MORGAN STANLEY GROUP INC /DE/
SC 13G/A, 1997-02-12
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
Previous: MORGAN STANLEY GROUP INC /DE/, SC 13G, 1997-02-12
Next: MORGAN STANLEY GROUP INC /DE/, SC 13G/A, 1997-02-12



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1 )

                                CRA Managed Care
                                (Name of Issuer)

                                  Common Stock
                         (Title of class of securities)

                                    126172105
                                 (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. 126172105       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                                  245,250
    EACH                       7    SOLE DISPOSITIVE POWER
  REPORTING                                       0
  PERSON WITH                  8    SHARED DISPOSITIVE POWER
                                            373,350

      9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                     373,350

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


      11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 
                       5.08%

      12    TYPE OF REPORTING PERSON*

                    IA, CO

                     * SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE>   3
CUSIP No.     126172105       13G                       Page    3 of  6 Pages

Item  1 (a)                 Name  of  Issuer

                            CRA Managed Care

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

                            312 Union Wharf
                            Boston, MA 02109

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.

                            126172105

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.
<PAGE>   4
CUSIP No.   126172105               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.  126172105                  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  11, 1997

         Signature :      /s/ Edward J. Johnsen
                         ----------------------------------------------

         Name / Title:   Edward J. Johnsen / Vice-President
                         Morgan Stanley & Co. Incorporated
                         MORGAN  STANLEY  GROUP INC.



                       INDEX  TO  EXHIBITS                          PAGE


         EXHIBIT  1  Secretary's Certificate Authorizing Edward J.    6
                     to Sign on Behalf of Morgan Stanley Group Inc.
                    


<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]


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission