SC 13D/A 1 dsc13da.txt AMENDMENT NO. 25 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 25) 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. 1585 Broadway New York, NY 10036 (212) 761-4000 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 2, 1997 ------------------------------------------------------- (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: [_] SCHEDULE 13D CUSIP NO. 617446109 ----------------- ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON Richard B. Fisher ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 00 ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF less than 1% SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 57,419,663 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 2-3% PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 57,422,420 ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 34.3 ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN ------------------------------------------------------------------------------ 2 SCHEDULE 13D CUSIP NO. 617446109 ----------------- ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON John J. Mack ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 00 ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF less than 1% SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 57,419,663 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1-2% PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 57,422,420 ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 34.3 ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN ------------------------------------------------------------------------------ 3 SCHEDULE 13D CUSIP NO. 617446109 ----------------- ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON Barton M. Biggs ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 00 ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF less than 1% SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 57,419,663 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1-2% PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 57,422,355 ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 34.3 ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN ------------------------------------------------------------------------------ 4 SCHEDULE 13D CUSIP NO. 617446109 ----------------- ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. or I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON Each of the persons described on Appendix A. ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] (b) [_] (Applies to each person listed on Appendix A) ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 00 (Applies to each person listed on Appendix A) ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 5 (Applies to each person listed on Appendix A) [_] ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 As stated on Appendix A ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF less than 1% (Applies to each person listed on Appendix A) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 57,419,663 (Applies to each person OWNED BY listed on Appendix A) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING Less than 1% (Applies to each person listed on Appendix A) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 As stated on Appendix A ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 (Applies to each person listed on Appendix A) [_] ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 As stated on Appendix A ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN (Applies to each person listed on Appendix A) ------------------------------------------------------------------------------ 5
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Aaron, Debra M United States 57,421,288 34.3% Aaronson, Paul R United States 57,420,870 34.3% Abdel-Meguid, Tarek F United States 57,421,597 34.3% Abe, Mitsuhiro Japan 57,419,663 34.3% Abrahams, Steven W United States 57,420,252 34.3% Abramovitz, Debra United States 57,420,957 34.3% Ackerman, Warren, III United States 57,420,080 34.3% Adair, Barry L United States 57,423,741 34.3% Adams, Charles S United States 57,419,898 34.3% Adams, John C. United States 57,420,956 34.3% Adams, Nicholas United Kingdom 57,421,167 34.3% Ainsworth, David N United Kingdom 57,420,106 34.3% Airo, Robert United States 57,420,748 34.3% Akers, Suzanne S United States 57,420,796 34.3% Akhrass, Jameel K United States 57,419,856 34.3% Albanese, Tommaso Matteo Italy 57,419,663 34.3% Albers, Alexandria J United States 57,421,009 34.3% Alkire, John R United States 57,420,694 34.3% Allery, Stephen A United Kingdom 57,419,828 34.3% Alley, Steven J United States 57,421,135 34.3% Allwin, James M United States 57,422,197 34.3% Altman, Emily M United States 57,419,989 34.3% Altomare, Gerald C United States 57,419,770 34.3% Anda, Jon A United States 57,421,344 34.3% Anderson, Stephen J United States 57,419,663 34.3% Anderson, Steven P United States 57,419,968 34.3% Andryc, Philip J United States 57,421,723 34.3% Anfang, Richard L United States 57,420,919 34.3% Angevine, Robert E United States 57,421,383 34.3% Arata, Patrick J United States 57,420,458 34.3% Armitage, Michael R United Kingdom 57,421,479 34.3% Armstrong, Arden C United States 57,419,873 34.3% Armstrong, R. Michael United States 57,420,790 34.3% Arthur, Douglas M United States 57,419,823 34.3% Asprem, Mads Michael Denmark 57,419,780 34.3% Atkins, Charles N United States 57,420,636 34.3% Atkins, William John United Kingdom 57,419,774 34.3% Atkinson, Richard N United Kingdom 57,420,153 34.3% Attorri, Gregory J United States 57,419,950 34.3% Atwell, R. Wayne United States 57,420,796 34.3% Auerbach, Neil Z United States 57,419,834 34.3% Bachiller, Francisco Spain 57,419,686 34.3% Bachynski, Marianne United States 57,420,868 34.3% Baker, Kurt A United States 57,419,820 34.3% Balgarnie, Andrew J United Kingdom 57,420,559 34.3% Ballantyne, Alastair I United Kingdom 57,421,121 34.3% Bandeen, R. Derek Canada 57,421,108 34.3% Barancik, Gary S United States 57,420,829 34.3% Barden, Robert A United States 57,420,956 34.3% Bardong, Shawn P United States 57,420,422 34.3% Bardonnet, Emmanuel France 57,419,695 34.3% Bardwell, Timothy J United Kingdom 57,422,239 34.3% Barker, Francis B United States 57,420,650 34.3% Barker, Rodney J United Kingdom 57,419,722 34.3% Barnett, Phillip S United States 57,420,748 34.3%
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Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Baroudi, Jack J United States 57,419,980 34.3% Barrett, David J United States 57,420,874 34.3% Barrett, Kenneth W United States 57,419,663 34.3% Barrett, Timothy United Kingdom 57,420,264 34.3% Barsky, Neil S United States 57,420,100 34.3% Barth-Wehrenalp, Gerald P United States 57,421,069 34.3% Bartlett, Michael E United Kingdom 57,419,663 34.3% Bartlett, Philip S United States 57,420,784 34.3% Bases, Edward H United States 57,420,700 34.3% Basirov, Olga A United Kingdom 57,421,959 34.3% Bauer, David S United States 57,419,945 34.3% Bayer, Jerome W United States 57,421,189 34.3% Bearden, David A United States 57,420,772 34.3% Bechtel, Karen H United States 57,422,153 34.3% Becker, Glenn E United States 57,419,873 34.3% Bedell, James M United States 57,420,597 34.3% Behler, Richard M United States 57,419,679 34.3% Bejjani, Ghassan J Lebanon 57,420,746 34.3% Belgrad, Stephen H United States 57,420,428 34.3% Bell, Andrew J United Kingdom 57,419,663 34.3% Bell, James J United States 57,420,485 34.3% Bello, Rafael Canada 57,420,054 34.3% Benardete, Steven M United States 57,424,483 34.3% Beneke, John United States 57,420,849 34.3% Bennett, Thomas L United States 57,419,847 34.3% Berchtold, Michael J United States 57,420,827 34.3% Bergman, Jerome United States 57,420,981 34.3% Berler, Matthew K United States 57,420,075 34.3% Berner, Robert L., III United States 57,420,872 34.3% Best, Eric P United States 57,419,663 34.3% Bianco, Frank United States 57,421,047 34.3% Biert, Gisep Switzerland 57,419,663 34.3% Bigman, Theodore R Canada 57,419,772 34.3% Bilgore, Bradley Alan United States 57,420,388 34.3% Bilotti, Richard A., JR United States 57,420,041 34.3% Bilsby, Kevin A United Kingdom 57,420,870 34.3% Birdsall, John S United States 57,420,965 34.3% Birnbaum, Jeffrey M United States 57,420,219 34.3% Black, Susan Mackinnon United States 57,421,179 34.3% Blain, Paul F United Kingdom 57,419,663 34.3% Blair, David H United States 57,419,851 34.3% Blais, William L United States 57,420,968 34.3% Blau, Andrew M United States 57,420,291 34.3% Blum, Jon E United States 57,420,098 34.3% Blumstein, Michael W United States 57,420,520 34.3% Bodson, Michael C United States 57,421,109 34.3% Boggs, E. Clayton United States 57,419,873 34.3% Bohl, Theresa J United States 57,421,109 34.3% Boiarsky, Robert United States 57,420,839 34.3% Bok, Scott L United States 57,421,090 34.3% Bonafide, Robert M United States 57,420,798 34.3% Booth, David G United States 57,430,209 34.3% Bopp, Walter S United States 57,421,946 34.3% Borosh, David A United States 57,420,331 34.3% Bosco, Anthony B United States 57,420,921 34.3%
7
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Boublik, Michael J United States 57,420,527 34.3% Boucher, Charles L., II United States 57,420,452 34.3% Bouyoucos, Peter J United States 57,419,784 34.3% Bovich, Francine J United States 57,420,277 34.3% Boyer, Amy A United States 57,419,805 34.3% Bradford, Leslie Embs United States 57,422,067 34.3% Bradley, Mark H United States 57,420,547 34.3% Bradway, Robert A United States 57,420,496 34.3% Brakebill, Scott R United States 57,421,344 34.3% Brawer, Steven A United States 57,420,184 34.3% Brennan, Donald Patrick United States 57,422,210 34.3% Breslow, Stuart J.M United States 57,421,091 34.3% Brewer, Simon United Kingdom 57,419,840 34.3% Brickman, Keith D United States 57,420,380 34.3% Brierwood, David C United Kingdom 57,430,061 34.3% Brille, Brian J United States 57,420,829 34.3% Broadbent, Peregrine Charles United Kingdom 57,420,132 34.3% Broberg, Christian P Denmark 57,419,709 34.3% Brock, William G Canada 57,442,023 34.3% Brodheim, Theodore K United States 57,419,663 34.3% Brodsky, Jeffrey S United States 57,420,630 34.3% Brolley, Kevin United States 57,420,598 34.3% Brombach, Theodore J United States 57,420,352 34.3% Brooke, Paul A United States 57,421,851 34.3% Brous, Leonard United States 57,420,717 34.3% Brown, Andrew C United States 57,420,037 34.3% Brown, Douglas L United States 57,420,402 34.3% Brown, Ernest W United States 57,420,094 34.3% Brown, Jeffry P United States 57,421,020 34.3% Brown, Keith United Kingdom 57,443,171 34.3% Brown, Randolph B United States 57,420,031 34.3% Browne, Kevin J United States 57,421,108 34.3% Brundler, Adolf Switzerland 57,419,663 34.3% Bryant, Malcolm P United Kingdom 57,421,925 34.3% Bryce, Colin United Kingdom 57,420,423 34.3% Buck, Lee M United States 57,426,670 34.3% Buechter, Markus Germany 57,419,716 34.3% Bulchandani, Ravi A India 57,419,990 34.3% Buovolo, Anthony J United States 57,420,962 34.3% Burdick, Leigh S United States 57,420,209 34.3% Burke, Lauren M United States 57,420,114 34.3% Burns, Dennis J United States 57,421,946 34.3% Busch, May C United States 57,421,250 34.3% Byrd, Caren United States 57,420,955 34.3% Caffrey, Timothy J United States 57,420,503 34.3% Cahill, Thomas F., JR United States 57,420,345 34.3% Caldecott, P.Dominic United Kingdom 57,420,263 34.3% Callahan, Daniel H United States 57,420,007 34.3% Campbell, Laurie G Canada 57,420,186 34.3% Campbell, Randall S United States 57,420,476 34.3% Campion, Frances Ireland 57,419,663 34.3% Cappucci, Guy T United States 57,420,699 34.3% Caputo, A Macdonald United States 57,422,223 34.3% Caracappa, Mary United States 57,420,846 34.3% Carey, James P United States 57,421,183 34.3%
