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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Guidant Corp.
(Name of Issuer)
Common
(Title of Class of Securities)
401698 10 5
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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. 401698 10 5
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 9,293
6 SHARED VOTING POWER -0-
7 SOLE DISPOSITIVE POWER 9,293
8 SHARED DISPOSITIVE POWER -0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,350,537
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.8%
12
TYPE OF REPORTING PERSON*
BK, HC
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Item 1(a) Name of Issuer:
Guidant Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
111 Monument Circle
29th Floor
Indianapolis, Indiana 46204-5129
Item 2(a) Name of Person Filing:
Dresdner Bank AG
Item 2(b) Address of Principal Business Office or, if none, Residence:
Jurgen-Ponto-Platz 1
60301 Frankfurt, Germany
Item 2(c) Citizenship:
German Bank
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number:
401698 10 5
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(g) [X] Parent Holding Company in accordance with Section
240.13d-1(b)(ii)(G) under the Securities Exchange Act of 1934. *See Exhibit A.
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.
See Exhibit A.
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 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 such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
Dr. Reinhard Pruesche
By /s/William L. Price
William L. Price
Attorney-in-Fact
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.
Dresdner Bank AG
Dr. Reinhard Preusche February 7, 1997
General Assistant Manager
By /s/ William L. Price
William L. Price
Attorney-in-Fact
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EXHIBIT A
Dresdner Bank AG ("Dresdner") is an international banking organization
headquartered in Frankfurt, Germany. RCM Capital Management, L.L.C. ("RCM"),
a wholly owned subsidiary of Dresdner, is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940.
Dresdner has filed this Schedule 13G pursuant to Rule 13d-1(b)(ii)(G) under the
Securities Exchange Act of 1934. Dresdner has beneficial ownership of the
securities reported on this Schedule 13G only to the extent that Dresdner may be
deemed to have beneficial ownership of securities deemed to be beneficially
owned by RCM.
Dresdner is responsible for the timely filing
of Schedule 13G and any amendments thereto,
and for the completeness and accuracy of the
information concerning Dresdner contained
therein.
DRESDNER BANK AG
Dr. Reinhard Pruesche February 7, 1997
By /s/ William L. Price
William L. Price
Attorney-in-Fact
