INTERNATIONAL GAME TECHNOLOGY
SC 13G, 1997-02-12
MISCELLANEOUS MANUFACTURING INDUSTRIES
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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. )

                          International Game Technology
                                (Name of Issuer)

                                  Common Stock
                         (Title of class of securities)

                                    459902102
                                 (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. 459902102                   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                    5,905,217
                EACH           7    SOLE DISPOSITIVE POWER
              REPORTING
              PERSON WITH      8    SHARED DISPOSITIVE POWER
                                          8,135,217
      9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  8,135,217

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


     11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                      6.50%

     12    TYPE OF REPORTING PERSON*
                  IA, CO

                     * SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE>   3
CUSIP No.     459902102              13G                      Page 3 of 6 Pages

<TABLE>
<S>                         <C>                                   
Item  1 (a)                 Name  of  Issuer

                            International Game Technology

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

                            5270 Neil Road
                            Reno, NV 89502

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.

                            459902102

 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.
</TABLE>
<PAGE>   4
CUSIP No.   459902102               13G                     Page   4 of  6 Pages



<TABLE>
<S>                  <C>
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.
</TABLE>
<PAGE>   5
CUSIP No.  459902102                     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 11, 1997

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



<TABLE>
<CAPTION>
                    INDEX  TO  EXHIBITS                               PAGE
                    -------------------                               ----

<S>                 <C>                                                <C>
      EXHIBIT  1    Secretary's Certificate Authorizing Edward J.      6
                    Johnsen to Sign on Behalf of Morgan Stanley
                    Group Inc.
</TABLE>





<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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