<PAGE>
THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(D) OF REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
The Growth Fund of Spain, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
399877109
- -------------------------------------------------------------------------------
(CUSIP Number)
John C. Reynolds
Cargill Financial Markets PLC
Knowle Hill Park, Fairmile Lane, Cobham
Surrey KT11 2PD
United Kingdom
44-193-286-1000
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 13, 1996
- -------------------------------------------------------------------------------
(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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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
disclosures provided in a prior cover page.
The information required on 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>
SCHEDULE 13D
CUSIP No. 399877109 Page 2 of 22 Pages
- ------------------- --------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cargill Financial Markets PLC
Knowle Hill Park, Fairmile Lane, Cobham
Surrey KT11 2PD, United Kingdom
I.R.S. I.D. No.: None
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ]
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC (See Item 3 of attached Schedule 13D Statement)
- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
- ---------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 970,600
- ---------------------------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING
- ---------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 970,600
- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
970,600
- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ---------------------------------------------------------------------
2 of 22
<PAGE>
SCHEDULE 13D
CUSIP No. 399877109 Page 3 of 22 Pages
- ------------------- --------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cargill Holdings
Knowle Hill Park, Fairmile Lane, Cobham
Surrey KT11 2PD, United Kingdom
98-0157383
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF (See Item 3 of attached Schedule 13D Statement)
- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
- ---------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
970,600
- ---------------------------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING
- ---------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
970,600
- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
970,600
- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ---------------------------------------------------------------------
3 of 22
<PAGE>
SCHEDULE 13D
CUSIP No. 399877109 Page 4 of 22 Pages
- ------------------- --------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cargill Financial Services Corporation
6000 Clearwater Drive
Minnetonka, MN 55343-9497
41-1492786
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF (See Item 3 of attached Schedule 13D Statement)
- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
- ---------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
970,600
- ---------------------------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING
- ---------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
970,600
- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
970,600
- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ---------------------------------------------------------------------
4 of 22
<PAGE>
SCHEDULE 13D
CUSIP No. 399877109 Page 5 of 22 Pages
- --------------------------- -------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cargill, Incorporated
15407 McGinty Road West
Wayzata, MN 55391-2399
41-0177680
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ]
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF (See Item 3 of attached Schedule 13D Statement)
- ---------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
- ---------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
970,600
- ---------------------------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING
- ---------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
970,600
- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
970,600
- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ---------------------------------------------------------------------
5 of 22
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to the shares of
Common Stock, par value $.01 per share (the "Shares"), of The Growth Fund of
Spain, Inc., a Maryland corporation (the "Fund"), the principal executive
offices of which are located at 120 South Lasalle Street, Chicago, Illinois
60603.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed by the following persons:
(i) Cargill Financial Markets PLC, a public limited company
organized under the laws of England ("Cargill Financial
Markets"), which is a wholly-owned subsidiary of Cargill
Holdings;
(ii) Cargill Holdings, an unlimited company organized under the
laws of England ("Cargill Holdings (UK)"), which is directly
and indirectly wholly-owned by Cargill, Incorporated;
(iii) Cargill Financial Services Corporation, a Delaware
corporation ("CFSC"), which is a wholly-owned subsidiary of
Cargill, Incorporated; and
(iv) Cargill, Incorporated, a Delaware corporation.
Each of the persons listed in (i) to (iv) above is hereinafter referred to
individually as a "Reporting Person" and collectively as the "Reporting
Persons." The Reporting Persons collectively may be deemed to be a group
beneficially owning, in the aggregate, 970,600 Shares or approximately 5.7% of
the outstanding Shares within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Act").
Neither the filing of this Statement nor any of its contents shall be
construed as an admission that the directors or executive officers of the
Reporting Persons are beneficial owners of any of the Shares, either for
purposes of Section 13(d) of the Act or for any other purpose, and such
beneficial ownership is expressly disclaimed.
