MORGAN STANLEY GROUP INC /DE/
SC 13G, 1997-03-12
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. )
                                                                      CORRECTED
                               Koor Industries Ltd                    ---------
- --------------------------------------------------------------------------------
                                (Name of Issuer)

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

                                    500507108
- --------------------------------------------------------------------------------
                                 (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. 500507108                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.

- --------------------------------------------------------------------------------
  NUMBER OF                      5    SOLE VOTING POWER

   SHARES                                           0
                                 -----------------------------------------------
  BENEFICIALLY                   6    SHARED VOTING POWER

  OWNED BY                             See response to Item 4, page 4.
                                 -----------------------------------------------
    EACH                         7    SOLE DISPOSITIVE POWER

  REPORTING                      -----------------------------------------------

  PERSON WITH                    8    SHARED DISPOSITIVE POWER
                                       See response to Item 4, page 4.     
- --------------------------------------------------------------------------------
      9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                        See response to Item 4, page 4.
- --------------------------------------------------------------------------------
     10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

- --------------------------------------------------------------------------------
     11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                        See response to Item 4, page 4.
- --------------------------------------------------------------------------------
     12    TYPE OF REPORTING PERSON*
                    IA, CO
- --------------------------------------------------------------------------------

                     * SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE>   3
CUSIP No. 500507108                  13G                    Page  3 of  6 Pages


Item  1 (a)                 Name  of  Issuer
- -----------                 ----------------

                            Koor Industries Ltd

Item  1 (b)                 Address  of  issuer's  principal  executive  offices
- -----------                 ----------------------------------------------------
                            8 Shaul Hamelekh Boulevard
                            61332 Tel-Aviv
                            Israel

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.
- ----------                  ----------------
                            500507108

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
- ---------                   ----------------
                            On February 11, 1997, as a result of an error in 
                            calculating the conversion of American Depositary
                            Receipts into Common Stock, a Schedule 13G was filed
                            on behalf of the reporting person indicating that
                            as of December 30, 1996, the reporting person held
                            8.77 percent of the issuer's Common Stock. Using
                            the correct conversion factor, as of that date the
                            reporting person held 1.75 percent of the Common
                            Stock of the issuer.  
<PAGE>   4
CUSIP No.   500507108               13G                     Page   4 of  6 Pages



Item    5            Ownership of 5 Percent or Less of a Class
- ---------            -------------------------------------------------
                     See Item 4.

Item    6            Ownership of More than 5 Percent on Behalf of  
- ---------            -----------------------------------------------------
                     Another Person
                     ---------------
                     Inapplicable, see Item 4.

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.  500507108                   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 :               March 12, 1997

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>                            <C>
EXHIBIT 1            Secretary's Certificate Authorizing Edward J. Johnsen            6
- ---------            to Sign on Behalf of Morgan Stanley Group Inc.
</TABLE>
                    


































<PAGE>   1
                                                          -----------------     
                                                          Page 6 of 6 Pages
                                                          -----------------
                                 

                                  EXHIBIT 1
                                      
                                      
                                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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