MORGAN STANLEY GROUP INC /DE/
SC 13G/A, 1996-02-09
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. 3      )

                   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                               667,327
           EACH                 ------------------------------------------------
        REPORTING                7       SOLE DISPOSITIVE POWER
       PERSON WITH                                    0
                                ------------------------------------------------
                                 8       SHARED DISPOSITIVE POWER
                                                667,327
- --------------------------------------------------------------------------------
       9           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                         667,327
- --------------------------------------------------------------------------------
       10          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                   SHARES*
- --------------------------------------------------------------------------------
       11          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                 16.10%
- --------------------------------------------------------------------------------
       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, New York 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 :             February 8, 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 Certificate 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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