MORGAN STANLEY GROUP INC /DE/
SC 13G/A, 1996-12-05
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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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.   5        )

                  Morgan Stanley Global Opportunity Bond Fund
- --------------------------------------------------------------------------------
                                (Name of Issuer)

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

                                   61744R103
- --------------------------------------------------------------------------------
                                 (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.   61744R103               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.
- --------------------------------------------------------------------------------


                               5    SOLE VOTING POWER
  NUMBER OF                                         0
   SHARES                      -------------------------------------------------
  BENEFICIALLY                 6    SHARED VOTING POWER
  OWNED BY                                    171,327
    EACH                       -------------------------------------------------
  REPORTING    
  PERSON WITH                  7    SOLE DISPOSITIVE POWER
                                                    0
                               -------------------------------------------------

                               8    SHARED DISPOSITIVE POWER
                                              244,727
- --------------------------------------------------------------------------------
      9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                     244,727

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

- --------------------------------------------------------------------------------
     11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                       5.90%

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

- --------------------------------------------------------------------------------


                   *  SEE INSTRUCTIONS BEFORE FILLING OUT  !





<PAGE>   3
CUSIP No.  61744R103                    13G                    Page 3 of 6 Pages
- ---------------------                                          -----------------

Item  1 (a)                      Name of Issuer

                                 Morgan Stanley Global Opportunity Bond Fund

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

                                 1221 Avenue of the Americas
                                 New York, NY 10020

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.

                                 61744R103

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. 61744R103                    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. 61744R103               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 :          December 5, 1996
                
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 Certificiate Authorizing Edward J. Johnsen       6
                to Sign on Behalf of Morgan Stanley Group Inc.
                       
                                      
                                                         

</TABLE>






<PAGE>   1
                                   EXHIBIT 1                   Page 6 of 6 Pages

                                                    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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