MORGAN STANLEY GLOBAL OPPORTUNITY BOND FUND INC
SC 13G/A, 1996-02-09
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 13  )

                   Morgan Stanley Global Opportunity Bond Fund
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of class of securities)

                                    61744R103
- --------------------------------------------------------------------------------
                                 (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

                                  SCHEDULE 13G

CUSIP No. 61744R103                                           Page 2 of 6 Pages

- --------------------------------------------------------------------------------
1  NAME OF REPORTING PERSON
   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        Bank Morgan Stanley AG
- --------------------------------------------------------------------------------
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                        / /
                                                                         (a)/ /
                                                                         (b)/ /


- --------------------------------------------------------------------------------
3  SEC USE ONLY

- --------------------------------------------------------------------------------
4  CITIZENSHIP OR PLACE OF ORGANIZATION

        Zurich, Switzerland
- --------------------------------------------------------------------------------
                5  SOLE VOTING POWER
 NUMBER OF               
  SHARES                0       
BENEFICIALLY   -----------------------------------------------------------------
 OWNED BY       6  SHARED VOTING POWER
   EACH
 REPORTING              489,870
  PERSON       -----------------------------------------------------------------
   WITH         7  SOLE DISPOSITIVE POWER

                        0 
               -----------------------------------------------------------------
                8 SHARED DISPOSITIVE POWER

                        489,870
- --------------------------------------------------------------------------------
9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        489,870
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    / /
                                                                                
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

        11.82%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*

        BK, CO
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>   3
CUSIP No. 61744R103                    13G                     Page 3 OF 6 Pages


Item 1 (a)         Name of Issuer

                   Morgan Stanley Global Opportunity Bond Fund

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

                   1221 Avenue of the Americas
                   New York, NY 10020

Item 2 (a)         Name  of  person  filing

                   Bank Morgan Stanley AG

Item 2 (b)         Principal  business  office

                   Bahnhofstrasse 92/3rd Floor
                   CH-8023 Zurich/Switzerland

Item 2 (c)         Citizenship

                   Incorporated by reference to Item 4 of the cover page.

Item 2 (d)         Title  of  class  of  Securities

                   Common Stock

Item 2 (e)         Cusip  No.

                   61744R103

Item 3             This statement is filed pursuant to Rules 13d-1 (b) and
                   13d-2(b). The Reporting Person is a foreign bank, relying on
                   such rules and using Schedule 13G in accordance with
                   no-action assurances from the Division of Corporate Finance,
                   Office of Tender Offers. Previously, the Reporting Person
                   reported its holdings in the issuer's securities on Schedule
                   13D.

Item    4          Ownership

                   Incorporated by reference to Items (5) - (9) and (11) of the
                   cover page.
<PAGE>   4
CUSIP No. 61744R103                   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 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.
<PAGE>   5
CUSIP No. 61744R103                    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 8, 1996

Signature:         /s/ Edward J. Johnsen
                   -------------------------------------------------------------
Name / Title:      Edward J. Johnsen/Vice-President Morgan
                   Stanley & Co. Incorporated
                   -------------------------------------------------------------
                   BANK MORGAN STANLEY AG

<TABLE>
<CAPTION>
                   INDEX TO EXHIBITS                                     PAGE
<S>                <C>                                                   <C>
EXHIBIT 1          Power of Attorney Authorizing Edward J. Johnsen
                   to Sign on Behalf of Bank Morgan Stanley AG             6
</TABLE>

<PAGE>   1
                                   EXHIBIT 1                   Page 6 OF 6 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

Mr EDWARD J. JOHNSEN 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:  /s/ John Webley
         -----------------
 
Signed:  /s/ David Haythe
         -----------------

Dated this 17 day of January, 1996.




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