,753 33.8%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
MURPHY, WILLIAM A. USA 26,732,829 33.8%
MURRAY, PETER J. UK 26,732,516 33.8%
MURRAY, EILEEN K. USA 26,732,808 33.8%
MURRAY, MIRIAM E. USA 26,732,878 33.8%
NADOSY, PETER USA 26,733,165 33.8%
NAKADA, KENJI Japan 26,732,516 33.8%
NAKAGAWA, HIROSHI Japan 26,732,516 33.8%
NAKAMICHI, KEN Japan 26,732,516 33.8%
NASON, PETER G. USA 26,732,591 33.8%
NEAMTU, ALEXANDER USA 26,733,780 33.8%
NEEDHAM, PETER A. USA 26,733,078 33.8%
NELSON, THOMAS R. USA 26,734,099 33.8%
NEUBERGER, MARK A. USA 26,732,705 33.8%
NEUBOHN, NANEEN H. USA 26,733,030 33.8%
NEUMANN, GREGORY W. USA 26,733,401 33.8%
NEWCOMB, PHILIP V. USA 26,732,740 33.8%
NEWHOUSE, STEPHAN F. USA 26,733,030 33.8%
NEWMAN, PATRICIA L. USA 26,732,789 33.8%
NICOL, DAVID UK 26,734,867 33.8%
NIEHAUS, CHRISTOPHER J. USA 26,732,847 33.8%
NIEHAUS, ROBERT H. USA 26,734,503 33.8%
NOBLE III, ROBERT D. USA 26,734,495 33.8%
OBERLIN, DANA M. USA 26,732,776 33.8%
O'BRIEN, JAMES M. USA 26,732,773 33.8%
OCAMPO, EDWARD J. USA 26,732,622 33.8%
O'CONNELL, DAVID J. USA 26,732,906 33.8%
O'CONNOR JR, JOSEPH P. USA 26,733,030 33.8%
O'FRIEL, MARK L. USA 26,732,516 33.8%
O'HARE, MICHAEL T. USA 26,732,799 33.8%
O'KEEFE, WILLIAM B. USA 26,732,813 33.8%
OKUSU, TAIJI Japan 26,732,516 33.8%
O'LEARY, WILLIAM F. USA 26,733,450 33.8%
OLESKY, JONATHAN D. USA 26,732,736 33.8%
OLSEN, WARREN USA 26,732,830 33.8%
ONUMA, TAKASHI Japan 26,732,711 33.8%
O'SHEA, PETER Ireland 26,741,948 33.8%
OZEKI, TOSHIO USA 26,732,786 33.8%
PANDIT, VIKRAM S. India 26,733,003 33.8%
PARKER, ANDREW M. USA 26,732,610 33.8%
PARKER, KEVIN E. USA 26,732,843 33.8%
PASCIUCCO, GERARD USA 26,732,756 33.8%
PASTRANA, GEORGE USA 26,732,536 33.8%
PATEL, MUKESH D. USA 26,732,756 33.8%
PATENGE, DAVID W. USA 26,733,092 33.8%
PAVONCELLI, RICCARDO Italy 26,732,516 33.8%
PECORI GIRALDI, GALEAZZO Italy 26,733,134 33.8%
PEISCH, CHRISTOPHER L. USA 26,733,541 33.8%
PELGRIFT, JAMES D. USA 26,733,323 33.8%
PELLECCHIO, RALPH L. USA 26,732,875 33.8%
PENINGTON, MICHAEL UK 26,732,842 33.8%
PETERSON, WAYNE D. USA 26,732,776 33.8%
PETERS, HANS PETER Germany 26,732,516 33.8%
PETERY, ANDRAS R. USA 26,733,118 33.8%
PETRILLI, ANTHONY M. USA 26,732,740 33.8%
PLATTER, DAVID M. USA 26,732,771 33.8%
PLATT, RUSSELL C. USA 26,732,756 33.8%
POOR, DAVID B. USA 26,732,805 33.8%
PORTE, THIERRY G. USA 26,735,051 33.8%
PORTER, J. DONALD USA 26,732,516 33.8%
PORTOGALLO, RICHARD USA 26,732,759 33.8%
POULTON, ROGER UK 26,732,799 33.8%
PRATT, FRANK T. USA 26,733,118 33.8%
PRINCE, SCOTT S. USA 26,732,567 33.8%
QUARTNER, DOUGLAS M. USA 26,734,843 33.8%
QUATTRONE, FRANK P. USA 26,732,919 33.8%
RANKOWITZ, MICHAEL L. USA 26,732,850 33.8%
RAULT III, JOSEPH M. USA 26,732,919 33.8%
RAVITZ, LESLIE C. USA 26,732,516 33.8%
REEKE, GAIL HUNT USA 26,732,793 33.8%
REFVIK, OLAV N. Norway 26,732,641 33.8%
REID, WILLIAM R. USA 26,732,516 33.8%
REILLY, TIMOTHY B. USA 26,732,808 33.8%
REILLY, CHRISTINE I. USA 26,732,922 33.8%
REIS, NORBERT J. Germany 26,732,516 33.8%
REMEC, MARKO C. USA 26,732,789 33.8%
RENEHAN, DAVID USA 26,733,118 33.8%
RENTON, STEPHEN UK 26,735,956 33.8%
REYNOLDS, RALPH F. USA 26,732,570 33.8%
RICHARDSON, BLAIR E. Canada 26,733,003 33.8%
RILEY, THOMAS R. USA 26,732,986 33.8%
ROACH, STEPHEN S. USA 26,732,841 33.8%
ROBERTS, JOHN A. UK 26,732,770 33.8%
ROBEY, SIMON C. UK 26,732,516 33.8%
ROBICHAUD, RENE J. Canada 26,732,734 33.8%
ROBINO, CHRISTOPHER M. USA 26,732,644 33.8%
ROBINSON, JOHN D. USA 26,732,745 33.8%
ROCHE, DAVID C. Ireland 26,741,477 33.8%
RODMAN, KEVIN L. USA 26,732,774 33.8%
RODRIGUEZ, RICARDO USA 26,732,516 33.8%
ROHRBACH III, CLAYTON J. USA 26,733,165 33.8%
ROSEMAN, CAREN R. USA 26,733,128 33.8%
ROSENTHAL, RICHARD S. USA 26,732,810 33.8%
ROSENTHAL, NORMAN USA 26,732,886 33.8%
ROWLEY, ANDREW F. USA 26,732,927 33.8%
RUNDE, JAMES A. USA 26,733,128 33.8%
SACHS, NED R. USA 26,735,736 33.8%
SAITO, MAKOTO Japan 26,732,516 33.8%
SALANT, MARSHAL L. USA 26,732,789 33.8%
SALZMAN, JEFFREY H. USA 26,733,118 33.8%
SANDBERG, BRUCE R. USA 26,732,792 33.8%
SANDLING 111, M. JAMES USA 26,732,756 33.8%
SCHLUETER, JAMES B. USA 26,732,718 33.8%
SCHNEIDER, DONALD J. USA 26,732,783 33.8%
SCHUMANN, PETER KARL USA 26,732,813 33.8%
SCHWEITZER, SAMUEL USA 26,732,832 33.8%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SCOTT, ANDREW C. USA 26,732,841 33.8%