8
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Carleton, Bruce T United States 57,421,917 34.3% Carlin, Jane D United States 57,420,969 34.3% Carmichael, Terence P United States 57,421,076 34.3% Carr, Louis J, JR United States 57,422,262 34.3% Carrafiell, John A United States 57,420,585 34.3% Carroll, Allan R United States 57,419,836 34.3% Carroll, David C United States 57,420,779 34.3% Carroll, Jesse L, JR United States 57,430,005 34.3% Carroll, John E United States 57,419,911 34.3% Carruthers, Alan Thomas United Kingdom 57,419,663 34.3% Caruso, Christopher J United States 57,421,041 34.3% Cashel, Michael Sean United States 57,420,184 34.3% Casper, Robert Y United States 57,419,935 34.3% Cassedy, Michael J United States 57,421,510 34.3% Cassou, Beatrice M United States 57,420,829 34.3% Castellano, Richard R United States 57,421,306 34.3% Caufield, Patrick J United States 57,419,744 34.3% Cawsey, Richard Australia 57,420,037 34.3% Certosimo, Arthur United States 57,419,850 34.3% Chamberlain, Paul E United States 57,420,562 34.3% Chamberlain, Stephen P United Kingdom 57,423,851 34.3% Chammah, Walid A Lebanon 57,420,234 34.3% Chan, Oliver S United States 57,420,654 34.3% Chandler, Elizabeth R United States 57,420,346 34.3% Chang, Victor United States 57,419,929 34.3% Chasin, Charles United States 57,420,955 34.3% Chenevix-Trench, Jonathan United Kingdom 57,422,601 34.3% Chester, John E, III United States 57,421,020 34.3% Chiarello, Guy United States 57,420,915 34.3% Chin, Ean Wah Malaysia 57,419,663 34.3% Chirls, Catherine E United States 57,420,235 34.3% Christianakis, Leonidas Ioanni United Kingdom 57,419,663 34.3% Chui, Vincent Y C Hong Kong 57,419,663 34.3% Churchouse, Frederick P New Zealand 57,419,663 34.3% Chutter, Jessica C Canada 57,420,721 34.3% Citrino, Mary Anne United States 57,420,872 34.3% Clark, Jonathan M United States 57,420,448 34.3% Clark, Mayree C United States 57,421,851 34.3% Clark, William Thomas United States 57,424,438 34.3% Clemente La Brum, John P United States 57,420,887 34.3% Clephane, Thomas P United States 57,421,839 34.3% Clifford, Kenneth F United States 57,420,943 34.3% Cobby, Nigel United Kingdom 57,422,129 34.3% Cohan, Timothy P United States 57,421,538 34.3% Cohen, Bruce L United States 57,421,186 34.3% Cohen, David L United States 57,421,301 34.3% Cohen, Robert A United States 57,420,437 34.3% Cohen, Stephen A United States 57,419,733 34.3% Colby-Jones, Lisa R United States 57,421,342 34.3% Cole, James S United States 57,421,808 34.3% Coleman, Christopher John United Kingdom 57,419,663 34.3% Coleman, Kevin P United States 57,419,759 34.3% Coleman, Maureen E United States 57,420,617 34.3% Coley, James C II United States 57,420,914 34.3% Colman, Mark M United States 57,420,812 34.3%
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Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Colosimo, Louis A United States 57,420,232 34.3% Comfort, Stephanie G United States 57,420,263 34.3% Connolly, John D United States 57,419,873 34.3% Connor, Mary T United States 57,420,819 34.3% Connors, Timothy G United States 57,419,873 34.3% Conway, Andrew J United States 57,419,663 34.3% Cook, Charles R United States 57,420,798 34.3% Coombe, Christopher John United Kingdom 57,419,695 34.3% Cooper, Alastair W.P United Kingdom 57,420,811 34.3% Cooper, Andrew C United States 57,420,740 34.3% Cooper, Scott H Canada 57,420,895 34.3% Cordner, Carter W United States 57,421,014 34.3% Cordy, Stephen C United States 57,420,910 34.3% Corkran, Jo Ann United States 57,419,916 34.3% Corsi, Stefano Italy 57,420,277 34.3% Cox, Christopher United Kingdom 57,420,186 34.3% Cox, Kevin C United States 57,420,678 34.3% Coyner, Kevin B United States 57,420,905 34.3% Crane-Griffith, Elizabeth United States 57,420,629 34.3% Crawford, Stephen S United States 57,420,678 34.3% Cregan, John F United States 57,421,445 34.3% Crespi, Marc United States 57,419,873 34.3% Crnkovich, Peter N United States 57,421,292 34.3% Croft, Robert G.E United Kingdom 57,420,369 34.3% Crompton, Bradley Canada 57,419,663 34.3% Crompton, John D United Kingdom 57,420,609 34.3% Crowder, Garry B United States 57,421,208 34.3% Cruz, Zoe Greece 57,421,851 34.3% Cummins, Neil A United States 57,432,056 34.3% Cunningham, Michael John United Kingdom 57,420,035 34.3% Cunningham, Peter United Kingdom 57,421,072 34.3% Cunningham, Stephen M United States 57,419,663 34.3% Curtis, Michael S United States 57,420,787 34.3% Curtis, Paul D United States 57,420,838 34.3% Czinsky, Michael J United States 57,420,918 34.3% D'Antonio, Stephen H United States 57,420,823 34.3% Dal Lago, Frank C United States 57,420,925 34.3% Daniel, Paul R United Kingdom 57,420,609 34.3% Davidson, John H United States 57,421,678 34.3% Davidson, John P., III United States 57,420,111 34.3% Davidson, Norton A, III United States 57,434,896 34.3% Davidson, Richard Gavin United Kingdom 57,420,160 34.3% Davies, Peter E United States 57,420,056 34.3% Davis, Barry United States 57,421,579 34.3% Davis, Joseph F., JR United States 57,420,974 34.3% Dawson, Kenneth E United Kingdom 57,422,405 34.3% Day, Jacqueline A United Kingdom 57,421,040 34.3% Day, Paul A United Kingdom 57,419,993 34.3% De Chazal, Guy L United States 57,421,808 34.3% De Montfort, Piers United Kingdom 57,429,237 34.3% De Saint-Aignan, Patrick United States 57,422,153 34.3% Dean, Angela H United Kingdom 57,419,961 34.3% Dean, Gordon G United States 57,420,898 34.3% Dedomenico, Edward J United States 57,420,284 34.3% Dee, Michael E United States 57,420,785 34.3%
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Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Deforest, Laura I United States 57,420,137 34.3% Denaut, Anne S United States 57,420,650 34.3% Denaut, James A United States 57,419,663 34.3% Derbes, Richard A United States 57,476,504 34.4% Deregt, Kenneth M United States 57,422,153 34.3% Desalvo, Matthew S United States 57,420,953 34.3% Dewan, Hasanat M Bangladesh 57,419,942 34.3% Dewolfe, D. James United States 57,424,248 34.3% Dey, Peter J Canada 57,419,663 34.3% Dhar, Madhav India 57,422,427 34.3% Diaz-Perez, Eduardo United States 57,420,725 34.3% Dickman, Michael J United States 57,420,748 34.3% Din, Stephen Trevor United Kingdom 57,419,715 34.3% Dinger, Jeffrey E United States 57,420,881 34.3% Ditkoff, Charles J United States 57,419,944 34.3% Dixon, Robert D United States 57,420,420 34.3% Doha, Naseer Bangladesh 57,419,663 34.3% Donoghue, Geoffrey M Canada 57,420,886 34.3% Donoghue, Michael J United States 57,420,836 34.3% Donovan, Peter J United States 57,420,454 34.3% Doran, William M, JR United States 57,421,851 34.3% Dorfman, Jonathan L United States 57,420,837 34.3% Dortone, Dana L United States 57,419,873 34.3% Doshi, Mihir J United States 57,420,700 34.3% Drayson, Timothy Seccombe United Kingdom 57,419,974 34.3% Driscoll, Thomas P United States 57,420,296 34.3% Dube, Raye L United States 57,420,596 34.3% Dubeck, Michael R United States 57,419,880 34.3% Duff, Philip N United States 57,421,306 34.3% Dunn, Kenneth B United States 57,419,847 34.3% Duno, Alphonsus J United States 57,420,970 34.3% Dyal, Gordon E United States 57,420,620 34.3% Earnshaw, Scott D United States 57,420,076 34.3% Ebers-Franckowiak, Gay L United States 57,419,663 34.3% Eichorn, Mark D United States 57,420,006 34.3% Eifler, Carl M United States 57,419,800 34.3% Elliott, James G United States 57,420,967 34.3% Elmaghrabi, Ehab E United States 57,420,559 34.3% Elmasry, Hassan United States 57,419,836 34.3% Engebretson, Kathryn J United States 57,419,873 34.3% English, Frank E, JR United States 57,421,510 34.3% Epstein, Patricia N United States 57,420,871 34.3% Epstein, Stuart J United States 57,420,639 34.3% Erb, William F United States 57,420,537 34.3% Ertman, Andrew C United States 57,420,531 34.3% Esaki, Howard Y United States 57,420,203 34.3% Esquivel, Josephine R United States 57,419,797 34.3% Esser, Stephen F United States 57,419,873 34.3% Essig, Karl P United States 57,424,455 34.3% Estes, Susan M. United States 57,421,017 34.3% Evans, R Bradford United States 57,422,395 34.3% Ewell, C. Daniel United States 57,420,829 34.3% Fadel, James P United States 57,419,663 34.3% Fagen, Brian R United States 57,420,409 34.3% Fagen, Robert A United States 57,420,918 34.3%
11
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Falls, Amy C United States 57,419,930 34.3% Fan, Linda C United States 57,420,852 34.3% Fanelli, Peter R United States 57,420,526 34.3% Fanlo, Ignacio J United States 57,420,182 34.3% Fappiano, Maryann United States 57,420,860 34.3% Fareri, Robert United States 57,420,706 34.3% Faulkner, John H United States 57,420,001 34.3% Fawcett, Amelia C United States 57,420,990 34.3% Fear, Oliver United Kingdom 57,420,200 34.3% Feder, Abigail Jones United States 57,420,705 34.3% Federico, Giacomo United States 57,420,196 34.3% Feeley, Mark J United States 57,420,855 34.3% Feenick, Anthony W United States 57,420,814 34.3% Feldman, Kirsten J Canada 57,421,529 34.3% Feldman, Robert A United States 57,419,663 34.3% Feldmann, Joel P United States 57,420,003 34.3% Felix, Richard B United States 57,422,232 34.3% Felt, Ronald G United States 57,420,880 34.3% Fernandez, Henry A United States 57,420,589 34.3% Ferriso, Peter W United States 57,420,133 34.3% Feuerman, Kurt A United States 57,421,173 34.3% Ficke, Mark D United States 57,420,859 34.3% Fiedorek, Bruce D United States 57,422,197 34.3% Field-Marsham, Scott R Canada 57,420,776 34.3% Finnegan, Daniel M United States 57,420,485 34.3% Fisher, George Ross, IV United States 57,423,051 34.3% Fitzpatrick, Steven B United States 57,420,710 34.3% Flanagan, Malachi J., JR United States 57,419,739 34.3% Flannery, Hugh J United States 57,420,546 34.3% Flaum, James E United States 57,419,956 34.3% Fleischer, Spencer C United States 57,421,825 34.3% Flood, Eugene, JR United States 57,421,121 34.3% Flynn, Thomas J United States 57,421,000 34.3% Foland, Steven R United States 57,420,008 34.3% Foley, Jake United States 57,419,994 34.3% Foley, Joseph G United States 57,420,440 34.3% Fortier, Michael Albert United States 57,419,761 34.3% Foster, Cedric G United States 57,421,695 34.3% Foster, Michael E United States 57,419,848 34.3% Fox, Nigel Jonathan Paget United Kingdom 57,420,847 34.3% Fralick, James S United States 57,424,683 34.3% Frame, Thomas C United States 57,419,663 34.3% Francescotti, Mario United Kingdom 57,427,527 34.3% Francois-Poncet, Andre France 57,419,663 34.3% Frank, Alexander C United States 57,420,839 34.3% Freeman, Ivan K United States 57,421,090 34.3% Fried, Peter C United States 57,420,906 34.3% Friedman, Catherine J United States 57,420,895 34.3% Friedman, Philip W United States 57,420,999 34.3% Friend, Warren H United States 57,420,852 34.3% Frost, Ronald X United States 57,421,040 34.3% Fung, E. Michael Hong Kong 57,419,663 34.3% Futaki, Akifumi Japan 57,419,663 34.3% Gaffney, Monica Josephine Ireland 57,419,663 34.3% Gaillard, Vincent M. J France 57,419,663 34.3%
