UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Marketing Services Group Inc.
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(Name of issuer)
Ordinary Shares
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(Title of class of securities)
57090710
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(CUSIP number)
January 1, 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)
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CUSIP No. 57090710 13G Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deutsche Bank A.G.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF SHARES 5 SOLE VOTING POWER
0
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BENEFICIALLY OWNED BY SHARED VOTING POWER
6 13,100
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EACH REPORTING SOLE DISPOSITIVE POWER
7 0
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PERSON WITH SHARED DISPOSITIVE POWER
8 13,100
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,100
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
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12 TYPE OF REPORTING PERSON
HC, BK, CO
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CUSIP No. 57090710 13G Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Grenfell Asset Management Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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NUMBER OF SHARES 5 SOLE VOTING POWER
0
------ ------------------------------------------
BENEFICIALLY OWNED BY SHARED VOTING POWER
6 0
------ ------------------------------------------
EACH REPORTING SOLE DISPOSITIVE POWER
7 0
------ ------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 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
HC, IA
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<PAGE>
Item 1(a). Name of Issuer:
Marketing Services Group Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the Issuer's principal executive offices is 400
Corporate Pointe, Culver City, CA 90230.
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 (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 any dividends from Ordinary Shares and the proceeds from
the sale of Ordinary Shares.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Ordinary Shares as to which DBAG has shared voting and
disposition power are held by Deutsche Securities Inc., a U.S. registered
broker-dealer. Ordinary Shares held by a U.S. registered investment adviser are
not subject to the control of the Reporting Persons and are being separately
reported by such investment adviser.
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: January 28, 1999
DEUTSCHE BANK AG
By: /s/ Dieter Eisele
--------------------------------
Name: Dr. Dieter Eisele
Title: Group Head of Compliance
By: /s/ Rainer Grimberg
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Name: Dr. Rainer Grimberg
Title: Vice President
<PAGE>
EXHIBIT I
Consent of Morgan Grenfell Asset Management Limited
The undersigned agrees that the Schedule 13G/A 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(f)(1) of the Securities Exchange Act of 1934.
Dated: January 29, 1999
MORGAN GRENFELL ASSET
MANAGEMENT LIMITED
By: /s/ William Slattery
--------------------------------
Name: William Slattery
Title: Head of Business Risk
