-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HHjN0URgobfeioFpX1g38e6ZyRkiGRUd71bAJBBByfw810WRgUXT2CAFYaWlTQpD PA/3YHWO2MqmKX7XNhMqjg== 0000950123-97-004900.txt : 19970611 0000950123-97-004900.hdr.sgml : 19970611 ACCESSION NUMBER: 0000950123-97-004900 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970610 SROS: NONE GROUP MEMBERS: COMMONWEALTH OF PENNSYLVANIA GROUP MEMBERS: MILLER ANDERSON & SHERRERD LLP GROUP MEMBERS: MORGAN STANLEY GROUP INC /DE/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JARDINE FLEMING INDIA FUND INC CENTRAL INDEX KEY: 0000917492 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133777647 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49097 FILM NUMBER: 97621429 BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127138392 MAIL ADDRESS: STREET 1: MITCHELL HUTCHINS ASSETS MANAGEMENT INC STREET 2: 1285 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY GROUP INC /DE/ CENTRAL INDEX KEY: 0000789625 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132838811 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127034000 SC 13G/A 1 AMENDMENT TO SCHEDULE 13G 1 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 - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of class of securities) 471112102 - -------------------------------------------------------------------------------- (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). 2 CUSIP No. 471112102 13G Page 2 of 12 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 ------------------------------------------------------------- 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** - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,320,900** - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.68%** - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA, CO, HC - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT ! 3 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 - ------------------------------------------------------------------------------- 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 ------------------------------------------------------------- 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** - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,269,800** - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.23%** - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA, CO - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT ! 4 CUSIP No. 471112102 13G Page 4 of 12 Pages - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 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 Pennsylvania. - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 751,000 - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6% - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* EP - ------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT ! 5 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. 6 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. 7 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 --------------------------------------------------------------- Name / Title : Donald P. Ryan/Vice President Morgan Stanley Asset Management Inc. --------------------------------------------------------------- MILLER ANDERSON & SHERRERD LLP Date : June 10, 1997 Signature : /s/ Bruce Bromberg --------------------------------------------------------------- Name / Title : Bruce Bromberg / Morgan Stanley & Co. Incorporated --------------------------------------------------------------- MORGAN STANLEY GROUP INC. Date : June 10, 1997 Signature : /s/ Donald P. Ryan --------------------------------------------------------------- Name / Title : Donald P. Ryan / Morgan Stanley Asset Management Inc. --------------------------------------------------------------- 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 EX-99.1 2 AGREEMENT TO MAKE A JOINT FILING 1 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 -------------------------------------------------------------------- Miller Anderson & Sherrerd LLP Donald P. Ryan/Vice President Morgan Stanley Asset Management Inc. BY: /s/ Bruce Bromberg -------------------------------------------------------------------- Morgan Stanley Group Inc. Bruce Bromberg/Morgan Stanley & Co., Incorporated BY: /s/ Donald P. Ryan -------------------------------------------------------------------- Commonwealth of Pennsylvania State Employees Retirement System Donald P. Ryan/Vice President Morgan Stanley Asset Management Inc. EX-99.2 3 SECRETATY'S CERTIFICATE / BRUCE BROMBERG 1 ------------------ Page 9 of 12 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 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] EX-99.3 4 SECRETATY'S CERTIFICATE / DONALD P. RYAN 1 -------------------- Page 10 of 12 Pages -------------------- 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] EX-99.4 5 LIMITED POWER OF ATTORNEY 1 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 2 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 -----END PRIVACY-ENHANCED MESSAGE-----