-----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, Su3rKh2B47NAeLU6RYYYTIi1if3hjBLhu+n1Bd2rkndXpF1eIYzV889XZwJKjHTf hO7xfiiGPuih/lT/+GON3w== 0000950123-95-002933.txt : 19951019 0000950123-95-002933.hdr.sgml : 19951019 ACCESSION NUMBER: 0000950123-95-002933 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951018 SROS: NASD GROUP MEMBERS: MORGAN STANLEY ASSET MANAGEMENT LIMITED GROUP MEMBERS: MORGAN STANLEY GROUP INC /DE/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEXTHEALTH INC CENTRAL INDEX KEY: 0000855272 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 860589712 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40835 FILM NUMBER: 95581378 BUSINESS ADDRESS: STREET 1: 16500 N LAGO DEL ORO PKWY CITY: TUCSON STATE: AZ ZIP: 85737 BUSINESS PHONE: 6027925800 MAIL ADDRESS: STREET 1: 16500 N LAGO DEL ORO PARKWAY CITY: TUCSON STATE: AZ ZIP: 85737 FORMER COMPANY: FORMER CONFORMED NAME: SIERRA TUCSON COMPANIES INC DATE OF NAME CHANGE: 19920703 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 BUSINESS ADDRESS: STREET 1: 1251 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127034000 SC 13G 1 SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) NextHealth Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - ------------------------------------------------------------------------------- (Title of class of securities) 65333g105 - ------------------------------------------------------------------------------- (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 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. 65333g105 13G Page 2 of 8 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (i) Morgan Stanley Group Inc. IRS 13-283-8891 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION The State of The Organisation is Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 680,800 EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 680,800 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 680,800 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCL. CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.012 12 TYPE OF REPORTING PERSON* HC, CO. * SEE INSTRUCTIONS BEFORE FILLING OUT ! 3 CUSIP No. 65333g105 13G Page 3 of 8 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (i) Morgan Stanley Asset Management Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Organised under The Laws of England NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 680,800 EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 8 SHARED DISPOSITIVE POWER 680,800 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 680,800 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCL. CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.012 12 TYPE OF REPORTING PERSON* IA, CO. * SEE INSTRUCTIONS BEFORE FILLING OUT ! 4 Item 1 (a) Name of Issuer NextHealth Inc. Item 1 (b) Address of issuer's principal executive offices 16500 N.Lago Del Oro Parkway Tucson AZ 85737 Item 2 (a) Name of person filing (a) Morgan Stanley Group Inc. (b) Morgan Stanley Asset Management Limited Item 2 (b) Principal business office (a) 1251 Avenue of the Americas New York, New York 10020 (b) 25 Cabot Square Canary Wharf London, E14 4QA England 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. 65333g105 Item 3 (a) The person filing is (g) a Parent Holding Company, in accordance with Rule 13d-1 (b)(ii)(G). (b) The person filing is (e) an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. 5 Item 4 Ownership Incorporated by reference to Items (5) - (9) and (11) of the cover page pertaining to each reporting person. 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 the subsidiary of Morgan Stanley Group, Inc., identical in Exhibit 1 hereto, 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. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company See Exhibit 1 attached hereto. Item 8 Identification and Classification of Members of the Group Inapplicable. Item 9 Notice of Dissolution of Group Inapplicable. 6 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 purposes or effect. After reasonable inquiry and to the best of my knowledged and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 16, 1995 Signature: /s/ Edward Johnsen Name/Title: Edward Johnsen, Vice President MORGAN STANLEY GROUP INC. Date: October 16, 1995 Signature: /s/ P. Dominic Caldecott Name/Title: P. Dominic Caldecott, Director MORGAN STANLEY ASSET MANAGEMENT LTD INDEX TO EXHIBITS PAGE EXHIBIT 1 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company... 7 EXHIBIT 2 Agreement to Make a Joint Filling... 8 EX-99.1 2 IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY 1 EXHIBIT 1 TO SCHEDULE 13G Dated October 13, 1995 MORGAN STANLEY GROUP INC., a parent holding company, has filed this Schedule 13G because of its possible indirect beneficial ownership of securities acquired by its subsidiary MORGAN STANLEY ASSET MANAGEMENT LIMITED Morgan Stanley Asset Management Limited is a registered Investment Adviser under Section 203 of the Investment Advisers Act of 1940, and is reporting pursuant to Item 3(e) of the Schedule 13G. Each of the entities named on this Exhibit 1 disclaim beneficial ownership of the securities covered by this Schedule 13G, pursuant to Rule 13d-4 (except for proprietary positions, if any). EX-99.2 3 AGREEMENT TO MAKE A JOINT FILING 1 EXHIBIT 2 TO SCHEDULE 13G Dated October 13, 1995 MORGAN STANLEY GROUP INC. and MORGAN STANLEY ASSET MANAGEMENT LIMITED hereby agree that, unless differentiated, this Schedule 13G is filed on behalf on each of the parties. BY: /s/ Edward Johnsen ---------------------------------------------------------------------- Morgan Stanley Group Inc. Edward Johnsen, Vice President BY: /s/ P. Dominic Caldecott ---------------------------------------------------------------------- Morgan Stanley Asset Management Limited P. Dominic Caldecott, Director -----END PRIVACY-ENHANCED MESSAGE-----