REXAM PLC /ADR/
SC 13G, 1999-07-30
PAPERBOARD CONTAINERS & BOXES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. ___)

                                   Rexam plc.
                                (Name of issuer)

                                 Ordinary Shares
                         (Title of class of securities)

                                    761655307
                                 (CUSIP number)

                                  July 23, 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:

                               ( ) Rule 13d-1 (b)
                               (x) Rule 13d-1 (c)
                               ( ) Rule 13d-1 (d)
<PAGE>

- -------------------                                           ------------------
CUSIP No. 761655307                   13G                     Page 2 of 10 Pages
- -------------------                                           ------------------


- -------- -----------------------------------------------------------------------
1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Deutsche Bank A.G.
- -------- -----------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) ( )
                                                                       (b) ( )
- -------- -----------------------------------------------------------------------
3        SEC USE ONLY

- -------- -----------------------------------------------------------------------
4        CITIZENSHIP OR PLACE OF ORGANIZATION

         Federal Republic of Germany
- ---------------------------- ------ --------------------------------------------
NUMBER OF SHARES             5      SOLE VOTING POWER
                                    0
                             ------ --------------------------------------------
BENEFICIALLY OWNED BY               SHARED VOTING POWER
                             6      17,569,439
                             ------ --------------------------------------------
EACH REPORTING                      SOLE DISPOSITIVE POWER
                             7      0
                             ------ --------------------------------------------
PERSON WITH                         SHARED DISPOSITIVE POWER
                             8      20,192,718
- -------- -----------------------------------------------------------------------
 9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         20,192,718
- -------- -----------------------------------------------------------------------
10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES                                                    ( )
- -------- -----------------------------------------------------------------------
11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         5.1%
- -------- -----------------------------------------------------------------------
12       TYPE OF REPORTING PERSON

         HC, BK, CO
- -------- -----------------------------------------------------------------------
<PAGE>

- -------------------                                           ------------------
CUSIP No. 761655307                   13G                     Page 3 of 10 Pages
- -------------------                                           ------------------



- -------- -----------------------------------------------------------------------
   1     NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Morgan Grenfell Asset Management Limited
- -------- -----------------------------------------------------------------------
   2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) ( )
                                                                       (b) ( )
- -------- -----------------------------------------------------------------------
   3     SEC USE ONLY

- -------- -----------------------------------------------------------------------
   4     CITIZENSHIP OR PLACE OF ORGANIZATION

         England and Wales
 ----------------------------- ------ ------------------------------------------
 NUMBER OF SHARES                5    SOLE VOTING POWER
                                      0
                               ------ ------------------------------------------
 BENEFICIALLY OWNED BY                SHARED VOTING POWER
                                 6    17,289,138
                               ------ ------------------------------------------
EACH                                  SOLE DISPOSITIVE POWER
REPORTING                        7    0
                               ------ ------------------------------------------
PERSON WITH                           SHARED DISPOSITIVE POWER
                                 8    19,912,757
- -------- -----------------------------------------------------------------------
   9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         19,912,757
- -------- -----------------------------------------------------------------------
  10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES                                                    ( )
- -------- -----------------------------------------------------------------------
  11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         5.0%
- -------- -----------------------------------------------------------------------
  12     TYPE OF REPORTING PERSON

         HC, IA
- -------- -----------------------------------------------------------------------
<PAGE>

Item 1(a). Name of Issuer:

          Remax plc.(the "Issuer")

Item 1(b). Address of Issuer's Principal Executive Offices:

          The  address  of  the  Issuer's  principal  executive  offices  is 114
Knightsbridge, London, SW1X 7NN, United Kingdom.

Item 2(a). Name of Person Filing:

          This  statement  is filed on behalf of Deutsche  Bank AG ("DBAG")  and
Morgan Grenfell Asset  Management  Limited ("MGAM" and,  together with DBAG, the
"Reporting Persons").

Item 2(b). Address of Principal Business Office or, if none, Residence:

          The principal place of business of DBAG is  Taunusanlage  12, D-60325,
Frankfurt am Main, Federal Republic of Germany.

          The principal place of business of MGAM is 20 Finsbury Circus, London,
EC2M 1NB, England.

Item 2(c). Citizenship:

          The  citizenship of each of the Reporting  Persons is set forth on the
applicable cover page.

Item 2(d). Title of Class of Securities:

          The title of the  securities is Ordinary  Shares,  which also includes
securities  held in the form of  American  Depository  Receipts  (the  "Ordinary
Shares").

