UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Genset SA
(Name of Issuer)
Ordinary Shares, nominal value FF17
(Title of Class of Securities)
37244T10
(CUSIP Number)
Robert Lynch, Esq. with copies to:
Managing Director Donald P. Madden, Esq.
Deutsche Bank White & Case
North America 1155 Avenue of the
Holding Corp. 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)
<PAGE>
June, 1996
____________________________________________________________
(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 1 of __ Pages
Exhibit Index Appears on page .
<PAGE>
<TABLE>
SCHEDULE 13D
CUSIP No. [________] Page 2 of ___ Pages
<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 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON WITH
8 SHARED VOTING POWER
514,692
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
621,333
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
621,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.01%
14 TYPE OF REPORTING PERSON
HC, BK, CO
</TABLE>
<PAGE>
<TABLE>
SCHEDULE 13D
CUSIP No. [________] Page 3 of ___ Pages
<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 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON WITH
8 SHARED VOTING POWER
514,692
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
621,333
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
621,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.01%
14 TYPE OF REPORTING PERSON
HC, IA
</TABLE>
<PAGE>
<TABLE>
SCHEDULE 13D
CUSIP No. [________] Page 4 of ___ Pages
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Grenfell Investment 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 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 0
REPORTING PERSON WITH
8 SHARED VOTING POWER
444,280
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
534,465
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,465
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.75%
14 TYPE OF REPORTING PERSON
IA, CO
</TABLE>
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the ordinary shares,
nominal value FF 17 per share (the "Ordinary Shares"), of Genset SA
("Genset"), the principal executive offices of which are located at 42, rue
Royale, 75008 Paris, France. In some cases, such Ordinary Shares are
represented by American Depositary Receipts ("ADRs"), each of which is
equivalent to one-third of one Ordinary Share. References herein to Ordinary
Shares are references also to ADRs unless the context otherwise requires.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed by Deutsche Bank AG
("DBAG"), Morgan Grenfell Asset Management Limited ("MGAM") and Morgan
Grenfell Investment Management Limited, ("MGIM" and, together with DBAG and
MGAM, 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.
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 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
<PAGE>
MGIM, Morgan Grenfell Investment Services Limited ("MGIS") and
Morgan Grenfell International Funds Management Limited ("MGIFM," and together
with MGIM and MGIS, the "MGAM Managers"), are wholly-owned subsidiaries of
MGAM. Since the June 1996 initial public offering of the ADRs, the MGAM
Managers have purchased Ordinary Shares and ADRs in open market transactions
at market prices. Since June 1996, market prices for the Ordinary Shares and
ADRs have ranged from a high of 380 French francs to a low of 230 French
francs per Ordinary Share and from a high of $25.25 to a low of $13.25 per
ADR.
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.
ITEM 4. PURPOSE OF THE TRANSACTION
The MGAM Managers acquired the Ordinary Shares in the ordinary
course of their business as investment management companies.
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 Genset or the disposition of
securities of Genset; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation of Genset or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of Genset or any of its
subsidiaries; (d) any change in the present board of directors or management
of Genset, 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 Genset; (f) any
other material change in Genset's business or corporate structure; (g) changes
in Genset's charter, by-laws or instruments corresponding thereto, or other
actions which may impede the acquisition of the control of Genset by any
person; (h) any of Genset'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 Genset'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 and, in the case of DBAG and MGAM, indirectly through the MGAM
Managers 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 621,333
Ordinary Shares, constituting beneficial ownership of 9.01% of the total
outstanding Ordinary Shares, based on 6,898,685 Ordinary Shares outstanding as
of March 31, 1997.
(ii) MGAM may be deemed the beneficial owner of 621,333 Ordinary
Shares, constituting beneficial ownership of 9.01% of the total outstanding
Ordinary Shares, based on 6,898,685 Ordinary Shares outstanding as of March
31, 1997.
(iii) MGIM may be deemed the beneficial owner of 534,465 Ordinary
Shares, constituting beneficial ownership of 7.75% of the total outstanding
Ordinary Shares, based on 6,898,685 Ordinary Shares outstanding as of March
31, 1997.
(iv) None of the persons listed in Schedule A is the beneficial
<PAGE>
owner of outstanding Ordinary Shares.
(b) (i) DBAG does not have the sole power to dispose of or direct
the disposition of any Ordinary Shares, nor does DBAG have the sole power to
vote or direct the vote of any Ordinary Shares.
DBAG may be deemed to have shared power with MGAM, the MGAM Managers
and the holders of the relevant discretionary asset management accounts to
dispose of or direct the disposition of 621,333 Ordinary Shares and to vote or
direct the vote of 514,692 Ordinary Shares beneficially owned by it due to its
ownership and control of MGAM and the MGAM Managers.
