LASMO PLC /NEW/
SC 13G, 1998-05-29
DRILLING OIL & GAS WELLS
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (Amendment No. __)

                                   LASMO PLC.
                                (Name of issuer)

                                 ORDINARY SHARES
                         (Title of class of securities)

                                    501730204
                                 (CUSIP number)

                                   *SEE NOTE
             (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)

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

*    Previous  filings by the Reporting  Persons  relating to this security were
     made on Schedule 13D pursuant to Rules  13d-1(a)  and  13d-1(b).  By filing
     this Schedule 13G, the  Reporting  Persons  intend to convert to the filing
     regime governed by Rule 13d-1(c).

<PAGE>


- ---------------------------------                                
      CUSIP No. 501730204                      13G               
- ---------------------------------                                


- -------- -----------------------------------------------------------------------
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       5      SOLE VOTING POWER
SHARES                 0
                ------ ---------------------------------------------------------
BENEFICIALLY           SHARED VOTING POWER
OWNED BY        6      57,824,806
                ------ ---------------------------------------------------------
EACH                   SOLE DISPOSITIVE POWER
REPORTING       7      0
                ------ ---------------------------------------------------------
PERSON WITH            SHARED DISPOSITIVE POWER
                8      74,641,758
- -------- -----------------------------------------------------------------------
 9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         74,641,758
- -------- -----------------------------------------------------------------------
10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES                                                  |_|
- -------- -----------------------------------------------------------------------
11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         7.7%
- -------- -----------------------------------------------------------------------
12       TYPE OF REPORTING PERSON

         HC, BK, CO
- -------- -----------------------------------------------------------------------


<PAGE>

- ---------------------------------        
      CUSIP No. 501730204                
- ---------------------------------        



- -------- -----------------------------------------------------------------------
   1     NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Morgan Grenfell Asset Management Limited
- -------- -----------------------------------------------------------------------
   2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) |_|
                                                                     (b) |_|
- -------- -----------------------------------------------------------------------
   3     SEC USE ONLY

- -------- -----------------------------------------------------------------------
   4     CITIZENSHIP OR PLACE OF ORGANIZATION

         England and Wales
 ----------------------------- ------ ------------------------------------------
 NUMBER OF                     5    SOLE VOTING POWER
 SHARES                             0
                               -------------------------------------------------
 BENEFICIALLY                       SHARED VOTING POWER
 OWNED BY                      6    57,145,466
                               -------------------------------------------------
 EACH                               SOLE DISPOSITIVE POWER
 REPORTING                     7    0
                               -------------------------------------------------
 PERSON WITH                        SHARED DISPOSITIVE POWER
                               8    73,962,418
- -------- -----------------------------------------------------------------------
   9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         73,962,418
- -------- -----------------------------------------------------------------------
  10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES                                                     |_| 
- -------- -----------------------------------------------------------------------
  11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         7.7%
- -------- -----------------------------------------------------------------------
  12     TYPE OF REPORTING PERSON

         HC, IA
- -------- -----------------------------------------------------------------------

<PAGE>


ITEM 1(A).        NAME OF ISSUER:

                  Lasmo plc. (the "Issuer")

ITEM 1(B).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  The address of the Issuer's principal executive offices is 101
Bishopsgate, London EC2M 3XH, England

ITEM 2(A).        NAME OF PERSON FILING:

                  This statement is filed on behalf of Deutsche Bank AG ("DBAG")
and Morgan Grenfell Asset  Management  Limited ("MGAM" and,  together with DBAG,
the "Reporting Persons").

ITEM 2(B).        ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

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

                  The principal place of business of MGAM is 20 Finsbury Circus,
London, EC2M 1NB, England.

ITEM 2(C).        CITIZENSHIP:

                  The citizenship of each of the Reporting  Persons is set forth
on the applicable cover page.

ITEM 2(D).        TITLE OF CLASS OF SECURITIES:

                  The title of the securities is ordinary  shares (the "Ordinary
Shares").

ITEM 2(E).        CUSIP NUMBER:

                  The CUSIP number of the  Ordinary  Shares is set forth on each
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:

                Each of the  Reporting  Persons  owns the amount of the Ordinary
         Shares as set forth on the applicable cover page.

         (B)    PERCENT OF CLASS:

                Each  of  the  Reporting  Persons  owns  the  percentage  of the
         Ordinary Shares as set forth on the applicable cover page.

         (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

             (I)   SOLE POWER TO VOTE OR TO DIRECT THE VOTE:

                   Each of the  Reporting  Persons has the sole power to vote or
             direct  the  vote  of  the  Ordinary  Shares  as set  forth  on the
             applicable cover page.

             (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:

                   Each of the Reporting Persons has the shared power to vote or
             direct  the  vote  of  the  Ordinary  Shares  as set  forth  on the
             applicable cover page.

             (III)  SOLE  POWER  TO  DISPOSE  OR  TO  DIRECT  THE
                    DISPOSITION OF:

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

             (IV)  SHARED  POWER  TO  DISPOSE  OR  TO  DIRECT  THE DISPOSITIO
                   OF:N

                   Each of the Reporting Persons has the shared power to dispose
             or direct the  disposition  of the Ordinary  Shares as set forth on
             the applicable 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  Persons  have  the
ultimate right to any dividends  from Ordinary  Shares and the proceeds from the
sale of Ordinary Shares.

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 both  DBAG  and MGAM  which  hold
Ordinary  Shares  included in the figures on the cover  pages:  Morgan  Grenfell
Investment  Services  Limited,  Morgan  Grenfell  International  Fund Management
Limited, Morgan Grenfell Trust Managers Limited and Morgan Grenfell Quantitative
Investments Limited.

         The  following  are  subsidiaries  of DBAG which hold  Ordinary  Shares
included in the figures on the applicable cover page: Deutsche  Gesellschaft fur
Wertpapiersparen mbH and DWS (Austria) Investmentgesellschaft mbH.

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:  May 28, 1998



                                      DEUTSCHE BANK AG



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



                                      By:/s/Rondal Eric Powell
                                         ---------------------------------------
                                         Name:   Rondal Eric Powell
                                         Title:  Vice President






                                                                      Exhibit 1

               Consent of Morgan Grenfell Asset Management Limited


         The undersigned  agrees that the Schedule 13G executed by Deutsche Bank
AG to which  this  statement  is  attached  as an  exhibit is filed on behalf of
Deutsche Bank AG and Morgan Grenfell Asset  Management  Limited pursuant to Rule
13d-1(f)(1) of the Securities Exchange Act of 1934.

Dated:  May 28, 1998



                                     MORGAN GRENFELL ASSET MANAGEMENT LIMITED



                                     By:/s/William Slattery
                                        ---------------------------------------
                                        Name:   William Slattery
                                        Title:  Head of Business Risk Management




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