<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE GROWTH FUND OF SPAIN, INC.
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(Name of Registrant as Specified in its Charter)
BANKGESELLSCHAFT BERLIN AG
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
PRELIMINARY COPY -- SUBJECT TO COMPLETION
Bankgesellschaft Berlin AG
Alexanderplatz 2
D-10178 Berlin
Germany
Dear Fellow Shareholder of The Growth Fund of Spain, Inc. (the "Fund"):
As the largest shareholder of the Fund (based on public filings with
the Securities and Exchange Commission), we are deeply concerned about the
persistent discount from net asset value ("NAV") of the shares of the Fund.
According to the Closed-End Fund Digest (October 1997), the shares of the Fund
traded at an average discount of 19.55% from their NAV during the 52 weeks
ended September 26, 1997. We seek your support in electing our two nominees to
the Board of Directors of the Fund at the Special Meeting of Shareholders of
the Fund scheduled for December 3, 1997. Our two nominees, Gregory L. Melville
and Moritz A. Sell, have indicated to us that, if elected to the Board of
Directors of the Fund, they will be committed to exploring methods of reducing
or eliminating the discount from NAV of the shares of the Fund. We believe that
our two nominees will be more committed to taking prompt action designed to
reduce or eliminate the persistent discount from NAV at which the shares of the
Fund have traded, and otherwise represent the interests of all shareholders of
the Fund, than the two directors nominated by the Fund (each of whom is
affiliated with the Fund's proposed new investment manager). Such actions might
include open-ending the Fund or converting the Fund to a closed-end interval
fund, among others. PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY IN THE
POSTAGE-PREPAID ENVELOPE WHICH HAS BEEN PROVIDED. It is important that you not
return any proxy card sent to you by the Fund. If you have returned the [WHITE]
proxy card sent to you by the Fund, you have the right to revoke that proxy and
vote for our nominees by signing, dating and mailing a later dated BLUE proxy
card in the envelope provided. If you have any questions, please contact
Georgeson & Company Inc., who is assisting us in the solicitation, toll-free at
1-800-223-2064.
Sincerely yours,
Bankgesellschaft Berlin AG
<PAGE>
PRELIMINARY COPY -- SUBJECT TO COMPLETION
PROXY STATEMENT IN OPPOSITION TO
THE SOLICITATION BY THE BOARD OF DIRECTORS OF
THE GROWTH FUND OF SPAIN, INC.
SPECIAL MEETING OF SHAREHOLDERS
To be held on December 3, 1997
To Our Fellow Shareholders:
This Proxy Statement and the enclosed BLUE proxy card are being
furnished to holders of record on September 22, 1997 (the "Record Date") of
shares of common stock, par value $.01 per share (the "Common Stock"), of The
Growth Fund of Spain, Inc., a Maryland corporation (the "Fund"), by
Bankgesellschaft Berlin AG, a German banking organization (the "Soliciting
Shareholder"), in connection with the solicitation of proxies by the Soliciting
Shareholder for use at the Special Meeting of shareholders of the Fund (the
"Special Meeting") to be held on Wednesday, December 3, 1997 at 2:30 p.m.,
Chicago time, and any and all adjournments or postponements thereof. The
Special Meeting will be held in the Presentation Room on the 32nd Floor at the
offices of the Fund, located at 222 South Riverside Plaza, Chicago, Illinois.
The Special Meeting is one of a number of joint special meetings of Kemper
Closed-End Funds scheduled for the same time and place. This Proxy Statement
and the accompanying BLUE proxy card are first being sent to shareholders of
the Fund on or about __________, 1997.
The Soliciting Shareholder is soliciting your proxy in support of the
election of its two nominees to the Board of Directors of the Fund (the
"Board"). The Soliciting Shareholder believes that its nominees will better
represent the interests of the shareholders of the Fund, especially when the
Board is faced with decisions regarding the reduction or elimination of the
persistent discount from net asset value ("NAV") at which the shares of Common
Stock have traded, than the individuals nominated to the Board by the other
members of the Board.
