-----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, IeZ5ppiJQ6CKVL6dVfAwuY4a9ZVM0eQPR3sY4AfNH/ZYhRSO4L16jd3SWqH0wfb4 ueWI1hGuRhGhmhVN8ZkfeQ== 0000897204-96-000167.txt : 19961202 0000897204-96-000167.hdr.sgml : 19961202 ACCESSION NUMBER: 0000897204-96-000167 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961127 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREAT LAKES REIT INC CENTRAL INDEX KEY: 0000889905 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 363844714 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46787 FILM NUMBER: 96673477 BUSINESS ADDRESS: STREET 1: 2311 W 22ND STREET SUITE 109 CITY: OAK BROOK STATE: IL ZIP: 60521-1226 BUSINESS PHONE: 7063682900 MAIL ADDRESS: STREET 1: SUITE 109 STREET 2: 2311 W 22ND STREET CITY: OAKBROOK STATE: IL ZIP: 60521-1226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY INSTITUTIONAL FUND INC CENTRAL INDEX KEY: 0000836487 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 6175578742 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) --------------------------- GREAT LAKES REIT, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of Class of Securities) 390752 10 3 (Cusip Number) --------------------------- HAROLD J. SCHAAFF, JR. MORGAN STANLEY ASSET MANAGEMENT INC. 1221 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10020 (212) 296-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) -------------------------- COPY TO: Leonard B. Mackey, Jr, Esq. Rogers & Wells 200 Park Avenue New York, New York 10166 (212) 878-8000 -------------------------- NOVEMBER 19, 1996 (Date of event which requires filing of this statement) - ------------------------------------------------------------------------------- Check box if the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4). Check box if a fee is being paid with the statement. - ------------------------------------------------------------------------------- NG16065.1
CUSIP No. 390752 10 3 13D Page 2
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON MORGAN STANLEY INSTITUTIONAL FUND, INC. - U.S. REAL ESTATE PORTFOLIO I.R.S.# 13-3808424 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCES OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF 7. SOLE VOTING POWER UNITS 0 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 643,150* EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 643,150* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 643,150* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.2%* 14. TYPE OF REPORTING PERSON IV, CO
* Includes 33,150 Class A Convertible Preferred shares of the Issuer that are exercisable on a one-to-one basis into Common Stock of the Issuer.
CUSIP No. 390752 10 3 13D Page 3 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON MORGAN STANLEY SICAV SUBSIDIARY S.A. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) (a) 3. SEC USE ONLY 4. SOURCES OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg NUMBER OF 7. SOLE VOTING POWER UNITS 0 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 411,189* EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 411,189* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 411,189* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%* 14. TYPE OF REPORTING PERSON OO
* Includes 21,189 Class A Convertible Preferred shares that are exercisable on a one-to-one basis into Common Stock of the Issuer.
CUSIP No. 390752 10 3 13D Page 4 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON MORGAN STANLEY SICAV - U.S. REAL ESTATE SECURITIES FUND 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCES OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg NUMBER OF 7. SOLE VOTING POWER UNITS 0 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 411,189* EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 411,189* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 411,189* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%* 14. TYPE OF REPORTING PERSON OO
* Includes 21,189 Class A Convertible Preferred shares of the Issuer that are exercisable on a one-to-one basis into Common Stock of the Issuer. Morgan Stanley SICAV beneficially owns the shares reported herein as the owner of all outstanding capital of Morgan Stanley SICAV Subsidiary S.A. This holding is being simultaneously reported herein by Morgan Stanley SICAV Subsidiary S.A.
CUSIP No. 390752 10 3 13D Page 5 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON MORGAN STANLEY ASSET MANAGEMENT INC. I.R.S.# 13-3040307 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCES OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER UNITS 0 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,054,339* EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 1,054,339* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,054,339* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8%* 14. TYPE OF REPORTING PERSON IA, CO
* Includes 54,339 Class A Convertible Preferred shares of the Issuer, exercisable on a one-to-one basis into Common Stock. Morgan Stanley Asset Management Inc. may be deemed to beneficially own the shares reported herein in its capacity as the investment adviser of Morgan Stanley Institutional Fund, Inc. and Morgan Stanley SICAV Subsidiary S.A., whose holdings are being simultaneously reported herein.