(ii) MGAM does not have the sole power to dispose of or direct the
disposition of any Ordinary Shares, nor does MGAM have the sole power to vote
or direct the vote of any Ordinary Shares.
MGAM may be deemed to have shared power with DBAG, the MGAM Managers
and the holders of the relevant discretionary asset management accounts to
dispose of or direct the disposition of 621,333 Ordinary Shares and to vote or
direct the vote of 514,692 Ordinary Shares beneficially owned by it due to its
ownership and control of the MGAM Managers.
(iii) MGIM does not have the sole power to dispose of or direct the
disposition of any Ordinary Shares, nor does MGIM have the sole power to vote
or direct the vote of any Ordinary Shares.
MGIM may be deemed to have shared power with DBAG, MGAM and the
holders of the relevant discretionary asset management accounts to dispose of
or direct the disposition of 534,465 Ordinary Shares and to vote or direct the
vote of 444,280 Ordinary Shares.
In compliance with Item 5(b), the applicable information required by
Item 2 is provided below for each of the MGAM Managers (other than MGIM for
which the applicable information required by Item 2 is provided in Item 2
above) with whom MGAM and DBAG may be deemed to share the power to dispose of
or direct the disposition of 621,333 Ordinary Shares and to vote or direct the
vote of 514,692 Ordinary Shares.
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.
During the last five years, neither MGIS nor MGIFM 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. 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.
<PAGE>
(iii) During the past sixty days, MGIM acquired or disposed of
beneficial ownership of Ordinary Shares as a result of market transactions
carried out by MGIM. 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 Genset.
ITEM 7. Material to be filed as Exhibits:
Exhibit No. Description
1 Consent of Morgan Grenfell Asset Management Limited
2 Consent of Morgan Grenfell Investment Management Limited
<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: July 31, 1997
DEUTSCHE BANK AG
By: /s/ Dieter Eisele
--------------------------
Name: Dr. Dieter Eisele
Title: 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>
Present Principal
Name and Citizenship Business Address Occupation or Employment
<S> <C> <C>
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>
Present Principal Occupation or
Name and Citizenship Business Address Employment
<S> <C> <C>
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
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
David T. Cumming Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors,
20 Finsbury Circus Morgan Grenfell Asset
London, England Management Limited
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
<PAGE>
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 Managing
British 23 Great Winchester Street Directors, Morgan Grenfell Asset
London, England 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 Management
60325 Frankfurt 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
Charles J.M. Franklin 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
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
British Management (Asia) Ltd of Managing
20 Raffles Place Directors, Morgan
#25-08 Ocean Towers Grenfell Asset
Singapore 0104 Management Limited
<PAGE>
Martin A. Hall Morgan Grenfell Capital Member of the Board of Managing
British Management Incorporated Directors, Morgan Grenfell Asset
1435 Walnut Street Management Limited
4th Floor
Philadelphia, PA 19102, USA
Gerald V. Hough 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
Julian R. Johnston Morgan Grenfell Asset Member of the Board of Managing
American/French Management Limited Directors, Morgan Grenfell Asset
20 Finsbury Circus Management Limited
London, England
EC2M 1NB
Ian D. Kelson 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
Peter Lees Morgan Grenfell Asset Member of the Board
British Management Limited of Managing
20 Finsbury Circus Directors, Morgan
London, England Grenfell Asset
EC2M 1NB Management Limited
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 Martyn- Morgan Grenfell Asset Member of the Board
Hemphill Management Limited of Managing Directors, Morgan
British 20 Finsbury Circus Grenfell Asset Management Limited
London, England
EC2M 1NB
P. McNaughton Morgan Grenfell Asset Member of the Board
Irish Management (Ireland) Limited of Managing Directors, Morgan
Georges Dock House Grenfell Asset Management Limited
International Financial Centre
1 Dublin
Ireland
William G. Michie Morgan Grenfell Asset Member of the Board of Managing
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 fur
60323 Frankfurt 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
<PAGE>
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 Management Limited Member of the Board
British 20 Finsbury Circus of Managing Directors, Morgan
London, England Grenfell Asset Management Limited
EC2M 1NB
Christopher M. Phillips Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors,
20 Finsbury Circus Morgan Grenfell Asset Management
London, England Limited
EC2M 1NB
James A.J. Pulsford Deutsche Morgan Grenfell Member of the Board of Managing
British Asset Management (Japan) Directors, Morgan Grenfell Asset
Ltd, 19th Floor, Akasaka Park Building, 5-2-20 Management Limited
Akasaka, Minato-Ku, Tokyo 107
Diane Seymour-Williams Morgan Grenfell Asset Management Limited Member of the Board of Managing
British 20 Finsbury Circus Directors, Morgan Grenfell Asset
London, England Management Limited
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
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>
III. MGIM
Each person named below is a director or executive officer of MGIM,
whose principal business is described above in Item 2.
