UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Amendment No. __)
Under the Securities Exchange Act of 1934
Veba AG
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(Name of issuer)
Ordinary Shares
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(Title of class of securities)
92239H102
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(CUSIP number)
April 25, 2000
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(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)
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CUSIP No. 92239H102 13G
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deutsche Bank A.G.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [a] [ ]
[b] [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
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NUMBER OF SHARES 5 SOLE VOTING POWER
0
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BENEFICIALLY OWNED BY SHARED VOTING POWER
6 36,322,589
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EACH REPORTING SOLE DISPOSITIVE POWER
7 0
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PERSON WITH SHARED DISPOSITIVE POWER
8 36,322,589
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,322,589
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%
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12 TYPE OF REPORTING PERSON
HC, BK, CO
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Item 1(a). Name of Issuer:
Veba AG (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the Issuer's principal executive offices is
Bennigsen-Platz 1, 40474 Duesseldorf, Nordrhein-Westfalen, Federal Republic of
Germany.
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 Shares (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: Deutsche Asset
Management Group Limited, Deutsche Fonds Holding GmbH, Deutsche Gesellschaft fur
Wertpapiersparen mbH, Deutsche Vermogensbildungsgesellschaft mbh, DWS Investment
Management S.A. Luxemburg, Deutsche Asset Management Investmentgesellschaft
GmbH, Deutsche Asset Management International GmbH, Deutscher Herold
Lebensversicherungs AG der Deutschen Bank, Deutsche Trust Bank Ltd., Morgan
Grenfell & Co. Ltd., and Deutsche Bank AG 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.
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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 5, 2000
DEUTSCHE BANK AG
By: /s/ Christoph Kirschhofer
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Name: Christoph Kirschhofer
Title: Director
By: /s/ Dr. Rainer Grimberg
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Name: Dr. Rainer Grimberg
Title: Director
