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. 14 )

                   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
CUSIP No. 61744R103                   13G                      Page 2 OF 6 Pages

- --------------------------------------------------------------------------------
        1          NAME OF REPORTING PERSONS

                   S.S.  OR  I.R.S.  IDENTIFICATION NO. OF ABOVE PERSONS

                                 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                             0
           SHARES         ------------------------------------------------------
        BENEFICIALLY       6       SHARED VOTING POWER
          OWNED BY                        205,870
            EACH          ------------------------------------------------------
          REPORTING        7       SOLE DISPOSITIVE POWER
         PERSON WITH                            0
                          ------------------------------------------------------
                           8       SHARED DISPOSITIVE POWER
                                          205,870
- --------------------------------------------------------------------------------
        9          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                           205,870
- --------------------------------------------------------------------------------
       10          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                   SHARES*
- --------------------------------------------------------------------------------
       11          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                          4.97%
- --------------------------------------------------------------------------------
       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.


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

                   As of the date hereof Bank Morgan Stanley AG has ceased to be
                   the beneficial owner of more than five percent of the class
                   of securities.

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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