A BLUE proxy card which is properly signed, dated, returned and not
revoked will be voted for each of the nominees named herein, except to the
extent that the authority to vote for one of such nominees is withheld.
Discretionary authority is provided in the proxy sought hereby as to other
business as may properly come before the meeting of which the Soliciting
Shareholder is not aware as of the date of this Proxy Statement and matters
incident to the conduct of the Special Meeting, which discretionary authority
will be exercised in accordance with Rule 14a-4 promulgated by the Securities
and Exchange Commission (the "Commission").
The Fund currently has a total of seven directors, divided into three
classes. (One directorship is vacant and will be filled at the Special Meeting,
so that the Board will then have a total of eight directors.) There are two
Class I directors, whose terms expire in 1998, three Class II directors, whose
terms expire in 1999, and three Class III directors, whose terms expire in
2000. One of the directors to be elected at the Special Meeting will be a Class
II director and one of the
<PAGE>
directors to be elected at the Special Meeting will be a Class III director.
The Soliciting Shareholder proposes Moritz A. Sell as the Class II director to
be elected at the Special Meeting and Gregory L. Melville as the Class III
director to be elected at the Special Meeting. BLUE proxy cards which are
properly signed, dated and returned will be voted in a manner consistent with
this proposal.
VOTING, QUORUM
Only shareholders of record on the Record Date will be entitled to
vote at the Special Meeting. According to the proxy statement distributed by
the Board of Directors in connection with the Special Meeting (the "Fund Proxy
Statement"), there were 16,544,593 shares of Common Stock issued and
outstanding on September 22, 1997. Holders of record on the Record Date will be
entitled to cast one vote on each matter for each share of Common Stock held by
them. Shares of Common Stock do not have cumulative voting rights. Directors of
the Fund are elected by a plurality of the votes cast.
In tallying shareholder votes, abstentions and "broker non-votes"
(i.e., shares held by brokers or nominees as to which (a) instructions have not
been received from the beneficial owners or persons entitled to vote and (b)
the broker or nominee does not have discretionary voting power on a particular
matter) will be counted for purposes of determining whether a quorum is present
for purposes of convening the Special Meeting. Abstentions and broker non-votes
will have no effect in the election of directors; the two nominees receiving
the largest number of votes will be elected.
At least 50% of the shares of Common Stock must be present, in person
or by proxy, in order to constitute a quorum for the transaction of business.
REVOCATION OF PROXIES
Any proxy given in connection with the Special Meeting (whether given
to the Fund or to the Soliciting Shareholder) may be revoked at any time prior
to the voting thereof at the Special Meeting by delivering a written revocation
of his or her proxy to the Secretary of the Fund or with the presiding officer
at the Special Meeting, by executing and delivering a later dated proxy to the
Soliciting Shareholder or the Fund or their solicitation agents, or by voting
in person at the Special Meeting. Attendance at the Special Meeting will not in
and of itself revoke a proxy.
There is no limit on the number of times that a shareholder may revoke
his or her proxy prior to the Special Meeting. Only the latest dated, properly
signed proxy card will be counted.
IF YOU HAVE ALREADY SENT A [WHITE] PROXY CARD TO THE BOARD OF
DIRECTORS OF THE FUND, YOU MAY REVOKE THAT PROXY AND VOTE FOR THE NOMINEES OF
THE SOLICITING SHAREHOLDER BY SIGNING, DATING AND MAILING THE ENCLOSED BLUE
PROXY CARD IN THE ENVELOPE PROVIDED.
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<PAGE>
INFORMATION CONCERNING THE SOLICITING SHAREHOLDER
The Soliciting Shareholder is one of the largest banking organizations
in Germany, with over 343.8 billion German marks in assets as of June 30, 1997
and equity capital of over 8.1 billion German marks as of June 30, 1997
(equivalent to approximately $197.6 billion and $4.6 billion, respectively, at
prevailing exchange rates at June 30, 1997). The principal executive offices of
the Soliciting Shareholder are located at Alexanderplatz 2, D-10178 Berlin,
Germany. As of the date of this Proxy Statement, the Soliciting Shareholder
owned ______ shares of Common Stock, representing approximately ___% of the
issued and outstanding shares of Common Stock. The Soliciting Shareholder is
the largest shareholder of the Fund (based on public filings with the
Securities and Exchange Commission). The Soliciting Shareholder owns shares in
a number of other closed-end mutual funds, including three others in which it
owns more than 5% of the outstanding shares. The Soliciting Shareholder has not
solicited proxies in opposition to the solicitation of proxies by the
management of any other closed-end fund in which it has an equity interest,
although it reserves the right to do so in the future.
