SC 13D/A 1 dsc13da.txt AMENDMENT #19 TO SCHEDULE 13D 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: [ ] 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 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 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 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 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 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) 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

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 (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 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 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 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 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 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 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). 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 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). 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. 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. 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

AFFILIATE STKHLDRS OF MORGAN STANLEY DEAN WITTER DISCOVER&CO SC 13D/A