DEUTSCHE BANK AG\
SC 13G, 2000-02-22
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  SCHEDULE 13G

                               (Amendment No. __)

                    Under the Securities Exchange Act of 1934

                               British Energy plc
                        --------------------------------
                                (Name of issuer)

                                 Ordinary Shares
                        --------------------------------
                         (Title of class of securities)

                                    110793304
                        --------------------------------
                                 (CUSIP number)

                                February 11, 2000
                        --------------------------------
             (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)



<PAGE>


- ---------------------------------             ----------------------------------
CUSIP No. 110793304                   13G         Page 2 of 6 Pages
- ---------------------------------             ----------------------------------



- -------- -----------------------------------------------------------------------
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                 ------ --------------------------------------------
OWNED BY                            SHARED VOTING POWER
EACH                         6      28,691,827
REPORTING                    ------ --------------------------------------------
PERSON WITH                         SOLE DISPOSITIVE POWER
                             7      0
                             ------ --------------------------------------------
                                    SHARED DISPOSITIVE POWER
                             8      31,686,030
- -------- -----------------------------------------------------------------------
 9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         31,686,030
- -------- -----------------------------------------------------------------------
10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES                                                    [_]
- -------- -----------------------------------------------------------------------
11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         5.1%
- -------- -----------------------------------------------------------------------
12       TYPE OF REPORTING PERSON

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


<PAGE>


Item 1(a).        Name of Issuer:

                  British Energy plc. (the "Issuer")

Item 1(b).        Address of Issuer's Principal Executive Offices:

                  The address of the Issuer's principal  executive offices is 10
Lochside Place, Edinburgh, EH12 9DF, United Kingdom.

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 Asset  Management  Limited,  Deutsche Asset
Management   (International)  Limited,   Deutsche  Asset  Management  Investment
Services  Limited,   Deutsche   Investment  Trust  Managers  Limited,   Deutsche
Vermogensbildungsgesellschaft      mbH,      Deutsche      Asset      Management
Investmentgesellschaft   mbH,  Deutsche  Asset  Management  International  GmbH,
Deutsche  Bank  AG  London,  Morgan  Grenfell  &  Co.  Limited,  Bankers  Trust
International plc., London and Deutsche Bank International Ltd., Jersey.

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:  February 21, 2000



                                          DEUTSCHE BANK AG



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



                                          By:/s/ Rainer Grimberg
                                             -----------------------------------
                                             Name:   Dr. Rainer Grimberg
                                             Title:  Vice President




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