UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13G/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934
E.on AG
-------------------------------------------
(Name of issuer)
Ordinary Shares
-------------------------------------------
(Title of class of securities)
268780103
-------------------------------------------
(CUSIP number)
December 31, 2001
-------------------------------------------
(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)
--------------------------------- ----------------------------
CUSIP No. 268780103 13G/A Page 2 of 7 Pages
--------------------------------- ----------------------------
-------- -----------------------------------------------------------------------
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 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
---------------------------- ------ --------------------------------------------
NUMBER OF SHARES 5 SOLE VOTING POWER
4,569,988
------ --------------------------------------------
BENEFICIALLY OWNED BY SHARED VOTING POWER
6 16,589,820
------ --------------------------------------------
EACH REPORTING SOLE DISPOSITIVE POWER
7 4,569,988
------ --------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 28,131,590
-------- -----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,701,578
-------- -----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES / /
-------- -----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.3%
-------- -----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
HC, BK, CO
-------- -----------------------------------------------------------------------
Item 1(a). Name of Issuer:
E.on 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"). This Schedule 13G/A is filed pursuant to Rule 13d-2(b).
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);
-3-
(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.
-4-
(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.
If this statement is being filed to report the fact that as of the
date hereof the reporting persons have ceased to be the beneficial owners of
more than five percent of the class of securities check the following [x].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Except for the Ordinary Shares over which the Reporting Person
exercises sole disposition or voting control, 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
acquired the Ordinary Shares included in the figures on the cover pages:
Deutsche Asset Management Europe GmbH, DWS Investment GmbH; Deutsche
Vermogensbildungsgesellschaft mbh; DWS (Austria) Investmentgesellschaft mbh;
Deutsche Asset Management Group Limited; Deutsche Asset Management Limited;
Deutsche Asset Management (International) Limited; Deutsche Asset Management
Investment Services Limited; Deutsche Asset Management Life & Pensions Limited;
Deutsche Investment Trust Managers Limited; Nissay Deutsche Asset Management
Europe; Tokai Deutsche Asset Management Limited; Deutsche Bank Lubeck AG Vormals
Handelsbank; Deutsche Bank Trust AG; Deutsche Asset Management Italy S.p.A.;
Deutsche Asset Management Investment GmbH; Morgan Grenfell & Co. Limited,
London; Deutsche Asset Management (Japan) Limited; DB (Suisse) S.A., Geneva; DB
Luxembourg S.A.; Deutsche Bank S.A./N.V.; and Deutsche Trust Bank Ltd.
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.
-5-
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 14, 2002
DEUTSCHE BANK AG
By: /s/ Jeffrey A. Ruiz
--------------------------------------
Name: Jeffrey A. Ruiz
Title: Vice President
By: /s/ Margaret M. Adams
--------------------------------------
Name: Margaret M. Adams
Title: Director