UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
GNI Group Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
362022105
(CUSIP Number)
*The remainder of this cover 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 purpose 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).
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT FLEMING INC.
13-3298866
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
Joint filing pursuant to Rule 13d-1 (f) (1) See Item 2 (b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5. SOLE VOTING POWER 681,041
SHARES
BENEFICIALLY 6. SHARED VOTING POWER -
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 681,041
REPORTING PERSON
WITH 8. SHARED DISPOSITIVE POWER -
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
681,041
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.37%
12. TYPE OF REPORTING PERSON*
INVESTMENT ADVISER
<PAGE>
Cusip No. 362022105 13G Page 2 of 3 Pages
Schedule 13G Additional Information
Item #
1. (a) Name of Issuer:
GNI Group Inc.
(b) Address of Issuer's Principal Executive Offices:
2525 Battleground Road
P.O. Box 220
Deer Park, TX 77536
2. (a) Name of Person Filing:
ROBERT FLEMING INC.
(b) Address of Principal Business Office for Each of the Above:
320 Park Avenue, 11th Floor
New York, NY 10022
(c) Citizenship:
DELAWARE CORPORATION
(d) Title of Class of Securities:
COMMON STOCK
(e) CUSIP Number:
362022105
3. This statement is filed pursuant to Rule 13d-1(b), or 13d-2(b). 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
(e) [x] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provsions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund
(g) [ ] Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H)
4. Ownership:
(a) Amount Beneficially Owned: 681,041
(b) Percent of Class: 10.37%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 681,041
(ii) shared power to vote or to direct the vote -
(iii) sole power to dispose or to direct the disposition of 681,041
(iv) shared power to dispose or to direct the disposition of -
5. Ownership of Five Percent or Less of a Class:
N/A
<PAGE>
CUSIP NO. 362022105 13G Page 3 of 3 Pages
Schedule 13G Additional Information (continued)
Item #
6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
N/A
8. Identification and Classification of Members of the Group:
N/A
9. Notice of Dissolution of Group:
N/A
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 purpose or effect.
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.
Date: February 13, 1997
Signature: By /s/ Jonathan K. Simon
JONATHAN K. SIMON, DIRECTOR
ROBERT FLEMING INC.
PRESIDENT - FLEMING CAPITAL MANAGEMENT, DIVISION OF RFI
