UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GENERAL CABLE PLC
(NAME OF ISSUER)
ORDINARY SHARES
(TITLE OF CLASS OF SECURITIES)
0365389
(CUSIP NUMBER)
ROBERT LYNCH, ESQ. WITH COPIES TO:
MANAGING DIRECTOR DONALD P. MADDEN, ESQ.
DEUTSCHE BANK WHITE & CASE
NORTH AMERICA HOLDING CORP. 1155 AVENUE OF THE AMERICAS
31 WEST 52ND STREET NEW YORK, NY 10036
NEW YORK, NY 10019 212-819-8800
212-474-8600
- ----------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
APRIL OF 1995 (SEE ITEM 3)
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
<PAGE>
SCHEDULE 13D
CUSIP No.
[[________]]
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DEUTSCHE BANK AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / /
(B) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FEDERAL REPUBLIC OF GERMANY
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 0
WITH
8 SHARED VOTING POWER
31,538,829
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
36,634,115
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,634,115
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.03%
14 TYPE OF REPORTING PERSON
HC, BK, CO
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No.
[[________]]
<TABLE>
<S> <C>
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 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ENGLAND AND WALES
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 0
WITH
8 SHARED VOTING POWER
31,156,765
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
36,252,051
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,252,051
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.93%
14 TYPE OF REPORTING PERSON
HC, IA
</TABLE>
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the ordinary shares (the
"Ordinary Shares") of General Cable plc ("Cable"), the principal executive
offices of which are located at [37-41 Old Queen Street, London SW1H 9JA, UK.]
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed by Deutsche Bank AG
("DBAG") and Morgan Grenfell Asset Management Limited ("MGAM" and, together
with DBAG , the "Reporting Persons").
The principal business of DBAG is the provision of financial and
related services. DBAG is the largest banking institution in the Federal
Republic of Germany and is the parent company of a group consisting of banks,
capital market and fund management companies, mortgage banks and property
finance companies, installment financing and leasing companies, insurance
companies, research and consultancy companies and other companies. DBAG is
organized under the laws of the Federal Republic of Germany, and the address
of its principal place of business is Taunusanlage 12, D-60325, Frankfurt am
Main, Federal Republic of Germany.
MGAM is an indirect wholly-owned subsidiary of DBAG. The principal
business of MGAM is as an investment management holding company. MGAM is
organized under the laws of England and Wales, and the address of its
principal place of business is 20 Finsbury Circus, London EC2M 1NB, England.
The attached Schedule A is a list of the executive officers and
directors of the Reporting Persons which contains the following information
with respect to each such person: (i) name; (ii) business address; (iii)
present principal occupation or employment and the name, principal business
and address of any corporation or other organization in which such employment
is conducted; and (iv) citizenship.
During the last five years, none of the Reporting Persons and, to
the best knowledge of the Reporting Persons, none of the persons named on
Schedule A hereto has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
This Schedule 13D does not describe certain intermediate holding
companies within the Deutsche Bank group structure. Such holding companies
exercise no material influence over the voting or disposition of the
securities covered by this Schedule 13D, except to the extent that they may
have officers and directors in common with the companies described herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Morgan Grenfell Investment Management Limited ("MGIM"), Morgan
Grenfell Investment Services Limited ("MGIS"), Morgan Grenfell Trust Managers
Limited ("MGTM") and Morgan Grenfell International Funds Management Limited
("MGIFM," and together with MGIM, MGTM and MGIS, the "MGAM Managers"), are
wholly-owned subsidiaries of MGAM. Since the initial public offering of Cable
in April of 1995, the MGAM Managers have purchased Ordinary Shares in open
market transactions at market prices. Between April of 1995 and November 24,
1997, the MGAM Managers have participated in transactions in the Ordinary
Shares at prices ranging from a high of Pound/Sterling 2.14 to a low of
Pound/Sterling 1.01 per Ordinary Share. The MGAM Managers do not hold
American Depositary Shares, and their records do not indicate the exact date
<PAGE>
on which beneficial ownership exceeded five percent of the Ordinary Shares.