12
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Gajendragadkar, Dilip S India 57,420,276 34.3% Gale, Andrew United Kingdom 57,420,565 34.3% Galgano, V James United States 57,421,024 34.3% Galper, Myron United States 57,421,032 34.3% Gandhi, Vikram S India 57,420,544 34.3% Gantsoudes, James G United States 57,420,093 34.3% Garber, Victor S United States 57,421,394 34.3% Gardiner, Kevin Leslie United Kingdom 57,419,902 34.3% Garrison, Robert E United States 57,420,811 34.3% Gartin, Clinton G United States 57,424,501 34.3% Gartland, Robert F United States 57,422,153 34.3% Gault, Bernard France 57,419,663 34.3% Gauntt, Robert P United States 57,419,663 34.3% Genova, Lisa A United States 57,420,803 34.3% George, Patrick Robert France 57,419,663 34.3% Germany, J. David United States 57,419,873 34.3% Gerner, Rolf Michael Germany 57,419,663 34.3% Ghaffari, Paul B United States 57,420,215 34.3% Gibson, Michael Switzerland 57,419,663 34.3% Gibson, Thomas C United States 57,419,663 34.3% Girsky, Stephen J United States 57,419,778 34.3% Glas, Michel T France 57,419,725 34.3% Glascott, James D United States 57,420,882 34.3% Goldberg, Alan E United States 57,421,946 34.3% Golding, David R United States 57,419,663 34.3% Goldrich, Robert F United States 57,426,582 34.3% Goldstein, Carol S United States 57,420,798 34.3% Gordon, Marc W United States 57,421,098 34.3% Gorman, Jessica G United States 57,420,843 34.3% Gort, Michael A United States 57,421,082 34.3% Gould, Richard G., III United States 57,441,422 34.3% Graflund, Scott R United States 57,420,563 34.3% Graham, Gilles United Kingdom 57,419,711 34.3% Graham, James R Ireland 57,421,930 34.3% Grant, Adam D United Kingdom 57,419,718 34.3% Gray, Gordon S United States 57,422,153 34.3% Gray, Stephen Edward United Kingdom 57,420,121 34.3% Greenberg, Edward M United States 57,420,404 34.3% Greenlaw, David J United States 57,420,597 34.3% Greenshields, Simon United Kingdom 57,421,375 34.3% Greenwald, Jamie United States 57,419,860 34.3% Gremont, Arnaud Jean-Marie France 57,419,663 34.3% Grimes, Michael D United States 57,419,751 34.3% Grinnell, Christopher C United States 57,420,789 34.3% Grisham, James Wayne United States 57,420,421 34.3% Groesbeck, Jonathan M United States 57,419,784 34.3% Grogan, Matthew J United States 57,419,903 34.3% Grohskopf, Robert H., JR United States 57,420,755 34.3% Gronquist, Catherine D United States 57,420,941 34.3% Gros, Francisco R.A Brazil 57,420,209 34.3% Grzeczka, Keith L United States 57,420,793 34.3% Guevara, Andrew R, JR United States 57,419,663 34.3% Gulley, Mark R United States 57,420,992 34.3% Gully, Joshua P United States 57,420,019 34.3% Gutheim, Paul G United States 57,420,987 34.3%
13
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Haddad, Michael D United States 57,420,746 34.3% Haffner, Lynn Carlos United States 57,422,574 34.3% Hafstad, Einar F United States 57,419,663 34.3% Hager, Francis J United States 57,420,888 34.3% Hagin, Robert L United States 57,419,847 34.3% Haguenauer, Olivier P France 57,419,977 34.3% Hahn, John C United States 57,420,506 34.3% Hall, C. Barrows United States 57,421,851 34.3% Hall, Perry E., II United States 57,421,308 34.3% Halliday, Christopher I United Kingdom 57,419,663 34.3% Hamidi, Shahram Iran 57,420,566 34.3% Hamilton, Peter F United States 57,421,019 34.3% Hammond, Paul United Kingdom 57,419,697 34.3% Hancock, Mark R United States 57,420,754 34.3% Haney, William C United States 57,422,111 34.3% Hanlon, John P United States 57,419,783 34.3% Hantho, Mark A Canada 57,419,719 34.3% Happel, Michael A United States 57,420,748 34.3% Hara, Fusao Japan 57,419,663 34.3% Hardie, Iain Richard United Kingdom 57,419,663 34.3% Harding, William J United States 57,419,918 34.3% Hardy, Michael W United States 57,420,830 34.3% Harland, Christopher M United States 57,421,227 34.3% Harman, William R United States 57,421,600 34.3% Harms, Thomas K., JR United States 57,420,644 34.3% Harpe, Michael G Canada 57,420,893 34.3% Harrington, Anna R United States 57,420,133 34.3% Harris, Carla A United States 57,420,733 34.3% Harris, W. Brooks United States 57,420,411 34.3% Harvey, Ellen D United States 57,419,663 34.3% Hassen, Thomas E United States 57,421,787 34.3% Hatfield, Jay D United States 57,420,678 34.3% Havens, John P United States 57,421,851 34.3% Hawkins, Chris Alan United Kingdom 57,419,771 34.3% Hay, Marianne Laing United Kingdom 57,419,979 34.3% Hayashi, Kazushi Japan 57,419,663 34.3% Hayes, David L United States 57,420,485 34.3% Hayes, Mary-Anne Australia 57,419,891 34.3% Hayes, Michael A United Kingdom 57,419,713 34.3% Haythe, David O United States 57,422,299 34.3% Hedlund, Mats Mikael Sweden 57,419,904 34.3% Hegglin, Daniel R Switzerland 57,429,091 34.3% Hendel, Stuart J United States 57,420,674 34.3% Hendry, Daniele N Switzerland 57,419,663 34.3% Henkel, Eleni D United States 57,420,613 34.3% Hennemuth, Bruce W United States 57,420,916 34.3% Hennessy, Miguel E United States 57,420,513 34.3% Hennigan, Patrick J United States 57,419,925 34.3% Hepburn, John K Canada 57,446,291 34.3% Hershy, Robert J United States 57,420,730 34.3% Herskovitz, Michael D United States 57,420,026 34.3% Hevner, John D United States 57,419,855 34.3% Heyes, Richard C United Kingdom 57,420,317 34.3% Higgins, William X United States 57,421,404 34.3% Hilder, David B United States 57,420,000 34.3%
14
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Hill, Joseph W, II United States 57,421,632 34.3% Hilton, Frank Paul United Kingdom 57,419,897 34.3% Hilzenrath, Eugene B United States 57,420,859 34.3% Hirsch, Steven E United States 57,421,018 34.3% Hirschfeld, David J United States 57,419,663 34.3% Hirshorn, William D United States 57,420,533 34.3% Hirst, Julian Clement United Kingdom 57,419,663 34.3% Hoch, James S United States 57,420,895 34.3% Hoch, Kenneth C United States 57,420,996 34.3% Hoffen, Howard I United States 57,420,678 34.3% Hoffman, Michael C United States 57,420,869 34.3% Hogan, Jeffrey N United States 57,419,663 34.3% Hollihan, John P, III United States 57,421,204 34.3% Hollinger, Reginald J United States 57,420,673 34.3% Holzschuh, Jeffrey R United States 57,421,282 34.3% Hong, Jun K United States 57,420,214 34.3% Hoornweg, Roberto Netherlands 57,420,359 34.3% Hornbeck, Geoffrey H United States 57,420,095 34.3% Hosler, C. William United States 57,420,531 34.3% Howland, Christopher John United Kingdom 57,419,711 34.3% Hsieh, Jackson United States 57,419,930 34.3% Hu, Wei-Chung Bradford Taiwan 57,420,630 34.3% Huang, Susan S United States 57,420,492 34.3% Huffman, Randall C United States 57,420,751 34.3% Hughes-Guden, Ruth A United States 57,419,663 34.3% Humphery, Marye L United Kingdom 57,419,663 34.3% Huneke, John H, III United States 57,421,211 34.3% Huntley, Kristen S United States 57,420,829 34.3% Hyman, John Edward United Kingdom 57,420,054 34.3% Imanishi, Jun Japan 57,419,663 34.3% Ip, Honsum Hong Kong 57,419,663 34.3% Ireland, Jenny Fiona United Kingdom 57,419,663 34.3% Irish, John S United States 57,420,657 34.3% Isasi, Luis Spain 57,420,979 34.3% Ivey, Tracey H United States 57,419,873 34.3% Jabbour, Reynold A United States 57,419,663 34.3% Jackson, Alan New Zealand 57,419,663 34.3% Jacobs, David A United States 57,420,110 34.3% Jalouneix, Olivier France 57,419,663 34.3% James, George Michael United States 57,431,137 34.3% James, Melissa E United States 57,420,614 34.3% Jamesley, Karen C United States 57,420,716 34.3% Janson, Michael M United States 57,423,771 34.3% Jarvis, Timothy E United States 57,420,496 34.3% Jodka, Jonathan D United States 57,420,461 34.3% Johansson, Jerker M Sweden 57,420,370 34.3% Johnson, David United States 57,420,922 34.3% Johnson, David L United States 57,419,663 34.3% Johnson, Margaret Kinsley United States 57,420,637 34.3% Johnson, R Sheldon United States 57,421,946 34.3% Johnson, Theodore J United States 57,419,829 34.3% Jones, Alan K United States 57,420,144 34.3% Jones, Andrew C United States 57,420,537 34.3% Jones, David G United States 57,419,737 34.3% Jones, Donald J United States 57,420,945 34.3%
15
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Jones, Robert W United States 57,425,153 34.3% Joseph, Ravindra J Sri Lanka 57,420,797 34.3% Jouhar, Kelvin Jan United Kingdom 57,419,663 34.3% Joyce, Richard E, JR United States 57,420,810 34.3% Juterbock, Thomas M United States 57,422,387 34.3% Kagan, Samuel J Canada 57,420,423 34.3% Kageyama, Toshiji Japan 57,419,663 34.3% Kaito, Masao Japan 57,419,663 34.3% Kamen, Eric M United States 57,421,384 34.3% Kamins, Harold W United States 57,420,653 34.3% Kanellitsas, John A United States 57,420,381 34.3% Kani, Takeo Japan 57,419,663 34.3% Kaplan, Stephanie B United States 57,419,944 34.3% Karches, Peter F United States 57,422,420 34.3% Kary, Mark R United Kingdom 57,419,663 34.3% Kassin, Philip United States 57,421,241 34.3% Katsihtis, Paul E United States 57,420,643 34.3% Kauffman, Richard L United States 57,420,304 34.3% Kay, S. Carolyn H Australia 57,419,663 34.3% Kayello, Sammy Lebanon 57,420,371 34.3% Kazazes, Thomas P United States 57,420,385 34.3% Keane, Michael David United Kingdom 57,419,721 34.3% Keays, Thomas R United States 57,420,864 34.3% Keeler, Paul J., JR United States 57,420,316 34.3% Keep, Ann United Kingdom 57,421,861 34.3% Kelleher, Colm Thomas United Kingdom 57,420,816 34.3% Kelley, Scott M United States 57,420,829 34.3% Kelley, Sean P United States 57,420,545 34.3% Kelly, Christopher R United States 57,420,001 34.3% Kelly, George J United States 57,421,245 34.3% Kelly, Kevin M United States 57,420,782 34.3% Kelly, Timothy D United States 57,420,940 34.3% Kemp, Stephen C United Kingdom 57,419,663 34.3% Kennedy, Catherine A United States 57,419,920 34.3% Kennedy, Douglas A Canada 57,420,755 34.3% Kent, Claire United Kingdom 57,419,663 34.3% Kent, David Australia 57,419,663 34.3% Kent, Ronald S United Kingdom 57,424,572 34.3% Key, Nigel R United States 57,419,796 34.3% Khadjavi, Laya Iran 57,420,785 34.3% Kidwell, Jeffrey S United States 57,420,957 34.3% Kilcoyne, Moira A United States 57,420,521 34.3% Kimak, Mark M United States 57,421,052 34.3% Kimball, Paul G United States 57,422,153 34.3% Kimball, Richard A., JR United States 57,420,678 34.3% Kimeda, Toshio Japan 57,419,663 34.3% Kindred, Jonathan B United States 57,421,090 34.3% King, Nancy A United States 57,420,515 34.3% King, William T United States 57,420,577 34.3% Kingston, Douglas P., III United States 57,420,833 34.3% Kinkead, Brian M United States 57,420,895 34.3% Kinmont, Alexander United Kingdom 57,419,854 34.3% Kircher, Hillary E United States 57,419,969 34.3% Kirkland, Derek G United States 57,421,018 34.3% Kishimoto, Satoshi Japan 57,419,663 34.3%
