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Securities and Exchange Commission
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Scudder Spain and Portugal Fund, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
811198100
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(CUSIP Number)
Gregory L. Melville
Bankgesellschaft Berlin AG
Alexanderplatz 2
D-10178 Berlin
Germany
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 22, 1997
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Page 1 of 15 Pages
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13D
CUSIP NO.: 811198100 PAGE 2 OF 15 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. ID NO. OF ABOVE PERSON
Bankgesellschaft Berlin 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. SOURCE OF FUNDS WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany
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NUMBER OF 7. SOLE VOTING POWER 337,750
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 337,750
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 337,750
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
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14. TYPE OF REPORTING PERSON BK
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock, par value $.01
per share (the "Common Stock"), of Scudder Spain and Portugal Fund, Inc. (the
"Fund"), a corporation organized under the laws of the State of Maryland and
registered as an investment company under the Investment Company Act of 1940,
as amended (the "Investment Company Act"). The principal executive offices of
the Fund are located at 345 Park Avenue, New York, New York 10154.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is being filed by Bankgesellschaft Berlin AG
(the "Bank"), a corporation formed under the laws of the Federal Republic of
Germany. The Bank is a West German banking organization whose principal offices
are located at Alexanderplatz 2, 10178 Berlin, Germany. The name, business
address and principal occupation of each director and executive officer of the
Bank are set forth on Annex A hereto, which is incorporated by reference. Annex
A also sets forth the name, address, jurisdiction of incorporation and
principal business of each shareholder of the Bank who may be deemed to be in
control of the Bank. All information in this Schedule 13D with respect to the
persons listed on Annex A is given to the knowledge of the Bank.
(d) During the past five years, neither the Bank nor any of the persons
listed on Annex A has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, neither the Bank nor any of the persons
listed on Annex A has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(f) All of the individuals listed in Annex A are citizens of the Federal
Republic of Germany, except Yves Dermeaux, who is a citizen of Belgium, David
Clark and Zoe Shaw, who are citizens of Great Britain, and Dr. Erik Blahut, who
is a citizen of the Republic of Austria.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of the funds used by the Bank to purchase shares of Common
Stock listed in Item 5(a) was working capital. The amount of the funds used to
purchase such shares aggregated approximately $4,301,638 (exclusive of
commissions).
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock held by the Bank were acquired for the purpose
of
Page 3 of 15 Pages
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investment. Depending upon the Fund's business and prospects, and upon future
developments, the Bank may from time to time purchase additional shares of
Common Stock, dispose of all or a portion of the shares of Common Stock it
holds, or cease buying or selling shares of Common Stock. Factors that may
influence the Bank's decision to purchase additional shares or to sell all or a
portion of its holdings include, but are not limited to, the level of discount
from net asset value ("NAV"), the performance of the shares in the market, the
availability of funds, alternative uses of funds, stock and money market
conditions, and general economic conditions. Any additional purchases or sales
of the shares may be in the open market, in privately-negotiated transactions,
or otherwise.
The recent level of the discount from NAV at which the shares of Common
Stock have traded has been a significant factor in the Bank's decision to
purchase shares. With a view to maximizing the return on its investment in the
shares of Common Stock, the Bank is considering possible actions that it could
take if the discount from NAV remains at current levels. Such actions include,
but are not limited to, urging the board of the Fund to initiate the process of
open-ending the Fund, urging the board of the Fund to commence an issuer tender
offer or other repurchase program, or urging the board of the Fund to liquidate
the Fund. The Bank may also consider increasing its ownership of shares of
Common Stock to as much as a majority or more of the outstanding shares,
seeking representation on the Fund's board, soliciting proxies with respect to
the Fund, or other courses of action. (An amendment to the Fund's Articles of
Incorporation to open-end the Fund requires the affirmative vote of 66 2/3% of
the outstanding shares of the Fund.) The Bank has not determined to pursue any
particular course of action, and, depending upon the factors listed above and
other relevant circumstances, may determine not to pursue any such actions and
instead to hold or dispose at any time of all or a portion of its shares of
Common Stock.
