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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. 1)
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)
July 28, 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 5 Pages
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CUSIP No.: 399877109 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. ID NO. OF ABOVE PERSON
Bankgesellschaft Berlin AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
NUMBER OF SOLE VOTING POWER 1,338,700
SHARES
BENEFICIALLY SHARED VOTING POWER 0
OWNED
BY EACH SOLE DISPOSITIVE POWER 1,338,700
REPORTING
PERSON SHARED DISPOSITIVE POWER 0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,338,700
12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 8.1%
14 TYPE OF REPORTING PERSON BK
Page 2 of 5 Pages
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This Amendment No. 1 amends and supplements Items 3 and 5 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 $18,126,061
(exclusive of commissions).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's proxy statement, dated April 11, 1997,
relating to the 1997 Annual Meeting of Stockholders states that, as of
February 28, 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 1,338,700 shares of
Common Stock, which constitute approximately 8.1% 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, all of which were made on
the New York Stock Exchange:
Date Number of Shares Purchased Price Per Share
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June 9, 1997 41,700 $14.250
June 10, 1997 73,500 14.375
June 12, 1997 5,500 14.625
June 16, 1997 15,000 14.625
June 17, 1997 20,400 14.500
June 23, 1997 51,000 14.875
June 24, 1997 21,000 14.872
June 27, 1997 5,000 15.125
July 3, 1997 5,300 15.929
July 7, 1997 9,200 15.938
July 9, 1997 23,200 16.060
July 21, 1997 20,000 14.625
July 28, 1997 60,000 14.5625
July 30, 1997 5,000 14.625
Page 3 of 5 Pages
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Date Number of Shares Purchased Price Per Share
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August 4, 1997 170,000 14.125
August 5, 1997 6,600 14.125
(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.
Page 4 of 5 Pages
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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.
Date: August 6, 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 5 of 5 Pages