16
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Kitts, Robert W United States 57,420,140 34.3% Klaedtke, Patrick G Germany 57,419,663 34.3% Klein, Michael F United States 57,419,733 34.3% Kloppenborg, Robert W United States 57,420,841 34.3% Knowles, James Hastings Lewis Canada 57,419,757 34.3% Koederitz, Candice E United States 57,421,944 34.3% Koenen, Austin V United States 57,421,756 34.3% Koerling, Heinrich Germany 57,432,519 34.3% Kohnhorst, Adolf Netherlands 57,419,714 34.3% Konolige, Kit United States 57,420,019 34.3% Koppenol, Robert G United States 57,420,839 34.3% Kourakos, William United States 57,421,171 34.3% Kovich, Nicholas J United States 57,419,873 34.3% Kraft, Joseph A., JR United States 57,420,656 34.3% Krammer, Marlene G United States 57,420,999 34.3% Kreider, Steven K United States 57,419,847 34.3% Kressner, J. Thomas Sweden 57,422,503 34.3% Krom, Frederick B, III United States 57,421,579 34.3% Kronenberg, Anne C United States 57,420,803 34.3% Kupferberg, Barry D United States 57,420,748 34.3% Kurtz, Patricia A United States 57,421,077 34.3% Kushma, Debra A F United States 57,420,457 34.3% Kushma, Michael B United States 57,420,660 34.3% La Roche, Elaine United States 57,422,153 34.3% Ladd, Susan C United States 57,420,923 34.3% Lafaman, James T United States 57,420,792 34.3% Laird, Jo Backer United States 57,421,369 34.3% Lal, Naina India 57,419,663 34.3% Lall, Rajiv B India 57,419,663 34.3% Lamountain, Jon United States 57,421,102 34.3% Lancksweert, Dominique Belgium 57,419,663 34.3% Landers, John Q., JR United States 57,420,772 34.3% Landman, David United States 57,420,960 34.3% Landry, Brenda Lee United States 57,425,421 34.3% Landry, Christina M United States 57,422,195 34.3% Langford, Thomas R United States 57,419,899 34.3% Langsam, Joseph A United States 57,421,243 34.3% Langston, Willie United States 57,419,663 34.3% Lap, Michiel P Netherlands 57,420,087 34.3% Larkins, Gary T United States 57,421,247 34.3% Larkins, Robert J United States 57,420,878 34.3% Lashendock, Michael J United States 57,420,933 34.3% Latainer, Gary D United States 57,421,610 34.3% Latif, Nadir S United Kingdom 57,420,181 34.3% Layng, John G United States 57,421,047 34.3% Leach, Brian United States 57,421,126 34.3% Leblanc, Paul L United States 57,420,973 34.3% Lebowitz, Michael United States 57,420,950 34.3% Lefkowitz, Robert M United States 57,422,155 34.3% Leimer, Willi Kurt Austria 57,419,663 34.3% Leist, Stephen United States 57,420,146 34.3% Leitch, Donald S United States 57,420,885 34.3% Lenowitz, Scott J United States 57,420,680 34.3% Levin, Debra J United States 57,420,407 34.3% Levine, Joshua S United States 57,421,214 34.3%
17
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Levy, Thomas A United States 57,420,581 34.3% Levy, William D United States 57,419,913 34.3% Lewis, Richard Graham United Kingdom 57,419,663 34.3% Lewis, William M, JR United States 57,421,851 34.3% Liang, James L United States 57,420,278 34.3% Lieblich, Steven United States 57,420,645 34.3% Lien, Michael Jown Leam Singapore 57,419,663 34.3% Likins, Jane United States 57,420,380 34.3% Lilly, Kevin J United States 57,419,663 34.3% Lim, Chin Y Malaysia 57,420,158 34.3% Lim, Khoon-Min United States 57,419,710 34.3% Lindsay, Ian E United Kingdom 57,420,381 34.3% Lipe, L. Alex Australia 57,419,663 34.3% Lippi, Marco Italy 57,420,160 34.3% Lippmann, Marianne J United States 57,420,674 34.3% Lipton, Stephen C United Kingdom 57,420,545 34.3% Litt, Michael C United States 57,420,230 34.3% Little, James W United States 57,420,595 34.3% Liu, Andrew Y.S United Kingdom 57,421,825 34.3% Liu, Jialin China 57,420,203 34.3% Liu, Theodore Em-Po United States 57,419,903 34.3% Lloyd, Charles E.G United States 57,420,252 34.3% Loarie, Robert J United States 57,420,527 34.3% Locosa, Laura E United States 57,420,815 34.3% Longley, Yvonne United Kingdom 57,419,663 34.3% Longo, Victoria A United States 57,419,734 34.3% Lorentzen, Kent R United States 57,423,230 34.3% Lourie, Jonathan H United States 57,420,484 34.3% Lovoi, John V United States 57,419,749 34.3% Lucaya, Jorge Spain 57,419,795 34.3% Lumpkins, David B D United States 57,420,036 34.3% Lutz, Merritt M United States 57,419,896 34.3% Lyche, Iver United States 57,419,895 34.3% Lyles, Ray V, JR United States 57,421,336 34.3% Lynch, Elizabeth W United States 57,420,694 34.3% Lynch, Patrick D United States 57,419,663 34.3% Macchiaverna, Glenn J United States 57,420,537 34.3% Macdonald, Gavin L United Kingdom 57,419,663 34.3% Macdonald, Robert Cumming United Kingdom 57,419,663 34.3% Macelwee, Elizabeth M United States 57,419,894 34.3% Mack, Andrew John United Kingdom 57,419,663 34.3% Mackenzie, Douglas F United States 57,419,791 34.3% Mackin, John J United States 57,421,148 34.3% Magee, Steven G United States 57,420,975 34.3% Maguire, J. Robert United States 57,420,960 34.3% Maguire, John F United States 57,420,034 34.3% Mahon, James J United States 57,420,952 34.3% Mahoney, James P United States 57,421,507 34.3% Mainey, Richard E United States 57,419,926 34.3% Maiwald, Maryann K United States 57,419,873 34.3% Malone, Christian B United States 57,421,097 34.3% Mamdani, Mahmoud A United States 57,420,956 34.3% Maner, William A., IV United States 57,420,483 34.3% Mangi, Joseph A United States 57,421,036 34.3% Mangino, Gary J United States 57,420,941 34.3%
18
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Manley, James J United States 57,419,873 34.3% Manson, Christopher J.J United Kingdom 57,420,134 34.3% Mantz, Jay H United States 57,419,984 34.3% Maratos, Jason G Greece 57,419,663 34.3% Marcin, Robert J United States 57,419,847 34.3% Margolis, Jeffrey United States 57,419,937 34.3% Marks, Kenneth R United States 57,421,605 34.3% Markwalter, John S., JR United States 57,420,702 34.3% Marren, John W United States 57,419,663 34.3% Martin, M. Paul United States 57,420,860 34.3% Martinez, Lourdes Linden United States 57,421,003 34.3% Mason, Alexander Maurice Ireland 57,419,711 34.3% Masri, Jack Joseph United Kingdom 57,420,077 34.3% Massey, Stewart R United States 57,420,981 34.3% Massot, Sylvain P France 57,420,467 34.3% Masucci, Ferdinand D United States 57,421,308 34.3% Maxwell, Philip Moulton Australia 57,419,663 34.3% Mayer, Kimball P United States 57,420,762 34.3% Maynard, Daniel V United States 57,420,642 34.3% Maynard, Walter, JR United States 57,421,284 34.3% Mayoros, Alan E United States 57,420,831 34.3% Mazzilli, Paul J United States 57,421,322 34.3% Mazzucchelli, Marco G Italy 57,419,663 34.3% Mcallister, Dean E United States 57,420,596 34.3% Mcarthur, James New Zealand 57,419,663 34.3% Mcbee, Phoebe United States 57,419,663 34.3% Mccarthy, Anthony P United States 57,421,249 34.3% Mccombe, William D Australia 57,421,014 34.3% Mcconigley, Michael J Ireland 57,421,249 34.3% Mcconnell, Joseph M United States 57,423,003 34.3% Mcculloch, Gordon Robert United Kingdom 57,420,440 34.3% Mcdade, John Wesley, JR United States 57,419,866 34.3% Mcdonald, James W United States 57,420,330 34.3% Mcdonnell, Gail P United States 57,420,214 34.3% Mcdonough, Patrick J United States 57,420,826 34.3% Mcgeehan, John D United States 57,420,959 34.3% Mcgill, James F United States 57,419,663 34.3% Mcginnis, James P., JR United States 57,419,979 34.3% Mcguinness, Nancy A United States 57,420,025 34.3% Mchugh, Daniel United States 57,419,663 34.3% Mchugh, Florence Q United States 57,420,109 34.3% Mcinerney, John J United States 57,420,445 34.3% Mcinerney, Thomas J United States 57,420,492 34.3% Mcintyre, John P, JR United States 57,419,956 34.3% Mcmahon, Kevin A United States 57,419,663 34.3% Mcmahon, William C United States 57,420,966 34.3% Mcvicker, Michael J United States 57,420,171 34.3% Meeker, Mary G United States 57,420,397 34.3% Melendez, Victoria T United States 57,419,996 34.3% Memani, Krishna K India 57,420,872 34.3% Memmott, David J United States 57,419,663 34.3% Mena, Daniel T United States 57,420,166 34.3% Menell, Mark Ss United States 57,420,483 34.3% Merritt, Peter G United States 57,420,636 34.3% Metzler, Robert A United States 57,421,441 34.3%
19
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Meyer, Bruce A United States 57,423,749 34.3% Meyer, Joseph F United States 57,420,976 34.3% Meyer, Robert L United States 57,420,774 34.3% Miao, Eugene A United States 57,420,812 34.3% Michnowich, Salvatore E United States 57,422,079 34.3% Micioni, Peter J United States 57,420,616 34.3% Milias St. Peter, Mary Ann United States 57,419,873 34.3% Miller, Cathy Ann United States 57,420,726 34.3% Miller, Frederic A United States 57,420,781 34.3% Miller, Lyle D United States 57,420,069 34.3% Miller, Paul S United States 57,421,125 34.3% Milunovich, Steven M United States 57,420,547 34.3% Minicucci, Giuseppina Italy 57,419,843 34.3% Mintz, Daniel R United States 57,420,740 34.3% Mirat, Pierre Jean Henri France 57,419,663 34.3% Missett, Bruce M United States 57,421,018 34.3% Mitchell, Adam John United Kingdom 57,419,663 34.3% Mitchell, Lawrence R., JR United States 57,419,663 34.3% Mizen, Greg E United States 57,420,831 34.3% Moehlmann, Claus Christian Germany 57,419,663 34.3% Mole, Marie L United States 57,420,719 34.3% Molloy, William S United States 57,421,851 34.3% Moniodes, Nicholas J United States 57,420,664 34.3% Moonier, James F United States 57,420,866 34.3% Moore, David Neil United Kingdom 57,419,663 34.3% Moore, Donald A., JR United States 57,422,167 34.3% Moore, Duncan Charles Mcnaught United Kingdom 57,420,476 34.3% Moran, Matthew J United States 57,420,392 34.3% More, Daniel B United States 57,420,194 34.3% Morgan, David H United Kingdom 57,421,421 34.3% Morphett, Jonathan G United States 57,421,295 34.3% Morrill, Caroline C United States 57,419,663 34.3% Morris, Karen L United States 57,419,663 34.3% Mortimer, Patrick J United States 57,420,770 34.3% Moscati, Leonard F United States 57,421,008 34.3% Moser, David S United States 57,420,562 34.3% Mourre, Marc France 57,419,876 34.3% Mozer, Francine L United States 57,421,003 34.3% Mueller, John M, III United States 57,420,629 34.3% Muller, Peter United States 57,420,201 34.3% Muller, Thomas R United States 57,421,274 34.3% Mullin, Sean C.V Canada 57,420,683 34.3% Munari, Andrea Italy 57,419,663 34.3% Munger, Stephen R United States 57,421,344 34.3% Murphy, Charles W United States 57,420,729 34.3% Murphy, David J United States 57,421,047 34.3% Murphy, Devin I United States 57,420,488 34.3% Murphy, Kevin C United States 57,420,902 34.3% Murray, Eileen K United States 57,421,287 34.3% Murray, Janet E United Kingdom 57,420,218 34.3% Murray, Peter J United Kingdom 57,420,475 34.3% Nadosy, Peter United States 57,422,262 34.3% Nagrani, Vikram United States 57,419,663 34.3% Nagrani, Vineet India 57,419,663 34.3% Nakada, Kenji Japan 57,419,663 34.3%