CUSIP No. 390752 10 3 13D Page 6 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON MORGAN STANLEY GROUP INC. IRS# 13-283-8811 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCES OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER UNITS 0 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 1,054,339* EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10. SHARED DISPOSITIVE POWER 1,054,339* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,054,339* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8%* 14. TYPE OF REPORTING PERSON IA, CO
* Includes 54,339 Class A Convertible Preferred shares of the Issuer, exercisable on a one-to-one basis into Common Stock. Morgan Stanley Group Inc. may be deemed to beneficially own the shares reported herein in its capacity as the owner of all the outstanding capital of Morgan Stanley Asset Management Inc. This holding is being simultaneously reported herein by Morgan Stanley Asset Management Inc. AMENDMENT NO. 2 TO SCHEDULE 13D This Statement, which is being filed jointly by Morgan Stanley Institutional Fund, Inc. - U.S. Real Estate Portfolio ("MSIF"), Morgan Stanley SICAV Subsidiary S.A. (the "SICAV Subsidiary"), Morgan Stanley SICAV - U.S. Real Estate Securities Fund ("MSSICAV"), Morgan Stanley Asset Management Inc. ("MSAM") and Morgan Stanley Group Inc. ("MSGI") (each a "Filing Person" and collectively, the "Filing Persons"), constitutes Amendment No. 2 to the Statement on Schedule 13D relating to shares of Common Stock, par value $.01 per share (the "Shares"), of Great Lakes REIT, Inc., a Maryland Corporation (the "Issuer") originally filed by MSIF, the SICAV Subsidiary, MSSICAV, MSAM and MSGI with the Commission on August 30, 1996, as amended by Amendment No. 1 thereto filed with the Commission on October 16, 1996 (as amended, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to them in the Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The following is added to Item 5(c): On November 19, 1996, MSIF and the SICAV Subsidiary, in a transaction effected by MSAM as investment adviser, acquired 300,000 shares of Common Stock and 16,301 shares of Preferred Stock. Of this, MSIF acquired 212,000 shares of Common Stock and 11,500 shares of Preferred Stock (for an aggregated purchase price of $2,756,000) and the SICAV Subsidiary acquired 88,000 shares of Common Stock and 4,801 shares of Preferred Stock (for an aggregated purchase price of $1,144,000). The Common Stock and Preferred Stock were purchased in the aggregate and not for a specific price per share. The transaction described herein took place in Chicago, Illinois. Other than the purchases described in this Amendment No. 2, none of Filing Persons have made any transactions within the past 60 days. As had been contemplated by MSAM, MSIF and the SICAV Subsidiary, MSAM, prior to the closing on November 19, 1996, in its capacity as investment adviser to MSIF and the SICAV Subsidiary, reallocated the amount of Common Stock and Preferred Stock that each of MSIF and the SICAV Subsidiary was to receive on November 19, 1996, resulting in MSIF acquiring 44,000 additional shares of Common Stock and 2,371 additional shares of Preferred Stock from that originally contemplated in the initial Schedule 13D filing. The foregoing allocations to MSIF resulted in a corresponding decrease in shares beneficially owned by the SICAV Subsidiary and MSSICAV. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The following is added to Item 6: There exists an agreement of Joint Filing (previously filed as Exhibit 7.1) between the Filing Persons with respect to the filing of this Amendment No. 2 to the Schedule 13D. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not Applicable. 7 SIGNATURE 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. Dated: November 26, 1996 MORGAN STANLEY INSTITUTIONAL FUND, INC. - U.S. REAL ESTATE PORTFOLIO /S/ HAROLD SCHAAFF, JR. --------------------------------------------------- Name: Harold Schaaff, Jr. Title: Vice President MORGAN STANLEY SICAV - U.S. REAL ESTATE SECURITIES FUND /S/ KAREN FROST --------------------------------------------------- Name: Karen Frost Title: Vice President MORGAN STANLEY SICAV SUBSIDIARY S.A. /S/ KAREN FROST --------------------------------------------------- Name: Karen Frost Title: Vice President MORGAN STANLEY ASSET MANAGEMENT INC. /S/ HAROLD SCHAAFF, JR. --------------------------------------------------- Name: Harold Schaaff, Jr. Title: General Counsel MORGAN STANLEY GROUP INC. /S/ STUART BRESLOW --------------------------------------------------- Name: Stuart Breslow Title: Principal 8 -----END PRIVACY-ENHANCED MESSAGE-----