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Securities and Exchange Commission
Washington, D.C. 20549
------------------------
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a)
(AMENDMENT NO. 4)
The Emerging Germany Fund Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.001 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
290913102
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(CUSIP Number)
Gregory L. Melville
Bankgesellschaft Berlin AG
Alexanderplatz 2
D-10178 Berlin
Germany
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 27, 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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- -------------------- -----------------
CUSIP No.: 290913102 13D Page 2 of 5 Pages
- -------------------- -----------------
===============================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. ID NO. OF ABOVE PERSON
Bankgesellschaft Berlin AG
===============================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP (b) [ ]
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3 SEC USE ONLY
===============================================================================
4 SOURCE OF FUNDS WC
===============================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
===============================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Republic of Germany
===============================================================================
NUMBER OF SOLE VOTING POWER 1,834,500
SHARES ====================================================
BENEFICIALLY SHARED VOTING POWER 0
OWNED ====================================================
BY EACH SOLE DISPOSITIVE POWER 1,834,500
REPORTING ====================================================
PERSON SHARED DISPOSITIVE POWER 0
WITH
===============================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED 1,834,500
BY EACH REPORTING PERSON
===============================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
===============================================================================
13 PERCENT OF CLASS REPRESENTED BY 13.1%
AMOUNT IN ROW (11)
===============================================================================
14 TYPE OF REPORTING PERSON BK
===============================================================================
Page 2 of 5 Pages
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This Amendment No. 3 amends and supplements Item 3 and Item 5 of the Schedule
13D of Bankgesellschaft Berlin AG (the "Bank") with respect to the shares of
Common Stock, par value $.001 per share (the "Common Stock"), of The Emerging
Germany Fund Inc. (the "Fund").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source and amount of the funds used by the Bank to purchase the
1,834,500 shares of Common Stock reported in Item 5(c) was working capital and
aggregated approximately $17,358,386 (exclusive of commissions).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's proxy statement, dated March 17, 1997, relating to the
1997 Annual Meeting of Stockholders states that, as of the close of business on
March 7, 1997, there were 14,008,334 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 1,834,500 shares of Common Stock,
which constitute approximately 13.1% 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) Since September 18, 1997, the date of the filing of Amendment No.
3 to the Schedule 13D relating to its ownership of shares of Common Stock, 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
---- -------------------------- ---------------
September 19, 1997 23,400 $ 10.6250
September 22, 1997 7,800 10.6811
September 24, 1997 1,300 10.8750
September 25, 1997 11,000 10.9886
October 8, 1997 10,000 11.5625
October 23, 1997 1,000 10.3125
October 27, 1997 120,000 10.4063
October 28, 1997 8,000 9.5000
October 30, 1997 20,000 10.2813
(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.
Page 3 of 5 Pages
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(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.
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: November 6, 1997 Bankgesellschaft Berlin AG
By: /s/ Dirk Kipp
--------------------------------
Name: Dirk Kipp
Title: Director
By: /s/ Gregory L. Melville
--------------------------------
Name: Gregory L. Melville
Title: Assistant Director
Page 5 of 5 Pages