20
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Narang, Anil India 57,419,663 34.3% Nathan, J. Saul United Kingdom 57,419,663 34.3% Naylor, Margaret P United Kingdom 57,420,531 34.3% Neamtu, Alexander United States 57,421,352 34.3% Needham, Peter A United States 57,421,621 34.3% Neuberger, Mark A United States 57,420,563 34.3% Neubert, David L. C United States 57,420,044 34.3% Neubohn, Naneen H United States 57,421,641 34.3% Neuhaus, Kenneth M United States 57,423,279 34.3% Neuwirth, David N United States 57,420,734 34.3% Newcomb, Philip V United States 57,420,909 34.3% Newhouse, Stephan F United States 57,421,946 34.3% Newman, David F United Kingdom 57,420,942 34.3% Newman, Patricia United States 57,419,663 34.3% Ni Chathmhaoil, Aifric Ireland 57,419,717 34.3% Nickoll, Benjamin E United States 57,419,790 34.3% Nicol, David United Kingdom 57,425,733 34.3% Nides, Thomas R United States 57,419,663 34.3% Niehaus, Christopher J United States 57,421,108 34.3% Niehaus, Robert H United States 57,424,251 34.3% Nimkoff, Debra L United States 57,420,688 34.3% Nosseir, Amr M United States 57,420,583 34.3% Notley, Sean J United Kingdom 57,421,628 34.3% Noujaim, Alexander J United States 57,420,650 34.3% Nowlin, Kevin M United States 57,419,719 34.3% O'Brien, Donald S United States 57,421,013 34.3% O'Brien, James M United States 57,421,174 34.3% O'Brien, Paul F United States 57,419,663 34.3% O'Connor, Stephen P United Kingdom 57,419,934 34.3% O'Flynn, Thomas M Canada 57,420,872 34.3% O'Friel, Mark L United States 57,420,334 34.3% O'Hare, Michael T United States 57,421,087 34.3% O'Keefe, William B United States 57,421,361 34.3% O'Leary, William F United States 57,421,455 34.3% Oberlin, Dana M United States 57,420,838 34.3% Ocampo, Edward J United States 57,420,598 34.3% Oelerich, Francis J, III United States 57,420,872 34.3% Okusu, Taiji Japan 57,419,663 34.3% Olesky, Jonathan D United States 57,420,964 34.3% Olsen, Warren United States 57,421,203 34.3% Onuma, Takashi Japan 57,419,663 34.3% Orem, John R United States 57,420,761 34.3% Ormerod, Mark United Kingdom 57,422,055 34.3% Osbon, John F United States 57,420,485 34.3% Osborne, Nicholas D United States 57,419,947 34.3% Overton, Ian M United Kingdom 57,420,247 34.3% Oyarbide, Carlos Alfonso Spain 57,419,811 34.3% Ozeki, Toshio Japan 57,421,650 34.3% Pace, Joanne United States 57,420,181 34.3% Pace, Phillip Z United States 57,419,744 34.3% Pagliari, Michael United Kingdom 57,420,504 34.3% Palmiotti, Joseph C United States 57,420,670 34.3% Pandit, Vikram S India 57,421,851 34.3% Panjwani, Raju H United States 57,421,007 34.3% Pannell, Carol Amanda United Kingdom 57,419,723 34.3%
21
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Pardesi, Anees United Kingdom 57,419,878 34.3% Parent, Margaret M United States 57,420,094 34.3% Parker, Kevin E United States 57,421,373 34.3% Parr, Gary W United States 57,420,086 34.3% Pasciucco, Gerard United States 57,420,891 34.3% Pate, Bruce A United States 57,420,371 34.3% Patel, Mukesh D United States 57,420,922 34.3% Patten, Veeswanaden R Mauritius 57,419,663 34.3% Pavoncelli, Riccardo Italy 57,420,860 34.3% Pearson, Sharon E United Kingdom 57,420,158 34.3% Pecori Giraldi, Galeazzo Italy 57,424,607 34.3% Pedde, Richard Canada 57,419,663 34.3% Pelgrift, James D United States 57,422,060 34.3% Pellecchio, Ralph L United States 57,421,428 34.3% Pelosky, Robert J., JR United States 57,420,497 34.3% Penington, Michael United Kingdom 57,420,157 34.3% Penney, David J United States 57,419,769 34.3% Penwell, Stephen B United States 57,420,550 34.3% Pereira, Ian C.T Kenya 57,420,331 34.3% Pereira, Paulo C Portugal 57,419,663 34.3% Perella, Joseph R United States 57,420,224 34.3% Pernas, Alvaro Spain 57,420,204 34.3% Peskin, Michael W United States 57,419,802 34.3% Pest, Willie R United States 57,419,790 34.3% Peterson, C. Scott United States 57,420,676 34.3% Peterson, Wayne D United States 57,420,904 34.3% Petery, Andras R United States 57,422,089 34.3% Petitgas, Franck R France 57,420,002 34.3% Petri, Lawrence M United States 57,421,027 34.3% Petrick, Michael J United States 57,420,748 34.3% Petrilli, Anthony United States 57,420,653 34.3% Petrow, Christopher G United States 57,420,974 34.3% Phillips, Charles E., JR United States 57,419,837 34.3% Phillips, Craig S United States 57,420,178 34.3% Pipa, Andrew C United States 57,420,956 34.3% Pitts, Stephen L United States 57,420,498 34.3% Placentra, Daniel R United States 57,420,737 34.3% Platt, Russell C United States 57,420,898 34.3% Pochtar, Elaine N United States 57,421,376 34.3% Pokrzywinski, Jennifer A United States 57,420,459 34.3% Polsky, Lisa K United States 57,419,663 34.3% Pope, Patricia United States 57,420,442 34.3% Porat, Ruth M United States 57,419,769 34.3% Porte, Thierry G United States 57,425,901 34.3% Portnow, Loren United States 57,419,883 34.3% Portogallo, Richard United States 57,421,081 34.3% Poulos, Perry United States 57,420,897 34.3% Poulton, Roger United Kingdom 57,421,025 34.3% Pratt, Frank T United States 57,422,153 34.3% Prill, Patrick United States 57,419,799 34.3% Putcha, Ramakrishna N India 57,421,045 34.3% Putterman, Jules B United States 57,420,424 34.3% Quartner, Douglas M United States 57,424,950 34.3% Query, James B., JR United States 57,420,857 34.3% Rabin, Michael D United States 57,420,365 34.3%
22
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Raettig, Lutz Germany 57,419,663 34.3% Raffel, Andreas Germany 57,420,000 34.3% Rahbany, Russell A United States 57,419,803 34.3% Ramachandran, Narayan India 57,419,663 34.3% Ramakrishnan, Guru K India 57,420,681 34.3% Rana, Aditya India 57,420,416 34.3% Randolph, Guy D, III United States 57,420,786 34.3% Rankin, Charles United Kingdom 57,419,881 34.3% Rankowitz, Andrew V United States 57,420,678 34.3% Rankowitz, Michael L United States 57,421,391 34.3% Ratib, Ahmet V Cyprus 57,419,663 34.3% Rault, Joseph M., III United States 57,421,614 34.3% Ravitz, Leslie C United States 57,420,591 34.3% Reeke, Gail Hunt United States 57,423,262 34.3% Reese, Ronald R United States 57,419,801 34.3% Refvik, Olav N Norway 57,420,624 34.3% Reich, Christopher V United States 57,419,994 34.3% Reicin, Glenn M United States 57,420,085 34.3% Reid, William R United States 57,420,384 34.3% Reilly, Christine I United States 57,421,464 34.3% Reilly, Timothy B United States 57,421,047 34.3% Reis, Norbert J Germany 57,419,663 34.3% Remec, Marko C United States 57,421,227 34.3% Renehan, David United States 57,422,089 34.3% Renton, Stephen United Kingdom 57,424,208 34.3% Restaino, Paolo Anthony Italy 57,419,663 34.3% Retelny, Gary United States 57,419,801 34.3% Revelli, Paolo Italy 57,419,663 34.3% Reynolds, John R United States 57,419,898 34.3% Rice, Mark R United States 57,421,122 34.3% Richard, Scott F United States 57,419,873 34.3% Richardson, Gerald P United States 57,421,079 34.3% Riche, Eden Matthew United Kingdom 57,419,714 34.3% Richter, Maria Del Carmen Panama 57,420,163 34.3% Riefler, Linda H United States 57,420,511 34.3% Riley, Thomas R United States 57,421,413 34.3% Roach, Stephen S United States 57,421,202 34.3% Robert, Marc Henri United States 57,420,246 34.3% Roberts, John A United Kingdom 57,420,983 34.3% Robey, Simon C United Kingdom 57,419,663 34.3% Robino, Christopher M United States 57,420,577 34.3% Robinson, John D United States 57,420,894 34.3% Robson, Glenn R United States 57,420,352 34.3% Rodman, Kevin L United States 57,421,032 34.3% Roessler, Gustavo S United States 57,419,663 34.3% Roger, Robin United States 57,420,688 34.3% Rogers, Hartley R United States 57,420,556 34.3% Rohde, Gregory John United States 57,420,567 34.3% Rolison, Leslie United States 57,419,663 34.3% Rollyson, Mikel M United States 57,419,792 34.3% Rookwood, Mark S United States 57,420,640 34.3% Root, Marshal E United States 57,420,715 34.3% Roseman, Caren R United States 57,420,338 34.3% Rosenthal, Andrew United States 57,420,836 34.3% Rosenthal, Richard S United States 57,421,091 34.3%
23
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Roth, Christian G United States 57,419,847 34.3% Rothberg, Rei W United States 57,420,610 34.3% Rowe, Tamsin E E United Kingdom 57,420,436 34.3% Rowley, Andrew F United States 57,421,632 34.3% Runde, James A United States 57,422,176 34.3% Russell, David A United Kingdom 57,420,872 34.3% Ryan, Robert J Canada 57,420,299 34.3% Ryder, Christopher J United States 57,420,341 34.3% Sack, Judith B United States 57,420,419 34.3% Saito, Makoto Japan 57,419,663 34.3% Salant, Marshal L United States 57,421,227 34.3% Salisbury, William R United States 57,419,937 34.3% Salmon, Robert E United States 57,420,131 34.3% Salzman, Jeffrey H United States 57,422,153 34.3% Sama, Alok United States 57,420,826 34.3% Samuels, Michele M United States 57,420,590 34.3% Sandberg, Bruce R United States 57,421,071 34.3% Sandling, M James, III United States 57,421,044 34.3% Sando, Gregg Stephen United States 57,419,867 34.3% Sandulli, Richard P United States 57,419,749 34.3% Sargent, Robert A United Kingdom 57,421,131 34.3% Sasaki, Mami Japan 57,419,663 34.3% Saunders, Richard J United Kingdom 57,421,078 34.3% Savage, Luke United Kingdom 57,419,663 34.3% Saveliff, James F United States 57,420,792 34.3% Saxe, Jonathan K United States 57,419,774 34.3% Saxe, Susan E United States 57,421,007 34.3% Saxton, Thomas J United States 57,420,779 34.3% Schaaff, Harold J, JR United States 57,420,902 34.3% Scheuer, Alan United States 57,420,057 34.3% Schiavo, Anthony United States 57,420,343 34.3% Schieffelin, Allison United States 57,420,637 34.3% Schlarbaum, Gary G United States 57,419,873 34.3% Schlesinger, Donald E United States 57,420,592 34.3% Schlueter, James B United States 57,420,845 34.3% Schmid, James D United States 57,419,873 34.3% Schmitt, Dietmar R Germany 57,419,663 34.3% Schneider, Donald J United States 57,421,050 34.3% Schneider, Walter B United States 57,419,745 34.3% Schoen, Jon S United States 57,420,076 34.3% Schuettler, Hans Joerg Germany 57,419,663 34.3% Schwalm, Hermann Switzerland 57,419,663 34.3% Schwartz, Richard C United States 57,420,102 34.3% Scott, Andrew C United States 57,421,355 34.3% Scott, Charles H United Kingdom 57,420,193 34.3% Scott, Robert G United States 57,422,420 34.3% Scowcroft, John A United States 57,419,663 34.3% Scully, Robert W United States 57,419,663 34.3% Scurletis, Dennis T United States 57,419,813 34.3% Seah, Kiat Seng Singapore 57,419,663 34.3% Seery, Christopher S United States 57,419,714 34.3% Seigel, Mark A United States 57,424,251 34.3% Seiler, Alex W United States 57,419,841 34.3% Sekaran, Rajan United States 57,419,907 34.3% Sen, Bidyut C United States 57,421,851 34.3%
24
