<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )
Morgan Stanley Emerging Markets Debt Fund Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of class of securities)
61744H105
- --------------------------------------------------------------------------------
(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> 2
CUSIP No. 61744H105 13G 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 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 2,229,079
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 8 SHARED DISPOSITIVE POWER
3,000,948
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,948
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.97%
12 TYPE OF REPORTING PERSON*
IA, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE> 3
CUSIP No. 61744H105 13G 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 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 2,229,079
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 8 SHARED DISPOSITIVE POWER
2,229,079
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,229,079
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.38%
12 TYPE OF REPORTING PERSON*
BD, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE> 4
CUSIP No. 61744H105 13G PAGE 4 OF 9 PAGES
Item 1 (a) Name of Issuer
Morgan Stanley Emerging Markets Debt Fund Inc.
Item 1 (b) Address of issuer's principal executive offices
1221 Avenue of the Americas
New York, New York 10020
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.
61744H105
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> 5
CUSIP No. 61744H105 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
Morgan Stanley & Co. Incorporated, 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> 6
CUSIP No. 61744H105 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 : November 30, 1995
Signature : /s/ Edward J. Johnsen
-------------------------------------------------------
Name / Title: Edward J. Johnsen / Vice-President Morgan Stanley & Co.
Incorporated
-------------------------------------------------------
MORGAN STANLEY GROUP INC.
Date : November 30, 1995
Signature : /s/ Edward J. Johnsen
-------------------------------------------------------
Name / Title: Edward J. Johnsen / Vice-President Morgan Stanley & Co.
Incorporated
-------------------------------------------------------
MORGAN STANLEY & CO. INCORPORATED
<TABLE>
<CAPTION>
INDEX TO EXHIBITS PAGE
----------------- ----
<S> <C> <C>
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
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
INDEX TO EXHIBITS PAGE
----------------- ----
<S> <C> <C>
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
</TABLE>
<PAGE> 1
CUSIP No. 61744H105 13G PAGE 7 OF 9 PAGES
EXHIBIT 1 TO SCHEDULE 13G
November 30, 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.
MORGAN STANLEY GROUP INC.
BY: /s/ Edward J. Johnsen
--------------------------------------------------------------------
Edward J. Johnsen / Vice-President Morgan Stanley & Co. Incorporated
MORGAN STANLEY & CO. INCORPORATED
BY: /s/ Edward J. Johnsen
--------------------------------------------------------------------
Edward J. Johnsen / Vice-President Morgan Stanley & Co. Incorporated
<PAGE> 1
PAGE 8 OF 9 PAGES
MORGAN STANLEY
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> 1
PAGE 9 OF 9 PAGES
EXHIBIT 3
MORGAN STANLEY
SECRETARY'S CERTIFICATE
I, Charlene R. Herzer, 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 Executive
Committee of the Board of Directors of the Corporation by a Consent in Lieu of
Meeting dated September 20, 1995 and that such resolutions are in full force
and effect on the date hereof.
RESOLVED, that the resolutions adopted on September 16, 1993
relating to signatories on 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 the Corporation or any of its affiliates;
and
RESOLVED FURTHER, that any actions heretofore taken by Stuart
J. M. Breslow, Robert G. Koppenol and Edward J. Johnsen in connection
with the responsibilities noted in the preceding resolution are
ratified, approved and confirmed.
IN WITNESS WHEREOF, I have hereunto set my name and affixed the
seal of the Corporation as of the 9th day of October, 1995.
/s/ Charlene R. Herzer
----------------------------------
[SEAL] Charlene R. Herzer
Assistant Secretary