On August 22, 1997, the Bank sent a letter to the Fund, a copy of which is
attached hereto as an exhibit and incorporated herein by reference, in which,
among other things, the Bank stated its interest in learning what actions, if
any, management of the Fund has taken to reduce the level of discount from NAV
at which the shares of Common Stock trade, whether consideration had been given
to open-ending the Fund and whether a stockholder proposal to open-end the Fund
would be opposed by the Fund.
Except as described in this Item 4, the Bank has not formulated any plans
or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Fund, or
the disposition of securities of the Fund;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Fund;
(c) a sale or transfer of a material amount of assets of the Fund;
(d) any change in the present board or management of the Fund, including
any
Page 4 of 15 Pages
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plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Fund;
(f) any other material change in the Fund's business or corporate
structure, including, but not limited to, any plans or proposals to make any
changes in the Fund's investment policies for which a vote is required by
Section 13 of the Investment Company Act;
(g) any changes in the Fund's charter, by-laws, or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Fund by any person;
(h) causing a class of securities of the Fund to be delisted from a
national securities exchange or to cease to be authorized to be quoted in any
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Fund becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
The Bank will review its investment in the Fund from time to time and
reserves the right to take or not take any action it deems to be in its best
interest or to change its intention as set forth in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's preliminary proxy statement, dated August 22, 1997,
relating to a Special Meeting of Stockholders scheduled for October 21, 1997
states that, as of June 30, 1997, there were 6,511,154 shares of Common Stock
outstanding. The percentage set forth in this Item 5(a) was derived using such
number.
The Bank is the beneficial owner of 337,750 shares of Common Stock, which
constitute approximately 5.2% of the outstanding shares of Common Stock.
(b) The Bank has sole power to vote and to dispose of the shares of Common
Stock owned by it.
(c) During the last sixty days, the Bank has effected the following
purchases in the shares of Common Stock. Purchases made through and including
July 30, 1997 were made on the American Stock Exchange and purchases made after
July 30, 1997 were made on the New York Stock Exchange, except as otherwise
indicated.
Page 5 of 15 Pages
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Date Number of Shares Purchased Price Per Share
- ------------- -------------------------- ---------------
July 1, 1997 8,200 13.6250
July 2, 1997 200(1) 13.2222(2)
July 2, 1997 8,100 13.7500
July 3, 1997 19,000 14.0000
July 4, 1997 1,000(1) 13.5000(2)
July 8, 1997 2,900 14.0000
July 9, 1997 500(1) 13.5000(2)
July 9, 1997 14,000 14.0600
July 16, 1997 6,000 13.6250
July 28, 1997 800 12.6875
July 29, 1997 2,400 12.4375
July 30, 1997 10,000 12.7225
August 6, 1997 22,500 12.4306
August 7, 1997 500 12.5625
August 8, 1997 10,000 12.4375
August 11, 1997 8,800 12.5000
August 12, 1997 3,400 12.6176
August 14, 1997 300 12.6250
August 18, 1997 100 12.4375
August 19, 1997 1,900 12.3750
August 20, 1997 9,000 12.5625
August 22, 1997 11,200 12.5000
August 26, 1997 2,500 12.6750
August 27, 1997 2,700 12.6875
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(1) Purchased on the Berlin Stock Exchange.
(2) Rounded to the nearest one-one hundredth of a penny after converting
from German Deutsche marks to United States dollars at prevailing
exchange rates.
(d) No person other than the Bank has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock owned by the Bank.
(e) It is inapplicable to state the date on which the Bank ceased to be
the beneficial owner of more than five percent of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Page 6 of 15 Pages
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The Bank does not have any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any
securities of the Fund, including, but not limited to, the transfer or voting
of any such securities, finders' fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter, dated August 22, 1997, from Bankgesellschaft Berlin AG to
Scudder Spain and Portugal Fund, Inc.
Page 7 of 15 Pages
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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.
Date: August 22, 1997 BANKGESELLSCHAFT BERLIN AG
By: /s/ E. Joseph Carrico
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Name: E. Joseph Carrico
Title: Director
By: /s/ Gregory L. Melville
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Name: Gregory L. Melville
Title: Assistant Director
Page 8 of 15 Pages
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ANNEX A
Unless otherwise indicated, the business address for all individuals
listed in this Annex A is Bankgesellschaft Berlin AG, Alexanderplatz 2, 10178
Berlin Federal Republic of Germany.