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Serra, Loredana United States 57,419,861 34.3% Sethi, Vinod R India 57,420,583 34.3% Sexauer, Stephen C United States 57,420,851 34.3% Shah, Dhiren H United States 57,421,090 34.3% Shah, Pravin India 57,419,663 34.3% Shapiro, John A United States 57,421,561 34.3% Sharma, Sutesh K United Kingdom 57,419,663 34.3% Shea, Dennis F United States 57,422,400 34.3% Shear, Neal A United States 57,421,946 34.3% Shelton, John United Kingdom 57,420,586 34.3% Shelton, Richard David United States 57,420,587 34.3% Shen, Bing China 57,421,277 34.3% Shepardson, Robert M, III United States 57,420,492 34.3% Sherva, Dennis G United States 57,422,262 34.3% Shigenari, Yoshihiko Japan 57,420,630 34.3% Short, Marium A United States 57,421,111 34.3% Sica, Frank United States 57,421,946 34.3% Siklos, Eugene N Canada 57,420,198 34.3% Silberstein, Thomas J United States 57,419,799 34.3% Silver, Caroline Louise United Kingdom 57,419,663 34.3% Silver, Harry S United States 57,420,377 34.3% Simonian, Jon D United States 57,426,980 34.3% Simpson, Justin S Ireland 57,420,558 34.3% Sine, Jeffrey A United States 57,421,200 34.3% Sipprelle, Dwight D United States 57,421,243 34.3% Sipprelle, Scott M United States 57,420,683 34.3% Sitarz, Paul J United States 57,421,033 34.3% Skerritt, Susan E United States 57,419,913 34.3% Skiba, Jack L United States 57,421,050 34.3% Skinner, Alistair E United Kingdom 57,419,663 34.3% Sladkus, Mark H United States 57,421,022 34.3% Slaine, David R United States 57,421,102 34.3% Slaughter, J E Hoke United States 57,420,414 34.3% Sless, Henry J United Kingdom 57,419,663 34.3% Slingo, Matthew Conway United Kingdom 57,419,663 34.3% Smalley, Robert Louis United States 57,419,929 34.3% Smith, Charissa H United States 57,420,936 34.3% Smith, Judith A United States 57,421,511 34.3% Smith, Michael K United States 57,420,485 34.3% Smith, Palmer N United States 57,420,290 34.3% Smith, Paul E United States 57,420,971 34.3% Smith, Peter R G United Kingdom 57,419,663 34.3% Smith, R Bram United States 57,419,663 34.3% Smith, Robert M United States 57,419,911 34.3% Smithson, Amanda L D United Kingdom 57,420,617 34.3% Sonnenborn, Monroe R United States 57,421,519 34.3% Sorrel, Lawrence B United States 57,420,898 34.3% Soter, Arthur P United States 57,421,917 34.3% Souter, Robert J United Kingdom 57,420,189 34.3% Spector, Alvin H United States 57,420,958 34.3% Spellman, Michael F United States 57,421,078 34.3% Spence, Anthony D United Kingdom 57,419,663 34.3% Spence, John F United States 57,420,671 34.3% Spencer, Cordell G Canada 57,420,640 34.3% Spingardi, Tomaso Italy 57,419,663 34.3%
25
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Spitzley, Ray L United States 57,420,197 34.3% Sposito, Claudio Italy 57,419,732 34.3% Steele, Kenneth J United Kingdom 57,419,663 34.3% Stein, Jens-Peter Germany 57,420,078 34.3% Steinberg, David L United States 57,420,378 34.3% Steinman, Richard M United States 57,420,671 34.3% Sternberg, Michael I United States 57,419,770 34.3% Stewart, Colin R United States 57,420,280 34.3% Stewart, John R United States 57,421,230 34.3% Stewart, Timothy Donald Australia 57,419,663 34.3% Stoltz, Murray C United States 57,419,786 34.3% Stott, Peter United Kingdom 57,424,169 34.3% Strain, Clifton E United States 57,420,098 34.3% Straus, John A United States 57,421,328 34.3% Strong, William H United States 57,420,448 34.3% Struble, K Lynn Medlin United States 57,420,870 34.3% Studzinski, John J United States 57,427,447 34.3% Sturzenegger, Ronald D United States 57,420,872 34.3% Stux, Ivan E United States 57,421,256 34.3% Stynes, James B United States 57,421,917 34.3% Suarez, Glen Patrick United Kingdom 57,419,817 34.3% Sullivan, Elaine May United Kingdom 57,419,722 34.3% Suzuki, Hirohiko Japan 57,419,663 34.3% Sweeney, Francis J United States 57,420,948 34.3% Swift, Richard W United States 57,421,427 34.3% Szilasi, William J United States 57,421,308 34.3% Tabah, Marc France 57,420,597 34.3% Taggart, Richard G United States 57,420,771 34.3% Takacs, Thomas P United States 57,420,618 34.3% Takasugi, Tetsuo Japan 57,419,663 34.3% Talisse, Edward P United States 57,420,818 34.3% Tan, Soo Hock Singapore 57,419,663 34.3% Tanner, James L United States 57,426,054 34.3% Taras, Raymond C United States 57,420,853 34.3% Tarika, Roger C United States 57,421,267 34.3% Taubman, Paul J United States 57,420,971 34.3% Taylor, David J United Kingdom 57,420,789 34.3% Tell, Martin R United States 57,420,741 34.3% Terreson, Douglas T United States 57,419,791 34.3% Tharnstrom, Charles A United States 57,420,840 34.3% Thees, Thomas M United States 57,421,120 34.3% Thivierge, Ann D United States 57,420,630 34.3% Thomas, Owen D United States 57,420,893 34.3% Thomas, Paul United Kingdom 57,419,663 34.3% Thomas, Philip Michael United Kingdom 57,421,882 34.3% Thomas, Richard H United Kingdom 57,422,233 34.3% Thompson, Darren S United States 57,420,089 34.3% Thorman, Walter E United States 57,420,958 34.3% Tierney, Raymond M, III United States 57,419,953 34.3% Tilley, James A Canada 57,421,946 34.3% Timmins, David John United Kingdom 57,419,729 34.3% Tisdale, Andrew A United States 57,420,352 34.3% Togut, David M United States 57,419,663 34.3% Toldalagi, Paul M United States 57,419,663 34.3% Tominaga, Hiroshi Japan 57,419,663 34.3%
26
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Topper, David J United States 57,421,344 34.3% Torop, Robert United States 57,420,826 34.3% Tory, Michael Alexander Canada 57,419,663 34.3% Towse, Robert C United States 57,421,851 34.3% Tracy, John M United States 57,420,966 34.3% Trapp, Goran Par Sweden 57,420,615 34.3% Trauber, Stephen M United States 57,419,776 34.3% Trenchard, David F United Kingdom 57,420,225 34.3% Truten, Lorrain United States 57,419,774 34.3% Tsai, Andrew S Hong Kong 57,419,663 34.3% Tufariello, Anthony B United States 57,420,744 34.3% Turnbull, Michael G United Kingdom 57,419,663 34.3% Twist, Carolyn M United Kingdom 57,420,532 34.3% Tynan, Brendan Timothy United Kingdom 57,424,919 34.3% Umlauf, Steven Richard United States 57,420,158 34.3% Upton, Nancy B United States 57,421,088 34.3% Uva, Michael D United States 57,421,045 34.3% Vadala, Charles F, JR United States 57,421,331 34.3% Vaden, Andrew T United States 57,420,912 34.3% Vale, Elizabeth A United States 57,419,811 34.3% Valeiras, Horacio A United States 57,419,873 34.3% Valencia, Edwin V United States 57,420,702 34.3% Van Amson, George L United States 57,420,192 34.3% Van Dyke, Henry, V United States 57,420,872 34.3% Van Nieuwenhuizen, Jan L Netherlands 57,420,016 34.3% Vandercar, Eric M United States 57,420,794 34.3% Varoli, Corrado P Canada 57,420,658 34.3% Vaughan, Gregory V United States 57,420,485 34.3% Vial, Patrice Jacques France 57,419,663 34.3% Vogelsang, Peter R United States 57,420,496 34.3% Von Arentschildt, Charles United States 57,421,297 34.3% Von Nathusius, Friedrich Germany 57,419,663 34.3% Von Schroder, Benedikt Germany 57,420,593 34.3% Von Uffel, George Kurt United States 57,420,803 34.3% Vonderheide, Mark L United States 57,420,131 34.3% Voreyer, Robert J United States 57,420,771 34.3% Voute, Gustave A Netherlands 57,429,857 34.3% Vrcelj, Stevan Australia 57,419,663 34.3% Wadsworth, John S, JR United States 57,422,394 34.3% Wager, Malcolm United Kingdom 57,420,416 34.3% Wagner, Glenn N United States 57,420,498 34.3% Wahl, Frederick J United States 57,420,792 34.3% Wakamoto, Hidenori Japan 57,419,663 34.3% Walker, Sir David Alan United Kingdom 57,419,741 34.3% Wallace, Eileen S United States 57,420,961 34.3% Walsh, Frederick R, JR United States 57,422,042 34.3% Walsh, Mark K United States 57,421,006 34.3% Walsh, Nelson S United States 57,420,586 34.3% Wang, Huey C United States 57,419,815 34.3% Wappler, William M United States 57,420,104 34.3% Ward, J Steven United Kingdom 57,554,663 34.4% Warren, David R United States 57,420,059 34.3% Wasson, David F United States 57,421,015 34.3% Waxman, Scott United States 57,420,435 34.3% Webley, John United Kingdom 57,420,875 34.3%
27
Line 1 Line 6 Line 11 Line 13 Percent of Class Aggregate Amount Represented By Name Citizenship Beneficially Held Amount in Line 11 Weiant, William M United States 57,419,996 34.3% Weidner, Jan Germany 57,419,663 34.3% Weinhoffer, Joseph C United States 57,419,716 34.3% Wellemeyer, John C United States 57,428,869 34.3% Westerfield, John E United States 57,420,362 34.3% Westerink, Erik J Netherlands 57,419,725 34.3% Weston, Michael New Zealand 57,422,027 34.3% Whalen, Patrick J United States 57,420,532 34.3% White, William H United States 57,420,686 34.3% Whitehand, Robert C United Kingdom 57,434,499 34.3% Whittington, Marna C United States 57,419,873 34.3% Wien, Byron R United States 57,422,089 34.3% Williams, T Dean United States 57,419,873 34.3% Wilson, Kirk R United States 57,421,090 34.3% Windisch, Ronald L United States 57,420,390 34.3% Winnington-Ingram, Rebecca S United Kingdom 57,420,319 34.3% Winters, Philip W United States 57,421,348 34.3% Wipf, Thomas G United States 57,420,952 34.3% Wiscomb, Thomas T United States 57,420,988 34.3% Wolkowitz, Benjamin United States 57,422,877 34.3% Wong, David K United States 57,420,569 34.3% Wood, Jerome C United States 57,421,483 34.3% Woolworth, Richard G, JR United States 57,421,427 34.3% Worley, Richard B United States 57,419,663 34.3% Wotowicz, John S United States 57,420,352 34.3% Wright, David C United States 57,420,379 34.3% Wright, Lundy R United States 57,420,726 34.3% Wright, William H, II United States 57,420,762 34.3% Wyllie, Peter Murray United Kingdom 57,419,718 34.3% Wyman, Charles C United States 57,419,663 34.3% Xu, Ziwang China 57,420,004 34.3% Yaffe, Randy S United States 57,420,956 34.3% Yamamoto, Takatoshi Japan 57,419,663 34.3% Yankou, Thomas J United States 57,420,729 34.3% Yates, Martin J United Kingdom 57,420,836 34.3% Yeoman, Roger United Kingdom 57,420,978 34.3% Yoshida, Hideo Japan 57,419,663 34.3% You, Harry L United States 57,419,663 34.3% Young, Harrison United States 57,420,278 34.3% Yuki, Kohei Japan 57,419,663 34.3% Zager, Drew J United States 57,420,396 34.3% Zaoui, Michael A France 57,420,870 34.3% Zapico, Martin A United Kingdom 57,420,966 34.3% Zaumseil, Brice W United States 57,420,721 34.3% Zhang, Songyi Hong Kong 57,419,929 34.3% Ziai, Youssef United Kingdom 57,420,503 34.3% Zicherman, Joseph R United States 57,420,559 34.3% Zick, Alford E, JR United States 57,420,871 34.3% Ziegelbaum, Michael H United States 57,419,663 34.3% Zimmermann, George A United States 57,419,663 34.3% Zorn, Ernest P United States 57,420,894 34.3% Zuckert, Michael S United States 57,420,969 34.3%
