<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
CMAC Investment Corporation
(Name of Issuer)
Common Stock
(Title of class of securities)
125662106
(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).
<PAGE> 2
CUSIP No. 125662106 13G Page 2 of 10 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 1,383,410
-------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER
1,383,410
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,383,410
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.18%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA, CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE> 3
CUSIP No. 125662106 13G Page 3 of 10 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Van Kampen American Capital Asset Management Incorporated
IRS # 13-5130700
- --------------------------------------------------------------------------------
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 1,295,060
-----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
-----------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER
1,295,060
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,295,060
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.78%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA, CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT !
<PAGE> 4
CUSIP No. 125662106 13G Page 4 of 10 Pages
Item 1 (a) Name of Issuer
CMAC Investment Corporation
Item 1 (b) Address of issuer's principal executive offices
1601 Market Street
Philadelphia, PA 19103
Item 2 (a) Name of person filing
(a) Morgan Stanley Group Inc.
(b) Van Kampen American Capital Asset Management
Incorporate
Item 2 (b) Principal business office
(a) 1585 Broadway
New York, New York 10036
(b) One Parkview Plaza
Oakbrook Terrace, IL 60181
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.
125662106
Item 3 (a) Morgan Stanley Group Inc. is (e) an Investment
Advis under section 203 of the Investment Advisers
Act of 1940
(b) Van Kampen American Capital Asset Management
Incorporated 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)(11) and
cover page.
<PAGE> 5
CUSIP No. 125662106 13G Page 5 of 10 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 Van Kampen
American Capital Asset Management Incorporated, a wholly
owned subsidiary of Morgan Stanley Group Inc., 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> 6
CUSIP No. 125662106 13G Page 6 of 10 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 : April 2, 1997
Signature : /s/ Donald P. Ryan
______________________________________________________
Name/Title Donald P. Ryan/ Vice President Morgan Stanley Asset
Management Inc.
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT
INCORPORATED
Date : April 2, 1997
Signature : ______________________________________________________
Name/Title Stuart J.M. Breslow/Principal 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 Stuart J.M. Breslow 8
to Sign on behalf of Morgan Stanley Group Inc.
EXHIBIT 3 Secretary's Certificate Authorizing Donald P. Ryan
to Sign on behalf of Van Kampen American Capital Asset 9&10
Management Incorporated
</TABLE>
<PAGE> 1
CUSIP No. 125662106 13G Page 7 of 10 Pages
EXHIBIT 1 TO SCHEDULE 13G
April 2, 1997
MORGAN STANLEY GROUP INC. and VAN KAMPEN AMERICAN CAPITAL ASSET
MANAGEMENT INCORPORATED, hereby agree that, unless differentiated,
this Schedule 13G
is filed on behalf of each of the parties.
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT INCORPORATED
BY: /s/ Donald P. Ryan
___________________________________________________________________
Donald P. Ryan/ Vice President Morgan Stanley Asset Management Inc.
MORGAN STANLEY GROUP INC.
BY: ____________________________________________________________________
Morgan Stanley Group Inc.
Stuart J.M. Breslow/Principal Morgan Stanley & Co., Incorporated
<PAGE> 1
-----------------
Page 8 of 10 Pages
-----------------
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 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]
<PAGE> 1
CONSENT IN LIEU OF A MEETING
OF THE
BOARD OF DIRECTORS OF
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC.
(a Delaware corporation)
The undersigned, being all of the members of the Board of Directors of
Van Kampen American Capital Asset Management, Inc., a Delaware corporation (the
"Corporation"), in lieu of holding a special meeting of the Board of Directors
of the Corporation, hereby adopt the following resolutions by unanimous written
consent pursuant to Section 141(f) of the General Corporation Law of the State
of Delaware:
RESOLVED, that any Vice President, Harold J. Schaaff, Jr., and
Donald P. Ryan (the "Proper Officers") are each authorized 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, each such authorization to cease automatically upon such
individual's termination of employment with any affiliate of the
Corporation; and
FURTHER RESOLVED, that all prior actions taken by the Proper
Officers that are within the authority conferred by the foregoing
resolution are approved, ratified and confirmed in all respects; and
FURTHER 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.
The actions taken by this consent shall have the same force and effect
as if taken at a special meeting of the Board of Directors duly called and
constituted pursuant to the By-Laws of the Corporation and the laws of the State
of Delaware.
This consent may be executed in two or more counterparts, each of which
shall be deemed an original for all purposes, and together shall constitute one
and the same Consent.
IN WITNESS WHEREOF, the undersigned have executed this consent of the
Board of Directors as of the 11th day of February, 1997.
(signature page attached)
<PAGE> 2
ASSISTANT SECRETARY'S CERTIFICATE
OF
VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC.
I, James J. Boyne, the duly elected and appointed Assistant Secretary
of Van Kampen American Capital Asset Management, Inc., a Delaware corporation
(the "Corporation"), hereby certifies that:
a) Attached hereto, as Exhibit A, is a true and correct copy of
the Consent in Lieu of the Meeting of the Board of Directors of the ___________
Corporation authorizing the proper signatories to sign Section 13 and Section
16 filings under the Securities Exchange Act of 1934.
IN WITNESS WHEREOF, the Corporation has caused this certificate of the
Assistant Secretary to be signed by James J. Boyne on this 12th day of February,
1997.
/s/ James J. Boyne
-------------------------------
James J. Boyne