(b), (c), (f) The address of Cargill Financial Markets and Cargill Holdings
(UK) is Knowle Hill Park, Fairmile Lane, Cobham, Surrey KT11 2PD, United
Kingdom. The principal business of Cargill Financial Markets is financial
trading and investment activities, conducted both on a proprietary basis and on
behalf of unaffiliated investors. The principal business of Cargill Holdings
(UK) is acting as a holding company for Cargill Financial Markets and a
significant part of Cargill, Incorporated's other business interests in the
United Kingdom.
6 of 22
<PAGE>
The address of CFSC is 6000 Clearwater Drive, Minnetonka, MN 55343-9497.
The principal business of CFSC is financial trading and investment activities,
conducted on a proprietary basis. The address of Cargill, Incorporated is 15407
McGinty Road West, Wayzata, MN 55391-2399. The principal business of Cargill,
Incorporated is the international marketing and processing of agricultural,
industrial and financial commodities.
The name, address, citizenship and present principal occupation or
employment, and the name, address and principal business of any corporation or
other organization in which such employment is conducted, of each of the
executive officers and directors of the Reporting Persons are set forth on
Exhibit A attached hereto and incorporated herein by reference.
(d) During the last five years, none of the Reporting Persons, and to the
best of the Reporting Persons' knowledge, none of the persons named on Exhibit
A, has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, none of the Reporting Persons, and to the
best of the Reporting Persons' knowledge, none of the persons named on Exhibit
A, has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in a judgment, decree or final order
against it 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds for all purchases of the Shares by Cargill Financial
Markets was working capital.
ITEM 4. PURPOSE OF TRANSACTION
The Shares purchased by Cargill Financial Markets were acquired for the
purpose of investment.
Cargill Financial Markets today sent a letter to the Board of Directors of
the Fund, a copy of which is included as Exhibit B hereto and is incorporated
herein by reference, requesting that a shareholder proposal to convert the Fund
to an open-end investment company be included in the proxy materials for the
Fund's 1997 annual meeting of shareholders. Regardless of the outcome of any
shareholder vote on this matter, the Reporting Persons have no present intention
to take any other action to influence in any way the management or policies of
the Fund.
7 of 22
<PAGE>
The Reporting Persons from time to time evaluate their investments and,
based on such evaluation, may determine to acquire or dispose of Shares. Except
as set forth herein, the Reporting Persons do not have any present plans or
proposals that relate to or would result in any of the transactions described in
paragraphs (a) through (j) of Item 4 of Schedule 13D. The amount and timing of
any additional purchases or sales of Shares will depend upon a variety of
factors, including, without limitation, current and anticipated future trading
prices for the Shares, the financial condition and prospects of the Fund and
general economic, financial market and industry conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, the Reporting Persons beneficially owned 970,600
Shares, constituting 5.7% of the outstanding Shares as of May 31, 1996 (as
reported in the Fund's Semi-annual Report to Shareholders on Form N-30D for the
period ended May 31, 1996). To the best of the Reporting Persons' knowledge,
except as set forth herein, none of the persons listed on Exhibit A hereto owns
beneficially any Shares.
(b) Cargill Financial Markets presently has the power, and Cargill Holdings
(UK), CFSC and Cargill, Incorporated may be deemed to share the power, to vote
and dispose of 970,600 Shares.
(c) Exhibit C hereto contains information as to all transactions in the
Shares effected during the past 60 days by the Reporting Persons. All of the
purchases reflected on Exhibit C were made for cash in open market transactions.
Except as set forth on Exhibit C, within the past 60 days, the Reporting Persons
did not effect any transactions in the Shares. To the best of the Reporting
Persons' knowledge, except as set forth herein, none of the persons listed on
Exhibit A hereto has purchased or sold any Shares during the past 60 days.
(d) No person other than Cargill Financial Markets has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, securities covered by this Statement.
(e) Not applicable.
