SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )
INSITE VISION INC.
----------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------------
(Title of class of securities)
457660108
-----------------------------------------------
(CUSIP number)
Check the following box if a fee is being paid with this statement [ ] (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>
SCHEDULE 13G
CUSIP No. 457660108 PAGE 2 OF 9 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 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
445,405
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
445,405
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,405
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.92%
12. TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE>
SCHEDULE 13G
CUSIP No. 457660108 PAGE 3 OF 9 PAGES
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Morgan Stanley & Co. Incorporated
IRS # 13-265-5996
2. CHECK 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
445,405
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
445,405
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
445,405
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.92%
12. TYPE OF REPORTING PERSON*
BD, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE>
CUSIP NO. 457660108 PAGE 4 OF 9 PAGES
Item 1(a) Name of Issuer
--------------
Insite Vision Inc.
Item 1(b) Address of issuer's principal executive offices
-----------------------------------------------
965 Atlantic Avenue
Alemeda, California 94501
Item 2(a) Name of person filing
---------------------
(a) Morgan Stanley Group Inc.
(b) Morgan Stanley & Co. Incorporated
Item 2(b) Principal business office
-------------------------
(a) 1251 Avenue of the Americas
New York, New York 10020
(b) 1251 Avenue of the Americas
New York, New York 10020
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.
---------
457660108
Item 3 (a) Morgan Stanley Group Inc. is (e) an Investment
Adviser registered under section 203 of the
Investment Advisers Act of 1940.
(b) Morgan Stanley & Co. Incorporated is (a) a Broker-
Dealer registered under Section 15 of the
Securities Exchange Act of 1934.
Item 4 Ownership
---------
Incorporated by reference to Items (5) - (9) and (11)
of the cover page pertaining to each reporting person.
<PAGE>
CUSIP NO. 457660108 PAGE 5 OF 9 PAGES
Item 5 Ownership of 5 Percent or Less of a Class
-----------------------------------------
a) As of the date hereof Morgan Stanley Group Inc.
has ceased to be the beneficial owner of more than
five percent of the class of securities.
b) As of the date hereof Morgan Stanley & Co.
Incorporated has ceased to be the beneficial owner
of more than five percent of the class of securities.
Item 6 Ownership of More than 5 percent on Behalf of Another Person
------------------------------------------------------------
Accounts managed on a discretionary basis by Morgan Stanley
& Co. Incorporated, a wholly owned subsidiary 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>
CUSIP NO. 457660108 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, 1995
Signature: /s/ Edward J. Johnsen
------------------------------------------
Name/Title: Edward J. Johnsen / Vice President
Morgan Stanley & Co. Incorporated
----------------------------------------
MORGAN STANLEY GROUP INC.
Date: February 14, 1995
Signature: /s/ Edward J. Johnsen
-------------------------------------------
Name/Title: Edward J. Johnsen / Vice President
Morgan Stanley & Co. Incorporated
-----------------------------------------
MORGAN STANLEY & CO. INCORPORATED
INDEX TO EXHIBITS PAGE
----------------- ----
EXHIBIT 1 Agreement to Make a Joint Filing. 7
EXHIBIT 2 Secretary's Certificate Authorizing Edward J.
Johnsen to Sign on Behalf of Morgan Stanley Group
Inc. 8
EXHIBIT 3 Secretary's Certificate Authorizing Edward J.
Johnsen to Sign on behalf of Morgan Stanley & Co.
Incorporated. 9
<PAGE>
CUSIP NO. 457660108 PAGE 7 OF 9 PAGES
EXHIBIT 1 TO SCHEDULE 13G
February 14, 1995
MORGAN STANLEY GROUP INC. and MORGAN STANLEY & CO. INCORPORATED hereby
agree that, unless differentiated, this Schedule 13G is filed on behalf of
each of the parties.
BY: /s/ Edward J. Johnsen
------------------------------------------
Morgan Stanley Group Inc.
Edward J. Johnsen / Vice President
Morgan Stanley & Co. Incorporated
BY: /s/ Edward J. Johnsen
------------------------------------------
Morgan Stanley & Co. Incorporated
Edward J. Johnsen / Vice President
Morgan Stanley & Co. Incorporated
<PAGE>
CUSIP NO. 457660108 PAGE 8 OF 9 PAGES
EXHIBIT 2
SECRETARY'S CERTIFICATE
I, Patricia A. Kurtz, 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 the Executive
Committee of the Corporation by a Consent in Lieu of Meeting dated as
of September 8, 1993 and that such resolutions are in full force and effect
on the date hereof:
RESOLVED, that the resolutions approved on April 23, 1991 in
connection with the authorization of a specific individual to
sign certain reports to be filed with the Securities and Exchange
Commission ("SEC") are superseded by this resolution, and each of
the following persons are authorized and directed to sign on
behalf of the Corporation any reports to be filed under Section
13 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder with the SEC, such
authorizations to cease automatically upon termination of their
employment with Morgan Stanley & Co. Incorporated:
Florence A. Davis
Edward J. Johnsen
; and
RESOLVED FURTHER, that any actions heretofore taken by
Florence A. Davis or Edward J. Johnsen in connection with the
responsibilities noted in the preceding resolution are confirmed,
approved and ratified.
IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal
of the Corporation as of the 7th day of December, 1993.
/s/ Patricia A. Kurtz
-------------------------------
Patricia A. Kurtz
Assistant Secretary
[SEAL]
<PAGE>
CUSIP NO. 457660108 PAGE 9 OF 9 PAGES
EXHIBIT 3
SECRETARY'S CERTIFICATE
I, Patricia A. Kurtz, the duly elected and acting Assistant Secretary
of Morgan Stanley & Co. Incorporated, 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 the
Administration Committee of the Board of Directors of the Corporation by a
Consent in Lieu of a Meeting dated September 16, 1993 and that such
resolutions are in full force and effect on the date hereof:
RESOLVED, that Florence A. Davis and Edward J. Johnsen are
severally authorized and directed to sign on behalf of the Corporation
any reports to be filed under Section 13 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 the Corporation or
any of its affiliates; and
RESOLVED FURTHER, that any actions heretofore taken by Florence
A. Davis and Edward J. Johnsen in connection with the responsibilities
noted in the preceding resolution are ratified, approved and
confirmed.
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
intent 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 21st day of September 1993.
/s/ Patricia A. Kurtz
--------------------------------
Patricia A. Kurtz
[SEAL] Assistant Secretary