On October 7, 1997, the Soliciting Shareholder sent the letter
attached hereto as Exhibit 1 to the Fund. In such letter, the Soliciting
Shareholder requested that the Audit and Governance Committee of the Fund
nominate the Soliciting Shareholder's nominees to the Board of Director of the
Fund. On October 14, 1997, Kemper Funds sent the letter attached hereto as
Exhibit 2 to the Soliciting Shareholder. In such letter, Kemper Funds stated
that the Soliciting Shareholder's nominees would be considered at the next
regularly scheduled meeting of the Audit and Governance Committee. In a
conversation with the Fund, the Soliciting Shareholder was informed that the
Soliciting Shareholder's proposal regarding its nominees was submitted too late
for the Audit and Governance Committee to consider for inclusion in the Fund
Proxy Statement relating to the Special Meeting.
Exhibit 3 attached hereto sets forth information concerning purchases
of shares of Common Stock of the Fund by the Soliciting Shareholder during the
last two years. During such period, the Soliciting Shareholder has not sold any
shares of the Fund.
REASONS FOR THE SOLICITATION
The Soliciting Shareholder has determined to undertake this proxy
solicitation because it believes management of the Fund is not truly committed
to reducing or eliminating the discount to NAV at which the shares of Common
Stock trade. According to the Closed-End Fund Digest (October 1997), the shares
of the Fund traded at an average discount of 19.55% from their NAV during the
52 weeks ended September 26, 1997. The Soliciting Shareholder is not aware of
any meaningful attempts by the Board of Directors of the Fund to reduce or
eliminate the discount during the past year. Moreover, in the proxy statement
relating to the 1996 Annual Meeting of the Fund Shareholders, held in May 1996,
the Board of Directors recommended that the shareholders of the Fund vote
against a proposal to open-end the Fund and against a shareholder proposal to
allow the Fund to repurchase its shares at NAV on a periodic basis. The purpose
of both proposals was to eliminate or reduce the discount from NAV at which the
shares of Common Stock traded.
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<PAGE>
According to a July 25, 1996 story by Bloomberg news service , the proposal to
permit the Fund to purchase its shares on a periodic basis was approved by a
majority of the shareholders, but the Board of Directors of the Fund "decided
the proposal wasn't in shareholders' best interests."
The two nominees to the Board proposed by the Board are both
affiliated with Scudder, Stevens & Clark, Inc., a majority interest in which
will be acquired by Zurich Insurance Company ("Zurich"), the parent company of
the Fund's current investment manager. Upon completion of the acquisition,
Scudder will changes its name to Scudder Kemper Investments, Inc. ("SKI") and
the Fund's current investment manager will be combined with SKI. The Soliciting
Shareholder proposes to nominate to the Board of the Fund two individuals who
have no affiliation with the Fund's investment manager and who have indicated
that they will be committed, on behalf of all Fund shareholders, to exploring
methods of reducing or eliminating the discount from NAV of the shares of the
Fund. Such methods might include committing the Fund to disseminating NAV on a
daily basis, converting the Fund to a closed-end interval fund, open-ending the
Fund, or merging the Fund with an open-end fund, among others.
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 professional experience would prove to be an
asset to the Fund.
Shareholders of the Fund should note that even if the Soliciting
Shareholder's nominees are elected to the Board of Directors of the Fund, they
will constitute only two of the eight members of the Board of Directors. For
these and other reasons, there can be no assurance that, even if the Soliciting
Shareholder's nominees are elected, that the discount from NAV at which the
shares of Common Stock trade will be reduced or eliminated. The Soliciting
Shareholder has not made any decision as to whether or not it will solicit
proxies in future election contests involving the Fund.
