SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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GREAT LAKES REIT, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
390752 10 3
(Cusip Number)
---------------------------
HAROLD J. SCHAAFF, JR.
MORGAN STANLEY ASSET MANAGEMENT INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(212) 296-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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COPY TO:
Leonard B. Mackey, Jr, Esq.
Rogers & Wells
200 Park Avenue
New York, New York 10166
(212) 878-8000
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NOVEMBER 19, 1996
(Date of event which requires filing of this statement)
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<square> Check box if the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4).
<square> Check box if a fee is being paid with the statement.
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NG16065.1
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CUSIP No. 390752 10 3 13D Page 2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MORGAN STANLEY INSTITUTIONAL FUND, INC. - U.S. REAL ESTATE PORTFOLIO
I.R.S.# 13-3808424
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <checked-box>
(b) <square>
3. SEC USE ONLY
4. SOURCES OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
NUMBER OF 7. SOLE VOTING POWER
UNITS 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 643,150*
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10. SHARED DISPOSITIVE POWER
643,150*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
643,150*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%*
14. TYPE OF REPORTING PERSON
IV, CO
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* Includes 33,150 Class A Convertible Preferred shares of the Issuer that
are exercisable on a one-to-one basis into Common Stock of the Issuer.
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CUSIP No. 390752 10 3 13D Page 3
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MORGAN STANLEY SICAV SUBSIDIARY S.A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <checked-box>
(b) <square> (a) <checked-box>
3. SEC USE ONLY
4. SOURCES OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF 7. SOLE VOTING POWER
UNITS 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 411,189*
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10. SHARED DISPOSITIVE POWER
411,189*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
411,189*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%*
14. TYPE OF REPORTING PERSON
OO
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* Includes 21,189 Class A Convertible Preferred shares that are exercisable
on a one-to-one basis into Common Stock of the Issuer.
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CUSIP No. 390752 10 3 13D Page 4
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MORGAN STANLEY SICAV - U.S. REAL ESTATE SECURITIES FUND
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <checked-box>
(b) <square>
3. SEC USE ONLY
4. SOURCES OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
NUMBER OF 7. SOLE VOTING POWER
UNITS 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 411,189*
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10. SHARED DISPOSITIVE POWER
411,189*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
411,189*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%*
14. TYPE OF REPORTING PERSON
OO
</TABLE>
* Includes 21,189 Class A Convertible Preferred shares of the Issuer that
are exercisable on a one-to-one basis into Common Stock of the Issuer.
Morgan Stanley SICAV beneficially owns the shares reported herein as the
owner of all outstanding capital of Morgan Stanley SICAV Subsidiary S.A.
This holding is being simultaneously reported herein by Morgan Stanley
SICAV Subsidiary S.A.
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CUSIP No. 390752 10 3 13D Page 5
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<S> <C> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MORGAN STANLEY ASSET MANAGEMENT INC.
I.R.S.# 13-3040307
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <checked-box>
(b) <square>
3. SEC USE ONLY
4. SOURCES OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER
UNITS 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,054,339*
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10. SHARED DISPOSITIVE POWER
1,054,339*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,054,339*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%*
14. TYPE OF REPORTING PERSON
IA, CO
</TABLE>
* Includes 54,339 Class A Convertible Preferred shares of the Issuer,
exercisable on a one-to-one basis into Common Stock. Morgan Stanley Asset
Management Inc. may be deemed to beneficially own the shares reported
herein in its capacity as the investment adviser of Morgan Stanley
Institutional Fund, Inc. and Morgan Stanley SICAV Subsidiary S.A., whose
holdings are being simultaneously reported herein.
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CUSIP No. 390752 10 3 13D Page 6
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
MORGAN STANLEY GROUP INC.
IRS# 13-283-8811
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <checked-box>
(b) <square>
3. SEC USE ONLY
4. SOURCES OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER
UNITS 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,054,339*
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10. SHARED DISPOSITIVE POWER
1,054,339*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,054,339*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%*
14. TYPE OF REPORTING PERSON
IA, CO
</TABLE>
* Includes 54,339 Class A Convertible Preferred shares of the Issuer,
exercisable on a one-to-one basis into Common Stock. Morgan Stanley Group
Inc. may be deemed to beneficially own the shares reported herein in its
capacity as the owner of all the outstanding capital of Morgan Stanley
Asset Management Inc. This holding is being simultaneously reported
herein by Morgan Stanley Asset Management Inc.
