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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
Sonic Corporation
(Name of Issuer)
Common Stock
(Title of class of securities)
835451105
(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).
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SCHEDULE 13G
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CUSIP NO. 835451105 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Group Inc.
IRS # 13-283-8891
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
The state of organization is Delaware.
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5 SOLE VOTING POWER
0
NUMBER OF -------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 416,525
OWNED BY -------------------------------------------------------------
EACH REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
666,025
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,025
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.996%
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12 TYPE OF REPORTING PERSON*
IA, CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 835451105 13G PAGE 3 OF 6 PAGES
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Item 1 (a) Name of Issuer
Sonic Corporation
Item 1 (b) Address of issuer's principal executive offices
101 Park Avenue
Oklahoma City, OK 73102
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 pertaining to each reporting
person.
Item 2 (d) Title of class of Securities
Common Stock
Item 2 (e) Cusip No.
835451105
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 pertaining to each
reporting person.
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CUSIP NO. 835451105 13G PAGE 4 OF 6 PAGES
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Item 5 Ownership of 5 Percent or Less of a Class
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.
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.
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CUSIP NO. 835451105 13G PAGE 5 OF 6 PAGES
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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 13, 1997
Signature : /s/ EDWARD J. JOHNSEN
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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>
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PAGE 6 OF 6 PAGES
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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]