THE NOMINEES
BLUE proxy cards which are signed, dated and returned to the
Soliciting Shareholder or its agent, Georgeson & Company Inc. ("Georgeson"),
will be voted in favor of the election of Gregory L. Melville and Moritz A.
Sell. Messrs. Melville and Sell have furnished the Soliciting Shareholder with
the following information concerning their employment history and certain other
matters:
Name Age Present Principal Occupation
- ---- --- ----------------------------
Gregory L. Melville 41 Assistant Director of Bankgesellschaft
Berlin AG
Moritz A. Sell 30 Market Strategist at Bankgesellschaft
Berlin AG
Both Mr. Melville and Mr. Sell are United States citizens. Neither Mr.
Melville nor Mr. Sell owns, beneficially or of record, any shares of Common
Stock. The principal business address of Messrs. Melville and Sell is c/o the
Soliciting Shareholder, Alexanderplatz 2, D-10178 Berlin, Germany.
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<PAGE>
GREGORY L. MELVILLE. Mr. Melville has been an Assistant Director of
the Soliciting Shareholder since July 1995. From 1990 until June 1995, Mr.
Melville was a Vice President of Salomon Brothers Inc., an investment bank,
working at Salomon Brothers AG, a subsidiary in Germany. From 1989 through
1990, Mr. Melville was employed by Devon Systems, a software manufacturer for
securities firms, as a consultant to customers of Devon Systems. From 1983
through 1989, Mr. Melville was self-employed in the financial services
industry. Mr. Melville served as a finance officer in the United States Army
from 1978 through 1983. He received a Bachelor of Science degree from the
United States Military Academy at West Point in 1978.
MORITZ A. SELL. Mr. Sell has been a Market Strategist at the
Soliciting Shareholder since November 1996. From October 1995 until May 1996,
Mr. Sell was an analyst at Barclays de Zoete Wedd, an investment bank. From
1990 through 1993, Mr. Sell was a Derivatives Trader at the Canadian Imperial
Bank of Commerce and, from 1993 through April 1994, Mr. Sell was a Derivatives
Trader at the Canadian Imperial Bank of Commerce and a Vice President of CIBC
Inc., a subsidiary of the Canadian Imperial Bank of Commerce. Mr. Sell received
a Bachelor of Arts degree in Economics from George Washington University in
1989.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information as of the date of
this Proxy Statement regarding the beneficial ownership of shares of Common
Stock by each beneficial owner of more than 5% of the outstanding shares of
Common Stock, based upon information contained in filings with the Commission
(except that information with regard to the Soliciting Shareholder reflects the
number of shares of Common Stock beneficially owned by the Soliciting
Shareholder as of the date of this Proxy Statement and is more current than the
information contained in the Soliciting Shareholder's filings with the
Commission). Unless otherwise noted, each individual or entity named below has
sole voting and investment power with respect to the shares indicated:
Name and Address No. of Shares Owned Percentage of Class
- ---------------- ------------------- -------------------
Bankgesellshaft Berlin AG
Alexanderplatz 2
D-10178 Berlin
Germany
Stichting Azko Pensioenfonds(1) 965,000 5.8%
Jansbuitensingel 30
Postbox 1002
6801 ME Arnhem
Netherlands
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(1) According to a Schedule 13D filed by Stichting Azko Pensioenfonds
("Stichting") in March 1992, Stichting is the beneficial owner of 965,000
shares of Common Stock. Stichting has not subsequently
- 5 -
<PAGE>
publicly filed an amendment to its Schedule 13D. However, the Fund Proxy
Statement, which lists all holders of more than 5% of the Fund's shares, does
not include Stichting as such a holder.
According to the Fund Proxy Statement, officers and directors of the
Fund own an aggregate of 3,306 shares of Common Stock, representing less than
1% of the outstanding shares.