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AMENDMENT NO. 2 TO SCHEDULE 13D
This Statement, which is being filed jointly by Morgan Stanley
Institutional Fund, Inc. - U.S. Real Estate Portfolio ("MSIF"), Morgan Stanley
SICAV Subsidiary S.A. (the "SICAV Subsidiary"), Morgan Stanley SICAV - U.S.
Real Estate Securities Fund ("MSSICAV"), Morgan Stanley Asset Management Inc.
("MSAM") and Morgan Stanley Group Inc. ("MSGI") (each a "Filing Person" and
collectively, the "Filing Persons"), constitutes Amendment No. 2 to the
Statement on Schedule 13D relating to shares of Common Stock, par value $.01
per share (the "Shares"), of Great Lakes REIT, Inc., a Maryland Corporation
(the "Issuer") originally filed by MSIF, the SICAV Subsidiary, MSSICAV, MSAM
and MSGI with the Commission on August 30, 1996, as amended by Amendment No. 1
thereto filed with the Commission on October 16, 1996 (as amended, the
"Schedule 13D"). Capitalized terms used but not defined in this Amendment No.
2 shall have the meanings ascribed to them in the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following is added to Item 5(c):
On November 19, 1996, MSIF and the SICAV Subsidiary, in a
transaction effected by MSAM as investment adviser, acquired 300,000 shares of
Common Stock and 16,301 shares of Preferred Stock. Of this, MSIF acquired
212,000 shares of Common Stock and 11,500 shares of Preferred Stock (for an
aggregated purchase price of $2,756,000) and the SICAV Subsidiary acquired
88,000 shares of Common Stock and 4,801 shares of Preferred Stock (for an
aggregated purchase price of $1,144,000). The Common Stock and Preferred Stock
were purchased in the aggregate and not for a specific price per share. The
transaction described herein took place in Chicago, Illinois. Other than the
purchases described in this Amendment No. 2, none of Filing Persons have made
any transactions within the past 60 days.
As had been contemplated by MSAM, MSIF and the SICAV Subsidiary,
MSAM, prior to the closing on November 19, 1996, in its capacity as investment
adviser to MSIF and the SICAV Subsidiary, reallocated the amount of Common
Stock and Preferred Stock that each of MSIF and the SICAV Subsidiary was to
receive on November 19, 1996, resulting in MSIF acquiring 44,000 additional
shares of Common Stock and 2,371 additional shares of Preferred Stock from that
originally contemplated in the initial Schedule 13D filing. The foregoing
allocations to MSIF resulted in a corresponding decrease in shares beneficially
owned by the SICAV Subsidiary and MSSICAV.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The following is added to Item 6:
There exists an agreement of Joint Filing (previously filed as Exhibit
7.1) between the Filing Persons with respect to the filing of this Amendment
No. 2 to the Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
7
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SIGNATURE
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.
Dated: November 26, 1996
MORGAN STANLEY INSTITUTIONAL FUND, INC. -
U.S. REAL ESTATE PORTFOLIO
/S/ HAROLD SCHAAFF, JR.
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Name: Harold Schaaff, Jr.
Title: Vice President
MORGAN STANLEY SICAV - U.S. REAL ESTATE SECURITIES
FUND
/S/ KAREN FROST
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Name: Karen Frost
Title: Vice President
MORGAN STANLEY SICAV SUBSIDIARY S.A.
/S/ KAREN FROST
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Name: Karen Frost
Title: Vice President
MORGAN STANLEY ASSET MANAGEMENT INC.
/S/ HAROLD SCHAAFF, JR.
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Name: Harold Schaaff, Jr.
Title: General Counsel
MORGAN STANLEY GROUP INC.
/S/ STUART BRESLOW
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Name: Stuart Breslow
Title: Principal
8
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