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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. 6)
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)
Dirk Kipp
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)
May 12, 1998
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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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CUSIP No.: 399877109 13D Page 2 of 5 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 1,877,800
SHARES ----------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER 0
OWNED ----------------------------------------------------------
BY EACH SOLE DISPOSITIVE POWER 1,817,800
REPORTING ----------------------------------------------------------
PERSON WITH SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED 1,877,800
BY EACH REPORTING PERSON
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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 11.3%
AMOUNT IN ROW (11)
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14 TYPE OF REPORTING PERSON BK
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Page 2 of 5 Pages
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This Amendment No. 6 amends and supplements Items 4 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 4. PURPOSE OF TRANSACTION
On May 12, 1998, the Bank, as one of the largest shareholders of the
Fund, mailed a letter to the Fund in which it stated that it would vote the
shares of Common Stock of the Fund held by it against the proposed merger of
the Fund and Scudder Spain and Portugal Fund. A copy of the letter is attached
to this Amendment No. 6 as an exhibit.
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 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter, dated May 12, 1998, from Bankgesellschaft Berlin AG to The
Growth Fund of Spain, Inc.
Page 3 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: May 14, 1998 BANKGESELLSCHAFT BERLIN AG
By: /s/ Dirk Kipp
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Name: Dirk Kipp
Title: Director
By: /s/ Bartho Schroeder
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Name: Bartho Schroeder
Title: Director
Page 4 of 5 Pages
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EXHIBIT 1
[Letterhead of Bankgesellschaft Berlin AG]
May 12, 1998
Board of Directors
The Growth Fund of Spain, Inc.
222 South Riverside Plaza
Chicago, IL 60606
USA
Dear Sirs:
Bankgesellschaft Berlin AG is a large shareholder in the Growth Fund
of Spain (GSP) with 1,877,800 shares (11.35%).
We have discussed in great detail the proposed merger of GSP with the
Scudder Spain and Portugal Fund (IBF) with Messrs. Melville and Sell. Although
the arguments from Scudder Kemper may apply to some investors, they do not
address our concerns sufficiently and we will vote against the proposal for GSP
to merge with the Scudder Spain and Portugal fund with an eventual redemption
offer.
On December 3, 1997, a press release was issued stating that Scudder
was requested to "recommend various proposals...to enable shareholders of the
Fund to elect to receive the net asset value of the Fund's holdings." The
proposal which you have approved might allow shareholders to redeem their
investment at net asset value (NAV) depending on a long list of requirements to
include IRS rulings (which may not be received) and with restrictions with
regard to the amount of shares in total which may be redeemed. If the
redemption is oversubscribed and therefore canceled because more than 75% of
shareholders of either fund want to receive NAV on their investment (more than
necessary to approve an open-ending vote), there is no definitive commitment to
allow shareholders to receive NAV.
On December 11, 1997, a press release was issued stating "The Board
recognizes that a substantial number of shareholders of the Fund have expressed
support for the Bank's platform and is committed to work diligently with the
Bank's nominees in reducing or eliminating the discount from NAV." Based upon
the 6-2 vote on the proposal, it does not appear that this was successful.
We are disappointed that you are submitting a proposal to shareholders
which does not appear to have a chance to succeed and which will cost
shareholders a significant amount of money.
/s/ Serge Demoliere /s/ Dirk Kipp
Page 5 of 5 Pages