Item 2(e). CUSIP Number:

          The CUSIP  number of the  Ordinary  Shares is set forth on each  cover
page.

Item 3.   If this statement is filed pursuant to Rules 13d-1(b),  or 13d-2(b) or
          (c), check whether the person filing is a:

          (a)( ) Broker or dealer registered under section 15 of the Act;

          (b)( ) Bank as defined in section 3(a)(6) of the Act;

          (c)( ) Insurance Company as defined in section 3(a)(19) of the Act;

          (d)( ) Investment Company registered under section 8 of the Investment
                 Company Act of 1940;

          (e)( ) An   investment   adviser  in   accordance   with  Rule  13d-1
                 (b)(1)(ii)(E);

          (f)( ) An employee  benefit plan, or endowment fund in accordance with
                 Rule 13d-1 (b)(1)(ii)(F);

          (g)( ) A parent holding  company or control person in accordance  with
                 Rule 13d-1 (b)(1)(ii)(G);

          (h)( ) A savings association as defined in section 3(b) of the Federal
                 Deposit Insurance Act;

          (i)( ) A  church  plan  that is  excluded  from the  definition  of an
                 investment company under  section  3(c)(14)  of the  Investment
                 Company Act of 1940;

          (j)( ) Group, in accordance with Rule 13d-1 (b)(1)(ii)(J).

     If this statement is filed pursuant to Rule 13d-1 (c), check this box.  (x)

Item 4. Ownership.

     (a)  Amount beneficially owned:

          Each of the Reporting  Persons owns the amount of the Ordinary  Shares
     as set forth on the applicable cover page.

     (b)  Percent of class:

          Each of the  Reporting  Persons  owns the  percentage  of the Ordinary
     Shares as set forth on the applicable cover page.

     (c)  Number of shares as to which such person has:

          (i)  sole power to vote or to direct the vote:

               Each of the  Reporting  Persons  has the  sole  power  to vote or
          direct the vote of the Ordinary  Shares as set forth on the applicable
          cover page.

          (ii) shared power to vote or to direct the vote:

               Each of the  Reporting  Persons  has the shared  power to vote or
          direct the vote of the Ordinary  Shares as set forth on the applicable
          cover page.

          (iii) sole power to dispose or to direct the disposition of:

               Each of the  Reporting  Persons  has the sole power to dispose or
          direct  the  disposition  of the  Ordinary  Shares as set forth on the
          applicable cover page.

          (iv) shared power to dispose or to direct the disposition of:

               Each of the Reporting  Persons has the shared power to dispose or
          direct  the  disposition  of the  Ordinary  Shares as set forth on the
          applicable cover page.

Item 5. Ownership of Five Percent or Less of a Class.

          Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

          Investment  management  clients  of the  Reporting  Persons  have  the
ultimate  right to dividends  from Ordinary  Shares held on their behalf and the
proceeds from the sale of Ordinary Shares held on their behalf.

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company.

          The following are subsidiaries of DBAG and/or MGAM which hold Ordinary
Shares included in the figures on the cover pages:  Morgan  Grenfell  Investment
Management Limited, Morgan Grenfell Unit Trust Management, Morgan Grenfell Trust
Management, Deutsche DB London Branch, Bankers Trust Australia and Bankers Trust
Company.

Item 8. Identification and Classification of Members of the Group.

          Not applicable.

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 not acquired and are not held for
the purpose of or with the effect of changing or influencing  the control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>

                                    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:  July 30, 1999

                                             DEUTSCHE BANK AG

                                             By:/s/ Dr. Dieter Eisle
                                                --------------------------------
                                             Name:   Dr. Dieter Eisele
                                             Title:  Group Head of Compliance

                                             By:/s/ Dr. Rainer Grimberg
                                                --------------------------------
                                             Name:   Dr. Rainer Grimberg
                                             Title:  Vice President
<PAGE>
                                                                       EXHIBIT 2


               Consent of Morgan Grenfell Asset Management Limited

          The undersigned agrees that the Schedule 13G executed by Deutsche Bank
AG to which  this  statement  is  attached  as an  exhibit is filed on behalf of
Deutsche Bank AG and Morgan Grenfell Asset  Management  Limited pursuant to Rule
13d-1(k)(1) of the Securities Exchange Act of 1934.

Dated:  July 30, 1999

                                        MORGAN GRENFELL ASSET MANAGEMENT LIMITED

                                        By: /s/ Anna Dawson
                                        Name:   Anna Dawson
                                        Title:  Senior Associate Director -
                                                Business Risk


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