8 of 22
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as set forth above, none of the Reporting Persons and, to the best
of the Reporting Persons' knowledge, none of the persons listed on Exhibit A has
any contract, arrangement, understanding or relationship (legal or otherwise)
with any person with respect to the Shares, including, but not limited to,
transfer or voting of any of such securities, finder's 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
Exhibit A: List of Executive Officers and Directors of Cargill Financial
Markets, Cargill Holdings, CFSC and Cargill, Incorporated.
Exhibit B: Letter, dated November 22, 1996 from Cargill Financial Markets
to the Fund, requesting that a shareholder proposal to convert the Fund to an
open-end investment company be included in the proxy materials for the Fund's
1997 annual meeting.
Exhibit C: Transactions in the Shares by the Reporting Persons in the past
60 days.
Exhibit D: Joint Filing Agreement, dated as of November 22, 1996, between
Cargill Financial Markets, Cargill Holdings, CFSC and Cargill, Incorporated.
9 of 22
<PAGE>
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: November 22, 1996
CARGILL FINANCIAL MARKETS PLC
BY: /s/ John C. Reynolds
---------------------------------------
NAME: JOHN C. REYNOLDS
TITLE: DIRECTOR AND COMPANY SECRETARY
10 of 22
<PAGE>
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: November 22, 1996
CARGILL HOLDINGS
By: /s/ John C. Reynolds
---------------------------------------
Name: John C. Reynolds
Title: Director and Company Secretary
11 of 22
<PAGE>
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: November 22, 1996
CARGILL FINANCIAL SERVICES CORPORATION
BY: /s/ Linda L. Cutler
----------------------------------------
NAME: LINDA L. CUTLER
TITLE: VICE PRESIDENT
12 of 22
<PAGE>
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: November 22, 1996
CARGILL, INCORPORATED
By: /s/ Linda L. Cutler
----------------------------------------
Name: Linda L. Cutler
Title: Vice President
13 of 22
<PAGE>
EXHIBIT A
---------
DIRECTORS AND EXECUTIVE OFFICERS
--------------------------------
A. Cargill Financial Markets PLC
-----------------------------
Occupation or
-------------
Name and Address Office Held Employment Citizenship
- ---------------- ----------- ---------- -----------
John C. Reynolds Executive Lawyer and U.K.
Officer and Company Secretary
Director
David P.L. Corridan Director Managing Director U.K.
(Worldwide Risk
Group)
David W. McLennan Director Managing Director U.S.
(European Value
Investment Group)
John E. Osborn Director Controller U.S.
(Financial
Markets)
David W. Rogers Director President U.K.
(Financial
Markets)
Paul J. Tiller Executive Vice President U.K.
Officer and and European
Director Sector Controller
B. Cargill Holdings
----------------
Occupation or
-------------
Name and Address Office Held Employment Citizenship
- ---------------- -------------- ---------- -----------
John C. Reynolds Executive Lawyer and U.K.
Officer and Company Secretary
Director
Roger Murray Director European President U.K.
Paul D. Conway Director Vice President U.K.
(Oilseeds) and
U.K. Country
Manager
Peter A.J. Peyton Director Administrative U.K.
Controller
Paul J. Tiller Executive Vice President U.K.
Officer and and European
Director Sector Controller
14 of 22
<PAGE>
C. Cargill Financial Services Corporation
--------------------------------------
Occupation or
-------------
Name and Address Office Held Employment Citizenship
- ---------------- ----------- ---------- -----------
Robert A. Kruchoski Executive President U.S.
Officer
David W. Rogers Exeuctive Executive Vice U.K.
Officer and President and
Director Chief Operating
Officer
Kenneth M. Duncan Executive Senior Vice U.S.
Officer President
Gary W. Jarrett Executive Senior Vice U.S.
Officer President
Jeffery D. Leu Executive Senior Vice U.S.
Officer President
Michael B. Moore Executive Senior Vice U.S.
Officer President
Robert D. Beach Executive Vice President U.S.
Officer
Rae A. Lesmeister Executive Vice President U.S.
