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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. 4)
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 19, 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 7 SOLE VOTING POWER 1,813,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER 1,813,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,813,000
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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) 11.0%
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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. 4 amends and supplements Items 3, 4, 5 and 6 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 $25,238,997
(exclusive of commissions).
Item 4. Purpose of Transaction
As previously disclosed, 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 of the Fund on December 3, l997 and, in
connection therewith, filed preliminary proxy materials with the Securities
and Exchange Commission on November 3, 1997. The Bank filed its definitive
proxy materials with the Securities and Exchange Commission on November 18,
1997.
On November 26, 1997, the Bank sent a letter to the Fund
requesting that the Fund include in its proxy statement relating to the 1998
Annual Meeting of Shareholders a proposal to open-end the Fund. A copy of such
letter is attached hereto. As indicated in the Bank's letter to the Fund, the
request was made in accordance with provisions in the prospectus of the Fund
which allows shareholders to make such a request.
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 1,813,000 shares of
Common Stock, which constitute approximately 11.0% 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.
Page 3 of 6 Pages
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(c) Since the date of filing Amendment No. 3 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
- ------------------ -------------------------- ---------------
November 12, l997 10,000 $15.3750
November 12, l997 50,000 14.9875
November 13, l997 27,000 15.0625
November 14, l997 8,300 15.1875
November 17, l997 70,000 15.5000
November 19, l997 10,000 15.6875
November 20, l997 800 16.0625
November 21, l997 4,000 16.1250
November 25, l997 22,700 16.1184
(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. 4, 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 585 puts on the American
Stock Exchange covering shares of Common Stock. The puts expire in December
1997 or March 1998 and have strike prices of $15.00 or $17.50. If all of such
puts are exercised, the Bank will acquire an additional 58,500 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 November 26, 1997, from Bankgesellschaft
Berlin AG to The Growth Fund of Spain, Inc.
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 26, 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 Bankgesellschaft Berlin AG]
November 26, 1997
The Growth Fund of Spain, Inc.
Attn.: Mr. Philip J. Collora, Secretary
222 South Riverside Plaza
Chicago, IL 60606
USA
Dear Mr. Collora:
We refer to the Offering Prospectus dated February 14, 1990 for The Growth
Fund of Spain , Inc. ("the Fund") Common Stock and particularly to the
paragraph entitled "Conversion to Open-End Investment Company" on page 12 of
that prospectus (excerpt as follows).
Commencing with the fiscal year which begins on December 1,
1994, and in each fiscal each year thereafter, if (i) shares of the Fund's
common stock (the "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 year, and (ii) during such year the Fund received written requests from
the holders of 10% or more of the Fund's outstanding shares of Common Stock
that a proposal, as described below, be submitted to the Fund's shareholders,
the Fund will submit to its shareholders at the next succeeding annual meeting
of shareholders a proposal, to the extent consistent with the 1940 Act, to
amend the Fund's Articles of Incorporation.
Pursuant to the above-referenced paragraph, we, being holders of not less than
1,813,000 shares of the Fund's Common Stock as of November 25, 1997, 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.
Please confirm receipt of this letter and that the proposal will be included
on the agenda for the 1998 annual shareholders meeting.
Sincerely,
/s/ Serge Demoliere /s/ Dirk Kipp
Serge Demoliere Dirk Kipp
Managing Director Director
Page 6 of 6 Pages
