SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13-D
Under the Securities Exchange Act of 1934
ROFIN-SINAR TECH INC
(Name of Issuer)
HENDERSON INVESTORS LIMITED
(name of Person filing Statement)
COMMON STOCK PAR VALUE $0.01
(Title of Class of Securities)
2748494
(CUSIP Number)
Mark Phythian-Adams
Henderson Administration Limited
3 Finsbury Avenue
London EC2M 2PA England
Telephone: 44-71-410-4700
(Name, address, and telephone number of person
authorised to receive notices and communications)
27 April 1999
(Date of event which requires filing of this Statement)
Item 1. Security and Issuer
This Statement relates to the shares of Common Stock, par value $0.01 of
Rofin-Sinar Tech Inc,
a corporation incorporated under the laws of Germany ("the Company").
The address of Rofin-
Sinar Tech Inc's principal executive offices is Berzeluisstrasse 83,
D22113 Hamburg, Germany.
Item 2. Identity and Background
This Statement is being filed on behalf of:
(a) AMP (UK) plc,
(b) Henderson plc ("Hplc"),
(c) Henderson Investors Limited ("HIL"),
(d) Henderson Administration Limited ("HAL"),
(e) Henderson Fund Management plc ("HFM"),
hereinafter collectively referred to as "the Henderson Companies".
Hplc, HIL, HAL, and HFM are subsidiaries of AMP (UK) plc. Hplc is a Public
Limited
Company and HIL, HFM, and HAL are Private Limited Companies, each of which is
organised
under the laws of England and has its principal office and principal business
at 3, Finsbury Avenue, London, EC2 2PA, England.
The principal business of HIL, HFM and HAL is to act as an investment
manager on a discretionary basis to pension funds, unit trusts, investment
trusts, other institutional investors
and individual private clients.
Appendix A attached hereto is a list of the executive officers and directors
of the Henderson
Companies setting forth the following information with respect to each
such person:-
(a) Name and business address;
(b) Present principal occupation or employment and the name,
(c) principal business
and address of any corporation or other organisation in which such employment
is conducted;
(c) Citizenship.
During the last five years, none of the Henderson Companies nor, to the best
of our knowledge,
any person named in Appendix A has been convicted in a criminal proceeding,
excluding traffic
violations or similar misdemeanours.
During the last five years, none of the Henderson Companies nor, to the best
of our knowledge,
any person named in Appendix A has been a party to a civil proceeding of a
judicial or
administrative body of competent jurisdiction, and as a result of such
proceeding has been or is
subject to a judgement, decree or final order enjoining future violations, or
prohibiting or
mandating activities subject to federal or state securities laws, or finding
any violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other Considerations
The aggregate sale price for the Common Stock sold by the Henderson Companies
was
approximately US$116200.
Item 4. Purpose of Transaction
The Common Stock sold for the discretionary accounts were sold as part of
portfolios of
marketable securities and were being held as investments. Depending on price,
market
conditions, re-evaluation of Rofin-Sinar Tech Inc's business and other
factors which may
impact on the assessment of an investment in Rofin-Sinar Tech Inc, the
Henderson Companies
may acquire or dispose of shares of Common Stock. Notwithstanding the
present assessment of
investment in Rofin-Sinar Tech Inc, the Henderson Companies intend to
review such
assessment periodically and may increase or decrease holdings of shares
of Common Stock,
depending on the factors cited above.
The Henderson Companies do not plan to exercise control over Rofin-Sinar
Tech Inc. The
Henderson Companies have not formulated any plans or proposals that would
relate to or result
in an extraordinary corporate transaction involving Rofin-Sinar Tech Inc,
a sale or transfer of a
material amount of the assets of Rofin-Sinar Tech Inc, any change in
Rofin-Sinar Tech Inc
Group Inc's Board of Directors or management, any material change in
Rofin-Sinar Tech Inc
Group Inc's capitalization or dividend policy, any material change in Rofin-
Sinar Tech Inc
Group Inc's business or corporate structure, any changes in Rofin-Sinar
Tech Inc Group Inc's
charter or by-laws or any other action which may impede the acquisition of
control of Rofin-
Sinar Tech Inc Group Inc by any person, or the deregistering or delisting of
Rofin-Sinar Tech
Inc Group Inc's securities.