28 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 1585 Broadway, New York, New York 10036. 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 (1) the employee Stockholders' Agreement and/or any of the Plan Agreements or (2) the MAS 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 Reporting Person. The business address of each of the Reporting Persons is 1585 Broadway, New York, NY 10036. (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 "1988 Equity Incentive Plan"), the Company's 1995 Equity Incentive Compensation Plan (the "1995 Equity Incentive Plan" and, together with the 1988 Equity Incentive Plan, the "Equity Incentive Plans") and/or the Morgan Stanley U.K. Group Profit Sharing Scheme (the "U.K. Profit Sharing Scheme") and/or similar employee benefit plans or arrangements (the Option Plan, the PUP Plan and the Equity Incentive Plans are referred to 29 collectively as the "Plans", and the Shares beneficially owned pursuant to participation in such Plans and the U.K. Profit Sharing Scheme being referred to herein as "Benefit Plan Shares"); (3) Pursuant to the acquisition of Shares as part of the purchase price paid to certain of the Reporting Persons (the "Former MAS General Partners") in respect of the sale on January 3, 1996 of their general partnership interests in Miller Anderson & Sherrerd, LLP, a Pennsylvania registered limited liability partnership ("MAS"), to Morgan Stanley Asset Management Holdings Inc., an indirect wholly-owned subsidiary of the Company ("MSAMHI") (such Shares being referred to herein as the "MAS Shares"); and (4) 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 the Company's 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 as 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 Plans, the U.K. Profit Sharing Scheme and the ESOP in consideration of services rendered and, in the case of Shares to be acquired pursuant to an exercise of options granted under a Plan, will be acquired by payment of the exercise price of the option; each Former MAS General Partner's MAS Shares were acquired as part of the purchase price paid in connection with the sale of their general partnership interests in MAS as described above; 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. ---------------------- Recapitalization Shares 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 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 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. 30 Benefit Plan Shares Subsequent to April 3, 1996 up to an aggregate of 87,466,484 Shares may be issued pursuant to the 1995 Equity Incentive Plan. Awards may no longer be granted under the Stock Option Plan, the PUP Plan and the 1988 Equity Incentive Plan, although Shares beneficially owned pursuant to such plans remain outstanding. Each of the Plans is administered by the Compensation Committee of the Board of Directors (the "Compensation Committee"), which selects the particular eligible persons who will receive awards under the Plans and determines the size and terms of such awards. The Compensation Committee consists of at least three disinterested persons. Option Plan 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 which meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), options that are not qualified under the Code and stock appreciation rights. Only nonqualified options have been granted under the Option Plan ("SOP Options"). The exercise price of a SOP Option may not be less than 100% of the fair market value of the Shares subject to the SOP Option as of the grant date, as determined by the Compensation Committee. A SOP Option becomes exercisable at a rate of one-third of the number of Shares covered by such option grant after each of the first three anniversaries of the date of grant, unless the Compensation Committee otherwise provides. All SOP Options are required to expire within 10 years and one day of the date of grant. 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). Awards may no longer be granted under the Stock Option Plan. PUP Plan 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. 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) 31 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 cash or in Shares. The individual PUP Plan agreement entered into by a 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). Awards may no longer be granted under the PUP Plan. Equity Incentive Plans The purpose of the Equity Incentive Plans 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. Under the 1995 Equity Incentive Plan the following individuals are also eligible to receive awards: nonemployee directors of subsidiaries of the Company; employees and consultants of joint ventures, partnerships or similar business organizations in which the Company has an equity or similar interest; and former employees or former consultants of the Company and of such joint ventures, partnerships or similar business organizations. The 1995 Equity Incentive Plan was adopted in accordance with the requirements of Section 162(m) of the Code. Awards under the Equity Incentive Plans may be in the form of (i) stock awards consisting of one or more Shares granted or offered for sale to eligible individuals ("Restricted Shares"), (ii) stock units which are settled by delivery of Shares ("Stock Units") and/or (iii) nonqualified options to purchase Shares ("EIP Options"). Awards under the 1995 Equity Incentive Plan may also be in the form of incentive stock options, stock appreciation rights and other forms of equity-based or equity-related awards as determined by the Compensation Committee; to date, these types of awards have not been granted. Shares issued pursuant to the Equity Incentive Plans 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 Agreement and PUP Agreement (as discussed in Item 6). Awards under the Equity Incentive Plans may, in the discretion of the Compensation Committee, be made in substitution for cash or other compensation payable to an eligible individual. The Compensation Committee may establish rules pursuant to which an eligible individual may elect to receive one form of award in lieu of any other form of award, or may elect to receive additional awards in lieu of some or all of the cash portion of his compensation. 32 An EIP Option entitles the participant to acquire a specified number of Shares at an exercise price as determined by the Compensation Committee. The exercise price may be paid in cash or Shares or a combination thereof. The Compensation Committee has also authorized a "cashless" exercise procedure that affords participants the opportunity to sell immediately some or all of the Shares underlying the unexercised portion of an EIP Option in order to generate sufficient cash to pay the exercise price and/or to satisfy withholding tax obligations related to the EIP Option. EIP Options expire not later than ten years from the date of award. Awards may no longer be granted under the 1988 Equity Incentive Plan. No awards shall be made under the 1995 Equity Incentive Plan after April 3, 2006 or, in the case of incentive stock options, November 28, 2005. U.K. Profit Sharing Scheme Shares purchased on behalf of certain Reporting Persons pursuant to the U.K. Profit Sharing Scheme are purchased with profit-sharing awards and are held pursuant to the terms of the U.K. Profit Sharing Scheme for investment purposes. Such Shares are not subject to the restrictions on voting and disposition contained in the Stockholders' Agreement (as defined in Item 6). MAS Shares The acquisition of MAS by MSAMHI (together with two of its affiliates) was effected on January 3, 1996, and the MAS Shares were acquired by the Former MAS General Partners as part of the purchase price paid in connection with the sale of their general partnership interests in MAS. The voting and disposition of the MAS Shares are subject to the MAS Agreements (as defined below in Item 6). The voting and disposition and other restrictions currently applicable to the MAS Shares are discussed in Item 6. Separately Acquired Shares Separately Acquired Shares are held by Reporting Persons for investment purposes. Such Shares are not subject to the restrictions on voting and disposition contained in the Stockholders' Agreement or the Plan Agreements (as defined in Item 6). ESOP Stock Shares of ESOP Stock are allocated to each participant in the ESOP on December 31 in each year. 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 33 share of ESOP Stock to two Shares, which rate is subject to adjustment. The ESOP Stock is redeemable at the Company's option at $35.88 per share (subject to adjustment) 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. * * * 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 and the U.K. Profit Sharing Scheme, none of the Reporting Persons has any plans or proposals which relate to or would result in their acquisition of additional Shares. Subject to the restrictions described in Item 6, dispositions of Shares by Reporting Persons may be made from time to time 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 57,419,663 Shares, or approximately 34.3%, which represents a 1.1% decrease from the amount reported in Amendment No. 24. Since Amendment No. 24, the Company granted awards under the Equity Incentive Plans (principally in connection with fiscal 1996 awards which commenced vesting on January 2, 1997); the Reporting Persons' beneficial ownership of Shares, after accounting solely for such grants and changes in the number of total shares outstanding, increased by approximately 2.7%. In addition, since Amendment No. 24, the retirement or termination of certain employees became effective with the result that they are no longer Reporting Persons, certain Reporting Persons' disposed of Shares and the voting restrictions relating to Shares that were issued to certain retired or terminated employees upon the conversion of Stock Units previously awarded under the Equity Incentive Plans lapsed; the Reporting Persons' beneficial ownership of Shares, after accounting solely for such retired or terminated employees, dispositions and conversions and changes in the number of total Shares outstanding, decreased by approximately 3.8%. 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 beneficially owned by other Reporting Persons as members of a group. 34 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") (Exhibits A and B hereto) which contains restrictions regarding the voting and disposition of the Recapitalization Shares. Pursuant to the terms of the Plans, the Compensation Committee has required that certain 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. Reference is hereby made to the terms of the agreements or certificates that impose such restrictions pursuant to the Plans (collectively, the "Plan Agreements"), the forms of which are included as Exhibits H, I, J, K and L. Reporting Persons who own MAS Shares have entered into a Purchase Agreement dated as of June 29, 1995, as amended (the "MAS Purchase Agreement"), the relevant provisions of which relating to transfer and other restrictions with respect to the MAS Shares are described under "MAS Shares" below, and have executed (or agreed to become subject to) voting agreements (the "MAS Voting Agreements" (substantially in the form of Exhibit L hereto) and collectively with the MAS Purchase Agreement, the "MAS Agreements"), that place restrictions on voting and disposition of the MAS Shares that are substantially similar to restrictions contained in the Plan Agreements. The following descriptions are qualified in their entirety by reference to the Stockholders' Agreement, the Plan Agreements and the MAS Voting Agreements. Voting Restrictions and Arrangements Each of the individuals listed on the cover pages to this report and Appendix A hereto is a party to one or more of the Stockholders' Agreement and the Plan Agreements and, in the case of the Former MAS General Partners, the MAS Agreements. Pursuant to the voting restrictions contained in the Stockholders' Agreement, the Plan Agreements and the MAS Voting 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 35 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 do not participate in and are not bound by the Preliminary Vote. Recipients of Restricted Shares under the Equity Incentive Plans are entitled to exercise voting rights with respect to the Shares underlying such awards upon receipt of such awards. 