<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
Morgan Stanley Russia & New Europe Fund Inc.
(Name of Issuer)
Common Stock
(Title of class of securities)
616911103
(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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CUSIP No. 616911103 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 -------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 699,522 **
REPORTING -------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
0
-------------------------------------------------
8 SHARED DISPOSITIVE POWER
822,022 **
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
822,022 **
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.42% **
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA, CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT !
** AS OF 12/31/96
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CUSIP No. 616911103 13G Page 3 of 9 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Bank Morgan Stanley A.G.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the Laws of Switzerland.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -----------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 277,030 **
REPORTING -----------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
8 SHARED DISPOSITIVE POWER
277,030 **
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,030 **
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.54% **
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA, CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT !
** AS OF 12/31/96
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CUSIP No. 616911103 13G Page 4 of 9 Pages
Item 1 (a) Name of Issuer
Morgan Stanley Russia & New Europe 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) Bank Morgan Stanley A.G.
Item 2 (b) Principal business office
(a) 1585 Broadway
New York, New York 10036
(b) Bahnhofstrasse 92/3rd Floor
CH-8023 Zurich/Switzerland
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.
616911103
Item 3 (a) Morgan Stanley Group Inc. is (e) an Investment
Adviser registered under section 203 of the
Investment Advisers Act of 1940.
(b) Bank Morgan Stanley A.G. is a corporation that is a
fully licensed bank under the laws of Switzerland,
and is engaged in, among other things, the
management of accounts on a discretionary basis for
its clients. Bank Morgan Stanley A.G. is filing this
statement pursuant to Rules 13d-1(b) and 13d-2(b),
relying on such rules and using Schedule 13G in
accordance with no-action assurances from the
Division of Corporate Finance, Office of Tender
Offers.
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. 616911103 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 Morgan Stanley Group Inc., including Bank
Morgan Stanley AG, 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. 616911103 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: May 14, 1997
Signature: /s/ Bruce Bromberg
Name / Title: Bruce Bromberg / Counsel Morgan Stanley & Co.
Incorporated
BANK MORGAN STANLEY A.G.
Date: May 14, 1997
Signature: /s/ Bruce Bromberg
Name / Title: Bruce Bromberg / Counsel Morgan Stanley & Co.
Incorporated
MORGAN STANLEY GROUP INC.
<TABLE>
<CAPTION>
INDEX TO EXHIBITS PAGE
------------------- ----
<S> <C> <C>
EXHIBIT 1 Agreement to Make a Joint Filing 7
EXHIBIT 2 Secretary's Certificate Authorizing Bruce Bromberg 8
to Sign on behalf of Morgan Stanley Group Inc.
EXHIBIT 3 Power of Attorney authorizing Bruce Bromberg to sign
on behalf of Bank Morgan Stanley AG. 9
</TABLE>
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CUSIP No. 616911103 13G Page 7 of 9 Pages
EXHIBIT 1 TO SCHEDULE 13G
May 14, 1997
MORGAN STANLEY GROUP INC. and BANK MORGAN STANLEY A.G.
hereby agree that, unless differentiated, this Schedule 13G is filed on
behalf of each of the parties.
BANK MORGAN STANLEY A.G.
BY: /s/ Bruce Bromberg
--------------------------------------------------------------------
Bank Morgan Stanley A.G.
Bruce Bromberg / Counsel Morgan Stanley & Co. Incorporated
MORGAN STANLEY GROUP INC.
BY: /s/ Bruce Bromberg
--------------------------------------------------------------------
Morgan Stanley Group Inc.
Bruce Bromberg / Counsel Morgan Stanley & Co. Incorporated
<PAGE> 1
Page 8 of 9 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 adopted by a Consent in Lieu of a Meeting of the
Executive Committee of the Board of Directors of the Corporation dated as of
April 23, 1997:
RESOLVED, that the resolutions adopted on October 19, 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, Bruce Bromberg and Robin Sherak are each 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 SEC, 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, Bruce Bromberg and Robin Sherak 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 intent 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 9th day of May, 1997.
/s/ Charlene R. Herzer
-----------------------------
Charlene R. Herzer
Assistant Secretary
[SEAL]
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Page 9 of 9 Pages
POWER OF ATTORNEY
BY THIS POWER OF ATTORNEY, WE, BANK MORGAN STANLEY AG (the "Company") of
Bahnhofstrasse 92, CH 8023 Zurich, hereby constitute and appoint each of BRUCE
BROMBERG and ROBIN SHERAK, each of 1585 Broadway, New York, New York to act as
our true and lawful attorney (the "Attorney") with full power to execute and
deliver in our name and on our behalf 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,
and to do all other acts, deeds and things necessary or desirable in connection
with the said responsibilities AND WE HEREBY UNDERTAKE to ratify everything
done or purported to be done by virtue of this Power.
This Power shall be irrevocable for a period of one year from the date hereof.
For and on behalf of
BANK MORGAN STANLEY AG
Signed: _________________________
Signed: _________________________
Dated this 24th day of April, 1997.
