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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Omega Protein Corporation
(Name of Issuer)
Common
(Title of Class of Securities)
68210P 10 7
(CUSIP Number)
December 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. 68210P 10 7
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 -0-
6 SHARED VOTING POWER -0-
7 SOLE DISPOSITIVE POWER -0-
8 SHARED DISPOSITIVE POWER -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON
IA, OO
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CUSIP No. 68210P 10 7
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 -0-
6 SHARED VOTING POWER -0-
7 SOLE DISPOSITIVE POWER -0-
8 SHARED DISPOSITIVE POWER -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON
OO, HC
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CUSIP No. 68210P 10 7
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 -0-
6 SHARED VOTING POWER -0-
7 SOLE DISPOSITIVE POWER -0-
8 SHARED DISPOSITIVE POWER -0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON
BK, HC
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Item 1(a) Name of Issuer:
Omega Protein Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
1717 St. James Place
Suite 550
Houston, TX 77056
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:
68210P 10 7
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(i)(e) /X/ An investment adviser in accordance with Section 240.13d-1(b)(1)(
(ii)(g) /X/ A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
(iii)(g) /X/ A parent holding company or control person in accordance with
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 /X/.
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.
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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 15, 2000
By /s/ Kenneth B. Weeman, Jr.
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Kenneth B. Weeman, Jr.
In his capacity as
Vice Chairman
of Dresdner RCM Global
Investors LLC, Vice Chairman 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"). DRCM 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 now filing a joint statement on
Schedule 13G under the Act in connection with the common stock of Omega
Protein Corporation. Previously, Dresdner RCM and DRCM Holdings filed
separately from Dresdner. Effective with this filing, all three entities are
now filing jointly.
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 15, 2000
By /s/ Kenneth B. Weeman, Jr.
--------------------------
Kenneth B. Weeman, Jr.
In his capacity as
Vice Chairman
of Dresdner RCM Global
Investors LLC, Vice Chairman 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
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Alfred Schulze
Title: Senior Manager
By: /s/ Dr. Reinhard Preusche
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Dr. Reinhard Preusche
Title: General Manager