SCOTT, CHARLES H. UK 26,735,618 33.8%
SCOTT, ROBERT G. USA 26,733,210 33.8%
SEBULSKY, ALAN M. USA 26,732,788 33.8%
SEIGEL, MARK A. USA 26,734,203 33.8%
SEN, BIDYUT C. India 26,733,003 33.8%
SEXTON, O. GRIFFITH USA 26,733,165 33.8%
SHAH, DHIREN H. USA 26,732,773 33.8%
SHAPIRO, JOHN A. USA 26,732,896 33.8%
SHEAR, NEAL A. USA 26,733,030 33.8%
SHEA, THOMAS J. USA 26,732,760 33.8%
SHEA, DENNIS F. USA 26,733,374 33.8%
SHEN, BING China 26,732,805 33.8%
SHERVA, DENNIS G. USA 26,733,165 33.8%
SHORT, CHARLES B. USA 26,732,817 33.8%
SHORT, MARIUM A. USA 26,732,805 33.8%
SICA, FRANK USA 26,733,030 33.8%
SIMONIAN, JON D. USA 26,735,808 33.8%
SINE, JEFFREY A. USA 26,732,805 33.8%
SINE, THOMAS USA 26,732,776 33.8%
SIPPRELLE, DWIGHT D. USA 26,732,762 33.8%
SKIBA, JACK L. USA 26,732,811 33.8%
SLADKUS, MARK H. USA 26,733,261 33.8%
SLAINE, DAVID R. USA 26,732,745 33.8%
SMITH, ROBERT S. USA 26,732,516 33.8%
SMITH, CHARISSA H. USA 26,732,789 33.8%
SMITH, JUDITH A. USA 26,732,874 33.8%
SMITH, MICHAEL K. USA 26,732,678 33.8%
SONNENBORN, MONROE R. USA 26,732,880 33.8%
SORREL, LAWRENCE B. USA 26,732,756 33.8%
SOTER, ARTHUR P. USA 26,733,030 33.8%
SPECTOR, ALVIN H. USA 26,732,770 33.8%
SPELLMAN, MICHAEL F. USA 26,732,841 33.8%
STEWART, JOHN R. USA 26,732,984 33.8%
STOCKWELL, DAVID W. UK 26,732,979 33.8%
STONEFIELD, STEPHEN USA 26,734,503 33.8%
STONEHILL, CHARLES UK 26,736,041 33.8%
STOTT, PETER UK 26,734,581 33.8%
STRAUS, JOHN A. USA 26,732,829 33.8%
STRONG, WILLIAM H. USA 26,732,516 33.8%
STUDZINSKI, JOHN J. USA 26,735,782 33.8%
STUX, IVAN E. USA 26,732,873 33.8%
STYNES, JAMES B. USA 26,733,480 33.8%
SUMMERS, ANDREW UK 26,734,802 33.8%
SUMNERS, DAVID UK 26,753,858 33.8%
SWIFT, RICHARD W. USA 26,732,841 33.8%
SZILASI, WILLIAM J. USA 26,732,862 33.8%
TAKASUGI, TETSUO Japan 26,732,868 33.8%
TANNER, JAMES L. USA 26,736,246 33.8%
TAN, TOMMY CHIN-CHIU Thailand 26,732,516 33.8%
TARADASH, MICHAEL H. USA 26,732,678 33.8%
TARIKA, ROGER C. USA 26,732,773 33.8%
TAUBMAN, PAUL J. USA 26,732,756 33.8%
TAYLOR, ROSS UK 26,735,567 33.8%
TEMPLE, MICHAEL A. USA 26,732,761 33.8%
THEES, THOMAS M. USA 26,732,813 33.8%
THOMAS, PHILIP M. UK 26,732,516 33.8%
THOMAS, RICHARD H. UK 26,733,214 33.8%
TILLEY, JAMES A. Canada 26,733,030 33.8%
TOPPER, DAVID J. USA 26,732,805 33.8%
TOWSE, ROBERT C. USA 26,733,003 33.8%
TRENCHARD, DAVID F. UK 26,732,516 33.8%
TSAI, ANDREW S. Hong Kong 26,732,516 33.8%
TULP, ALLAN J. USA 26,732,797 33.8%
TYNAN, BRENDAN TIMOTHY UK 26,736,523 33.8%
UVA, MICHAEL D. USA 26,732,783 33.8%
VADALA JR, CHARLES F. USA 26,733,157 33.8%
VAUGHAN, GREGORY V. USA 26,732,678 33.8%
VIVEASH, F. THOMAS UK 26,743,377 33.8%
VON ARENTSCHILDT, CHARLES USA 26,732,785 33.8%
VON SCHRODER, BENEDIKT Germany 26,732,773 33.8%
VON UFFEL, GEORGE KURT USA 26,733,704 33.8%
VORSELEN, CRAIG D. USA 26,732,821 33.8%
VOUTE, GUSTAVE A. Netherlands 26,733,711 33.8%
WALLACE, WILLIAM USA 26,733,118 33.8%
WALSH JR, FREDERICK R. USA 26,732,844 33.8%
WALSH, MARK K. USA 26,732,797 33.8%
WALTON III, WILLIAM H. USA 26,733,030 33.8%
WARD, P. STEWART USA 26,732,762 33.8%
WARD, J. STEVEN UK 26,848,046 33.9%
WARNER, PHILIP WARD USA 26,732,906 33.8%
WATERS, STEPHEN M. USA 26,733,101 33.8%
WATJEN, THOMAS R. USA 26,732,841 33.8%
WATSON, GORDON O. USA 26,732,792 33.8%
WEAVER, IAN L. UK 26,732,863 33.8%
WEBER, JON F. USA 26,732,533 33.8%
WEBLEY, JOHN UK 26,734,278 33.8%
WEISS, DAVID A. USA 26,733,729 33.8%
WELLEMEYER, JOHN C. USA 26,736,476 33.8%
WENDELL, JONATHAN P. USA 26,736,313 33.8%
WESTERFIELD, JOHN USA 26,732,516 33.8%
WESTON, MICHAEL A. New Zealand 26,732,516 33.8%
WHALEN, PATRICK J. USA 26,732,570 33.8%
WHELAN, THOMAS B. USA 26,733,003 33.8%
WHITEHAND, ROBERT C. UK 26,739,934 33.8%
WHITE, THOMAS G. USA 26,732,753 33.8%
WIEN, BYRON R. USA 26,733,118 33.8%
WIJNBERG, SANDRA SASSER USA 26,733,312 33.8%
WILEY, JANET M. DESEL USA 26,733,425 33.8%
WILLIAMS, JEFFREY P. USA 26,733,030 33.8%
WILSON, KIRK R. USA 26,732,773 33.8%
WINTERS, PHILIP W. USA 26,732,862 33.8%
WIPF, THOMAS G. USA 26,732,773 33.8%
WISCOMB, THOMAS T. USA 26,733,321 33.8%
WOLKOWITZ, BENJAMIN USA 26,733,630 33.8%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
WOOD, JEROME C. USA 26,732,862 33.8%
WOOLWORTH JR, RICHARD G. USA 26,732,859 33.8%
YAFFE, RANDY S. USA 26,732,770 33.8%
YAMADA, HARUNOBU Japan 26,732,871 33.8%
