<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
GOVETT STRATEGIC INVESTMENT TRUST PLC
(Name of Issuer)
Common Stock, par value pound sterling 0.10 per share
(Title of Class of Securities)
383792207
(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 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).
Page 1 of 10 pages
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CUSIP NO. 383792207 13G
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B.A.T Industries p.l.c.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON
WITH
---------------------------------------------------------
6 SHARED VOTING POWER
14,229,400
---------------------------------------------------------
7 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
14,229,400
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,229,400
- --------------------------------------------------------------------------------
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
14.5%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 10 pages
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CUSIP NO. 383792207 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allied Dunbar Assurance plc
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
England
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON
WITH
----------------------------------------------------------
6 SHARED VOTING POWER
10,878,250
----------------------------------------------------------
7 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
10,878,250
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,878,250
- --------------------------------------------------------------------------------
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
11.1%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 10 pages
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Item 2(a) of the Statement on Schedule 13G, dated February 9, 1995, filed by
B.A.T. Industries p.l.c., Allied Dunbar Unit Trusts plc and Allied Dunbar
Assurance plc is hereby amended and restated to read in its entirety as follows:
B.A.T Industries p.l.c., an English corporation ("B.A.T"), and its subsidiary
Allied Dunbar Assurance plc ("Allied Dunbar"), an English corporation; Allied
Dunbar and B.A.T are the beneficial owners of the Issuer's securities
identified in Item 2(d) below through various subsidiaries and investment funds
for which other subsidiaries of B.A.T. act as manager and investment adviser and
exercise investment discretion. No such entity other than Allied Dunbar
beneficially owns in excess of 5% of the class of shares in respect of which
this report is being made; and B.A.T may be deemed to be the indirect
beneficial owner of such securities by indirectly owning 100% of the issued and
outstanding shares of the relevant subsidiaries. The filing of this statement
by B.A.T shall not be construed as an admission that B.A.T is, for the purposes
of Section 13(d) or 13(g) of the Act or under the laws or regulations of the
United Kingdom, the beneficial owner of any securities covered by this
statement.
Item 2(b) of the Statement on Schedule 13G, dated February 9, 1995, filed by
B.A.T. Industries p.l.c., Allied Dunbar Unit Trusts plc and Allied Dunbar
Assurance plc is hereby amended and restated to read in its entirety as follows:
Address of Principal Business Office or, if none, Residence:
B.A.T. Industries p.l.c.
Windsor House
50 Victoria Street
London SW1H ONL
England
Allied Dunbar Assurance plc
Allied Dunbar Centre
Swindon SN1 1EL
England
Page 4 of 10 pages
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Item 2(c) of the Statement on Schedule 13G, dated February 9,
1995, filed by B.A.T Industries p.l.c., Allied Dunbar Unit Trusts plc and Allied
Dunbar Assurance plc is hereby amended and restated to read in its entirety as
follows:
B.A.T. Industries p.l.c. - England
Allied Dunbar Assurance plc - England
Item 3 of the Statement on Schedule 13G, dated February 9, 1995, filed
by B.A.T Industries p.l.c., Allied Dunbar Unit Trusts plc and Allied Dunbar
Assurance plc is hereby amended and restated to read in its entirety as follows:
This statement is filed pursuant to Rule 13d-1(b) by B.A.T, a
Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G) and by Allied Dunbar Assurance plc, an
Insurance Company (as defined in Section 3(a)(19) of the Act),
incorporated under the laws of England.
Ownership:
(a) Amount Beneficially Owned:
14,229,400
The shares being reported were
acquired by various subsidiaries of
B.A.T. Industries and investment
funds for which other subsidiaries
act as manager and investment
adviser and exercise investment
discretion. No such entity other
than Allied Dunbar beneficially owns
in excess of 5% of the class of
shares in respect of which this
report is being made.
(b) Percent of Class:
14.5%
(c) Number of shares as to which person
has:
<TABLE>
<S> <C>
(i) Sole voting power: -0-
(ii) Shared voting power: 14,229,400
(iii) Sole disposition power: -0-
(iv) Shared disposition power: 14,229,400
</TABLE>
Page 5 of 10 pages
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Item 7 of the Statement on Schedule 13G, dated February 5, 1997, filed by B.A.T.
Industries p.l.c., Allied Dunbar Unit Trusts p.l.c. and Allied Dunbar Assurance
p.l.c. is hereby amended and restated to read in its entirety as follows:
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company:
See Exhibit I.
Item 10. Certifications.
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 6 of 10 pages
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SIGNATURES
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.
B.A.T INDUSTRIES p.l.c.
Dated February 6, 1998 By: /s/ Anthony Robert Holliman
--------------------------------------
Name: Anthony Robert Holliman
Title: Assistant Corporate Secretary
Page 7 of 10 pages
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SIGNATURES
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.
ALLIED DUNBAR ASSURANCE plc
Dated February 10, 1998 By: /s/ ROBIN D. CLARK
-------------------
Name: Robin D. Clark
Title: Director,
Threadneedle Investment
Managers Ltd. for and on
behalf of Allied Dunbar
Assurance plc
Page 8 of 10 pages
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit Description Page Number
- ------- ----------- -----------
<S> <C> <C>
I Identification and Classification of Subsidiaries 10
</TABLE>
Page 9 of 10 pages
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Exhibit I
The shares of GOVETT STRATEGIC INVESTMENT TRUST PLC which are the Subject of
this Schedule 13G were acquired by various investment funds for which
subsidiaries of B.A.T. act as manager and investment adviser and exercise
investment discretion. The identity of such subsidiaries is as follows:
Allied Dunbar Assurance plc Threadneedle Investment Services
Allied Dunbar Centre Limited
Swindon SN1 1EL 60 St. Mary Axe
England London EC3A 8JQ
England
Eagle Star Unit Managers Limited
60 St. Mary Axe
London EC3A 8JQ
England
Eagle Star Life Assurance Co. Ltd.
60 St. Mary Axe
London EC3A 8JQ
England
Each of the foregoing subsidiaries is an insurance company for purposes
of Item 3 of this Statement.
Page 10 of 10 pages