Officer
David W. MacLennan Executive Vice President U.S.
Officer
Linda L. Cutler Executive Secretary U.S.
Officer
William W. Veazey Executive Treasurer U.S.
Officer and
Director
Robert L. Lumpkins Director Chief Financial U.S.
Officer, Cargill,
Incorporated
Ernest S. Micek Director President and U.S.
Chief Executive
Officer, Cargill,
Incorporated
David W. Raisbeck Director Executive Vice U.S.
President,
President (Trading
Sector), Cargill,
Incorporated
15 of 22
<PAGE>
D. Cargill, Incorporated
---------------------
Occupation or
-------------
Name and Address Office Held Employment Citizenship
- ----------------- ----------- ---------- -----------
Ernest S. Micek Executive Chairman of the U.S.
Officer and Board, President
Director and Chief
Executive Officer
Robert L. Lumpkins Executive Vice Chairman of U.S.
Officer and the Board and
Director Chief Financial
Officer
F. Guillaume Bastiaens Executive Executive Vice Belgium
Officer and President and
Director President (Food
Sector)
David W. Raisbeck Executive Executive Vice U.S.
Officer and President and
Director President
(Trading Sector)
Warren R. Staley Executive Executive Vice U.S.
Officer and President and
Director President
(Western
Hemisphere and
Meat Sectors)
Daniel R. Huber Executive President (Asia U.S.
Officer and Agricultural
Sectors)
Everett W. MacLennan Executive Senior Vice U.S.
Officer President (Human
Resources)
James D. Moe Executive Corporate Vice U.S.
Officer President,
General Counsel
and Secretary
16 of 22
<PAGE>
Occupation or
Name and Address Office Held Employment Citizenship
- ----------------- ----------------- ------------------- -----------
Michael R. Bonsignore Director Chairman and CEO, U.S.
Honeywell, Inc.
Austen S. Cargill II Director Vice President, U.S.
Admin. Div.,
Cargill, Inc.
Livio D. DeSimone Director Chairman and CEO, U.S.
3M
Lloyd P. Johnson Director Chairman (Retired), U.S.
Norwest Corporation
Marianne C. Liebmann Director President, Liebmann U.S.
Florist, Inc.
David D. MacMillan Director Private Investor U.S.
W. Duncan MacMillan Director Vice President, U.S.
Waycrosse, Inc.
Cargill MacMillan, Jr. Director Senior Advisory U.S.
Director,
Cargill, Inc.
Lucy M. Stitzer Director Private Investor U.S.
Michael H. Armacost Director President, The U.S.
Brookings Institute
Michael W. Wright Director Chairman, CEO and U.S.
President,
SuperValu, Inc.
Whitney MacMillan Director Emeritus CEO (Retired), U.S.
Cargill, Inc.
17 of 22
<PAGE>
Exhibit B
---------
[CARGILL FINANCIAL MARKETS PLC LETTERHEAD]
BY COURIER
- ----------
November 22, 1996
Kemper Financial Services Inc.
Re: The Growth Fund of Spain
120 S. LaSalle Street
Chicago, IL 60603
Dear Sir/Madam:
We refer to the Offering Prospectus dated February 14, 1990 for
18,000,000 Shares in The Growth Fund of Spain, Inc. ("Fund"). Common Stock and
particularly to the paragraph entitled "Conversion to Open-End Investment
Company" on page 12 of that prospectus.
Pursuant to the above-referenced paragraph, we, being holders of not
less than 970,600 shares of the Fund's Common Stock as of November 21, 1996 (see
enclosed letter from Morgan Stanley):
1) confirm that the condition in subparagraph (i) in the
above-referenced paragraph is satisfied in that, in the fiscal year which began
on December 1, 1995, shares of the Fund's Common Stock traded on the principal
securities exchange where listed at an average discount from net asset value of
more than 10% determined on the basis of the discount as of the end of the last
trading day in each week during the period of 12 calendar weeks preceding
December 31 in such fiscal year; and
2) hereby request that a proposal be submitted to the Fund's
shareholders at the next annual meeting of shareholders to the effect that, to
the extent consistent with the Investment Company Act 1940, the Fund's Articles
of Incorporation be amended to provide that, upon its adoption by holders of
three-fourths of the outstanding shares of Common Stock, the Fund will convert
from a closed-end to an open-end investment company.