Item 5. Interest in Securities of the Issuer
(a) HIL/HAL/HFM hold of record shares of Common Stock owned by certain
investors
(collectively, the "Investors") maintaining accounts at HIL/HAL/HFM. The
aggregate
number of the shares of Common Stock held of record by HIL/HAL/HFM is
561,621 shares.
For the purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended, HIL/HAL/HFM may be considered a beneficial
owner of those shares as a result of its ability to vote or dispose
of such shares. As a result
of such beneficial ownership,HIL/HAL/HFM would be deemed to own
561,621 shares, representing approximately 4.87% of the amount
outstanding as of 27 April 1999.
For the purposes of Section 13(d), of the Securities Exchange Act of
1934, as
amended, AMP (UK) plc may be considered a beneficial owner of those shares
as a result of its ability to control Hplc, HIL, HFM and HAL, due to its
ownership of 100%
of the capital stock of such companies. As a result of such beneficial
ownership,
AMP (UK) plc may be deemed to own 561,621 shares, representing
approximately
4.87% of the amount outstanding as of 27 April 1999.
(b) The following chart sets forth each purchase and sale by HIL/HFM/HAL of
Common
Stock, on behalf of the respective Investors, within the past 60 days,
including the date,
the number of shares purchased and the price per share with respect to each
transaction:
Date No. of shares Price per share
27.4.99 561,621 US$5.81
All such purchases and sales were executed in ordinary brokerage
transactions on the
New York Stock Exchange. During the past 60 days, there were no transactions
involving shares of Common Stock by any persons named in Item 2 of this
Statement
other than as stated above.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to the
Securities of the Issue
Except as otherwise noted in this Statement, none of the Henderson
Companies nor, to
the best of our knowledge, any of the persons named in Appendix A attached
hereto
has any contract, arrangement, understanding, or relationship (legal or
otherwise) with
any person in respect of any securities of Rofin-Sinar Tech Inc Group Inc,
including,
but not limited to, transfer or voting any of such securities, finder's fees,
joint ventures,
loan or option agreements, puts or calls, guarantees of profits, division of
profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibits
Exhibit No.
*1. Joint Filing Agreement, dated as of 27 April 1999, between Hplc,
HIL, HFM and HAL.
Appendix A
Information concerning certain persons referred to in Item 2.
Directors of Henderson plc
(a) Name Nationality
& (f)
Benjamin Harold Bourchier Wrey British
Dugald McMillan Eadie British
Robin Alexander Macdonald Baillie* British
Lee-Ann Churcher Barnett British
Limerick, The Rt Hon The Earl of Limerick Patrick
Edmund Pery* British
Mark Vevers Phythian-Adams British
Sir Brian Piers Shaw* British
Mr George Rea Trumbull* American
* Non-Executive Directors
Co. Secretary: Mark Vevers Phythian-Adams British
Directors of Henderson Investors Limited
John Randle Alexander British
Brian Jonathan David Ashford-Russell British
Lee-Ann Churcher Barnett British
Peter John Bassett British
Andrew Baum British
Michael Charles Bray British
George Ian Buckley British
Michael Gerard Clare British
Richard Thomas Carlyle British
Rupert Alexander Carnegie British
Ian Campbell Clark British
Christopher George Clarke British
David Collingwood British
Job Sebastian Curtis British
Sean Dranfield British
Dugald McMillan Eadie British
Simon Charles Ellis British
Alasdair Robert Findlay-Shirras British
Christopher John Galleymore British
William Peter Garnett British
Matthew Gilbert Green British
Alexander Jonathan Henderson British
Nicholas Toby Hiscock British
Michael David Hooper British
James Roger Cooper Hunt British
Christian Rachel Mary Jago British
Fred Martin Kinahan Irish
Mark Joseph Lund British
Lachlan Roderick Maclean British
Heather Caroline Seaton Manners British
Nitin Mehta British
Michael Moule British
Fokke Jan Ozinga Dutch
John Leonard Partridge British
Stephen Peak British
Christopher Brian Pemberton British
Mark Vevers Phythian-Adams British
James Peyton Robinson British
Michael Howard Robinson British
Norman John Sharman British
John Bertram Hanway Swanston British
Richard Walker Smith British
Anthony Christopher John Solway British
Tim Peter Stevenson British
Brian Cyril Turner British
Hironori Tsuchiya Japanese
Rupert Mark Thompson British
David Christopher Thornton British
David Ernest Taylor British