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") (Exhibits M and N) pursuant to which the Shares that correspond to Stock Units are placed in the Trust pending vesting and conversion. 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 (other than Certain Personnel in certain non-U.S. jurisdictions as described below) to direct the vote of the Shares held in the Trust for purposes of the Preliminary Vote. In accordance with the terms of the Voting Agreement between the Trustee and the Company dated March 5, 1991 (Exhibit O), the Trustee has the obligation to vote the Shares held in the Trust (including Shares corresponding to Stock Units held by former employees, who do not participate in the Preliminary Vote) in accordance with the result of the Preliminary Vote. 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 of the ESOP 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. Restrictions on Disposition and Other Arrangements The Stockholders' Agreement presently permits each Reporting Person that is a party thereto 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 their Total Restricted Stock Shares at any time, in any amount regardless of the foregoing restrictions, with the consent of the Board of 36 Directors of the Company. For information on disposition and other restrictions applicable to the MAS Shares, see "MAS Shares" below. Option Plan The transfer restrictions contained in the Option Agreements 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 exercise over the aggregate amount paid upon exercise 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 SOP 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. The Compensation Committee has adopted certain additional and/or different terms and conditions for the grant of options ("U.K. Options"), including SOP Options, to Certain Personnel under the jurisdiction of the United Kingdom. Any Shares issued, or issuable, upon exercise of U.K. Options, however, are not subject to voting or disposition restrictions. PUP Plan Pursuant to the PUP Agreements, 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. Shares issued to recipients under the jurisdiction of the United Kingdom, however, are not subject to voting or disposition restrictions. Equity Incentive Plans A participant will vest in any Restricted Shares, Stock Units or EIP Options, the restrictions on the transferability of Restricted Shares will lapse, Stock Units will convert into Shares, and any EIP 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 Restricted Shares, the date on which Stock Units convert into Shares and the date on which any EIP Option first becomes exercisable. Prior to vesting and the lapse of restrictions on transferability, none of the awards under the Equity Incentive Plans may be sold, assigned, exchanged or transferred, pledged, hypothecated or otherwise disposed of or encumbered. Certain awards under the Equity Incentive Plans, whether 37 vested or unvested, are also subject to forfeiture in circumstances specified by the Compensation Committee. Recipients of Restricted Shares are entitled to receive dividends with respect to Shares underlying such awards upon receipt of such awards. Recipients of Stock Units are entitled to receive dividend equivalent amounts prior to receipt of Shares. 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 Plans. In addition, upon conversion of Stock Units into Shares or exercise of EIP Options, the Company may withhold a number of Shares sufficient to satisfy any obligation a participant owes to the Company resulting from any payment made on the participant's behalf under the tax equalization program for expatriate employees. Under the terms of awards made under the 1995 Equity Incentive Plan, upon payment of an award of Stock Units or exercise of EIP Options, the Company may withhold a number of Shares sufficient to satisfy any obligation an award recipient owes the Company. From time to time the Compensation Committee has adopted certain additional and/or different terms and conditions for the grant of Restricted Shares and Stock Units to Certain Personnel in certain non-U.S. jurisdictions (including to Japanese local employees or expatriates working in Japan) to permit such persons to qualify for favorable tax treatment under, or otherwise to comply with, the laws of such non-U.S. jurisdictions. In such cases the Company may not issue Shares corresponding to Stock Units and recipients may not have the ability to vote or the underlying Shares may not be subject to the restrictions on voting described under "Voting Restrictions and Arrangements" above. The Compensation Committee also has adopted certain additional and/or different terms and conditions for the grant of EIP Options (including U.K. Options) to Certain Personnel in certain non-U.S. jurisdictions in order to permit such persons to qualify for favorable tax treatment under the laws of such non-U.S. jurisdictions. U.K. Profit Sharing Scheme The U.K. Profit Sharing Scheme 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. 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. MAS Shares The MAS Shares are subject to the following transfer and other restrictions under the MAS Purchase Agreement. The MAS Shares issued to each Former MAS General Partner generally vest in accordance with the following vesting schedule: (i) one-sixth of such shares vested on January 3, 1996 (the "MAS Closing Date"); and 38 (ii) one-sixth of such shares shall vest on each of the next five succeeding anniversaries of the MAS Closing Date (each date referred to in this clause (ii), a "Vesting Date"); provided, that no shares registered in the name of any Former MAS General Partner shall vest on any Vesting Date unless such Former MAS General Partner is actively employed by Morgan Stanley Asset Management Inc. ("MSAM") on such Vesting Date pursuant to an employment agreement with MSAM, unless such failure to be so employed is (a) as a result of such Former MAS General Partner's death or disability, or (b) as a result of the termination of such Former MAS General Partner's employment by MSAM without "Cause" or by the Former MAS General Partner for "Good Reason," as such terms are defined in such employment agreement. Notwithstanding the foregoing, in the case described in clause (b) of the foregoing proviso, the continued vesting of shares as aforesaid shall be subject to the Former MAS General Partner's continued compliance with the noncompetition, nonsolicitation and confidentiality provisions of his or her employment agreement with MSAM for a period of one year from the date of termination of employment, or if shorter, for a period from the date of termination of employment to December 1, 2000. If the Former MAS General Partner does not comply continuously with the provisions for such period, any remaining unvested shares shall be forfeited as of the date of the first failure to so comply. Any shares so vested shall thereafter be free of any such vesting requirements, and any shares which are so forfeited shall be returned to the Company. Prior to vesting, all MAS Shares shall be nontransferable. Sales of vested MAS Shares by a Former MAS General Partner will also be subject to the Company's internal rules and policies applicable from time to time with respect to Shares held by officers of the Company or its affiliates. In accordance with the MAS Voting Agreements, so long as a MAS General Partner is an employee of the Company or any of its subsidiaries, such MAS General Partner will be subject to the voting restrictions and procedures described in the first paragraph under "Voting Restrictions and Arrangements" above in this Item 6. 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, or reports filed by the Reporting Persons under the Securities Exchange Act of 1934, and are hereby incorporated by reference to such statements or reports. Exhibit A Stockholders' Agreement dated February 14, 1986 among certain Reporting Persons and the Company (Annual Report on Form 10-K for the fiscal year ended January 31, 1993). Exhibit B Form of Consent and Amendment dated as of January 31, 1996 between the Company and certain signatories to the Stockholders' Agreement referred to in Exhibit A (Annual Report on Form 10-K for the fiscal period ended November 30, 1995). 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). 39 Exhibit D 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 E 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 F Morgan Stanley Group Inc. 1995 Equity Incentive Compensation Plan (Proxy Statement for 1996 Meeting of Stockholders). Exhibit G 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 H 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 I Form of Award Agreement Under the Morgan Stanley Group Inc. Performance Unit Plan (Registration Statement on Form S-8 (No. 33-42464)). Exhibit J 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 K 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 L 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 M 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 N First Amendment to Trust Agreement dated April 3, 1996 between the Company and State Street Bank and Trust Company (Annual Report on Form 10-K for the fiscal year ended November 30, 1996). Exhibit O Voting Agreement among Morgan Stanley Group Inc., State Street Bank and Trust Company and Other Persons Signing Similar Agreements dated March 5, 1991 (Annual Report on Form 10-K for the fiscal year ended January 31, 1993). 40 Schedule I RIGHTS TO ACQUIRE SHARES ------------------------ As of May 3, 1997 (60 days from March 4, 1997), 1,265 Reporting Persons have the right to acquire 9,297,310 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. 41 Schedule II RECENT TRANSACTIONS ------------------- During the last 60 days, 103 Reporting Persons sold an aggregate of 553,282 shares at average prices ranging from $55.15 to $56.125 per Share, and/or effected a transfer by gift of an aggregate of 107,928 Shares. Such sales were effected pursuant to exemptions under the Securities Act of 1933, as amended. 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. 42 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: March 4, 1997 By: /s/ Ralph L. Pellecchio --------------------------- Ralph L. Pellecchio Attorney-in-Fact 43