Morgan Stanley, et al. – ‘SC 13G’ on 2/17/98 re: Greenfield Industries Inc/DE – EX-99

As of:  Tuesday, 2/17/98   ·   Accession #:  895421-98-124   ·   File #:  5-44231

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Initial Filing                                         6     23K 
 2: EX-99       Joint Filing Agreement                                 1      6K 
 3: EX-99       Secretary's Certificate                                1      6K 
 4: EX-99       Secretary's Certificate                                2±     8K 

EX-99   —   Secretary’s Certificate

EX-99
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                            Page 9  of  9  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      
August 19, 1997 and that resolutions are in full force and effect on the date   
hereof:                                                                         

          RESOLVED,  that the  resolutions  adopted by the Board of Directors of
     the  Corporation as of June 3, 1996 relating to the authorized  signatories
     of Miller  Anderson & Sherrerd,  LLP ("Miller  Anderson") are superseded by
the following resolutions; and                                        

          RESOLVED  FURTHER,  that the  Corporation,  as sole general partner of
     Miller  Anderson,  authorizes  the following  individuals to enter into and
  execute all agreements and other documents on behalf of Miller Anderson:

Arden C. Armstrong                    
Glenn E. Becker                       
Thomas L. Bennett                     
John D. Connolly                      
Kenneth B. Dunn                       
Stephen E. Esser                      
Paul A. Frick                         
J. David Germany                      
Robert L. Hagin                       
Ellen D. Harvey                       
Nicholas J. Kovich                    
Steven K. Kreider                     
Robert Marcin                         
Mary Ann Milias                       
Scott F. Richard                      
James D. Schmid                       
Gary Schlarbaum                       
Lorraine Truten                       
Horacio Valerias                      
Marna C. Whittington                  
Richard B. Worley                     

          RESOLVED  FURTHER,  that any and all actions taken and all  agreements
     and other documents executed on behalf of Miller Anderson prior to the date
hereof by any of the persons listed about are ratified and approved.  

          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  desireable  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 August, 1997.                          

                                /s/ CHARLENE R. HERZER
                                ----------------------
                            CHARLENE R. HERZER
                             ASSISTANT SECRETARY

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing		Date		Other Filings
Filed on:		2/17/98		13F-E,  424B3,  SC 13G,  SC 13G/A
		8/19/97
		6/3/96
				List all Filings