MEMBERS OF THE MANAGING BOARD
Name and Address Principal Occupation
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Dr. Wolfgang Rupf Speaker of the Managing Board of Bankgesellschaft
Berlin AG
Dr. Knuth Fischer Member of the Managing Board of Bankgesellschaft
Berlin AG
Hans Leukers Member of the Managing Board of Bankgesellschaft
Berlin AG
Leopold Trobinger Member of the Managing Board of Bankgesellschaft
Berlin AG
Page 9 of 15 Pages
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EXECUTIVE OFFICERS
Name and Address Principal Occupation
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Dr. Herbert Alisch Managing Director of Bankgesellschaft Berlin
Bankgesellschaft Berlin AG AG
Konzern-Finanzen und Beteiligungen
Hardenbergstrasse 32
10623 Berlin
Federal Republic of German
Willi Bohmer Managing Director of Bankgesellschaft Berlin
AG
Peter Konig Managing Director of Bankgesellschaft Berlin
AG
Hans Joachim Bley Managing Director of Bankgesellschaft Berlin
AG
Jochen W. Sawahn Managing Director of Bankgesellschaft Berlin
AG
Dr. Joachim Preussner Managing Director of Bankgesellschaft Berlin
AG
Heinrich Honerlage Managing Director of Bankgesellschaft Berlin
Konzern-Revision AG
Bankgesellschaft Berlin AG
Otto-Braun-Strasse 90
10149 Berlin
Federal Republic of Germany
Stefan Tragler Managing Director of Bankgesellschaft Berlin
Konzern-Revision AG
Bankgesellschaft Berlin AG
Otto-Braun-Strasse 90
10149 Berlin
Federal Republic of Germany
Artur Fischer Managing Director of Bankgesellschaft Berlin
Konzern-Organisation AG
Bankgesellschaft Berlin AG
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
Page 10 of 15 Pages
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Name and Address Principal Occupation
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Wolfgang Gunther Managing Director of Bankgesellschaft Berlin
Konzern-Organisation AG
Bankgesellschaft Berlin AG
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
Helmut Ramthun Managing Director of Bankgesellschaft Berlin
Konzern-Organisation AG
Bankgesellschaft Berlin AG
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
Hans-Jurgen Meyer Managing Director of Bankgesellschaft Berlin
Compliance Officer AG
Bankgesellschaft Berlin AG
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
Joachim Antczack Managing Director of Bankgesellschaft Berlin
Stabsstelle AG
Investment Banking/Back Office
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
Wolfgang Stockel Managing Director of Bankgesellschaft Berlin
AG
Heinz-Dieter Gottschalk Managing Director of Bankgesellschaft Berlin
AG
Jochen Zimmermann Managing Director of Bankgesellschaft Berlin
AG
Frank-Michael Boenke Managing Director of Bankgesellschaft Berlin
AG
Georg-Heinrich Sieveking Managing Director of Bankgesellschaft Berlin
AG
Page 11 of 15 Pages
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Name and Address Principal Occupation
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Hadi Saidi Managing Director of Bankgesellschaft Berlin
AG
Gerhard Richter Managing Director of Bankgesellschaft Berlin
AG
Zoe Shaw Managing Director of Bankgesellschaft Berlin
Asset-Backed Transaktionen AG
Bankgesellschaft Berlin AG
London Branch
1 Crown Court
Cheapside
London EC2V 6JP
Dr. Karl-Friedrich Hirschhauser Managing Director of Bankgesellschaft Berlin
AG
Gunther Laubner Managing Director of Bankgesellschaft Berlin
AG
Mr. David Clark General Manager of Bankgesellschaft Berlin AG
Bankgesellschaft Berlin AG
London Branch
1 Crown Court
Cheapside
London EC2V 6JP
Mr. Yves Dermeaux General Manager of Bankgesellschaft Berlin AG
Bankgesellschaft Berlin AG
London Branch
1 Crown Court
Cheapside
London EC2V 6JP
Dr. Erik Blahut Managing Director of Bankgesellschaft Berlin
AG
Serge Demoliere Managing Director of Bankgesellschaft Berlin
AG
Thomas W. Meyer Managing Director of Bankgesellschaft Berlin
AG
Page 12 of 15 Pages
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Name and Address Principal Occupation