<TABLE>
Present Principal Occupation or
Name and Citizenship Business Address Employment
<S> <C> <C>
Stephen W. Barrow Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England EC2M 1NB
Paul C. Berriman Morgan Grenfell Investment Management Limited Member of the Board of Managing
British 20 Finsbury Circus Directors, Morgan Grenfell
London Investment Management Limited
England
EC2M 1NB
Mark A. Burgess Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
William J. Chard Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
Shaun A. Coleman Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
Alastair N. Cuming Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
Charles J.C. Ekins Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
Nicholas P. Evans Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
<PAGE>
Steven J. Evans Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
Peter N.S. Hanbury Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
Oliver R.C. Larminie Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
Alistair D. Morrison Morgan Grenfell Investment Member of the Board of Managing
Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
John A. Murphy Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
Simon D. Peck Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
Nigel L. Ridge Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
Jane A. Simmons Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
Karl S. Sternberg Morgan Grenfell Investment Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Investment Management Limited
London
England
EC2M 1NB
<PAGE>
Davina Walter Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Asset Management Limited
London
England
EC2M 1NB
Rufus A.D. Warner Morgan Grenfell Asset Member of the Board of Managing
British Management Limited Directors, Morgan Grenfell
20 Finsbury Circus Asset Management Limited
London
England
EC2M 1NB
</TABLE>
The following members of the Board of Managing Directors of Morgan Grenfell
Investment Management Limited are also members of the Board of Managing
Directors of Morgan Grenfell Asset Management Limited and their citizenships,
business addresses and present principal occupations or employments are set
forth in Part II of this Schedule A.
Neil R. Dunford
Anthony J. Creighton
Richard M. Curling
Charles Z. Curtis
Roger J. Curtis
Susanna F. Davies
William P. Dwerryhouse
Charles J.M. Franklin
Adrian C. Frost
James C.W. Goulding
Gerald V. Hough
Peter R. Lees
The Hon. Charles A. Martyn-Hemphill
William G.G. Michie
Stuart W. Mitchell
Roger P. Morris
Christopher M. Phillips
Anthony Wilkinson
Hitoshi Yamamoto
<PAGE>
<TABLE>
SCHEDULE B
Following are the transactions in Ordinary Shares effected by MGIM and the other MGAM Managers in the past 60 days.
DATE CUSTOMER PURCHASE/SALE NO. SHARES PRICE (USD)
TRADES BY DISCRETIONARY FUND MANAGED CLIENTS OF MORGAN GRENFELL INTERNATIONAL FUNDS MANAGEMENT LIMITED
<S> <C> <C> <C> <C>
06/06/97 Morgan Grenfell International Funds Management Purchase 2,113 17.50
Limited
09/06/97 Morgan Grenfell International Funds Management Purchase 2,367 17.63
Limited
16/06/97 Morgan Grenfell International Funds Management Termination of Client -40,000
Limited A/c
25/06/97 Morgan Grenfell International Funds Management Purchase 1,200 19.69
Limited
25/06/97 Morgan Grenfell International Funds Management Purchase 6,900 19.69
Limited
30/06/97 Morgan Grenfell International Funds Management Purchase 680 19.63
Limited
30/06/97 Morgan Grenfell International Funds Management Purchase 4,090 19.63
Limited
02/07/97 Morgan Grenfell International Funds Management Purchase 710 19.63
Limited
02/07/97 Morgan Grenfell International Funds Management Purchase 3690 19.63
Limited
02/07/97 Morgan Grenfell International Funds Management Purchase 560 19.50
Limited
12/06/97 Morgan Grenfell International Funds Management Termination of Client -9,000
Limited A/c
TRADES BY DISCRETIONARY FUND MANAGED CLIENTS OF MORGAN GRENFELL INVESTMENT MANAGEMENT LIMITED
02/06/97 Morgan Grenfell Investment Management Limited Purchase 970 290.73
12/05/97 Morgan Grenfell Investment Management Limited Purchase 1,400 17.38
12/05/97 Morgan Grenfell Investment Management Limited Purchase 6,780 17.38
12/05/97 Morgan Grenfell Investment Management Limited Purchase 450 17.38
12/05/97 Morgan Grenfell Investment Management Limited Purchase 375 17.38
