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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
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)
June 9, 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 13 Pages
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CUSIP No.: 399877109 13D Page 2 of 13 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 962,400
SHARES ----------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER 0
OWNED ----------------------------------------------------------
BY EACH SOLE DISPOSITIVE POWER 962,400
REPORTING ----------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 962,400
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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) 5.8%
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14 TYPE OF REPORTING PERSON BK
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Page 2 of 13 Pages
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock, par
value $.01 per share (the "Common Stock"), of The Growth Fund of Spain, Inc.
(the "Fund"), a corporation organized under the laws of the State of Maryland
and registered as an investment company under the Investment Company Act of
1940, as amended (the "Investment Company Act"). The principal executive
offices of the Fund are located at 222 South Riverside Plaza, Chicago,
Illinois 60606.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is being filed by
Bankgesellschaft Berlin AG (the "Bank"), a corporation formed under the laws
of the Federal Republic of Germany. The Bank is a West German banking
organization whose principal offices are located at 2 Alexanderplatz, 10178
Berlin, Germany. The name, business address and principal occupation of each
director and executive officer of the Bank are set forth on Annex A hereto,
which is incorporated by reference. Annex A also sets forth the name, address,
jurisdiction of incorporation and principle business of each shareholder of
the Bank who may be deemed to be in control of the Bank. All information in
this Schedule 13D with respect to the persons listed on Annex A is given to
the knowledge of the Bank.
(d) During the past five years, neither the Bank nor any of
the persons listed on Annex A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither the Bank nor any of
the persons listed on Annex A has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
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.
(f) All of the individuals listed in Annex A are citizens of
the Federal Republic of Germany, except Yves Dermeaux, who is a citizen of
Belgium, David Clark and Zoe Shaw, who are citizens of Great Britain, and Dr.
Erik Blahut, who is a citizen of the Republic of Austria.
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 $12,642,007
(exclusive of commissions).
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock held by the Bank were acquired
for the purpose of
Page 3 of 13 Pages
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investment. Depending upon the Fund's business and prospects, and upon future
developments, the Bank may from time to time purchase additional shares of
Common Stock, dispose of all or a portion of the shares of Common Stock it
holds, or cease buying or selling shares of Common Stock. Factors that may
influence the Bank's decision to purchase additional shares or to sell all or
a portion of its holdings include, but are not limited to, the level of
discount from net asset value ("NAV"), the performance of the shares in the
market, the availability of funds, alternative uses of funds, stock and money
market conditions, and general economic conditions. Any additional purchases
or sales of the shares may be in the open market, in privately-negotiated
transactions, or otherwise.
The recent level of the discount from NAV at which the
shares of Common Stock have traded has been a significant factor in the Bank's
decision to purchase shares. With a view to maximizing the return on its
investment in the shares of Common Stock, the Bank is considering possible
actions that it could take if the discount from NAV remains at current levels.
Such actions include, but are not limited to, urging the board of the Fund to
initiate the process of open-ending the Fund, urging the board of the Fund to
commence an issuer tender offer or other repurchase program, or urging the
board of the Fund to liquidate the Fund. The Bank may also consider increasing
its ownership of shares of Common Stock to as much as a majority or more of
the outstanding shares, seeking representation on the Fund's board, soliciting
proxies with respect to the Fund, or other courses of action. (For certain
purposes, including any amendment to the Fund's Articles of Incorporation to
open-end the Fund and the liquidation of the Fund, the Articles require the
affirmative vote of 75 percent of the outstanding shares of the Fund.) The
Bank has not determined to pursue any particular course of action, and,
depending upon the factors listed above and other relevant circumstances, may
determine not to pursue any such actions and instead to hold or dispose at any
time of all or a portion of its shares of Common Stock.
Except as described in this Item 4, the Bank has not
formulated any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities
of the Fund, or the disposition of securities of the Fund;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the Fund;
(c) a sale or transfer of a material amount of assets of the
Fund;
(d) any change in the present board or management of the
Fund, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of the Fund;
Page 4 of 13 Pages
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(f) any other material change in the Fund's business or
corporate structure, including, but not limited to, any plans or proposals to
make any changes in the Fund's investment policies for which a vote is
required by Section 13 of the Investment Company Act;
(g) any changes in the Fund's charter, by-laws, or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Fund by any person;
(h) causing a class of securities of the Fund to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in any inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Fund becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
The Bank will review its investment in the Fund from time to
time and reserves the right to take or not take any action it deems to be in
its best interest or to change its intention as set forth in this Item 4.
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 962,400 shares of Common
Stock, which constitute approximately 5.8% 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:
Average
Date Number of Shares Purchased Price Per Share
- --------------------- ------------------------------ ----------------------
April 22, 1997 1,400 $12.625
April 24, 1997 1,500 12.875
April 25, 1997 20,600 12.871
May 1, 1997 14,100 12.875
May 5, 1997 6,000 13.375
Page 5 of 13 Pages
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Average
Date Number of Shares Purchased Price Per Share
- --------------------- ------------------------------ ----------------------
May 15, 1997 10,300 13.750
May 16, 1997 19,800 13.750
May 19, 1997 33,000 13.871
May 20, 1997 4,600 14.000
May 21, 1997 17,000 14.375
May 22, 1997 20,000 14.375
May 23, 1997 700 14.250
May 28, 1997 10,500 14.380
May 29, 1997 100,000 14.315
June 2, 1997 12,700 14.049
June 3, 1997 8,500 14.075
June 5, 1997 3,200 14.125
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
(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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Bank does not have any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with
respect to any securities of the Fund, including, but not limited to, the
transfer or voting of any such securities, finders' 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
None.
