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
Veritas DGC Inc.
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(Name of issuer)
Common Stock
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(Title of class of securities)
92343P107
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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. 92343P107 13G Page 2 of 6 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
BENEFICIALLY OWNED 10,000
BY EACH REPORTING ------ --------------------------------------------
PERSON WITH SHARED VOTING POWER
6 2,029,200
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SOLE DISPOSITIVE POWER
7 10,000
------ --------------------------------------------
SHARED DISPOSITIVE POWER
8 1,936,366
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,039,200
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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)
6.3%
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12 TYPE OF REPORTING PERSON
HC, BK, CO
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Item 1(a). Name of Issuer:
Veritas DGC Inc. (the "Issuer")
Item 1(b). Address of Issuer's Principal Executive Offices:
The address of the Issuer's principal executive office is
10300 Town Park, Houston, Texas, 77072.
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 common stock (the "Common
Stock").
Item 2(e). CUSIP Number:
The CUSIP number of the Common Stock is set forth on the
applicable 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);
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(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 Common Stock
set forth on the cover page.
(b) Percent of class:
The Reporting Person owns the percentage of the Common
Stock 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 Common Stock 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 Common Stock 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 Common Stock 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 Common Stock set forth on the
cover page.
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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 subsidiaries listed in
item 7 below have the ultimate right to any dividends from Common Stock and the
proceeds from the sale of 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 the subsidiaries of the Reporting Person
which acquired Common Stock included in the figures on the cover pages: Morgan
Grenfell & Co. Limited, London, Deutsche Asset Management Group Limited,
Deutsche Asset Management Limited, Deutsche Asset Management (International)
Limited, Deutsche Asset Management Investment Services Limited.
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 14, 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
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