The purchases were made by the MGAM Managers for investment fund
accounts over which they exercise discretion. Accordingly, the source of funds
used to effectuate the purchases was client funds held in such accounts.
Deutsche Gesellschaft fur Fondverwaitung mbH ("Degef") is a wholly
owned subsidiary of DBAG. Between September 9 and November 11 of 1997, Degef
has purchased Ordinary Shares on the open market at prices ranging from
Pound/Sterling 1.065 to Pound/Sterling 1.26.
The purchases were made by Degef for mutual funds managed by Degef.
Accordingly, the source of funds used to effectuate the purchases was the
mutual fund assets and ultimately by clients investing in the mutual funds.
ITEM 4. PURPOSE OF THE TRANSACTION
The MGAM Managers acquired the Ordinary Shares in the ordinary
course of their business as investment management companies. Degef acquired
the Ordinary Shares in the ordinary course of its business as a mutual fund
company.
None of the Reporting Persons and, to the best knowledge of any of
the Reporting Persons, none of the persons set forth on Schedule A, has any
current plans or proposals that relate to or would result in (a) the acquisi-
tion by any person of additional securities of Cable or the disposition of
securities of Cable; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation of Cable or any of its subsidiaries; (c)
a sale or transfer of a material amount of assets of Cable or any of its
subsidiaries; (d) any change in the present board of directors or management
of Cable, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of Cable; (f) any
other material change in Cable's business or corporate structure; (g) changes
in Cable's charter, by-laws or instruments corresponding thereto, or other
actions which may impede the acquisition of the control of Cable by any
person; (h) any of Cable's securities being delisted from a national
securities exchange or ceasing to be authorized to be quoted in an inter-
dealer quotation system of a registered national securities association; (i)
any of Cable's equity securities becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Persons acting
directly, in the case of DBAG and MGAM, and acting indirectly through the MGAM
Managers, Degef or other direct or indirect wholly-owned subsidiaries, may in
the future determine to acquire additional Ordinary Shares or to dispose of
Ordinary Shares in the ordinary course of their business as investment
management companies.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (i) DBAG may be deemed the beneficial owner of Ordinary Shares
as set forth on the applicable cover page.
(ii) MGAM may be deemed the beneficial owner of Ordinary Shares as
set forth on the applicable cover page.
(iii) None of the persons listed in Schedule A is the beneficial
owner of outstanding Ordinary Shares.
(b) (i) Reference is made to the applicable cover page for each
Reporting Person for information concerning the number of shares as to which
there is sole power to vote or to direct the vote, shared power to vote or
<PAGE>
direct the vote, sole or shared power to dispose or to direct the disposition.
(ii) In compliance with Item 5(b), the applicable information
required by Item 2 is provided below for each of the MGAM Managers and for
Degef with whom DBAG and MGAM may be deemed to share the power to dispose of
or direct the disposition of Ordinary Shares and to vote or direct the vote of
Ordinary Shares as set forth on the cover pages applicable to DBAG and MGAM.
MGIM is a wholly owned subsidiary of MGAM. The principal business
of MGIM is as an investment management company. MGIM is organized under the
laws of England and Wales, and the address of its principal place of business
is 20 Finsbury Circus, London EC2M INB, England.
MGIS is a wholly-owned subsidiary of MGAM. The principal business
of MGIS is as an investment management company. MGIS is organized under the
laws of England and Wales, and the address of its principal place of business
is 20 Finsbury Circus, London, EC2M 1NB, England.
MGIFM is a wholly-owned subsidiary of MGAM. The principal business
of MGIFM is as an investment management company. MGIFM is organized under the
laws of England and Wales, and the address of its principal place of business
is 20 Finsbury Circus, London, EC2M 1NB, England.
MGTM is a wholly owned subsidiary of MGAM. The principal business
of MGTM is as an investment management company. MGTM is organized under the
laws of England and Wales, and the address of its principal place of business
is 20 Finsbury Circus, London EC2M INB, England.
