<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Doncasters plc
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(Name of Issuer)
Ordinary Shares
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(Title of Class of Securities)
257692103
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(CUSIP Number)
November 30, 1999 - Filing pursuant to Rule 13d-1(b)(2)
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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:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
CUSIP NO. 257692103
<TABLE>
<S> <C>
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1. |NAMES OF REPORTING PERSONS.
|I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
|Boston Partners Asset Management, L.P.
|
-------|----------------------------------------------------------------------------
2. |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| (a) [ ]
| (b) [ ]
|Not applicable
|
-------|----------------------------------------------------------------------------
3. |SEC USE ONLY
|
|
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4. |CITIZENSHIP OR PLACE OF ORGANIZATION
|
|Delaware
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| 5. |SOLE VOTING POWER
| |
NUMBER OF | |-0- shares
SHARES |-----|-------------------------------------------------------------
BENEFICIALLY | 6. |SHARED VOTING POWER
OWNED BY | |
EACH | |1,243,200 American Depository Shares ("ADRs")
REPORTING | |representing 2,486,400 Ordinary Shares
PERSON |-----|-------------------------------------------------------------
WITH: | 7. |SOLE DISPOSITIVE POWER
| |
| |-0- shares
|-----|-------------------------------------------------------------
| 8. |SHARED DISPOSITIVE POWER
| |
| |1,243,200 ADRs representing 2,486,400 Ordinary Shares
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9. |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|1,243,200 ADRs representing 2,486,400 Ordinary shares
|
-------|----------------------------------------------------------------------------
10. |CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|(SEE INSTRUCTIONS)
|
|Not applicable
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11. |PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|14.1 %
|
-------|----------------------------------------------------------------------------
12. |TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|IA
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</TABLE>
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CUSIP NO. 257692103
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
1. |NAMES OF REPORTING PERSONS.
|I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
|Boston Partners, Inc.
|
-------|----------------------------------------------------------------------------
2. |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| (a) [ ]
| (b) [ ]
|Not applicable
|
-------|----------------------------------------------------------------------------
3. |SEC USE ONLY
|
|
-------|----------------------------------------------------------------------------
4. |CITIZENSHIP OR PLACE OF ORGANIZATION
|
|Delaware
|
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| 5. |SOLE VOTING POWER
| |
| |-0- shares
NUMBER OF | |
SHARES |-----|-------------------------------------------------------------
BENEFICIALLY | 6. |SHARED VOTING POWER
OWNED BY | |
EACH | |1,243,200 ADRs representing 2,486,400 Ordinary Shares
REPORTING |-----|-------------------------------------------------------------
PERSON | 7. |SOLE DISPOSITIVE POWER
WITH: | |
| |-0- shares
|-----|-------------------------------------------------------------
| 8. |SHARED DISPOSITIVE POWER
| |
| |1,243,200 ADRs representing 2,486,400 Ordinary Shares
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9. |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|1,243,200 ADRs representing 2,486,400 Ordinary Shares
|
-------|----------------------------------------------------------------------------
10. |CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|(SEE INSTRUCTIONS)
|
|Not applicable
|
-------|----------------------------------------------------------------------------
11. |PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|14.1 %
|
-------|----------------------------------------------------------------------------
12. |TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|CO
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</TABLE>
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CUSIP NO. 257692103
<TABLE>
<S> <C>
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1. |NAMES OF REPORTING PERSONS.
|I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
|Desmond John Heathwood
-------|----------------------------------------------------------------------------
2. |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| (a) [ ]
| (b) [ ]
|Not applicable
-------|----------------------------------------------------------------------------
3. |SEC USE ONLY
|
|
-------|----------------------------------------------------------------------------
|
|CITIZENSHIP OR PLACE OF ORGANIZATION
|
4. |United States
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| 5. |SOLE VOTING POWER
| |
NUMBER OF | |-0- shares
SHARES |-----|-------------------------------------------------------------
BENEFICIALLY | 6. |SHARED VOTING POWER
OWNED BY | |
EACH | |1,243,200 ADRs representing 2,486,400 Ordinary Shares
REPORTING |-----|-------------------------------------------------------------
PERSON | 7. |SOLE DISPOSITIVE POWER
WITH: | |
| |-0- shares
|-----|-------------------------------------------------------------
| 8. |SHARED DISPOSITIVE POWER
| |
| |1,243,200 ADRs representing 2,486,400 Ordinary Shares
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9. |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|1,243,200 ADRs representing 2,486,400 Ordinary Shares
|
-------|----------------------------------------------------------------------------
10. |CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|(SEE INSTRUCTIONS)
|
|Not applicable
|
-------|----------------------------------------------------------------------------
11. |PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|14.1 %
|
-------|----------------------------------------------------------------------------
12. |TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|IN
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</TABLE>
<PAGE> 5
Item 1. (a) Name of Issuer:
Doncasters plc (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
28-30 Derby Road, Melbourne, Derbyshire DE73 1FE,
England
Item 2. (a) Name of Person Filing:
Boston Partners Asset Management, L.P. ("BPAM"),
Boston Partners, Inc. ("Boston Partners"), and
Desmond John Heathwood. BPAM, Boston Partners, and
Mr. Heathwood are sometimes referred to collectively
herewith as the "Reporting Persons."
