SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration
under Section 12(g) of the Securities Exchange Act of 1934
or Suspension of Duty to File Reports under Section 13
and 15(d) of the Securities Exchange Act of 1934
Commission File Number 1-9085
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Morgan Stanley Group Inc.
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(Exact name of registrant as specified in its charter)
1585 Broadway
New York, New York 10036 (212) 761-4000
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(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
9.36% Cumulative Preferred Stock, $200 stated value,
of Morgan Stanley Group Inc.
(the "9.36% Preferred Stock")
Depositary Shares, each representing 1/8 of a share of 8.88%
Cumulative Preferred Stock, $200 stated value, of Morgan
Stanley Group Inc. (the "8.88% Preferred Stock")
Depositary Shares, each representing 1/8 of a share of 8 3/4%
Cumulative Preferred Stock, $200 stated value, of Morgan
Stanley Group Inc. (the "8 3/4% Preferred Stock")
Depositary Shares, each representing 1/8 of a share of
7.82% Cumulative Preferred Stock, $200 stated
value, of Morgan Stanley Group Inc.
Depositary Shares, each representing 1/8 of a share of
7.80% Cumulative Preferred Stock, $200 stated
value, of Morgan Stanley Group Inc.
Depositary Shares, each representing 1/8 of a share of
9.00% Cumulative Preferred Stock, $200 stated
value, of Morgan Stanley Group Inc.
Depositary Shares, each representing 1/8 of a share of
8.40% Cumulative Preferred Stock, $200 stated
value, of Morgan Stanley Group Inc.
Depositary Shares, each representing 1/8 of a share of
8.20% Cumulative Preferred Stock, $200 stated
value, of Morgan Stanley Group Inc.
Depositary Shares, each representing 1/4 of a share of
7 3/4% Cumulative Preferred Stock, $200 stated
value, of Morgan Stanley Group Inc.
Depositary Shares, each representing 1/8 of a share of
7 3/8% Cumulative Preferred Stock, $200 stated
value, of Morgan Stanley Group Inc.
Depositary Shares, each representing 1/4 of a share of Series A
Fixed Adjustable Rate Cumulative Preferred Stock, $200
stated value, of Morgan Stanley Group Inc.
Common Stock, $1 par value, of Morgan Stanley Group Inc.
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(Title of each class of securities covered by this Form)
None
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(Title of all other classes of securities for which a duty
to file reports under Section 13(a) or 15(d) remains)
<PAGE>
2
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) /X/ Rule 12h-3(b)(1)(ii) / /
Rule 12g-4(a)(1)(ii) / / Rule 12h-3(b)(2)(i) / /
Rule 12g-4(a)(2)(i) / / Rule 12h-3(b)(2)(ii) / /
Rule 12g-4(a)(2)(ii) / / Rule 15d-6 / /
Rule 12h-3(b)(1)(i) /X/
Approximate number of holders of record as of the certification or
notice date: 0
There are no holders of record of each class of securities listed above
as of the date hereof. All of the shares of 9.36% Preferred Stock, 8.88%
Preferred Stock and 8 3/4% Preferred Stock, and all corresponding depositary
shares, were redeemed by Morgan Stanley Group Inc. ("Morgan Stanley") on June
24, 1996, January 3, 1997 and May 30, 1997, respectively. Effective as of May
31, 1997, Morgan Stanley merged with and into Dean Witter, Discover & Co., and
in connection therewith, all of the above-referenced securities of Morgan
Stanley (other than the 9.36% Preferred Stock, 8.88% Preferred Stock, 8 3/4%
Preferred Stock and the corresponding depositary shares) were converted into the
right to receive securities of the corresponding series of preferred stock of
the surviving corporation in the merger, which was renamed "Morgan Stanley, Dean
Witter, Discover & Co."
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Morgan Stanley, Dean Witter, Discover & Co. (as successor to Morgan
Stanley) has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.
MORGAN STANLEY, DEAN WITTER, DISCOVER & CO.
DATE: June 2, 1997 BY: /s/ Martin M. Cohen
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Name: Martin M. Cohen
Title: Assistant Secretary