Degef is a wholly owned subsidiary of DBAG. The principal business
of Degef is as a mutual fund investment company. Degef is organized under the
laws of Germany, and its principal place of business is Bockenheimer Landstir
42, 60323 Frankfurt, Germany.
During the last five years, none of MGIM, MGIS, MGIFM, MGTM, and
Degef has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding violation with respect to such
laws.
(c) (i) During the past sixty days, DBAG acquired or disposed of
beneficial ownership of Ordinary Shares as a result of market transactions
carried out by the MGAM Managers and Degef. Such purchases are set forth in
Schedule B attached hereto.
(ii) During the past sixty days, MGAM acquired or disposed of
beneficial ownership of Ordinary Shares as a result of market transactions
carried out by the MGAM Managers. Such purchases are set forth in Schedule B
attached hereto.
(d) All dividends received on Ordinary Shares described in this
Schedule 13D and proceeds from the sale thereof are received for the benefit
of clients on whose behalf such Ordinary Shares have been acquired.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None of the Reporting Persons and, to the best knowledge of the
Reporting Persons, none of the individuals identified in Schedule A has any
contract, arrangement, understanding or relationship with any person with
respect to any security of Cable.
<PAGE>
<TABLE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
<S> <C>
Exhibit No. Description
1 Consent of Morgan Grenfell Asset Management
Limited
</TABLE>
<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: December 1, 1997
DEUTSCHE BANK AG
By: /s/ Dr. Dieter Eisele
-----------------------------------
Name: Dr. Dieter Eisele
Title: Group Head of Compliance
By: /s/ Rondal Eric Powell
-----------------------------------
Name: Rondal Eric Powell
Title: Vice President
<PAGE>
SCHEDULE A
I. DBAG
Each person named below is a director or executive officer of DBAG,
whose principal business is described above in Item 2.
<TABLE>
<S> <C> <C>
Present Principal
Name and Citizenship Business Address Occupation or Employment
Carl L. von Boehm-Bezing Deutsche Bank AG Member of the Board of Managing
German Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of Germany
Dr. Rolf-E. Breuer Deutsche Bank AG Member of the Board of Managing
German Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of Germany
Michael Dobson Deutsche Bank AG Member of the Board of Managing
United Kingdom Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of Germany
Dr. Michael Endres Deutsche Bank AG Member of the Board of Managing
German Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of Germany
Dr. Tessen von Heydebreck Deutsche Bank AG Member of the Board of Managing
German Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of Germany
Dr. Jurgen Krumnow Deutsche Bank AG Member of the Board of Managing
German Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of Germany
Georg Krupp Deutsche Bank AG Member of the Board of Managing
German Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of Germany
Dr. Ronaldo H. Schmitz Deutsche Bank AG Member of the Board of Managing
German Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of Germany
Dr. Josef Ackermann Deutsche Bank AG Member of the Board of Managing
Swiss Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of Germany
Dr. Ulrich Weiss Deutsche Bank AG Member of the Board of Managing
German Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of Germany
</TABLE>
<PAGE>
II. MGAM
Each person named below is a director or executive officer of MGAM,
whose principal business is described above in Item 2.
