-----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, QPGPUOmu4lECDdpMXicVO4U0Ybd1HSto3370CFr5BhoYbdVzcf99nQQNVNC+Yg4b hvfqFWIrakjWV7I7xbI7Zw== 0000950123-97-001622.txt : 19970226 0000950123-97-001622.hdr.sgml : 19970226 ACCESSION NUMBER: 0000950123-97-001622 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970225 SROS: NYSE GROUP MEMBERS: MORGAN STANLEY GROUP INC /DE/ GROUP MEMBERS: VAN KAMPEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CMAC INVESTMENT CORP CENTRAL INDEX KEY: 0000890926 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 232691170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45197 FILM NUMBER: 97542652 BUSINESS ADDRESS: STREET 1: 1601 MARKET STREET STREET 2: 12TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2155646600 MAIL ADDRESS: STREET 1: 1601 MARKET ST STREET 2: 12TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 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: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 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. ) CMAC Investment Corporation (Name of Issuer) Common Stock (Title of class of securities) 125662106 (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. 125662106 13G Page 2 of 10 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 6 SHARED VOTING POWER OWNED BY 1,389,610 ------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER 1,383,410 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,383,410 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.18% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA, CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT ! 3 CUSIP No. 125662106 13G Page 3 of 10 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Van Kampen American Capital Asset Management Incorporated IRS # 13-5130700 - -------------------------------------------------------------------------------- 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 6 SHARED VOTING POWER OWNED BY 1,295,060 ----------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 ----------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER 1,295,060 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,295,060 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.78% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA, CO - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT ! 4 CUSIP No. 125662106 13G Page 4 of 10 Pages Item 1 (a) Name of Issuer CMAC Investment Corporation Item 1 (b) Address of issuer's principal executive offices 1601 Market Street Philadelphia, PA 19103 Item 2 (a) Name of person filing (a) Morgan Stanley Group Inc. (b) Van Kampen American Capital Asset Management Incorporate Item 2 (b) Principal business office (a) 1585 Broadway New York, New York 10036 (b) One Parkview Plaza Oakbrook Terrace, IL 60181 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. 125662106 Item 3 (a) Morgan Stanley Group Inc. is (e) an Investment Advis under section 203 of the Investment Advisers Act of 1940 (b) Van Kampen American Capital Asset Management Incorporated is (e) an Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4 Ownership Incorporated by reference to Items (5)-(9)(11) and cover page. 5 CUSIP No. 125662106 13G Page 5 of 10 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 Van Kampen American Capital Asset Management Incorporated, a wholly owned subsidiary of Morgan Stanley Group Inc., 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. 6 CUSIP No. 125662106 13G Page 6 of 10 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 14, 1997 Signature : /s/ Donald P. Ryan ______________________________________________________ Name/Title Donald P. Ryan/ Vice President Morgan Stanley Asset Management Inc. VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT INCORPORATED Date : February 14, 1997 Signature : ______________________________________________________ Name/Title Edward J. Johnsen / Vice President Morgan Stanley & Co. Incorporated ______________________________________________________ MORGAN STANLEY GROUP INC.
INDEX TO EXHIBITS PAGE ----- -- -------- ---- EXHIBIT 1 Agreement to Make a Joint Filing 7 EXHIBIT 2 Secretary's Certificate Authorizing Edward J. Johnsen 8 to Sign on behalf of Morgan Stanley Group Inc. EXHIBIT 3 Secretary's Certificate Authorizing Donald P. Ryan to Sign on behalf of Van Kampen American Capital Asset 9&10 Management Incorporated
EX-99.1 2 AGREEMENT TO FILE JOINTLY 1 CUSIP No. 125662106 13G Page 7 of 10 Pages EXHIBIT 1 TO SCHEDULE 13G February 14, 1997 MORGAN STANLEY GROUP INC. and VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT INCORPORATED, hereby agree that, unless differentiated, this Schedule 13G is filed on behalf of each of the parties. VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT INCORPORATED BY: /s/ Donald P. Ryan ___________________________________________________________________ Donald P. Ryan/ Vice President Morgan Stanley Asset Management Inc. MORGAN STANLEY GROUP INC. BY: ____________________________________________________________________ Morgan Stanley Group Inc. Edward J. Johnsen/ Vice President Morgan Stanley & Co., Incorporated EX-99.2 3 SECRETARY'S CERTIFICATE: EDWARD J. JOHNSEN 1 ----------------- Page 8 of 10 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 and validly adopted by a Consent in Lieu of a Meeting of the Executive Committee of the Board of Directors of the Corporation dated as of October 19, 1995 and that such resolutions are in full force and effect on the date hereof: RESOLVED, that the resolutions adopted on September 8, 1993 and April 17, 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 and Edward J. Johnsen are severally 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 Securities and Exchange Commission, 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 and Edward J. Johnsen 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 20th day of October, 1995: /S/ Charlene R. Herzer ------------------------------------ CHARLENE R. HERZER ASSISTANT SECRETARY [SEAL] EX-99.3 4 SECRETARY'S CERTIFICATE: DONALD RYAN 1 CONSENT IN LIEU OF A MEETING OF THE BOARD OF DIRECTORS OF VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC. (a Delaware corporation) The undersigned, being all of the members of the Board of Directors of Van Kampen American Capital Asset Management, Inc., a Delaware corporation (the "Corporation"), in lieu of holding a special meeting of the Board of Directors of the Corporation, hereby adopt the following resolutions by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of the State of Delaware: RESOLVED, that any Vice President, Harold J. Schaaff, Jr., and Donald P. Ryan (the "Proper Officers") are each authorized 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 Securities and Exchange Commission, each such authorization to cease automatically upon such individual's termination of employment with any affiliate of the Corporation; and FURTHER RESOLVED, that all prior actions taken by the Proper Officers that are within the authority conferred by the foregoing resolution are approved, ratified and confirmed in all respects; and FURTHER 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. The actions taken by this consent shall have the same force and effect as if taken at a special meeting of the Board of Directors duly called and constituted pursuant to the By-Laws of the Corporation and the laws of the State of Delaware. This consent may be executed in two or more counterparts, each of which shall be deemed an original for all purposes, and together shall constitute one and the same Consent. IN WITNESS WHEREOF, the undersigned have executed this consent of the Board of Directors as of the 11th day of February, 1997. (signature page attached) 2 ASSISTANT SECRETARY'S CERTIFICATE OF VAN KAMPEN AMERICAN CAPITAL ASSET MANAGEMENT, INC. I, James J. Boyne, the duly elected and appointed Assistant Secretary of Van Kampen American Capital Asset Management, Inc., a Delaware corporation (the "Corporation"), hereby certifies that: a) Attached hereto, as Exhibit A, is a true and correct copy of the Consent in Lieu of the Meeting of the Board of Directors of the ___________ Corporation authorizing the proper signatories to sign Section 13 and Section 16 filings under the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the Corporation has caused this certificate of the Assistant Secretary to be signed by James J. Boyne on this 12th day of February, 1997. /s/ James J. Boyne ------------------------------- James J. Boyne
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