YAMAMOTO, TAKATOSHI Japan 26,732,516 33.8%
YAMANE, STEVEN K. USA 26,732,741 33.8%
YANKOU, THOMAS J. USA 26,732,720 33.8%
YOUNG, JOAN P. USA 26,732,817 33.8%
YUKI, KOHEI Japan 26,732,516 33.8%
ZAOUI, MICHAEL A. France 26,734,507 33.8%
ZERN, ALLEN W. USA 26,733,206 33.8%
ZIAI, YOUSSEF UK 26,732,516 33.8%
ZICHERMAN, JOSEPH R. USA 26,732,678 33.8%
</TABLE>
Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock, par value $1.00 per share
(the "Shares"), of Morgan Stanley Group Inc., a Delaware corporation (the
"Company"). The address of the principal executive office of the Company is 1251
Avenue of the Americas, New York, New York 10020.
Item 2. Identity and Background.
-----------------------
(a)-(c), (f) The cover sheets to this statement and Appendix A hereto
contain the names of the persons (the "Reporting Persons") who beneficially own
Shares that are subject to the voting and any disposition restrictions set forth
in the employee Stockholders' Agreement and/or any of the Plan Agreements, all
as described in Item 6, to which such persons are party to and on whose behalf
this filing is made. The cover sheets to this statement and Appendix A provide
the name, citizenship and aggregate amount beneficially held by each person. The
business address of the Reporting Persons is 1251 Avenue of the Americas, New
York, NY.
(d)-(e) No Reporting Person during the last five years has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds
or Other Consideration.
--------------------------
The Shares held by the Reporting Persons are beneficially owned pursuant
to one or more of the following:
(1) Pursuant to the recapitalization (the "Recapitalization") effective
February 14, 1986 in which holders of the Company's then outstanding
privately-held common stock and non-cumulative preferred stock received
Shares, and holders of the Company's outstanding $8 cumulative senior
preferred stock received shares of $8 Cumulative Convertible Preferred
Stock, stated value $100 per share (the "Convertible Preferred Shares"),
all of which were subsequently converted into Shares (the Shares
beneficially owned pursuant to such Recapitalization (including through
the conversion of the Convertible Preferred Shares) being referred to
herein as "Recapitalization Shares");
(2) Pursuant to participation in the Company's 1986 Stock Option Plan (the
"Option Plan"), the Company's Performance Unit Plan (the "PUP Plan"), the
Company's 1988 Equity Incentive Compensation Plan (the "Equity Incentive
Plan") and/or the Morgan Stanley International Profit Sharing Scheme (the
"U.K. Profit Sharing Plan" and, together with the Option Plan, the PUP
Plan and the Equity Incentive Plan the "Plans") (the Shares beneficially
owned pursuant to participation in such Plans being referred to herein as
"Benefit Plan Shares"); and
<PAGE>
(3) Pursuant to privately negotiated or open market transactions (the Shares
beneficially owned pursuant to such transactions being referred to herein
as "Separately Acquired Shares").
In addition, many of the Reporting Persons are participants in the Morgan
Stanley Group Inc. and Subsidiaries Employee Stock Ownership Plan (the "ESOP"),
under which they have been allocated shares of ESOP Convertible Preferred Stock
(the "ESOP Stock"). Shares of ESOP Stock are convertible into Shares, and shares
of ESOP Stock are entitled to vote on all matters submitted to a vote of the
holders of Shares, voting together with the holders of Shares as one class, all
as described more fully below.
Each Reporting Person's Recapitalization Shares, if any, were acquired in
exchange for such Person's shares of the Company's privately-held common stock
and non-cumulative preferred stock and/or a result of the conversion of the
Convertible Preferred Shares; each Reporting Person's Benefit Plan Shares and
shares of ESOP Stock, if any, were acquired pursuant to the terms of the
Company's Plans and the ESOP, respectively, in consideration of services
rendered and, in the case of Shares to be acquired pursuant to an exercise of
options granted under the Company's Option Plan or Equity Incentive Plan, will
be acquired by payment of the exercise price of the option, and each Reporting
Person's Separately Acquired Shares, if any, were acquired by payment of
personal funds or as a gift.
