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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
(AMENDMENT NO. 3)
The Growth Fund of Spain, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
399877109
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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)
November 3, 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 6 Pages
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CUSIP No.: 399877109 13D Page 2 of 6 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 (a) [ ]
OF A GROUP (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 SOLE VOTING POWER 1,610,200
SHARES ------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER 0
OWNED ------------------------------------------------------------
BY EACH SOLE DISPOSITIVE POWER 1,610,200
REPORTING ------------------------------------------------------------
PERSON SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,610,200
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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) 9.7%
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14 TYPE OF REPORTING PERSON BK
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Page 2 of 6 Pages
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This Amendment No. 3 amends and supplements Items 3, 4, 5, 6 and 7 of the
Schedule 13D of Bankgesellschaft Berlin AG (the "Bank") with respect to the
shares of Common Stock, par value $.01 per share (the "Common Stock"), of The
Growth Fund of Spain, Inc. (the "Fund").
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 $22,118,016 (exclusive of
commissions).
ITEM 4. PURPOSE OF TRANSACTION
As previously disclosed, on October 7, 1997, the Bank sent a letter to
the Fund (a copy of which has been previously filed) in which the Bank
requested that its nominees be considered for nomination to the Board of
Directors of the Fund. On October 14, 1997, Kemper Funds sent a letter to the
Bank, a copy of which is attached hereto, in which Kemper Funds stated that the
Bank's nominees would be considered at the next regularly scheduled meeting of
the committee of the Board of Directors which considers shareholders nominees
to the Board of Directors. In a conversation with a representative of the Fund,
the Bank was informed that its request regarding its nominees was submitted too
late for such committee to consider for inclusion in the proxy statement
relating to the special meeting of shareholders scheduled for December 3, 1997
(the "Special Meeting").
In the Bank's initial filing of its Schedule 13D, the Bank indicated
that it might consider seeking representation on the Board of Directors of the
Fund. The Bank has determined to solicit proxies of the shareholders of the
Fund to vote in favor of two nominees of the Bank to the Board of Directors of
the Fund at the election scheduled to occur at the Special Meeting and, in
connection therewith, filed preliminary proxy materials with the Securities and
Exchange Commission on November 3, 1997.
Except as set forth herein and in the Schedule 13D and amendments
thereto previously filed by the Bank, the Bank has not formulated any plans or
proposals which relate to or would result in any of the transactions described
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's proxy statement, dated October 10, 1997, relating to
the Special Meeting states that, as of September 22, 1997, there were
16,544,593 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 1,610,200 shares of Common Stock,
which constitute approximately 9.7% of the outstanding shares of Common Stock.
Page 3 of 6 Pages
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(b) The Bank has sole power to vote and to dispose of the shares of
Common Stock owned by it.
(c) Since the date of filing Amendment No. 2 to its Schedule 13D, the
Bank has effected the following purchases in the shares of Common Stock, all of
which were made on the New York Stock Exchange:
Date Number of Shares Purchased Price Per Share
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October 22, 1997 2,200 $15.56
October 23, 1997 10,000 15.25
October 24, 1997 50,300 15.02
October 27, 1997 1,900 14.00
October 28, 1997 400 13.69
October 30, 1997 22,000 14.63
October 31, 1997 9,100 14.91
(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.
Reference is made to item 6 of this Amendment No. 3, which is
incorporated into this item 5 by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Bank has sold an aggregate of 215 puts on the American Stock
Exchange covering shares of Common Stock. The puts expire in December 1997 and
have strike prices of $15.00 or $17.50. If all of such puts are exercised, the
Bank will acquire an additional 21,500 share of Common Stock, representing less
than 1% of the outstanding shares of Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter, dated October 14, 1997, from Kemper Funds to
Bankgesellschaft Berlin AG.
Page 4 of 6 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: November 3 , 1997 BANKGESELLSCHAFT BERLIN AG
By: /s/ Bartho Schroeder
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Name: Bartho Schroeder
Title: Director
By: /s/ Gregory L. Melville
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Name: Gregory L. Melville
Title: Assistant Director
Page 5 of 6 Pages
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EXHIBIT 1
[Letterhead of Kemper Funds]
October 14, 1997
Mr. Serge Demoliere, Managing Director
Mr. Dirk Kipp, Director
Bankgesellschaft Berlin
Equities/Equity Derivatives
Alexanderplatz 2, D-10178
Berlin, Germany
Re: The Growth Fund of Spain, Inc.
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Dear Messrs. Demoliere and Kipp:
Your recent submission of proposed nominees for election as directors
of The Growth Fund of Spain, Inc. will be presented to the Audit and Governance
Committee of the Fund for consideration at their next regularly scheduled
meeting. Thank you for your interest in Kemper Funds.
Very truly yours,
The Growth Fund of Spain, Inc.
By: /s/ Philip J. Collora
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Philip J. Collora
Secretary
Page 6 of 6 Pages