Page 6 of 13 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: June 18, 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 7 of 13 Pages
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ANNEX A
Unless otherwise indicated, the business address for all
individuals listed in this Annex A is Bankgesellschaft Berlin AG,
Alexanderplatz 2, 10178 Berlin Federal Republic of Germany.
MEMBERS OF THE MANAGING BOARD
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Name and Address Principal Occupation
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Dr. Wolfgang Rupf Speaker of the Managing Board of Bankgesellschaft
Berlin AG
Dr. Knuth Fischer Member of the Managing Board of Bankgesellschaft
Berlin AG
Karl Lotter Member of the Managing Board of Bankgesellschaft
Berlin AG
Hans Leukers Member of the Managing Board of Bankgesellschaft
Berlin AG
Leopold Trobinger Member of the Managing Board of Bankgesellschaft
Berlin AG
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EXECUTIVE OFFICERS
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Name and Address Principal Occupation
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Dr. Herbert Alisch Managing Director of Bankgesellschaft
Bankgesellschaft Berlin AG Berlin AG
Konzern-Finanzen und Beteiligungen
Hardenbergstrasse 32
10623 Berlin
Federal Republic of Germany
Willi Bohmer Managing Director of Bankgesellschaft
Berlin AG
Peter Konig Managing Director of Bankgesellschaft
Berlin AG
Dr. Dietrich Beier Managing Director of Bankgesellschaft
Berlin AG
Hans Joachim Bley Managing Director of Bankgesellschaft
Berlin AG
Jochen W. Sawahn Managing Director of Bankgesellschaft
Berlin AG
Dr. Joachim Preussner Managing Director of Bankgesellschaft
Berlin AG
Heinrich Honerlage Managing Director of Bankgesellschaft
Konzern-Revision Berlin AG
Bankgesellschaft Berlin AG
Otto-Braun-Strasse 90
10149 Berlin
Federal Republic of Germany
Stefan Tragler Managing Director of Bankgesellschaft
Konzern-Revision Berlin AG
Bankgesellschaft Berlin AG
Otto-Braun-Strasse 90
10149 Berlin
Federal Republic of Germany
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Name and Address Principal Occupation
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Artur Fischer Managing Director of Bankgesellschaft
Konzern-Organisation Berlin AG
Bankgesellschaft Berlin AG
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
Wolfgang Gunther Managing Director of Bankgesellschaft
Konzern-Organisation Berlin AG
Bankgesellschaft Berlin AG
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
Helmut Ramthun Managing Director of Bankgesellschaft
Konzern-Organisation Berlin AG
Bankgesellschaft Berlin AG
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
Hans-Jurgen Meyer Managing Director of Bankgesellschaft
Compliance Officer Berlin AG
Bankgesellschaft Berlin AG
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
Joachim Antczack Managing Director of Bankgesellschaft
Stabsstelle Berlin AG
Investment Banking/Back Office
Brunnenstrasse 111
13355 Berlin
Federal Republic of Germany
Wolfgang Stockel Managing Director of Bankgesellschaft
Berlin AG
Heinz-Dieter Gottschalk Managing Director of Bankgesellschaft
Berlin AG
Jochen Zimmermann Managing Director of Bankgesellschaft
Berlin AG
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Name and Address Principal Occupation
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Frank-Michael Boenke Managing Director of Bankgesellschaft
Berlin AG
Georg-Heinrich Sieveking Managing Director of Bankgesellschaft
Berlin AG
Hadi Saidi Managing Director of Bankgesellschaft
Berlin AG
Gerhard Richter Managing Director of Bankgesellschaft
Berlin AG
Zoe Shaw Managing Director of Bankgesellschaft
Asset-Backed Transaktionen Berlin AG
Bankgesellschaft Berlin AG
London Branch
1 Crown Court
Cheapside
London EC2V 6JP
Dr. Karl-Friedrich Hirschhauser Managing Director of Bankgesellschaft
Berlin AG
Gunther Laubner Managing Director of Bankgesellschaft
Berlin AG
Mr. David Clark General Manager of Bankgesellschaft
Bankgesellschaft Berlin AG Berlin AG
London Branch
1 Crown Court
Cheapside
London EC2V 6JP
Mr. Yves Dermeaux General Manager of Bankgesellschaft
Bankgesellschaft Berlin AG Berlin AG
London Branch
1 Crown Court
Cheapside
London EC2V 6JP
Dr. Erik Blahut Managing Director of Bankgesellschaft
Berlin AG
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Name and Address Principal Occupation
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Serge Demoliere Managing Director of Bankgesellschaft
Berlin AG
Thomas W. Meyer Managing Director of Bankgesellschaft
Berlin AG
Hans-Werner Wilms Managing Director of Bankgesellschaft
Berlin AG
Tim Kettemann
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SHAREHOLDERS WHO MAY BE DEEMED TO CONTROL THE BANK
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The following shareholders of the Bank may be deemed to
control the Bank:
The City of Berlin
Gothaer Beteiligungsgesellschaft, an affiliate of an insurance company formed
under the laws of the Federal Republic of Germany, whose principal address is
Lutzowstrasse 89, 10785 Berlin, Germany, and whose principal shareholders are
Gothaer Versicherungs Bank AG (principal office: Gothaer Allee 1, 50672, Koln,
Germany), Gothaer Lebenversicherung AG (principal office: Gothaer Platz 2-8,
37069 Gottingen, Germany) and Norddeutsche Landesbank Girozentrale NORD/LB
(principal address is Georgplatz 1, D-30159, Hannover, Germany).
Norddeutsche Landesbank Girozentrale NORD/LB, a bank formed under the laws of
the Federal Republic of Germany, whose principal address is Georgplatz 1,
D-30159, Hannover, Germany.
Page 13 of 13 Pages