Item 4. Purpose of Transaction.
----------------------
The Recapitalization was effected as of February 14, 1986, and the
Recapitalization Shares were acquired in order to facilitate an initial public
offering of the Company's Shares. Prior to the Recapitalization, the then
Managing Directors and Principals of Morgan Stanley & Co. Incorporated, a
subsidiary of the Company, owned all of the Company's common stock. After the
Recapitalization and the initial public offering of the Company's Shares, such
Managing Directors and Principals (as a group) owned approximately 79% of the
Company's Shares, the voting and disposition of which were subject to the
Stockholders' Agreement (defined below in Item 6). The voting and disposition
restrictions currently applicable to the Recapitalization Shares are discussed
in Item 6.
The purpose of the Option Plan is to provide an incentive to certain
Managing Directors, Principals, officers, key employees and consultants of the
Company and its subsidiaries ("Certain Personnel") to remain in the employ of
the Company and such subsidiaries and to increase their interest in the success
of the Company by offering them an opportunity to obtain a proprietary interest
in the Company through the grant of options to purchase Shares. The Option Plan
provides for the issuance of incentive stock options ("Incentive Stock Options")
which meet the requirements of Section 422A of the Internal Revenue Code of
1986, as amended (the "Code"), options that are not qualified under the Code
("Nonqualified Options" and collectively with the Incentive Stock Options, the
"Options") and stock appreciation rights ("Stock Appreciation Rights"). A
compensation committee appointed by the Company's Board of Directors (the
"Compensation Committee"), which is required to consist of at least three
disinterested persons, administers the Option Plan and selects the particular
eligible persons who will receive grants of Options and Stock Appreciation
Rights and the number of Shares that will be subject thereto.
The exercise price of an Option granted under the Option Plan may not be
less than 100% of the fair market value of the Shares subject to the Option as
of the date the Option is granted, as determined by the Compensation Committee.
Such fair market value currently is determined by reference to the average of
the high and low prices of the Shares on the New York Stock Exchange on the date
the Option is granted. An Option becomes exercisable at a rate of one-third of
the number of Shares covered by such Option after each of the first three
anniversaries of the date of grant, unless the Compensation Committee otherwise
provides. Unless otherwise provided by the Compensation Committee, all Options
must be exercised within 30 days after termination of an optionee's employment,
or consultant's agreement, as applicable, except that if the optionee's
employment is terminated by the Company for cause (as such term is defined in
the Option Plan), the Option is canceled immediately. Further, unless otherwise
provided by the Compensation Committee, if the termination is due to death or
disability, the Option may be exercised within one year of termination, or, if
due to retirement, within 90 days of termination. All Options, other than
Incentive Stock Options, are required to expire within 10
<PAGE>
years and one day of the date of grant. Payment of the exercise price of an
Option may be made in cash or in Shares previously acquired by the optionee or a
combination of cash and Shares.
Under the Option Plan, a Stock Appreciation Right may only be issued in
tandem with an Option granted under the Option Plan, must relate to a specific
Option and may be exercised only when the related Option is exercisable. The
exercise of a Stock Appreciation Right results in the cancellation of the
related Option on a Share- for-Share basis and the payment to the optionee of an
amount equal to the fair market value on the date of exercise of the total
number of Shares for which the right is exercised, less the exercise price the
optionee would have been required to pay to purchase such Shares had the related
Option been exercised. Payment by the Company upon exercise of a Stock
Appreciation Right may be made in cash or Shares, or a combination thereof, as
determined in the sole discretion of the Compensation Committee.
The Compensation Committee also has adopted certain additional terms and
conditions for the grant of options ("U.K. Approved Options") to Certain
Personnel under the jurisdiction of the United Kingdom in order to permit such
persons to qualify for favorable tax treatment under the laws of the United
Kingdom.
The individual Option Agreement entered into by any Reporting Person
pursuant to the Option Plan (an "Option Agreement") contains restrictions on
voting and disposition of any Shares acquired pursuant to the Option Plan that
are similar to the restrictions applicable to the Recapitalization Shares (as
discussed in Item 6). Shares issued, or issuable, to U.K. employees, however,
are not subject to voting or disposition restrictions.
The Option Plan will terminate upon the earlier of (i) the adoption of a
resolution of the Board of Directors authorizing its termination and (ii) March
21, 1996.
The purpose of the PUP Plan is to benefit and advance the interests of
the Company and its subsidiaries by rewarding Certain Personnel for their
contributions to the financial success of the Company and thereby motivate them
to continue to make such contributions in the future by awarding performance
units (the "Performance Units") whose value is determined by reference to
earnings per share of the Shares over a stated period of time. Performance Units
are awarded, and the PUP Plan is administered, by the Compensation Committee.
The value of a Performance Unit is equal to the Company's consolidated
earnings per share (as determined by the Compensation Committee in accordance
with the terms of the PUP Plan) during the period commencing on the first date
of the Company's fiscal quarter which includes the date as of which a
Performance Unit is awarded (the "Base Date") and ending on the earlier of (i)
the last day of the Company's fiscal year which includes the date on which such
Performance Unit is awarded and (ii) the last day of the Company's fiscal
quarter in which a participant's employment is terminated by reason of death,
long-term disability or retirement, or to such other date as is determined by
the Compensation Committee (the "Valuation Date"). After the value of
Performance Units is determined, such value generally will be distributed to the
recipient in equal installments on or as soon as practicable following each of
the first and second anniversaries of the Valuation Date.
The PUP Plan provides that 50% of each installment of such value is paid
in Shares, and the balance is paid in cash, although the Compensation Committee
may increase the percentage paid in Shares. The Compensation Committee may also
determine that a greater portion of any payment in connection with a Performance
Unit will be paid in cash, in which case the Shares otherwise issuable as part
of such payment will not be available for issuance in connection with other
Performance Units. With each annual payment, in addition to the award value to
be paid in cash and Shares, each recipient of a Performance Unit receives an
amount in cash equal to the dividends which have been paid on the Shares
issuable with such payment (including the Shares which would have been issued
but for the substitute cash payment described above) if such Shares had been
issued and outstanding during the period from the Valuation Date to the date of
the payment.
