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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Revised as of March 31, 1997)
(Amendment No. 1)
Jardine Fleming India Fund
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(Name of Issuer)
Common Stock
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(Title of class of securities)
471112102
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(CUSIP number)
Check the following box if a fee is being paid with this statement [x] (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. 471112102 13G Page 2 of 12 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,320,900**
REPORTING -------------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,320,900**
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,320,900**
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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)
11.68%**
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12 TYPE OF REPORTING PERSON*
IA, CO, HC
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* SEE INSTRUCTIONS BEFORE FILLING OUT !
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CUSIP No. 471112102 13G Page 3 of 12 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Miller Anderson & Sherrerd LLP
IRS # 23-17441222
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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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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 1,269,800**
REPORTING -------------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,269,800**
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,269,800**
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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)
11.23%**
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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. 471112102 13G Page 4 of 12 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Commonwealth of Pennsylvania State Employees Retirement System
IRS # 23-2044509
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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 Pennsylvania.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 751,000
REPORTING -------------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
751,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
751,000
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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)
6.6%
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12 TYPE OF REPORTING PERSON*
EP
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* SEE INSTRUCTIONS BEFORE FILLING OUT !
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CUSIP No. 471112102 13G Page 5 of 12 Pages
Item 1 (a) Name of Issuer
Jardine Fleming India Fund
Item 1 (b) Address of issuer's principal executive offices
1285 Avenue of the Americas
New York, NY 10019
Item 2 (a) Name of person filing
(a) Morgan Stanley Group Inc.
(b) Miller Anderson & Sherrerd LLP
(c) Commonwealth of Pennsylvania State Employees Retirement System
Item 2 (b) Principal business office
(a) 1585 Broadway
New York, New York 10036
(b) 1 Tower Bridge Suite 1100
West Conshohocken, PA 19428
(c) 30 North Third Street
Fifth Floor
Harrisburg, PA 17101
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.
471112102
Item 3 (a) Morgan Stanley Group Inc. is (e) an Investment Adviser registered
under section 203 of the Investment Advisers Act of 1940.
(b) Miller Anderson & Sherrerd LLP is (e) an Investment Adviser
registered under Section 203 of the Investment Advisers Act of
1940.
(c) Commonwealth of Pennsylvania State Employees Retirement System is
a governmental agency that manages public pension funds subject
to legal regulation comparable to the Employee Retirement Income
Security Act of 1974.
Item 4 Ownership
Incorporated by reference to Items (5) - (9) and (11) of the
cover page.
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CUSIP No. 471112102 13G Page 6 of 12 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., including Miller Anderson & Sherrerd LLP,
are known to have the right to receive or the power to direct the
receipt of of dividends from, or the proceeds from, the sale of such
securities. With the exception of Commonwealth of Pennsylvania State
Employees Retirement System. 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. 471112102 13G Page 7 of 12 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 : June 10, 1997
Signature : /s/ Donald P. Ryan
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Name / Title : Donald P. Ryan/Vice President Morgan Stanley Asset
Management Inc.
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MILLER ANDERSON & SHERRERD LLP
Date : June 10, 1997
Signature : /s/ Bruce Bromberg
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Name / Title : Bruce Bromberg / Morgan Stanley & Co. Incorporated
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MORGAN STANLEY GROUP INC.
Date : June 10, 1997
Signature : /s/ Donald P. Ryan
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Name / Title : Donald P. Ryan / Morgan Stanley Asset Management Inc.
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Commonwealth of Pennsylvania State Employees Retirement System
INDEX TO EXHIBITS PAGE
----------------- ----
EXHIBIT 1 Agreement to Make a Joint Filing 7
EXHIBIT 2 Secretary's Certificate Authorizing Bruce 8
Bromberg to Sign on behalf of Morgan Stanley
Group Inc.
EXHIBIT 3 Secretary's Certificate Authorizing Donald P. Ryan 9
to Sign on behalf of Miller Anderson & Sherrerd LLP
EXHIBIT 4 Limited Power of Attorney Authorizing Donald P.
Ryan to Sign on behalf of Commonwealth of
Pennsylvania State Employees Retirement System 10
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CUSIP No. 471112102 13G Page 8 of 12 Pages
EXHIBIT 1 TO SCHEDULE 13G
----------------------------------
June 10, 1997
----------------------------------
MORGAN STANLEY GROUP INC., MILLER ANDERSON & SHERRERD LLP
and Commonwealth of Pennsylvania State Employees Retirement
System hereby agree that, unless differentiated, this Schedule 13G
is filed on behalf of each of the parties.
BY: /s/ Donald P. Ryan
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Miller Anderson & Sherrerd LLP
Donald P. Ryan/Vice President Morgan Stanley Asset Management Inc.
BY: /s/ Bruce Bromberg
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Morgan Stanley Group Inc.
Bruce Bromberg/Morgan Stanley & Co., Incorporated
BY: /s/ Donald P. Ryan
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Commonwealth of Pennsylvania State Employees Retirement System
Donald P. Ryan/Vice President Morgan Stanley Asset Management Inc.
