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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. 5)
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)
December 12, 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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<TABLE>
SCHEDULE 13D
CUSIP NO. 399877109 PAGE 2 OF 5 PAGES
<S> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Bankgesellschaft Berlin AG
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(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 ITEMS 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 1,817,300
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED ------------------------------------------------------
BY EACH 9. SOLE DISPOSITIVE POWER 1,817,300
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,817,300
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12. CHECK BOX 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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</TABLE>
Page 2 of 5 Pages
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This Amendment No. 5 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 $25,312,636
(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 Shareholders of the Fund (the "Special Meeting") 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.
The Special Meeting was adjourned until December 11, 1997. On
December 12, 1997 the inspector of elections for the Special Meeting announced
that the Bank's nominees had received a plurality of the votes cast at the
Special Meeting for the election of directors. The Bank's nominees will take
office upon the merger transaction described in the Fund's proxy statement
relating to the Special Meeting. Pursuant to such transactions, Zurich
Insurance Company, the parent company of the Fund's current investment manager,
will acquire a majority interest in Scudder, Stevens & Clark, Inc. ("Scudder")
and the Funds' current investment manager will be combined with or acquired by
Scudder.
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 1,817,300 shares of
Common Stock, which constitute approximately 11.0% of the outstanding shares of
Common Stock.
Page 3 of 5 Pages
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(b) The Bank has sole power to vote and to dispose of the
shares of Common Stock owned by it.
(c) Since the date of filing Amendment No. 4 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
- ----------------- ------------------------------- ---------------------
December 2, 1997 4,300 $17.125
(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.
Reference is made to item 6 of this Amendment No. 5, 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 665 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 66,500 share of Common
Stock, representing less than 1% of the outstanding shares of Common Stock.
Page 4 of 5 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: December 16, 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 5 Pages