To be entitled to receive payment of each of the first and second
installments of the value of a Performance Unit, a recipient (other than a non-
employee consultant, who may be subject to other conditions) currently must be
continuously employed by the Company from the date the Performance Unit is
awarded (the "Award Date") to the first or second anniversary, as the case may
be, of the Valuation Date with respect to such Performance Unit. If a recipient
who is subject to the employment requirements terminates employment prior to the
second anniversary of the Valuation Date with respect to a Performance Unit, any
unpaid
<PAGE>
installment of the award's value is forfeited. One-half of the value of a
Performance Unit awarded to such person shall become nonforfeitable on each of
the first and second anniversaries of the Valuation Date if such person is
continuously employed from the Award Date to each such anniversary of the
Valuation Date. If, however, any recipient's employment is terminated by reason
of death, long-term disability or retirement, the employment requirement is
deemed to be satisfied, and the Valuation Date (if applicable) and payment dates
are accelerated to the last day of the fiscal quarter in which employment so
terminates. In addition, the Compensation Committee may, in its discretion, set
and, in response to certain changes, adjust performance standards which a
recipient must meet for an award of Performance Units to be effective.
The individual PUP Agreement entered into by any Reporting Person
pursuant to the PUP Plan (a "PUP Agreement") contains restrictions on voting and
disposition of any shares acquired that are similar to the restrictions
applicable to the Recapitalization Shares (as discussed in Item 6). Shares
issued to U.K. employees, however, are not subject to voting or disposition
restrictions.
The PUP Plan will terminate upon the earlier of (i) the adoption of a
resolution of the Board of Directors terminating such Plan and (ii) March 21,
1996.
The Equity Incentive Plan was adopted by the Board of Directors of the
Company on December 6, 1988 and approved by the Company's stockholders on May 4,
1989. The purpose of the Equity Incentive Plan is to attract, retain and
motivate certain personnel, to compensate them for their contributions to the
growth and profits of the Company and to encourage ownership by them of Shares
of the Company. Awards under the Equity Incentive Plan may be in the form of
Shares, stock units and/or options to purchase Shares. Shares issued pursuant to
the Equity Incentive Plan may, in the discretion of the Compensation Committee,
be made subject to the same voting restrictions that are set forth in the
Stockholders' Agreement and in the Option and PUP Agreements. The Compensation
Committee administers the Equity Incentive Plan, approves the eligible
participants who will receive awards and has the power to fix and accelerate
vesting periods.
Under the terms of the Equity Incentive Plan, the Compensation Committee
may grant Shares, valued at a discount (not to exceed 50%) of fair market value
as of the date of grant (a "Stock Award"), in lieu of, or in addition to, all or
a portion of a participant's cash incentive compensation for a particular year.
A participant may be allowed to elect to receive a portion of this award in the
form of options to acquire Shares (an "Option Award") or to receive additional
Shares or options in lieu of some or all of the cash portion of his
compensation. Awards may also be made in the form of units ("Stock Unit Award")
representing the number of Shares a participant would otherwise have been
eligible to receive under a Stock Award (a "Stock Unit"). A participant may also
elect to receive Stock Units in lieu of some or all of the cash portion of his
compensation.
An Option Award may consist of either nonqualified stock options or
incentive stock options within the meaning of Section 422A of the Code. An
Option Award entitles the participant to acquire a specified number of Shares at
an exercise price of no less than 50% of fair market value on the date of the
award, as determined by the Compensation Committee. Options become exercisable
in accordance with a schedule established by the Compensation Committee. The
exercise price may be paid in cash or stock or a combination thereof. The
ability to pay the option price in Shares would, unless prohibited by the
Compensation Committee, enable an optionee to engage in a series of successive
stock-for-stock exercises of an option and thereby fully exercise an option with
little or no cash investment by the optionee. Option Awards expire not later
than ten years from the date of award.
The Company may require a participant to pay a sum to the Company or,
pursuant to reduced Share delivery provisions, the Company may retain the number
of Shares having an equivalent value as may be necessary to cover any taxes or
charges imposed with respect to property or income received by a participant
pursuant to the Equity Incentive Plan.
Recipients of Stock Awards are entitled to exercise voting rights and
receive dividends with respect to the Shares underlying such awards upon receipt
of such awards. Recipients of Stock Unit Awards are entitled to receive amounts
equivalent to dividends with respect to the Shares underlying such awards prior
to receipt of such Shares.
Subsequent to May 2, 1991 up to an aggregate of 24,000,000 additional
Shares may be issued pursuant to the Option Plan, the PUP Plan and the Equity
Incentive Plan.
The Stock Units awarded as part of 1990 and 1991 compensation and those
awarded to Principals as part of compensation for the thirteen month period
ending January 31, 1993 ( the "Thirteen Month Period"), although immediately
vested, will not convert into Shares for five years after award. Vested and
unvested Stock Units awarded to Managing Directors as part of the
<PAGE>
Thirteen Month Period compensation will not convert into Shares for ten years
after the award. On March 6, 1991 the Company established a trust (the "Trust")
pursuant to the Trust Agreement between the Company and State Street Bank and
Trust Company, as Trustee (the "Trustee"), dated March 5, 1991 (the "Trust
Agreement"). Subject to the Company's right to amend or terminate the trust at
any time, the terms of the Trust Agreement permit the active employees of the
Company who are holders of Stock Units issued as part of 1990, 1991 and the
Thirteen Month Period compensation to direct the vote of the Shares
corresponding to such Stock Units held in the Trust for purposes of the
Preliminary Vote, as described in Item 6. Shares underlying Stock Units issued
to Japanese local hires or expatriates working in Japan ("Japanese
Participants") are not held in the Trust and therefore Japanese Participants do
not enjoy voting rights with respect to their Stock Units. The Trustee, in
accordance with the terms of the Voting Agreement between the Trustee and the
Company dated March 5, 1991, has the obligation to vote the Shares held in the
Trust in accordance with the result of the Preliminary Vote described in Item 6.
Stock options awarded as part of 1990 compensation will be immediately
exercisable, but Shares issued upon such exercise will be subject to a five-year
restriction on disposition or pledging.
Shares purchased on behalf of certain Reporting Persons pursuant to the
U.K. Profit Sharing Plan are purchased with profit-sharing awards and are held
pursuant to the terms of the U.K. Profit Sharing Plan for investment purposes.