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Page 9 of 12 Pages
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EXHIBIT 2
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 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 9th day of May, 1997:
/S/ Charlene R. Herzer
------------------------------------
CHARLENE R. HERZER
ASSISTANT SECRETARY
[SEAL]
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Page 10 of 12 Pages
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SECRETARY'S CERTIFICATE
I, Charlene R. Herzer, a duly elected and acting Assistant Secretary
of Morgan Stanley Asset Management Holdings 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 Board of Directors of the Corporation dated as of
February 4, 1997 and that resolutions are in full force and effect on the date
hereof:
RESOLVED, that Harold J. Schaaff, Jr. and Donald P. Ryan are each
authorized to sign on behalf of (i) Morgan Stanley Asset Management
Holdings Inc. (the "Corporation"), as the sole general partner of Miller
Anderson & Sherrerd, LLP (the "LLP"), and (ii) the LLP 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, each such authorization to cease
automatically upon such individual's termination of employment with any
affiliate of the Corporation; and
RESOLVED FURTHER, that all prior actions taken by Harold J. Schaaff,
Jr. and Donald P. Ryan that are within the authority conferred by the
foregoing resolution are approved, ratified and confirmed in all respects;
and
RESOLVED FURTHER, 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 11th day of February, 1997.
/s/ CHARLENE R. HERZER
----------------------
CHARLENE R. HERZER
ASSISTANT SECRETARY
[SEAL]
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Page 11 of 12 Pages
EXHIBIT 4
LIMITED POWER OF ATTORNEY
WHEREAS, the Commonwealth of Pennsylvania State Employes' Retirement
Board is an independent administrative board of the Commonwealth of
Pennsylvania, transacting business as the Commonwealth of Pennsylvania State
Employes' Retirement System (the "System") acting under Act 31 of 1974, Title
71 of the Pennsylvania Consolidated Statutes, Section 5101, et seq.; and
WHEREAS, the System appointed Miller Anderson & Sherrerd, LLP, a
Pennsylvania limited liability partnership ("MAS") to serve as one of the
System's equity investment advisors, and memorialized such relationship in
that certain Advisory Agreement for Equity Investments dated as of January 1,
1993, and assigned Miscellaneous Encumbrance number 370127 (the "Contract");
and
WHEREAS, the Contract authorizes MAS, inter alia, to act as an
investment advisor and manager for the System, exercising full power and
authority on behalf of the System to purchase and sell securities and take any
other action and exercise any other power reasonably necessary to carry out the
investment activities authorized by the System; and
WHEREAS, subsequent to execution of the Contract, and with the System's
consent, MAS became an indirect, wholly-owned subsidiary of the Morgan Stanley
Group ("Morgan Stanley"); and
WHEREAS, it has become necessary for MAS, through Morgan Stanley, to
prepare and file certain schedules and reports (including but not limited to
Schedule 13G) with the Securities and Exchange Commission and other federal or
state regulatory agencies in connection with its establishment and maintenance
of an investment portfolio for the System; and
WHEREAS, the System desires to memorialize the authority of MAS,
through Morgan Stanley, to prepare and file such schedules and reports,
NOW, THEREFORE, the System constitutes and appoints Donald P. Ryan and
Stuart J.M. Breslow, in their capacities as officers of Morgan Stanley, to
serve as the System's true and lawful attorneys-in-fact, and in its name, place
and stead, for its use and benefit, such attorneys are or either one of them is
hereby authorized, directed and empowered to prepare, execute and file any and
all schedules and reports pertaining to the System's portfolio as MAS and such
officer(s) deem necessary or desirable.
The undersigned gives to said attorneys-in-fact full power and
authority to execute and deliver such instruments as if the undersigned were
personally present and acting, hereby ratifying and confirming all that said
attorneys-in-fact shall lawfully have done to prepare such schedules and
reports for filing.
Third parties without actual notice may rely upon the authority granted
under this Limited Power of Attorney upon the exercise of such authority by
either of the aforesaid officers appointed hereby that all conditions precedent
to such exercise of
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Page 12 of 12 Pages
EXHIBIT 4
power have been satisfied, and that this Limited Power of Attorney is in full
force and effect until December 31, 1997 unless an instrument of amendment or
earlier revocation has been recorded in the Recorder's Office in and for
Dauphin County, Pennsylvania.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be signed in its name by its Chief Investment Officer this 23rd day
of May, 1997.
COMMONWEALTH OF PENNSYLVANIA
STATE EMPLOYES' RETIREMENT SYSTEM
By /s/ Peter M. Gilber
--------------------------------
Peter M. Gilbert
Chief Investment Officer
================================================================================
COMMONWEALTH OF PENNSYLVANIA :
: SS:
COUNTY OF DAUPHIN :
On this 23 day of May, 1997, before me, the undersigned Notary Public
in and for said Commonwealth, personally appeared Peter M. Gilbert, Chief
Investment Officer of the Commonwealth of Pennsylvania State Employes'
Retirement System, who, being duly sworn according to law, deposes and says he
executed the foregoing Limited Power of Attorney in his official capacity for
the purposes therein.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Darlene K. Thumma
----------------------------------
Notary Public
Notarial Seal
Darlene K. Thumma, Notary Public
[SEAL] Harrisburg, Dauphin County
My Commission Expires Feb. 3, 2001
