DATA GENERAL CORP
SC 13G, 1997-02-11
COMPUTER & OFFICE EQUIPMENT
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                (Amendment No. )

                               Data General Corp.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of class of securities)

                                    237688106
- --------------------------------------------------------------------------------
                                 (CUSIP number)



Check the following box if a fee is being paid with this statement [x] (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).


The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
notes).
<PAGE>   2
CUSIP No. 237688106                       13G                  Page 2 of 6 Pages

- --------------------------------------------------------------------------------
 1    NAME OF REPORTING PERSONS
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
            Morgan Stanley Group Inc.
            IRS # 13-283-8891
- --------------------------------------------------------------------------------
 2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                        (a) [ ]

                                                                        (b) [ ]
- --------------------------------------------------------------------------------
 3    SEC USE ONLY


- --------------------------------------------------------------------------------
 4    CITIZENSHIP OR PLACE OF ORGANIZATION
            The state of organization is Delaware.

- --------------------------------------------------------------------------------
  NUMBER OF     5     SOLE VOTING POWER

   SHARES                            0
             -------------------------------------------------------------------
BENEFICIALLY    6     SHARED VOTING POWER

  OWNED BY                   2,067,466
             -------------------------------------------------------------------
    EACH        7     SOLE DISPOSITIVE POWER

  REPORTING
             -------------------------------------------------------------------
 PERSON WITH    8     SHARED DISPOSITIVE POWER
                             2,203,056
- --------------------------------------------------------------------------------

 9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                             2,203,056

- --------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- --------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                 5.55%

- --------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON*
                               IA, CO
- --------------------------------------------------------------------------------

                     * SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE>   3
CUSIP No. 237688106                   13G                      Page 3 of 6 Pages


Item 1 (a)      Name  of  Issuer
- ------------    -------------------

                Data General Corp.

Item 1 (b)      Address of issuer's principal executive offices
- ------------    --------------------------------------------------

                4400 Computer Drive
                Westboro, MA 01580

Item 2 (a)      Name of person filing
- ------------    --------------------------------------

                Morgan Stanley Group Inc.


Item 2 (b)      Principal business office
- ------------    --------------------------------------

                1585 Broadway
                New York, New York 10036


Item 2 (c)      Citizenship
- ------------    -------------------

                Incorporated by reference to Item 4 of the cover
                page.

Item 2 (d)      Title of class of Securities
- ------------    --------------------------------------

                Common Stock

Item 2 (e)      Cusip No.
- ------------    -------------------

                237688106

Item 3          Morgan Stanley Group Inc. is (e) an Investment Adviser
- ------------    registered under section 203 of the Investment Advisers Act of
                1940.


Item 4          Ownership
- ------------    -------------------

                Incorporated by reference to Items (5) - (9) and (11) of the
                cover page.
<PAGE>   4
CUSIP No. 237688106                   13G                      Page 4 of 6 Pages



Item 5  Ownership of 5 Percent or Less of a Class

        Inapplicable

Item 6  Ownership of More than 5 Percent on Behalf of Another Person

        Accounts managed on a discretionary basis by wholly-owned subsidiaries
        of Morgan Stanley Group Inc. are known to have the right to receive or
        the power to direct the receipt of dividends from, or the proceeds from,
        the sale of such securities. No such account holds more than 5 percent
        of the class.

Item 7  Identification and Classification of the Subsidiary Which Acquired the
        Security Being Reported on By the Parent Holding Company

        Inapplicable

Item 8  Identification and Classification of Members of the Group

        Inapplicable

Item 9  Notice of Dissolution of Group

        Inapplicable

Item 10 Certification

        By signing below I certify that, to the best of my knowledge and belief,
        the securities referred to above were acquired in the ordinary course of
        business and were not acquired for the purpose of and do not have the
        effect of changing or influencing the control of the issuer of such
        securities and were not acquired in connection with or as a participant
        in any transaction having such purpose or effect.
<PAGE>   5
CUSIP No. 237688106                   13G                      Page 5 of 6 Pages


      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:         February 7, 1997

Signature:  /s/ EDWARD J. JOHNSEN
            ------------------------------------------------------------------

Name/Title: Edward J. Johnsen/Vice-President Morgan Stanley & Co. Incorporated
            ------------------------------------------------------------------
            MORGAN STANLEY GROUP INC.

            INDEX TO EXHIBITS                                            PAGE
            -----------------                                            ----
EXHIBIT 1   Secretary's Certificate Authorizing Edward J. Johnsen          6
            to Sign on Behalf of Morgan Stanley Group Inc.

<PAGE>   1
                                                          -----------------     
                                                          Page 6 of 6 Pages
                                                          -----------------
                                 

                                  EXHIBIT 1
                                      
                                      
                                MORGAN STANLEY
                                      
                           SECRETARY'S CERTIFICATE
                                      
                  I, Charlene R. Herzer, a duly elected and acting Assistant
Secretary of Morgan Stanley Group Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), certify that the
following resolutions were duly and validly adopted by a Consent in Lieu of a
Meeting of the Executive Committee of the Board of Directors of the Corporation
dated as of October 19, 1995 and that such resolutions are in full force and
effect on the date hereof:

                  RESOLVED, that the resolutions adopted on September 8, 1993
         and April 17, 1995 relating to signatories to certain reports to be
         filed with the Securities and Exchange Commission (the "SEC") are
         superseded in their entirety by these resolutions and Stuart J. M.
         Breslow, Robert G. Koppenol and Edward J. Johnsen are severally
         authorized and directed to sign on behalf of the Corporation any
         reports to be filed under Section 13 and Section 16 of the Securities
         Exchange Act of 1934, as amended, and the rules and regulations
         thereunder, with the Securities and Exchange Commission, such
         authorizations to cease automatically upon termination of employment
         with any affiliate of the Corporation; and

                  RESOLVED FURTHER, that all actions heretofore taken by Stuart
         J. M. Breslow, Robert G. Koppenol and Edward J. Johnsen that are within
         the authority conferred by the foregoing resolution are approved,
         ratified and confirmed in all respects.

                  RESOLVED, that any and all actions to be taken, caused to be
         taken or heretofore taken by any officer of the Corporation in
         executing any and all documents, agreements and instruments and in
         taking any and all steps (including the payment of all expenses) deemed
         by such officer as necessary or desirable to carry out the intents and
         purposes of the foregoing resolutions are authorized, ratified and
         confirmed.

                  IN WITNESS WHEREOF, I have hereunto set my name and affixed
the seal of the Corporation as of the 20th day of October, 1995:

                                            /S/ Charlene R. Herzer
                                            ------------------------------------
                                            CHARLENE R. HERZER
                                            ASSISTANT SECRETARY

[SEAL]


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