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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Penn Engineering & Manufacturing Corporation
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(Name of Issuer)
Common Stock
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(Title of class of securities)
707389300
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(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).
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CUSIP No. 707389300 13G Page 2 of 9 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Morgan Stanley Group Inc.
IRS # 13-283-8891
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
The state of organization is Delaware.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 455,900
REPORTING -------------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
459,800
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
459,800
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.60%
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12 TYPE OF REPORTING PERSON*
IA, CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT !
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CUSIP No. 707389300 13G Page 3 of 9 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Miller Anderson & Sherrerd LLP
IRS # 23-17441222
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
The state of organization is Delaware.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 455,900
REPORTING -------------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
459,800
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
459,800
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.60%
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12 TYPE OF REPORTING PERSON*
IA, CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT !
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CUSIP No. 707389300 13G Page 4 of 9 Pages
Item 1 (a) Name of Issuer
Penn Engineering & Manufacturing Corporation
Item 1 (b) Address of issuer's principal executive offices
P.O. Box 1000
Danboro, PA 18916
Item 2 (a) Name of person filing
(a) Morgan Stanley Group Inc.
(b) Miller Anderson & Sherrerd LLP
Item 2 (b) Principal business office
(a) 1585 Broadway
New York, New York 10036
(b) 1 Tower Bridge Suite 1100
West Conshohocken, PA 19428
Item 2 (c) Citizenship
Incorporated by reference to Item 4 of the cover
page pertaining to each reporting person.
Item 2 (d) Title of class of Securities
Common Stock
Item 2 (e) Cusip No.
707389300
Item 3 (a) Morgan Stanley Group Inc. is (e) an Investment Adviser registered
under section 203 of the Investment Advisers Act of 1940.
(b) Miller Anderson & Sherrerd LLP 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.
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CUSIP No. 707389300 13G Page 5 of 9 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., including Miller Anderson & Sherrerd LLP,
are known to have the right to receive or the power to direct the
receipt of 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.
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CUSIP No. 707389300 13G Page 6 of 9 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 14, 1997
Signature : /s/ Donald P. Ryan
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Name / Title : Donald P. Ryan / Vice President Morgan Stanley Asset
Management Inc.
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MILLER ANDERSON & SHERRERD LLP
Date : February 14, 1997
Signature : /s/ Edward J. Johnsen
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Name / Title : Edward J. Johnsen / Vice President Morgan Stanley & Co.
Incorporated
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MORGAN STANLEY GROUP INC.
INDEX TO EXHIBITS PAGE
----------------- ----
EXHIBIT 1 Agreement to Mike a Joint Filing 7
EXHIBIT 2 Secretary's Certificate Authorizing Edward J. Johnsen 8
to Sign on behalf of Morgan Stanley Group Inc.
EXHIBIT 3 Secretary's Certificate Authorizing Donald P. Ryan 9
to Sign on behalf of Miller Anderson & Sherrerd LLP
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CUSIP No. 707389300 13G Page 7 of 9 Pages
EXHIBIT 1 TO SCHEDULE 13G
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February 14, 1997
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MORGAN STANLEY GROUP INC. and MILLER ANDERSON & SHERRERD LLP,
hereby agree that, unless differentiated, this Schedule 13G is filed
on behalf of each of the parties.
MILLER ANDERSON & SHERRERD LLP
BY: /s/ Donald P. Ryan
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Donald P. Ryan / Vice President Morgan Stanley Asset Management Inc.
MORGAN STANLEY GROUP INC.
BY: /s/ Edward J. Johnsen
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Edward J. Johnsen / Vice President Morgan Stanley & Co. Incorporated
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Page 8 of 9 Pages
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EXHIBIT 2
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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Page 9 of 9 Pages
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SECRETARY'S CERTIFICATE
I, Charlene R. Herzer, a duly elected and acting Assistant Secretary
of Morgan Stanley Asset Management Holdings 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 Board of Directors of the Corporation dated as of
February 4, 1997 and that resolutions are in full force and effect on the date
hereof:
RESOLVED, that Harold J. Schaaff, Jr. and Donald P. Ryan are each
authorized to sign on behalf of (i) Morgan Stanley Asset Management
Holdings Inc. (the "Corporation"), as the sole general partner of Miller
Anderson & Sherrerd, LLP (the "LLP"), and (ii) the LLP 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, each such authorization to cease
automatically upon such individual's termination of employment with any
affiliate of the Corporation; and
RESOLVED FURTHER, that all prior actions taken by Harold J. Schaaff,
Jr. and Donald P. Ryan that are within the authority conferred by the
foregoing resolution are approved, ratified and confirmed in all respects;
and
RESOLVED FURTHER, 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 11th day of February, 1997.
/s/ CHARLENE R. HERZER
----------------------
CHARLENE R. HERZER
ASSISTANT SECRETARY
[SEAL]