Such Shares are not subject to the restrictions on voting and disposition
contained in the Stockholders' Agreement.
On September 19, 1990, the Company issued 1,951,219 shares of ESOP Stock
at a purchase price of $71.75 per share to a trustee of the ESOP. In connection
with a two for one split of the Company Stock, on August 27, 1991, the Board of
Directors declared a special dividend equal to one share of ESOP Preferred Stock
for each share of ESOP Preferred Stock outstanding at the close of business on
August 27, 1991 payable to the record holders thereof at the close of business
on such date. Shares of ESOP Stock are issuable only to a trustee or trustees
acting on behalf of the ESOP or another employee benefit plan of the Company.
The ESOP Stock is entitled to a preference over the Company's Common
Stock as to the payment of dividends and upon liquidation. The holders of shares
of the ESOP Stock are entitled to receive, when declared out of funds legally
available therefor, cash dividends in the amount of $2.78 per share per annum,
subject to adjustment, payable either annually or semiannually, at the election
of the Board of Directors of the Company. Holders of ESOP Stock are entitled to
receive $35.87 per share, subject to adjustment (the "Liquidation Price"), upon
dissolution or liquidation of the Company.
Holders of ESOP Stock are entitled to vote on all matters submitted to a
vote of the holders of Shares, voting together with the holders of Shares as one
class. Each share of ESOP Stock is entitled to the number of votes equal to 1.35
times the number of Shares into which such share of ESOP Stock could be
converted on the record date for such vote. Each Reporting Person who is a
participant in the ESOP has the ability to instruct the trustee how to vote the
shares of ESOP Stock allocated to his account. In addition, unallocated shares
of ESOP Stock are voted by the trustee on a pro rata basis with the instructions
received with respect to the allocated ESOP Stock. Shares of ESOP Stock are
allocated to each participant in the ESOP on December 31 in each year. Upon
termination of employment, participants in the ESOP are entitled to receive the
Liquidation Price in cash, in Shares or a combination thereof at the option of
the participant.
Each share of ESOP Stock is convertible into Shares by the trustee of the
ESOP at any time prior to the date fixed for redemption of the ESOP Stock at an
initial conversion rate of one share of ESOP Stock to one Share, which rate is
subject to adjustment. On the date hereof the conversion price per share at
which Shares will be issued upon conversion of any shares of ESOP Stock is
$35.87, subject to adjustment.
The ESOP Stock is redeemable at the Company's option at the Liquidation
Price plus accrued dividends at any time after September 19, 2000 and prior
thereto under certain circumstances at specified prices. The Company may pay the
redemption price of the ESOP Stock in cash, in Shares or a combination thereof.
Neither ESOP Stock nor Shares issued to participants in the ESOP are subject to
the restrictions on voting and disposition contained in the Stockholders'
Agreement or the Plan Agreements, as described in Item 6.
Separately Acquired Shares that have been acquired by Reporting Persons
are held for investment purposes. Such Shares are not subject to the
<PAGE>
restrictions on voting and disposition contained in the Stockholders' Agreement
or the Plan Agreements.
Except for (i) the possible acquisition from time to time of additional
Separately Acquired Shares for investment purposes and (ii) the acquisition of
Shares issued by the Company in the ordinary course of business pursuant to the
Plans, none of the Reporting Persons has any plans or proposals which relate to
or would result in their acquisition of additional Shares.
Beginning on March 21, 1988, the Reporting Persons became, pursuant to
the terms of the Stockholders' Agreement, Option Agreements and PUP Agreements,
free to dispose of varying percentages of their individually owned Shares, as to
which each Reporting Person has sole dispositive power. Dispositions of Shares
may be made pursuant to (i) Rule 144 under the Securities Act of 1933, as
amended (the "Act"), (ii) a registration statement filed under the Act or (iii)
any available exemption from registration under the Act, and in accordance with
the individual investment objectives of the Reporting Person disposing of such
Shares.
Except as previously described in this Item 4, the Reporting Persons as a
group do not have any plans or proposals that relate to or would result in any
of the matters described in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) Items (11) and (13) of the cover page for each of the Reporting
Persons are hereby incorporated by reference. As of the date of this report, the
Reporting Persons as a group may be deemed to beneficially own an aggregate of
26,732,516 Shares, approximately 33.8% . Since June 30, 1993, the retirement or
termination of certain employees became effective. Such employees are no longer
Reporting Persons and the Reporting Persons' beneficial ownership of Shares,
after accounting for changes in the number of total Shares outstanding, has
accordingly decreased by 1.2%. The Reporting Persons as a group hereby disclaim
beneficial ownership of any Shares held by any Reporting Person as to which such
Reporting Person has sole voting and dispositive power. Each Reporting Person
hereby disclaims beneficial ownership of any Shares which may be deemed to be
imputed to the Reporting Persons as a group.
Except as described in Schedule I, no Reporting Person has the right to
acquire Shares within 60 days from the date hereof.
(b) Items (7) - (10) of the cover page or the information provided on
Appendix A for each of the Reporting Persons are hereby incorporated by
reference.
(c) Except as described in Schedule II, no Reporting Person has effected
any transactions in any Shares during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
---------------------------------------
Reporting Persons who own Recapitalization Shares have entered into a
Stockholders' Agreement dated as of February 14, 1986 (the "Stockholders'
Agreement") (Exhibit A hereto) which contains restrictions regarding the voting
and disposition of the Recapitalization Shares. The Option Plan and PUP Plan
permit the Compensation Committee, in its discretion, to require that
participants in such Plans enter into agreements that place restrictions on the
voting and disposition of Shares acquired pursuant to such Plans similar to
those restrictions set forth in the Stockholders' Agreement. Similarly, the
Equity Incentive Plan provides that the Compensation Committee may require
participants to enter into agreements that place voting restrictions on Shares
awarded thereunder and Shares issuable upon the exercise of an option awarded
under such Plan (except where constraints of local law dictate otherwise) which
are substantially similar to those contained in the Stockholders' Agreement. In
addition, the agreements or certificates setting forth the terms of awards
granted under the Equity Incentive Plan impose certain vesting requirements and
restrictions on transfer. Reference is hereby made to the terms of the
agreements or certificates that impose such restrictions pursuant to the
<PAGE>
Option Plan, PUP Plan and Equity Incentive Plan (collectively, the "Plan
Agreements"), the forms of which are included as Exhibits E, G, L, M, N, P, Q,
V, and X hereto, and the following description is qualified in its entirety by
reference to such Agreements.