<TABLE>
<S> <C> <C>
Present Principal
Name and Citizenship Business Address Occupation or Employment
David W. Baldt Morgan Grenfell Capital Member of the Board of Managing
American Management Incorporated Directors, Morgan Grenfell Asset
1435 Walnut Street Management Limited
4th Floor
Philadelphia, PA 19102, USA
Graham D. Bamping Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Henry C. Benson Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Colin M. Brown Morgan Grenfell Development Member of the Board of Managing
British Capital Limited Directors, Morgan Grenfell Asset
23 Great Winchester Street Management Limited
London, England
EC2P 2AX
Timothy F. Brown Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Elizabeth B. Bryan Morgan Grenfell Asset Member of the Board of Managing
Australian Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Michael Bullock Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Simon J. Cooke Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Anthony J. Creighton Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
<PAGE>
David T. Cumming Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Richard M. Curling Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Charles Z. Curtis Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Roger J. Curtis Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Susanna F. Davies Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Michael W.R. Dobson Deutsche Morgan Grenfell Group Plc Chairman of the Board of
British 23 Great Winchester Street Managing Directors, Morgan
London, England Grenfell Asset Management Limited
EC2P 2AX
Patrick W.W. Disney Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Ernst L. Drayss Deutsche Bank AG Member of the Board of Managing
German Taunusanlage 12 Directors, Deutsche Asset
60325 Frankfurt Management GmbH
The Federal Republic of Germany
Neil R. Dunford Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
William P. Dwerryhouse Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
James G. Fox Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Charles James Maximilian Morgan Grenfell Asset Member of the Board of Managing
Franklin Management Limited Directors, Morgan Grenfell Asset
<PAGE>
British 20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Adrian C. Frost Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
James C.W. Goulding Morgan Grenfell Investment Member of the Board of
British Management (Asia) Ltd Managing Directors, Morgan
20 Raffles Place Grenfell Asset Management Limited
#25-08 Ocean Towers
Singapore 0104
Martin A. Hall Morgan Grenfell Capital Member of the Board of
British Management Incorporated Managing Directors, Morgan
1435 Walnut Street Grenfell Asset Management Limited
4th Floor
Philadelphia, PA 19102, USA
Gerald V. Hough Morgan Grenfell Asset Member of the Board of
British Management Limited Managing Directors, Morgan
20 Finsbury Circus Grenfell Asset Management Limited
London, England
EC2M 1NB
Julian R. Johnston Morgan Grenfell Asset Member of the Board of
American/French Management Limited Managing Directors, Morgan
20 Finsbury Circus Grenfell Asset Management Limited
London, England
EC2M 1NB
Ian D. Kelson Morgan Grenfell Asset Member of the Board of
British Management Limited Managing Directors, Morgan
20 Finsbury Circus Grenfell Asset Management Limited
London, England
EC2M 1NB
Peter Lees Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Jeremy G. Lodwick Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
The Honourable Charles Morgan Grenfell Asset Member of the Board of Managing
Martyn-Hemphill Management Limited Directors, Morgan Grenfell Asset
British 20 Finsbury Circus Management Limited
London, England
EC2M 1NB
P. McNaughton Morgan Grenfell Asset Member of the Board of Managing
Irish Management (Ireland) Limited Directors, Morgan Grenfell Asset
Georges Dock House Management Limited
International Financial Centre
1 Dublin
Ireland
William G. Michie Morgan Grenfell Asset Member of the Board of Managing
<PAGE>
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Herbert K. Michel Deutsche Bank AG Member of the Board of Managing
German Taunusanlage 12 Directors, Deutsche Gesellschaft
60323 Frankfurt fur Fondsverwaltung mbH
The Federal Republic of Germany
James E. Minnick Morgan Grenfell Capital Member of the Board of Managing
American Management Incorporated Directors, Morgan Grenfell Asset
885 Third Avenue Management Limited
32nd Floor
New York, NY 10022-4802 USA
Stuart W. Mitchell Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Roger P. Morris Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Norman L. Murray Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Christopher M. Phillips Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
James A.J. Pulsford Deutsche Morgan Grenfell Member of the Board of Managing
British Asset Management (Japan) Ltd Directors, Morgan Grenfell Asset
19th Floor, Akasaka Park Management Limited
Building, 5-2-20 Akasaka,
Minato-Ku, Tokyo 107
Diane Seymour-Williams Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Robert H. Smith Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
William G.M. Thomas Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Patrick N.C. Walker Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
<PAGE>
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Anthony Wilkinson Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Hitoshi Yamamoto Deutsche Morgan Grenfell Member of the Board of Managing
Japanese Asset Management (Japan) Directors, Morgan Grenfell Asset
Ltd, 19th Floor, Akasaka Park Management Limited
Building, 5-2-20 Akasaka,
Minato-Ku, Tokyo 107
</TABLE>
<PAGE>
SCHEDULE B
Following are the transactions in Ordinary Shares effected by the MGAM
Managers and Degef set forth in British pounds in the past 60 days.