THE SOLICITATION
The Soliciting Shareholder has retained Georgeson to assist and to
provide advisory services in connection with this proxy solicitation for which
it will be paid a fee of $25,000 and will be reimbursed for reasonable
out-of-pocket expenses. The Soliciting Shareholder will indemnify Georgeson
against certain liabilities and expenses in connection with this proxy
solicitation, including liabilities under the federal securities laws. Other
than the nominees, no officers, directors or employees of the Soliciting
Shareholder will solicit proxies.
Banks, brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward this Proxy Statement and the accompanying BLUE
proxy card to the beneficial owner of shares of Common Stock for whom they hold
of record and the Soliciting Shareholder will reimburse them for their
reasonable out-of-pocket expenses.
The expenses related to this proxy solicitation will be borne by the
Soliciting Shareholder. The Soliciting Shareholder believes that its efforts
and this solicitation will enhance the value of all shareholders' investments
in the Fund. It intends to seek reimbursement of its expenses related to this
proxy solicitation from the Fund only to the extent permitted by law. The
Soliciting Shareholder does not intend to seek shareholder approval of such
reimbursement unless such approval is required by law. The Soliciting
Shareholder estimates that the total amount of expenses to be incurred by it in
this proxy solicitation will be approximately $______. Expenses to date have
been approximately
$__________.
If you have any questions concerning this Proxy Solicitation or the
procedures to be followed to execute and deliver a proxy, please contact
Georgeson at:
Georgeson & Company, Inc.
Wall Street Plaza, 30th Floor
New York, New York 10005
Call Toll-Free: 1-800-223-2064
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<PAGE>
PRELIMINARY COPY -- SUBJECT TO COMPLETION
PROXY CARD
PROXY SOLICITED IN OPPOSITION TO
THE BOARD OF DIRECTORS OF
THE GROWTH FUND OF SPAIN
BY
BANKGESELLSCHAFT BERLIN AG
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 3, 1997
The undersigned hereby appoints _____________________ and _________________,
and each of them, as the undersigned's proxies, with full power of substitution
to attend the Special Meeting of Stockholders of The Growth Fund of Spain, Inc.
(the "Fund") to be held in the Presentation Room on the 32nd Floor at the
offices of the Fund, 222 South Riverside Plaza, Chicago, Illinois, on
Wednesday, December 3, 1997, at 2:30 p.m., Chicago time, and any adjournment or
postponement(s) thereof, and to vote on all matters that may come before such
meeting the number of shares that the undersigned would be entitled to vote,
with all the power the undersigned would possess if present in person, as
follow:
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF DIRECTORS.
FOR all nominees listed below. WITHHOLD AUTHORITY
(except as indicated to the to vote for all nominees
contrary below) [ ] listed below [ ]
GREGORY L. MELVILLE
MORITZ A. SELL
If you wish to withhold authority to vote for the election of any
individual nominee, write the name of that nominee below.
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2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, AND ANY AND ALL
ADJOURNMENTS OR POSTPONEMENTS THEREOF, AS PROVIDED IN THE PROXY STATEMENT
PROVIDED HEREWITH.
IMPORTANT - PLEASE SIGN AND DATE THE REVERSE SIDE.
<PAGE>
SHARES WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE IN ITEM 1. THE UNDERSIGNED
HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT DATED ______________, 1997
OF BANKGESELLSCHAFT BERLIN AG. THE UNDERSIGNED HEREBY REVOKES ANY PROXY
HERETOFORE EXECUTED BY THE UNDERSIGNED RELATING TO THE SUBJECT MATTER HEREOF
AND CONFIRMS ALL THAT THE PROXIES MAY LAWFULLY DO BY VIRTUE HEREOF.
(IMPORTANT - PLEASE FILL IN DATE)
This proxy card is provided by Bankgesellschaft Berlin AG, a stockholder of the
Fund.
Please sign exactly as your name appears hereon or on proxy cards previously
sent to you. When shares are held by joint tenants, both should sign. When
signing as an attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name
by the President or other duly authorized officer. If a partnership, please
sign in partnership name by authorized person.
SIGNATURE(S) Dated:
----------------------------------- ------------------------
Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and other signing in a representative capacity should
include their names and the capacity in which they sign.
<PAGE>
EXHIBIT 1
[Letterhead of Bankgesellschaft Berlin AG]
October 7, 1997
The Growth Fund of Spain, Inc.