Each of the individuals listed on the cover sheets to this report and
Appendix A hereto is a party to one or more of the following agreements: the
Stockholders' Agreement and the Plan Agreements.
Pursuant to the voting restrictions contained in the Stockholders'
Agreement and the Plan Agreements, the Reporting Persons, prior to any vote of
the stockholders of the Company at a meeting called with respect to any
corporate action or before action is taken by written consent, may vote all
Shares subject to the voting restrictions in a preliminary vote in such manner
as each Reporting Person may determine in his sole discretion (the "Preliminary
Vote"). At the subsequent stockholders' meeting or in connection with any action
taken by written consent, the Reporting Persons must then vote all such Shares
on the matter at issue in accordance with the vote of the majority of the Shares
present and voting in the Preliminary Vote. Reporting Persons who cease to be
employed by the Company or any of its subsidiaries on or prior to the date of
the Preliminary Vote no longer participate in the Preliminary Vote.
The Stockholders' Agreement presently permits each Reporting Person to
dispose of Recapitalization Shares and/or Shares acquired pursuant to the Option
Plan and PUP Plan (together with the Recapitalization Shares, "Total Restricted
Stock") in the following amounts:
% of Total Restricted Stock
Age at Date of Sale Permitted to be Sold
------------------- ---------------------------
35 through 38 10%
39 through 42 Additional 10%
43 through 46 Additional 10%
47 through 49 Additional 10%
50 and above Additional 10%
If a Reporting Person ceases to be an employee of the Company or any of
its subsidiaries, the Stockholders' Agreement permits such Reporting Person to
dispose of his Recapitalization Shares without restriction. Reporting Persons
may dispose of Recapitalization Shares at any time, in any amount, regardless of
the foregoing restrictions with the consent of the Board of Directors of the
Company.
The transfer restrictions contained in the Option Agreements (excluding
U.K. Approved Options) permit the transfer, at any time, without restriction, of
only that number of Shares having a value equal to the excess of the fair market
value (as of the date of exercise) of the Shares acquired upon such exercise of
such Option over the aggregate amount paid upon exercise of such Option
multiplied by the highest statutory federal, state, local and foreign tax rates
at the time of exercise (but in no event greater than 50% of such excess). The
balance of the Shares acquired upon the exercise of such Options will be
transferable only in accordance with a schedule, substantially similar to that
contained in the Stockholders' Agreement, that permits the transfer of a number
of such Shares representing a specified percentage of the total number of Shares
held by the optionee that are subject to restrictions and according to the
optionee's age. If a Reporting Person ceases to be an employee of the Company or
any of its subsidiaries, these transfer restrictions will no longer apply to
Shares acquired pursuant to the Option Plan.
Except for Performance Units awarded to employees in the United Kingdom,
Performance Units that have been awarded through the date hereof provide that
Shares received thereunder will be transferable only in accordance with a
schedule, substantially similar to that contained in the Stockholders'
Agreement, that permits the transfer of a number of such Shares representing a
specified percentage of the total number of Shares held by the recipient that
are subject to restrictions and according to the recipient's age. If a Reporting
Person ceases to be an employee of the Company or any of its subsidiaries, these
transfer restrictions will no longer apply to the Shares acquired pursuant to
the PUP Plan. With respect to awards made under the Equity Incentive Plan prior
to 1990, a participant will vest in any Stock Awards, Stock Unit Awards or
Option Awards, the restrictions on the transferability of Stock Awards will
lapse and any options awarded will become exercisable all in accordance with a
schedule established by the Compensation Committee. The Compensation Committee
may, however, accelerate
<PAGE>
the vesting of any award, the lapse of restrictions on the transferability of
any Stock Award and the date on which any option awarded first becomes
exercisable. Prior to vesting and the lapse of restrictions on transferability,
none of the Shares awarded may be sold, assigned, exchanged or transferred,
pledged, hypothecated or otherwise disposed of or encumbered. In the event of
death, disability or retirement, a participant will vest in any non-vested
awards and restrictions on transferability and ability to exercise options will
lapse. Upon termination for any reason other than death, disability or
retirement, unless the Compensation Committee in its discretion determines
otherwise, a participant's right to any awards that have not vested or become
exercisable and as to which the restrictions have not lapsed will be terminated.
In 1990 awards under the Equity Incentive Plan consisted of Options and
Stock Units, convertible into Shares at the end of five years. The Stock Units
were immediately vested and the Options were immediately exercisable, subject,
in either case, to forfeiture if before the fifth anniversary of the date of the
award (as defined in the award certificate), (i) the employment of the Reporting
Person is terminated by the Company for "cause" (as defined in the award
certificate) or (ii) the Reporting Person discloses "proprietary information"
(as defined in the award certificate) without authorization. Neither the Options
nor the Stock Units are transferable at any time. Any Shares received by a
Reporting Person upon the exercise of an Option awarded in 1990 are subject to
forfeiture, as described above, and are not transferable before the fifth
anniversary of the date of the award. In the event of a Reporting Person's
death, disability or retirement, the Stock Units will convert into Shares
immediately and such Shares will not be subject to forfeiture or to any
restrictions on transfer (other than those that arise under the securities
laws). Similarly, in such event any Options awarded will cease to be subject to
forfeiture and any Shares received upon the exercise of an Option will cease to
be subject to forfeiture or to any restrictions on transfer (other than those
that arise under the securities laws).
In 1991 awards under the Equity Incentive Compensation Plan consisted of
Stock Units convertible into Shares at the end of five years. Such Stock Units
are subject to forfeiture and have restrictions similar to Stock Units issued in
1990.
Awards to Principals made as part of Thirteen Month Period compensation
do not convert into Shares for five years from the date of the award and are
subject to forfeiture and have restrictions similar to Stock Units issued in
1990. Awards made to Managing Directors as part of Thirteen Month Period
compensation are also subject to forfeiture and restrictions similar to Stock
Units issued in 1990, but do not convert into Shares for ten years from the date
of the award. Awards to Managing Directors consisted of immediately vested Stock
Units and unvested Stock Units. Unvested Stock Units vest in equal increments
during the term of the award.
