<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:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE GROWTH FUND OF SPAIN, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
BANKGESELLSCHAFT BERLIN AG
- -------------------------------------------------------------------------------
(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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[Letter of Bankgesellschaft Berlin AG]
November 5, 1997
Dear Fellow Shareholder of The Growth Fund of Spain, Inc.:
You may have recently received proxy materials from the Board of Directors of
The Growth Fund of Spain, Inc. (the "Fund") for the Special Meeting of
Shareholders (the "Special Meeting") to be held December 3rd, 1997. WE URGE YOU
NOT TO RETURN THE WHITE PROXY CARD YOU MAY RECEIVE FROM THE FUND.
Bankgesellschaft Berlin (the "Bank") seeks your support in electing our two
nominees to the Board of Directors of the Fund at the Special Meeting. The
Bank's two nominees, Gregory L. Melville and Moritz A. Sell, both of whom are
employees of the Bank, 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 net asset value ("NAV") at which the shares of
the Fund trade. We believe that our two nominees will be more committed to
taking prompt action designed to reduce or eliminate the discount from NAV at
which the shares of the Fund trade, and will 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).
The actions which our nominees have indicated that they might urge the full
Board to explore include open-ending the Fund or converting the Fund to a
closed-end interval fund, among others.
We will soon be mailing you our proxy materials which contain information about
our nominees and the reasons why their election to the Board of Directors of
the Fund is in your best interest. Again, we urge you NOT to return any proxy
card that you may have received from the Fund until you have reviewed our proxy
materials. If you have any questions or need further information, please
contact Georgeson & Company Inc., which is assisting us in this solicitation in
opposition to management, toll-fee at 1-800-223-2064.
Pursuant to the rules of the Securities and Exchange Commission, we advise you
that, as of September 22, 1997, the record date for the Special Meeting, the
Bank was the beneficial owner of 1,505,800 shares of the Fund, representing
approximately 9.1% of the outstanding shares and that, as of November 5, 1997,
the Bank was the beneficial owner of 1,610,200 shares of the Fund, representing
approximately 9.7% of the outstanding shares. Based on public filings with the
Securities and Exchange Commission, the Bank is the largest shareholder of the
Fund. In addition, the Bank has sold to third parties an aggregate of 215 puts
covering shares of the Fund, which, if exercised by such third parties, would
require the Bank to acquire an additional 21,5000 shares of the Fund (less than
1% of the outstanding shares). Neither Mr. Melville nor Mr. Sell owns,
beneficially or of record, any shares of the Fund.
Sincerely,
/s/ Serge Demoliere /s/ Dirk Kipp
Serge Demoliere Dirk Kipp