222 South Riverside Plaza
Chicago, IL 60606
USA
Attention: Philip J. Collora, Secretary
Dear Mr. Collora:
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 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
<PAGE>
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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<PAGE>
ANNEX A
Gregory L. Melville (born July 22, 1956)
US Citizen
B.S. Engineering, 1978, United States Military Academy, West Point
1978 - 1983 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, 1967)
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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<PAGE>
EXHIBIT 2
[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.
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
--------------------------------
Philip J. Collora
Secretary
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<PAGE>
EXHIBIT 3
ALL SECURITIES OF THE FUND PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE SOLICITING SHAREHOLDER
Except as disclosed in this Proxy Statement, neither the Soliciting
Shareholder nor its nominees for election to the Board of Directors of the Fund
has, or had, any interest, director or indirect, by security holdings or
otherwise, in the Fund. The following table sets forth certain information with
respect to purchases of shares of Common Stock by the Soliciting Shareholder.
Neither of the Soliciting Shareholder's nominees owns any shares of Common
Stock. Neither the Soliciting Shareholder nor either of its nominees for
election to the Board of Directors of the Fund has sold any shares of Common
Stock in the last two years. The Soliciting Shareholder has sold puts covering
the shares of Common Stock to third parties. If such puts are exercised by such
third parties, the Soliciting Shareholder will acquire an additional ______
shares of Common Stock, representing less than 1% of the outstanding shares.
Purchases of shares of Common Stock by the Soliciting Shareholder
Date Number of Shares Purchased
---- --------------------------
February 21, 1997 75,700
February 24, 1997 33,600
February 25, 1997 35,000
February 26, 1997 84,300
February 27, 1997 46,600
February 28, 1997 27,300
March 3, 1997 35,000
March 4, 1997 5,500
March 5, 1997 10,000
March 6, 1997 9,000
March 7, 1997 6,500
March 21, 1997 26,700
April 2, 1997 10,000
April 3, 1997 3,900
April 4, 1997 40,000
April 10, 1997 16,000
April 11, 1997 50,000
April 14, 1997 1,700
April 15, 1997 3,000
April 16, 1997 8,000
April 22, 1997 1,400
April 24, 1997 1,500
April 25, 1997 20,600
May 1, 1997 14,100
<PAGE>
Date Number of Shares Purchased
---- --------------------------
May 5, 1997 6,000
May 15, 1997 10,300
May 16, 1997 19,800
May 19, 1997 33,000
May 20, 1997 4,600
May 21, 1997 17,000
May 22, 1997 20,000
May 23, 1997 700
May 28, 1997 10,500
May 29, 1997 100,000
June 2, 1997 12,700
June 3, 1997 8,500
June 5, 1997 3,200
June 9, 1997 41,700
June 10, 1997 73,500
June 12, 1997 5,500
June 16, 1997 15,000
June 17, 1997 20,400
June 23, 1997 51,000
June 24, 1997 21,000
June 27, 1997 5,000
July 3, 1997 5,300
July 7, 1997 9,200
July 9, 1997 23,200
July 21, 1997 20,000
July 28, 1997 60,000
July 30, 1997 5,000
August 4, 1997 170,000
August 5, 1997 6,600
August 8, 1997 100
August 11, 1997 10,000
August 12, 1997 5,000
August 19, 1997 30,000
August 21, 1997 8,600
August 22, 1997 4,200
August 26, 1997 7,400
August 27, 1997 3,200
August 28, 1997 7,400
August 29, 1997 3,200
September 3, 1997 49,700
September 4, 1997 5,900
September 5, 1997 3,800
September 11, 1997 7,100
- 2 -
<PAGE>
Date Number of Shares Purchased
---- --------------------------
September 12, 1997 8,700
September 15, 1997 8,400
September 16, 1997 3,700
September 22, 1997 700
September 23, 1997 1,500
September 24, 1997 5,900
October 22, 1997 2,200
October 23, 1997 10,000
October 24, 1997 50,300
October 27, 1997 1,900
October 28, 1997 400
- 3 -