<TABLE>
<S> <C> <C> <C> <C>
OPERATING TRANSACTION TRADE
COMPANY TYPE DATE QUANTITY PRICE GBP
MGIFM Buy 9/12/97 22000 1.07
MGIFM Buy 9/12/97 2600 1.07
Degef Buy 9/16/97 120000 1.07
MGIS Buy 9/18/97 104000 1.07
MGIS Buy 9/18/97 66000 1.07
MGIS Buy 9/18/97 187600 1.07
MGIS Buy 9/18/97 71600 1.07
MGIS Buy 9/18/97 70800 1.07
MGIS Buy 9/19/97 156000 1.07
MGIS Buy 9/19/97 99000 1.07
MGIS Buy 9/19/97 281400 1.07
MGIS Buy 9/19/97 107400 1.07
MGIS Buy 9/19/97 106200 1.07
MGIS Sell Long 9/23/97 95000 1.09
MGIM Deliver Long 9/24/97 201000 0
MGIM Add Long 9/24/97 201000 1.72
MGIM Sell Long 9/26/97 201000 1.13
MGIM Buy 10/10/97 5000 1.27
MGIM Buy 10/10/97 11000 1.27
MGIM Buy 10/10/97 5000 1.27
MGIM Buy 10/10/97 2000 1.27
MGIM Sell Long 10/14/97 152721 1.28
MGTM Sell Long 10/14/97 41945 1.28
MGIM Sell Long 10/14/97 125834 1.28
MGIFM Buy 10/16/97 325000 1.28
MGIM Sell Long 10/22/97 152483 1.26
MGIM Sell Long 10/22/97 76241 1.25
MGIM Sell Long 10/22/97 60993 1.25
MGIM Sell Long 10/22/97 125638 1.26
MGIM Sell Long 10/22/97 62819 1.25
MGIM Sell Long 10/22/97 50255 1.25
MGTM Sell Long 10/22/97 41879 1.26
MGTM Sell Long 10/22/97 16752 1.25
MGTM Sell Long 10/22/97 20940 1.25
MGIS Sell Long 10/22/97 17362 1.24
MGIFM Buy 10/22/97 97676 1.25
MGIFM Buy 10/22/97 108529 1.26
MGIFM Buy 10/22/97 60329 1.25
MGIFM Buy 10/22/97 67032 1.26
MGIFM Buy 10/22/97 47401 1.25
MGIFM Buy 10/22/97 52669 1.26
Degef Buy 10/22/97 82594 1.25
Degef Buy 10/22/97 91770 1.26
Degef Buy 10/29/97 75000 1.18
MGIS Sell Long 10/29/97 120000 1.22
MGIM Sell Long 11/7/97 210 1.15
MGIFM Buy 11/7/97 5300 1.13
Degef Buy 11/10/97 12700 1.12
MGIFM Buy 11/17/97 84788 1.02
MGIFM Buy 11/17/97 52369 1.02
MGIFM Buy 11/17/97 41147 1.02
Degef Buy 11/17/97 71696 1.02
MGIFM Buy 11/18/97 61047 1.02
<PAGE>
MGIFM Buy 11/18/97 37706 1.02
MGIFM Buy 11/18/97 29626 1.02
Degef Buy 11/18/97 51621 1.02
MGIFM Buy 11/19/97 133965 1.01
MGIFM Buy 11/19/97 82743 1.01
MGIFM Buy 11/19/97 65012 1.01
Degef Buy 11/19/97 113280 1.01
MGIS Sell Long 11/21/97 440 1.01
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
1 Consent of Morgan Grenfell Asset Management
Limited
<PAGE>
EXHIBIT 1
Consent of Morgan Grenfell Asset Management
The undersigned agrees that the Schedule 13D 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: December 1, 1997
MORGAN GRENFELL ASSET MANAGEMENT
LIMITED
By: /s/ Andrew Hume
---------------------------------
Name: Andrew Hume
Title: Senior Associate Director