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Hans-Werner Wilms Managing Director of Bankgesellschaft Berlin
AG
Tim Kettemann Managing Director of Bankgesellschaft Berlin
AG
Page 13 of 15 Pages
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SHAREHOLDERS WHO MAY BE DEEMED TO CONTROL THE BANK
The following shareholders of the Bank may be deemed to control the Bank:
The City of Berlin
Gothaer Beteiligungsgesellschaft, an affiliate of an insurance company formed
under the laws of the Federal Republic of Germany, whose principal address is
Lutzowstrasse 89, 10785 Berlin, Germany, and whose principal shareholders are
Gothaer Versicherungs Bank AG (principal office: Gothaer Allee 1, 50672, Koln,
Germany), Gothaer Lebenversicherung AG (principal office: Gothaer Platz 2-8,
37069 Gottingen, Germany) and Norddeutsche Landesbank Girozentrale NORD/LB
(principal address is Georgplatz 1, D-30159, Hannover, Germany).
Norddeutsche Landesbank Girozentrale NORD/LB, a bank formed under the laws of
the Federal Republic of Germany, whose principal address is Georgplatz 1,
D-30159, Hannover, Germany.
Page 14 of 15 Pages
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Exhibit 1
[Letterhead of Bankgesellschaft Berlin AG]
August 22, 1997
Thomas F. McDonough
Secretary of the Fund
Scudder Spain & Portugal Fund
c/o Scudder, Stevens & Clark, Inc.
345 Park Avenue
New York, NY 10154 USA
Dear Mr. McDonough:
We are a significant shareholder of the Scudder Spain and Portugal Fund. We
would like to take this opportunity to introduce ourselves to you, and to open
a dialog to express some of our concerns regarding the Fund and raise questions
regarding plans for its future. We note that the fund has consistently traded
at a large discount to Net Asset Value (NAV). We are interested in learning
what actions if any, management has taken in attempting to reduce the discount.
We would also like to bring your attention to the paragraph entitled
"Redemption of Shares" in the Prospectus, dated April 13th, 1988, which states
that if certain conditions are met, the "Fund will submit to its
shareholders...a proposal...to provide that...each share of the Fund's Common
Stock may be presented to the Fund...for payment to the holder at net asset
value per share." Could you be so kind to advise us whether (a) the specified
conditions have ever been met, and if so, (b) whether such a proposal enabling
the redemption of shares at NAV has ever been submitted for shareholder
consideration.
We have read with interest the recently filed preliminary Schedule 14A proxy
solicitation and are aware of the alliance being formed between Scudder,
Stevens & Clark ("Scudder") and the Zurich Insurance Company ("Zurich"). We
note that Zurich Kemper Investments, Inc. ("ZKI") a subsidiary of Zurich,
manages a closed-end fund, The Growth Fund of Spain, Inc. ("GSP"), which has a
very similar investment objective and several of the same holdings as the
Scudder Spain & Portugal Fund. (In the interest of full disclosure, we hold a
8.1% stake in GSP, as reported on our most recent schedule 13D filing.) We
believe that the existence of two similar closed-end funds is partly
responsible for the persistence of discounts in both funds, and that this
situation can now hopefully be addressed since both funds will soon belong to
the same fund management group.
We are aware that there are different opinions regarding the perceived
advantages and disadvantages of operating a fund with a closed-end versus
open-end structure. Has Scudder given any consideration to open-ending this
fund? Would Scudder support or oppose a shareholder proposal to recommend
converting the fund to an open-end fund? Would we be permitted to submit a
shareholder proposal for inclusion on the definitive 14A proxy solicitation for
the Special Meeting of Stockholders, scheduled for October 21, 1997?
We respectfully request to receive your response by September 5th, 1997.
Regards,
/s/ Gregory L. Melville
/s/ Moritz A. Sell
Page 15 of 15 Pages
