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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. 2)
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)
September 16, 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 8 Pages
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CUSIP No.: 399877109 13D Page 2 of 8 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 1,514,300
SHARES ============================================================
BENEFICIALLY SHARED VOTING POWER 0
OWNED ============================================================
BY EACH SOLE DISPOSITIVE POWER 1,514,300
REPORTING ============================================================
PERSON WITH SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,514,300
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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) 9.2%
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14 TYPE OF REPORTING PERSON BK
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Page 2 of 8 Pages
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This Amendment No. 2 amends and supplements Items 3, 4, 5, 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 $20,686,299 (exclusive of
commissions).
ITEM 4. PURPOSE OF TRANSACTION
On October 7, 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 the Bank requested that its nominees be considered for nomination to the
Board of Directors of the Fund. Except as set forth herein and in the initial
Schedule 13D and Amendment No. 1 thereto 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 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 1,514,300 shares of Common Stock,
which constitute approximately 9.2% 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, all of which were made on the New York
Stock Exchange:
Date Number of Shares Purchased Price Per Share
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August 8, 1997 100 $14.562
August 11, 1997 10,000 14.562
August 12, 1997 5,000 14.562
August 19, 1997 30,000 14.375
August 21, 1997 8,600 14.500
Page 3 of 8 Pages
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Date Number of Shares Purchased Price Per Share
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August 22, 1997 4,200 14.250
August 26, 1997 7,400 14.320
August 27, 1997 3,200 14.375
August 28, 1997 7,400 14.188
August 29, 1997 3,200 14.250
September 3, 1997 49,700 14.593
September 4, 1997 5,900 14.500
September 5, 1997 3,800 14.688
September 11, 1997 7,100 14.500
September 12, 1997 8,700 14.625
September 15, 1997 8,400 14.750
September 16, 1997 3,700 15.000
September 22, 1997 700 15.500
September 23, 1997 1,500 15.625
September 24, 1997 5,900 15.875
October 6, 1997 1,100 16.188
(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 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter, dated October 7, 1997, from Bankgesellschaft Berlin AG to
The Growth Fund of Spain, Inc.
Page 4 of 8 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: October 7, 1997 BANKGESELLSCHAFT BERLIN AG
By: /s/ E. Joseph Carrico
--------------------------------
Name: E. Joseph Carrico
Title: Director
By: /s/ Gregory L. Melville
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Name: Gregory L. Melville
Title: Assistant Director
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EXHIBIT 1
[Letterhead of Bankgesellschaft]
October 7, 1997
The Growth Fund of Spain, Inc.
222 South Riverside Plaza
Chicago, IL 60606
Attention: Philip J. Corolla, Secretary
Dear Mr. Corolla:
Bankgesellschaft Berlin AG (the "Bank") is the holder of 1,514,300
shares of the common stock, par value $.01 per share (the "Common Stock"), of
The Growth Fund of Spain, Inc. (the "Fund"), representing approximately 9.1% of
the outstanding shares of Common Stock. We have reviewed the preliminary proxy
statement (the "Proxy Statement") of the Fund that was filed with the United
States Securities and Exchange Commission on September 29, 1997. The Proxy
Statement relates to a Special Meeting of Shareholders of the Fund scheduled
for December 3, 1997 at which shareholders will be asked to (i) elect two
additional members to the Board of Directors of the Fund (the "Board"), (ii)
ratify the selection of the Fund's independent auditors for the current fiscal
year and (iii) approve or disapprove a new investment management agreement and
a new sub-advisory agreement. The vote on the new investment management and
sub-advisory agreement are being taken in anticipation of the automatic
termination of the Fund's existing investment management and sub-advisory
agreements, in accordance with the terms thereof, upon the acquisition by
Zurich Insurance Company ("Zurich"), the parent company of the Fund's current
investment manager, of approximately 70% of Scudder, Stevens & Clark Inc.
("Scudder"). Upon completion of the acquisition, Scudder will change its name
Scudder Kemper Investments, Inc. ("SKI") and the Fund's current investment
manager will be combined with SKI.
The Proxy Statement states that the Audit and Governance Committee of
the Fund (the "Committee") proposes the nominees for election by the
shareholders of the Fund and that shareholders wishing to submit the name of a
candidate for consideration by the Committee may do so by contacting the
Secretary of the Fund. The Bank requests that the Committee nominate Gregory L.
Melville and Moritz A. Sell to the Board. Brief biographies of Messrs. Melville
and Sell are attached hereto as Annex A. Messrs. Melville and Sell have
confirmed to the Bank that they meet all requirements under the Investment
Company Act of 1940, as amended, and the Fund's
Page 6 of 8 Pages
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articles of incorporation and by-laws applicable to directors. They will
complete a questionnaire prepared by the Fund designed to confirm the
foregoing. In the event that the Committee determines not to nominate Messrs.
Melville and Sell, the bank would appreciate the opportunity to discuss with
the Committee the opportunity of nominating other individuals to the Board in
lieu of Messrs.
Melville and Sell.
Mr. Melville has extensive experience in risk management and trading
in international equities. Mr. Sell has significant experience in international
securities as both a trader and an analyst. As the Fund invests primarily in
the securities of Spain, their business experience would prove to be an asset
to the Fund.
The persistent discount from net asset value ("NAV") of the shares of
Common Stock is a concern to the Bank, as we are sure it is to most, if not
all, shareholders of the Fund. Messrs. Melville and Sell have indicated to the
Bank that, if elected to the Board, they will be committed to exploring methods
of reducing or eliminating the discount. Such methods might include committing
the Fund to disseminating NAV information on a daily basis, converting the Fund
to a close-end interval fund, open-ending the Fund, or merging the Fund with an
open-end fund, among others.
The Bank believes that the two nominees to the Board whose names are
contained in the Proxy Statement will not be genuinely committed to reducing or
eliminating the discount because both are affiliated with Scudder, which will
serve as the investment manager of the Fund after its acquisition by Zurich.
These two nominees will not possess the independence necessary to make
decisions relating to the reduction or elimination of the discount to NAV based
on the best interests of the shareholders of the Fund, as opposed to the best
interests of the Fund's investment manager. On the other hand, Messrs. Melville
and Sell will have the interests of increasing shareholder value as their
mandate.
We wish to thank the Committee for its attention to the Bank's request
that its nominees be considered for nomination to the Board and, due to the
time sensitivity, respectfully request a response to this letter by October 13,
1997.
Very truly yours,
/s/ Serge Demoliere
Managing Director
/s/ Dirk Kipp
Director
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ANNEX A
Gregory A. Melville (born July 22, 1956)
US Citizen
B.S. Engineering, 1978, United States Military Academy, West Point
1978 - 1978 US Army, Finance Officer
1983 - 1989 Self Employed in Financial Services Industry
1990 - 1995 Salomon Brothers, Investment Bank, Vice President
1995 - Present Bankgesellschaft Berlin, Bank, Assistant Director
Moritz A. Sell (born October 12, 1956)
US Citizen
B.A. Economics, 1989, George Washington University
1990 - 1994 Canadian Imperial Bank of Commerce, Bank, Vice President
1995 - 1996 Barclays de Zoete Wedd, Investment Bank, Analyst
1996 - Present Bankgesellschaft Berlin, Bank
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