The U.K. Profit Sharing Plan provides that Shares awarded to the
participants are held by a trustee in the name and on behalf of each participant
for a period of two years from the date of such award (the "Retention Period").
Each participant is fully vested in, and is the beneficial owner of, the shares
held on his behalf as of the award date of the Shares. The Retention Period ends
sooner than two years if the participant leaves the employ of the Company and/or
its subsidiaries because of death, injury, disability or redundancy or because
he has reached statutory pensionable age. During the Retention Period, a
participant may not assign, pledge or otherwise dispose of such Shares; however,
a participant is able to instruct the trustee how to vote such Shares on his
behalf.
Separately Acquired Shares are not subject to any voting or disposition
restrictions.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Certain of the following exhibits, as indicated parenthetically, were
previously filed as exhibits to registration statements or reports filed by the
Company under the Securities Act of 1933 or the Securities Exchange Act of 1934,
respectively, and are hereby incorporated by reference to such statements or
reports.
Exhibit A Stockholders' Agreement dated February 14, 1986 among the Reporting
Persons and the Company (Annual Report on Form 10-K for the fiscal
year ended January 31, 1993).
Exhibit B Morgan Stanley Group Inc. Performance Unit Plan, as amended and
restated to date (Annual Report on Form 10-K for the fiscal year
ended January 31, 1993).
<PAGE>
Exhibit C Morgan Stanley Group Inc. 1986 Stock Option Plan, as amended and
restated to date (Annual Report on Form 10-K for the fiscal year ended
January 31, 1993).
Exhibit D Trust Deed and Rules of the Morgan Stanley International Profit
Sharing Scheme (approved under the Finance Act 1978 as amended), dated
12 November, 1987, of Morgan Stanley Group Inc., Morgan Stanley
International and Noble Lowndes Settlement Trustees Limited (Annual
Report on Form 10-K for the fiscal year ended January 31, 1993).
Exhibit E Form of Award Agreement Under the Morgan Stanley Group
Inc. Performance Unit Plan (Registration Statement on
Form S-8 (No. 33-42464)).
Exhibit F UK Form of Award Agreement Under the Morgan Stanley Group
Inc. Performance Unit Plan (Registration Statement on
Form S-8 (No. 33-42464)).
Exhibit G Form of Nonqualified Stock Option Agreement Under the
Morgan Stanley Group Inc. 1986 Stock Option Plan
(Registration Statement on Form S-8 (No. 33-42464)).
Exhibit H Morgan Stanley Group Inc. UK Approved Stock Option Scheme, as
amended and restated to date (Annual Report on Form 10-K for the
fiscal year ended January 31, 1993).
Exhibit I Form of Morgan Stanley Group Inc. UK Approved Stock
Option Agreement (Registration Statement on Form S-8 (No.
33-42464)).
Exhibit J Morgan Stanley Group Inc. 1988 Equity Incentive Compensation Plan,
as amended and restated to date (Annual Report on Form 10-K for the
fiscal year ended January 31, 1993).
Exhibit K Form of Stock Unit Certificate Under the Morgan Stanley
Group Inc. 1988 Equity Incentive Compensation Plan
(Registration Statement on Form S-8 (No. 33-42464)).
Exhibit L Form of Convertible Unit Agreement Under the Morgan Stanley Group
Inc. 1988 Equity Incentive Compensation Plan (Previously filed with
Schedule 13D dated May 12, 1989).
Exhibit M Form of Stock Restriction Agreement Under the Morgan
Stanley Group Inc. 1988 Equity Incentive Compensation
Plan (Registration Statement on Form S-8 (No. 33-42464)).
Exhibit N Form of Option Agreement Under the Morgan Stanley Group Inc. 1988
Equity Incentive Compensation Plan (Previously filed with Schedule 13D
dated May 12, 1989).
Exhibit O Form of Stock Unit Certificate Under the Morgan Stanley
Group Inc. 1988 Equity Incentive Compensation Plan
(Previously filed as Exhibit V with Amendment No. 5 to
Schedule 13D dated December 31, 1990).
Exhibit P Form of Stock Option Certificate Under the Morgan Stanley
Group Inc. 1988 Equity Incentive Compensation Plan
(Previously filed as Exhibit W with Amendment No. 5 to
Schedule 13D dated December 31, 1990).
Exhibit Q Form of Voting Agreement Under the Morgan Stanley Group
Inc. 1988 Equity Incentive Compensation Plan (Previously
filed as Exhibit X with Amendment No. 5 to Schedule 13D
dated December 31, 1990).
Exhibit R Trust Agreement between Morgan Stanley Group Inc. and
<PAGE>
State Street Bank and Trust Company dated March 5, 1991 (Annual Report
on Form 10-K for the fiscal year ended January 31, 1993).
Exhibit S Voting Agreement among Morgan Stanley Group Inc., State Street Bank
and Trust Company and Other Persons Signing Similar Agreements dated
March 5, 1991 (Previously filed as Exhibit Z with Amendment No. 7 to
Schedule 13D dated March 14, 1991).
<PAGE>
Schedule I
RIGHTS TO ACQUIRE SHARES
------------------------
As of January 7, 1994 (60 days from November 8, 1993), 637 Reporting
Persons have the right to acquire 5,369,468 Shares pursuant to the exercise of
Options. No Reporting Person individually has Options presently exercisable
covering more than 1% of the Shares outstanding as of the date hereof.
<PAGE>
Schedule II
RECENT TRANSACTIONS
-------------------
During the last 60 days, 12 Reporting Persons sold an aggregate of 248,435
Shares at a cumulative average price of $83.865 per Share. Such sales were
effected pursuant to exemptions under the Act. During such period, no Reporting
Person individually disposed of a number of Shares exceeding 1% of the Shares
outstanding.
During such period, no Reporting Person individually acquired Shares in excess
of 1% of the Shares outstanding, but 3 Reporting Persons acquired an aggregate
of 14,335 Equity Incentive Compensation Plan Stock Units.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 8, 1993
By: /s/ Jonathan M. Clark
------------------------
Jonathan M. Clark
Attorney-in-Fact