20/05/97 Morgan Grenfell Investment Management Limited Purchase 1,910 17.80
27/05/97 Morgan Grenfell Investment Management Limited Purchase 2,000 17.63
28/05/97 Morgan Grenfell Investment Management Limited Purchase 1,920 17.68
29/05/97 Morgan Grenfell Investment Management Limited Purchase 2,929 17.80
06/06/97 Morgan Grenfell Investment Management Limited Purchase 5,387 17.50
09/06/97 Morgan Grenfell Investment Management Limited Purchase 6,033 17.63
11/06/97 Morgan Grenfell Investment Management Limited Purchase 8,000 20.27
16/06/97 Morgan Grenfell Investment Management Limited Purchase 1,025 20.75
23/06/97 Morgan Grenfell Investment Management Limited Purchase 36,600 19.88
24/06/97 Morgan Grenfell Investment Management Limited Purchase 6,500 19.88
24/06/97 Morgan Grenfell Investment Management Limited Sale -14,000 19.12
24/06/97 Morgan Grenfell Investment Management Limited Purchase 9,241 20.00
26/06/97 Morgan Grenfell Investment Management Limited Purchase 840 19.92
02/07/97 Morgan Grenfell Investment Management Limited Purchase 1,151 19.51
02/07/97 Morgan Grenfell Investment Management Limited Purchase 554 19.50
02/07/97 Morgan Grenfell Investment Management Limited Purchase 695 19.50
02/07/97 Morgan Grenfell Investment Management Limited Purchase 1,400 19.50
02/07/97 Morgan Grenfell Investment Management Limited Purchase 1,005 19.50
03/07/97 Morgan Grenfell Investment Management Limited Sale -2,000 19.12
TRADES BY DISCRETIONARY FUND MANAGED CLIENTS OF MORGAN GRENFELL INVESTMENT SERVICES LIMITED
14/05/97 Morgan Grenfell Investment Services Limited Sale -32,360 17.14
24/06/97 Morgan Grenfell Investment Services Limited Purchase 5,159 20.00
25/06/97 Morgan Grenfell Investment Services Limited Purchase 3,100 19.69
<PAGE>
25/06/97 Morgan Grenfell Investment Services Limited Purchase 13,700 19.69
25/06/97 Morgan Grenfell Investment Services Limited Purchase 8,000 19.69
25/06/97 Morgan Grenfell Investment Services Limited Purchase 7,100 19.69
25/06/97 Morgan Grenfell Investment Services Limited Purchase 900 19.69
25/06/97 Morgan Grenfell Investment Services Limited Purchase 9,100 19.69
30/06/97 Morgan Grenfell Investment Services Limited Purchase 1,900 19.63
30/06/97 Morgan Grenfell Investment Services Limited Purchase 8,290 19.63
30/06/97 Morgan Grenfell Investment Services Limited Purchase 4,770 19.63
30/06/97 Morgan Grenfell Investment Services Limited Purchase 4,280 19.63
30/06/97 Morgan Grenfell Investment Services Limited Purchase 540 19.63
30/06/97 Morgan Grenfell Investment Services Limited Purchase 5,450 19.63
02/07/97 Morgan Grenfell Investment Services Limited Purchase 1,710 19.63
02/07/97 Morgan Grenfell Investment Services Limited Purchase 225 19.50
02/07/97 Morgan Grenfell Investment Services Limited Purchase 7,470 19.63
02/07/97 Morgan Grenfell Investment Services Limited Purchase 1,141 19.50
02/07/97 Morgan Grenfell Investment Services Limited Purchase 650 19.50
02/07/97 Morgan Grenfell Investment Services Limited Purchase 4,300 19.63
02/07/97 Morgan Grenfell Investment Services Limited Purchase 3,860 19.63
02/07/97 Morgan Grenfell Investment Services Limited Purchase 590 19.50
02/07/97 Morgan Grenfell Investment Services Limited Purchase 560 19.63
02/07/97 Morgan Grenfell Investment Services Limited Purchase 4,900 19.63
02/07/97 Morgan Grenfell Investment Services Limited Purchase 750 19.50
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
1 Consent of Morgan Grenfell Asset Management
Limited
2 Consent of Morgan Grenfell Investment 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, Morgan Grenfell Asset Management Limited and Morgan Grenfell
Investment Management Limited pursuant to Rule 13d-1(f)(1) of the Securities
Exchange Act of 1934.
Dated: July 31, 1997
MORGAN GRENFELL ASSET MANAGEMENT
LIMITED
By: /s/ R.C. Blin
-----------------------------
Name: R.C. Blin
Title: Compliance Director
<PAGE>
EXHIBIT 2
Consent of Morgan Grenfell Investment Management Limited
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, Morgan Grenfell Asset Management Limited and Morgan Grenfell
Investment Management Limited, pursuant to Rule 13d-1(f)(1) of the Securities
Exchange Act of 1934.
Dated: July 31, 1997
MORGAN GRENFELL INVESTMENT
MANAGEMENT LIMITED
By: /s/ R.C. Blin
------------------------------
Name: R.C. Blin
Title: Compliance Director