As a shareholder of the Fund, we encourage the board to take immediate
steps to substantially or completely eliminate the discount
18 of 22
<PAGE>
Kemper Financial Services Inc.
November 22, 1996
Page 2
between the market price of the shares and the underlying net asset value. We
believe that such action would benefit all shareholders of the Fund.
Kindly acknowledge receipt of this notice by signing the enclosed copy
of this letter in the space provided below and returning such copy in the
enclosed self-addressed, stamped envelope.
Sincerely,
CARGILL FINANCIAL MARKETS PLC
By:
--------------------------
John C. Reynolds
Director and Company Secretary
Acknowledged:
THE GROWTH FUND OF SPAIN, INC.
By:
-------------------------
Its:
-------------------------
Enclosure
cc: Robert S. Goedken (w/encl.)
19 of 22
<PAGE>
EXHIBIT C
---------
TRANSACTIONS IN THE SHARES
BY REPORTING PERSONS IN THE PAST 60 DAYS
----------------------------------------
<TABLE>
<CAPTION>
Trade Date Quantity Price Principal $ Comm Net
- ---------- -------- ----- --------- ------ ---
<S> <C> <C> <C> <C> <C>
11/18/96 20,000 13 250,000 750 249,241
11/14/96 26,200 13 330,775 1,572 332,347
11/13/96 35,000 13 437,500 1,750 439,250
11/13/96 101,500 13 1,268,750 6,090 1,274,840
10/23/96 20,000 12 240,000 1,200 241,200
10/15/96 25,000 12 300,000 1,500 301,500
10/10/96 2,500 12 29,688 150 29,837
10/9/96 16,600 12 197,125 996 198,121
10/7/96 25,000 12 296,875 1,500 298,375
10/2/96 10,600 12 125,875 636 126,511
10/1/96 37,000 12 434,750 2,220 436,970
9/26/96 13,300 12 156,275 798 157,073
9/25/96 3,500 12 40,625 210 40,834
9/25/96 50,000 12 587,500 3,000 590,500
9/25/96 11,200 12 130,200 391 130,590
</TABLE>
20 of 22
<PAGE>
EXHIBIT D
---------
JOINT FILING AGREEMENT
----------------------
Cargill Financial Markets PLC, Cargill Holdings, Cargill Financial Services
Corporation and Cargill, Incorporated, each hereby agrees, in accordance with
Rule 13d-1(f) under the Securities Exchange Act of 1934 (the "Act"), as amended,
that the Schedule 13D filed herewith, and any amendments thereto, relating to
the shares of Common Stock, $.01 par value per share, of The Growth Fund of
Spain, Inc. are, and will be, filed jointly on behalf of each such person.
Dated: November 22, 1996
CARGILL FINANCIAL MARKETS PLC
BY: /s/ John C. Reynolds
--------------------------------
NAME: JOHN C. REYNOLDS
TITLE: DIRECTOR AND COMPANY SECRETARY
CARGILL HOLDINGS
BY: /s/ John C. Reynolds
--------------------------------
NAME: JOHN C. REYNOLDS
TITLE: DIRECTOR AND COMPANY SECRETARY
CARGILL FINANCIAL SERVICES CORPORATION
BY: /s/ Linda L. Cutler
--------------------------------
NAME: LINDA L. CUTLER
TITLE: VICE PRESIDENT
21 of 22
<PAGE>
CARGILL, INCORPORATED
BY: /s/ Linda L. Cutler
---------------------------------
NAME: LINDA L. CUTLER
TITLE: VICE PRESIDENT
22 of 22
