<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
MMC Networks, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
55308N 10 2
(CUSIP Number)
January 31, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 13d-1(d)
*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 purposes 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).
(Continued on following page(s))
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CUSIP No. 55308N 10 2
Schedule 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Dresdner RCM Global Investors LLC 94-3244780
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER 2,119,050
6 SHARED VOTING POWER -0-
7 SOLE DISPOSITIVE POWER 2,671,450
8 SHARED DISPOSITIVE POWER 85,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,078,150
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.24%
12
TYPE OF REPORTING PERSON
IA,OO
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CUSIP No. 55308N 10 2
Schedule 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Dresdner RCM Global Investors
US Holdings LLC 94-3244780
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER 2,119,050
6 SHARED VOTING POWER -0-
7 SOLE DISPOSITIVE POWER 2,993,150
8 SHARED DISPOSITIVE POWER 85,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,078,150
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.24%
12
TYPE OF REPORTING PERSON
OO, HC
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CUSIP No. 55308N 10 2
Schedule 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Dresdner Bank AG 13-2722082
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Frankfurt, Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER 2,131,050
6 SHARED VOTING POWER -0-
7 SOLE DISPOSITIVE POWER 3,105,000
8 SHARED DISPOSITIVE POWER 85,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,150
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.28%
12
TYPE OF REPORTING PERSON
IA,OO
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Item 1(a) Name of Issuer:
MMC Networks, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1134 E. Arques Avenue
Sunnyvale, CA 94086
Item 2(a) Name of Person Filing:
(i) Dresdner RCM Global Investors LLC
(ii) Dresdner RCM Global Investors US Holdings LLC
(iii) Dresdner Bank AG
Item 2(b) Address of Principal Business Office or, if none,
Residence:
(i) Four Embarcadero Center
San Francisco, California 94111
(ii) Four Embarcadero Center
San Francisco, California 94111
(iii) Jurgen-Ponto-Platz 1
60301 Frankfurt, Germany
Item 2(c) Citizenship:
Dresdner RCM Global Investors LLC - Delaware
Dresdner RCM Global Investors
US Holdings LLC - Delaware
Dresdner Bank AG - Frankfurt, Germany
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number:
55308N 10 2
Item 3. If this statement is filed pursuant to Rules 13d-
1(b), or 13d-2(b), check whether the person filing is a:
(iii)(g) [X] A parent holding company or control person
in accordance with Section 240.13d-1(b)(1)(ii)(E) and Section 240.13d-1(b)
(1)(ii)(G).
Item 4. Ownership.
See responses to Items 5, 6, 7, 8, 9, and 11 of Cover Page.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable.
Item 7. Identification and Classification of
the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the
Group.
See Exhibit A.
Item 9. Notice of Dissolution of Group.
Not Applicable.
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 the securities and were not
acquired in connection with or as a participant in any
transaction having that purpose or effect.
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.
February 10, 1999
By /s/ Susan C. Gause
Susan C. Gause
In her capacity as
Chief Operating Officer
of Dresdner RCM Global
Investors LLC, Chief
Operating Officer of
Dresdner RCM Global
Investors US Holdings LLC,
and as Attorney-In-Fact
for Dresdner Bank AG
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EXHIBIT A
Dresdner RCM Global Investors LLC ("Dresdner RCM") is an investment adviser
and a wholly owned subsidiary of Dresdner RCM US Holdings LLC ("DRCM
Holdings"). Dresdner RCM Holdings, a Delaware Limited Liability Company, is a
wholly owned subsidiary of Dresdner Bank AG ("Dresdner"). Dresdner is an
international banking organization headquartered in Frankfurt, Germany.
Dresdner RCM has filed this Schedule 13G pursuant to Section
240.13d-1(b)(1)(ii)(E) of the Securities Exchange Act of 1934 (the "Act").
DRCM Holdings and Dresdner have filed this Schedule 13G pursuant to Section
240.13d-(b)(1)(ii)(G) of the Act.
Dresdner RCM, DRCM Holdings and Dresdner are filing a joint
statement on Schedule 13G under the Act in connection with the
common stock of MMC Networks, Inc.
Dresdner RCM, DRCM Holdings and Dresdner are each responsible for
the timely filing of Schedule 13G and any amendments thereto, and
for the completeness and accuracy of the information concerning
each of them contained therein, but none of them is responsible for
the completeness or accuracy of the information of the other.
February 10, 1999
By /s/ Susan C. Gause
Susan C. Gause
In her capacity as
Chief Operating Officer
of Dresdner RCM Global
Investors LLC, Chief
Operating Officer of
Dresdner RCM Global
Investors US Holdings LLC,
and as Attorney-In-Fact
for Dresdner Bank AG
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EXHIBIT B
POWER OF ATTORNEY
Dresdner Bank AG, a bank incorporated under the Laws of the Federal
Republic of Germany, having its principal office at Jurgen-Ponto-Platz 1,
Frankfurt am Main, Germany hereby authorizes
William L. Price,
Susan C. Gause,
Kenneth B. Weeman, Jr., or
Timothy B. Parker
each of them individually as attorney-in-fact and agent, to
represent, sign, and deliver on behalf of Dresdner Bank AG,
Frankfurt am Main, Schedule 13D, Schedule 13G or Form 13F under the
Securities Exchange Act of 1934, as applicable, and all such other
documents and make such other declarations as the attorney-in-fact
shall deem appropriate in connection with the filing of such
schedules and documents with the U.S. Securities and Exchange
Commission (the "SEC") or with any other necessary person or entity,
and to complete such schedules or documents and to make such
statements or do such acts as are necessary to effect such filing.
This Power of Attorney includes the power to effect such filing on
EDGAR, the SEC's Electronic Data Gathering, Analysis, and
Retrieval system. This Power of Attorney is valid for any acts
required to effect the above-mentioned filings and will remain valid
until being revoked by Dresdner Bank AG in writing.
Frankfurt am Main, January 29, 1999
Dresdner Bank AG
By: /s/ Alfred Schulze
Alfred Schulze
Title: Senior Manager
By: /s/ Dr. Reinhard Preusche
Dr. Reinhard Preusche
Title: General Manager