Christopher Montagu Turner British
Michael John Watt British
Anthony James Garnham Wolfe British
Benjamin Harold Bourchier Wrey British
Company Secretary:
Henderson Secretarial Services Ltd British
Directors of Henderson Fund Management Limited
Lee-Ann Churcher Barnett British
George Ian Buckley British
Rupert Alexander Carnegie British
Michael Gerard Clare British
Ian Campbell Clark British
Dugald McMillan Eadie British
Nicholas Toby Hiscock British
James Roger Cooper Hunt British
Christian Rachel Mary Jago British
Mark Joseph Lund British
John Leonard Partridge British
Mark Vevers Phythian-Adams British
Michael Howard Robinson British
Anthony Christopher John Solway British
Company Secretary:
Henderson Secretarial Services Ltd British
Directors of Henderson Administration Limited
Lee-Ann Churcher Barnett British
Ian George Buckley British
Rupert Alexander Carnegie British
Michael Gerard Clare British
Ian Campbell Clark British
Dugald McMillan Eadie British
Nicholas Toby Hiscock British
James Roger Cooper Hunt British
Christian Rachel Mary Jago British
Mark Joseph Lund British
John Leonard Partridge British
Mark Vevers Phythian-Adams British
Anthony Christopher John Solway British
Michael Howard Robinson British
Benjamin Harold Bourchier Wrey British
Company Secretary:
Henderson Secretarial Services Ltd Britis
Item (b) * The principal office and business of each of the Directors
and Secretaries
named above is located at 3 Finsbury Avenue, London, EC2M 2PA, England.
Item (c) The present principal occupation of the persons named
above, is to act either
as an investment manager/adviser or to provide administrative
services to
clients on a discretionary basis on behalf of the various
companies within
AMP (UK) Ltd.
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.
HENDERSON PLC
By
........................................................................
Name: Mark Phythian-Adams
Title: Company Secretary
HENDERSON INVESTORS LIMITED
By
.....................................................................
Name: On behalf of Henderson Secretarial Services Limited
Title: Company Secretary
HENDERSON FUND MANAGEMENT LIMITED
By
....................................................................
Name: On behalf of Henderson Secretarial
Services Limited
Title: Company Secretary
HENDERSON ADMINISTRATION LIMITED
By
.....................................................................
Name: On behalf of Henderson Secretarial
Services Limited
Title: Company Secretary
Dated as of 27 April 1999
JOINT FILING AGREEMENT AMONG
HENDERSON PLC
HENDERSON FUND MANAGEMENT LIMITED
HENDERSON INVESTORS LIMITED
HENDERSON ADMINISTRATION LIMITED
The undersigned hereby agree that the Schedule 13-D with respect to the shares
of Common
Stock, par value $0.01, of Rofin-Sinar Tech Inc dated 27 April 1999 is, and any
amendments
thereto executed by each of us shall be, filed on behalf of each of us pursuant
to and in
accordance with the provisions of Rule 13d-1, (f), (I) under the Securities
Exchange Act of
1934, as amended. Each of the undersigned agrees to be responsible for the
timely filing of the
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the
information concerning itself contained therein.
HENDERSON PLC
By .......................................................
Name: Mark Phythian-Adams
Title: Company Secretary
HENDERSON INVESTORS LIMITED
By ....................................................
Name: On behalf of Henderson Secretarial
Services Limited
Title: Company Secretary
HENDERSON FUND MANAGEMENT LIMITED
By .................................................
Name: On behalf of Henderson Secretarial
Services Limited
Title: Company Secretary
HENDERSON ADMINISTRATION LIMITED
By ...............................................
Name: On behalf of Henderson Secretarial
Services Limited
Title: Company Secretary
Dated 27 April 1999
CUSIP No.
13D
Page 2 of Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henderson Investors Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)X
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS*
00
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANISATION
United Kingdom
NUMBER OF 7
SOLE VOTING POWER
561,621
SHARES 8
SHARED VOTING POWER
BENEFICIALLY 9
SOLE DISPOSITIVE POWER
561,621
OWNED BY EACH
REPORTING PERSON
WITH 10
SHARED DISPOSITIVE POWER
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
561,621
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.87
14
TYPE OF REPORTING PERSON*
CO/IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