(b) Address of Principal Business Office or, if none,
Residence:
The address of the principal business office of
BPAM, Boston Partners, and Mr. Heathwood is 28 State
Street, 20th Floor, Boston, MA 02109.
(c) Citizenship:
BPAM is a Delaware limited partnership. Boston
Partners is a Delaware corporation. Mr. Heathwood
is a United States citizen.
(d) Title of Class of Securities:
Ordinary Shares
(e) CUSIP Number:
The cusip number of the Issuer's ADRs, each
representing two Ordinary Shares is 257692103.
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 778o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E).
(f) [ ] an employee benefit plan or endowment fund in
accordance with Section 240.13d-1
(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1
(b)(1)(ii)(G).
(h) [ ] A savings association as defined in section
3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813).
(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 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
<PAGE> 6
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount beneficially owned: Each of the Reporting
Persons may be deemed to own beneficially 1,243,200
ADRs representing 2,486,400 Ordinary Shares at
November 30, 2000. BPAM owns of record 1,243,200
ADRs representing 2,486,400 Ordinary Shares. As
sole general partner of BPAM, Boston Partners may be
deemed to own beneficially all of the shares of
Ordinary Stock that BPAM may be deemed to own
beneficially. As principal stockholder of Boston
Partners, Mr. Heathwood may be deemed to own
beneficially all of the Ordinary Stock that Boston
Partners may be deemed to own beneficially.
Therefore, each of the Reporting Persons may be
deemed to own beneficially 1,243,200 ADRs
representing 2,486,400 Ordinary Shares of the
Issuer.
(b) Percentage of class: 14.1 % for all Reporting
Persons.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 shares for all Reporting Persons.
(ii) Shared power to vote or to direct the vote:
1,243,200 ADRs representing 2,486,400
Ordinary Shares for all Reporting Persons.
(iii) Sole power to dispose or to direct the
disposition of: 0 shares for all Reporting
Persons.
(iv) Shared power to dispose or to direct the
disposition of: 1,243,200 ADRs
representing 2,486,400 Ordinary Shares for
all Reporting Persons.
Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
Section 240.13d-3(d)(1).
Pursuant to Rule 13d-4, each of Boston Partners and Mr.
Heathwood expressly disclaims beneficial ownership of the
ADRs or the Ordinary Shares of the Issuer.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Instruction: Dissolution of a group requires a response to
this item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and,
if such interest relates to more than
<PAGE> 7
five percent of the class, such person should be identified.
A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or
endowment fund is not required.
BPAM holds all of the above 1,243,200 ADRs representing
2,486,400 Ordinary Shares under management for its clients,
who have the right to direct the receipt of dividends, to
receive dividends from such shares and to receive the
proceeds from the sale of such shares. None of these clients
holds more than five percent of the Ordinary Shares of the
Issuer.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
If a parent holding company has filed this schedule, pursuant
to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule
13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and
attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has
filed this schedule pursuant to Section 240.13d-1(c) or
Section 240.13d-1(d), attach an exhibit stating the identity
of each member of the group.
Not applicable. BPAM, Boston Partners and Mr. Heathwood
expressly disclaim membership in a "group" as defined in Rule
13d-5(b)(1).
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all
further filings with respect to transactions in the security
reported on will be filed, if required, by members of the
group, in their individual capacity. See Item 5.
Not applicable.
Item 10. Certification.
By signing below we certify that, to the best of our
knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and
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> 8
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct. We also hereby agree to file this statement jointly pursuant to
the agreement set forth as Exhibit 1 hereto.
Dated: December 6, 2000
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: Boston Partners, Inc.,
its general partner
By: /s/ William J. Kelly
--------------------
William J. Kelly
Treasurer and Senior Vice President
BOSTON PARTNERS, INC.
By: /s/ William J. Kelly
--------------------
William J. Kelly
Treasurer and Senior Vice President
/s/ Desmond John Heathwood
--------------------------
Desmond John Heathwood
<PAGE> 9
Exhibit 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the
ownership by each of the undersigned of the ADRs representing the Ordinary
Shares of Doncasters plc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
EXECUTED this 6th day of December, 2000.
BOSTON PARTNERS ASSET MANAGEMENT, L.P.
By: Boston Partners, Inc.
its general partner
By: /s/ William J. Kelly
--------------------
William J. Kelly
Treasurer and Senior Vice President
BOSTON PARTNERS, INC.
By: /s/ William J. Kelly
--------------------
William J. Kelly
Treasurer and Senior Vice President
/s/ Desmond John Heathwood
--------------------------
Desmond John Heathwood
