HANSON PLC
SC 13G, 1999-09-27
CIGARETTES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                   Hanson plc.
                                (Name of issuer)

                                 Ordinary Shares
                         (Title of class of securities)

                                    411352404
                                 (CUSIP number)

                               September 17, 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. 411352404                            13G           Page 2 of 6 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      29,028,815
                             ------ --------------------------------------------
EACH REPORTING                      SOLE DISPOSITIVE POWER
                             7      0
                             ------ --------------------------------------------
PERSON WITH                         SHARED DISPOSITIVE POWER
                             8      33,166,257
- -------- -----------------------------------------------------------------------
 9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         33,166,257
- -------- -----------------------------------------------------------------------
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>



Item 1(a).        Name of Issuer:

                  Hanson plc. (the "Issuer")

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

                  The address of the Issuer's  principal  executive offices is 1
Grosvenor Place, London SW1X 7JH, United Kingdom.

Item 2(a).        Name of Person Filing:

                  This  statement  is filed on behalf of Deutsche  Bank AG ( the
"Reporting Person").

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

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

Item 2(c).        Citizenship:

                  The  citizenship  of the Reporting  Person is set forth on the
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 the
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:

                         The  Reporting  Person owns the amount of the  Ordinary
                  Shares as set forth on the cover page.

                  (b)      Percent of class:

                           The  Reporting  Person  owns  the  percentage  of the
                  Ordinary Shares as set forth on the cover page.

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

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

                                    The  Reporting  Person has the sole power to
                           vote or direct the vote of the Ordinary Shares as set
                           forth on the cover page.

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

                                    The Reporting Person has the shared power to
                           vote or direct the vote of the Ordinary Shares as set
                           forth on the cover page.

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

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

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

                                    The Reporting Person has the shared power to
                           dispose or direct  the  disposition  of the  Ordinary
                           Shares as set forth on the 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  Person's
subsidiaries  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 the Reporting  Person which
hold Ordinary Shares included in the figures on the cover pages: Morgan Grenfell
Investment  Management Limited,  Morgan Grenfell  International Funds Management
Limited,  Morgan Grenfell  Investment  Services  Limited,  Morgan Grenfell Trust
Management Limited,  Deutsche  Vermogensbildungsgesellschaft  mbH, DWS (Austria)
Investmentgesellschaft  mbH,  Deutsche Asset  Management  Investmentgesellschaft
mbH,  Deutsche Asset  Management  International  GmbH,  Deutsche Morgan Grenfell
Trust Bank Limited,  Deutsche Bank International  Ltd., and Deutsche Bank London
Branch.

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:  September 24, 1999



                                DEUTSCHE BANK AG



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



                                By: /s/ Dr. Rainer Grimberg
                                   -------------------------------
                                   Name:  Dr. Rainer Grimberg
                                   Title: Vice President




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