UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
ResMed Inc.
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(Name of issuer)
Common Stock
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(Title of class of securities)
761152107
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(CUSIP number)
December 31, 2001
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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. 761152107 13G/A Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deutsche Bank AG
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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
------ ------------------------------------------
BENEFICIALLY OWNED BY SHARED VOTING POWER
6 3,427,753
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EACH REPORTING SOLE DISPOSITIVE POWER
7 0
------ ------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 3,427,753
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,427,753*
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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)
10.7%**
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12 TYPE OF REPORTING PERSON
HC, BK, CO
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* Included in this figure are the securities reported by Deutsche Asset
Management (Australia) Ltd. on the following cover page. Also included in this
figure are 2,503,841 CHESS Depository Interests held by Deutsche Asset
Management Limited, Deutsche Securities Australian Limited and Deutsche Asset
Management Life & Pensions Ltd. which, when converted, total 250,383 shares of
Common Stock.
** Included in this percentage is the percentage of securities reported by
Deutsche Asset Management (Australia) Ltd. on the following cover page. Also
included in this percentage is the percentage of securities representing
convertible CHESS Depository Interests held by Deutsche Asset Management
Limited.
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CUSIP No. 761152107 13G Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Deutsche Asset Management (Australia) Ltd.
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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
Australia
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NUMBER OF SHARES 5 SOLE VOTING POWER
0
------- -----------------------------------------
BENEFICIALLY OWNED BY SHARED VOTING POWER
6 2,181,315
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EACH REPORTING SOLE DISPOSITIVE POWER
7 0
------- -----------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER
8 2,181,315
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,181,315*
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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)
6.8%**
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12 TYPE OF REPORTING PERSON
CO
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* Deutsche Asset Management (Australia) Ltd. holds 21,813,150 CHESS
Depository Interests which are convertible into the number of shares of Common
Stock reported in item 9.
** Included in this percentage is the percentage of securities representing
convertible CHESS Depository Interests held by Deutsche Asset Management
(Australia) Ltd.
Item 1(a). Name of Issuer:
ResMed Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the Issuer's principal executive offices is 10121
Carroll Canyon Road, San Diego, CA 92131-1109. This Schedule 13G/A is being
filed pursuant to Rule 13d-2(b).
Item 2(a). Name of Person Filing:
This statement is filed on behalf of Deutsche Bank AG ("DBAG")
and Deutsche Asset Management (Australia) Ltd. ("DAMAL" together with DBAG, the
"Reporting Persons").
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal place of business of DBAG is Taunusanlage 12,
D-60325, Frankfurt am Main, Federal Republic of Germany.
The principal place of business of DAMAL is 83 Clarence Street,
Sydney NSW, 2000, Australia.
Item 2(c). Citizenship:
The citizenship of each of the Reporting Persons is set forth
on the applicable cover page.
Item 2(d). Title of Class of Securities:
The title of the securities is Common Stock
(the "Common Stock").
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on each
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);
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(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:
Each of the Reporting Persons owns the amount of the
Common Stock as set forth on the applicable cover page.
(b) Percent of class:
Each of the Reporting Persons owns the percentage of
the Common Stock as set forth on the applicable cover page.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Each of the Reporting Persons has the sole
power to vote or direct the vote of the Common Stock as
set forth on the applicable cover page.
(ii) shared power to vote or to direct the vote:
Each of the Reporting Persons has the shared
power to vote or direct the vote of the Common Stock as
set forth on the applicable cover page.
(iii) sole power to dispose or to direct the
disposition of:
Each of the Reporting Persons has the sole power to
dispose or direct the disposition of the Common Stock as
set forth on the applicable cover page.
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(iv) shared power to dispose or to direct the
disposition of:
Each of the Reporting Persons has the shared power
to dispose or direct the disposition of the Common Stock
as set forth on the applicable 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 Persons or their
subsidiaries have the ultimate right to any dividends from the Common Stock and
the proceeds from the sale of the Common Stock.
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 DBAG which acquired Common
Stock or CHESS Depositary Receipts convertible into Common Stock reported
herein: Deutsche Asset Management (Australia) Ltd., Deutsche Securities
Australia Limited, Deutsche Asset Management Group Limited, Deutsche Asset
Management Limited, Deutsche Asset Management Investment Services Limited and
Deutsche Asset Management Life & Pensions 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.
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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: February 12, 2002
DEUTSCHE BANK AG
By: /s/ Jeffrey A. Ruiz
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Name: Jeffrey A. Ruiz
Title: Vice President
By: /s/ Margaret M. Adams
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Name: Margaret M. Adams
Title: Director
EXHIBIT 1
Consent of Deutsche Asset Management (Australia) Limited
The undersigned agrees that the Schedule 13G/A executed by
Deutsche Bank AG to which this statement is attached as an exhibit is filed on
behalf of Deutsche Bank AG and Deutsche Asset Management (Australia) Ltd.
pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934.
Dated: February 14, 2002
DEUTSCHE ASSET MANAGEMENT
(AUSTRALIA) LTD.
By: /s/ Ian Thompson
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Name: Ian Thompson
Title: Company Secretary