<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
-------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
The France Growth Fund, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
35177K108
- -------------------------------------------------------------------------------
(CUSIP Number)
Moritz A. Sell
Bankgesellschaft Berlin AG
Alexanderplatz 2
D-10178 Berlin
Germany
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 1998
- -------------------------------------------------------------------------------
(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 12 Pages
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CUSIP No.: 35177K108 13D Page 2 of 12 Pages
<TABLE>
<CAPTION>
<S> <C> <C>
- ------------------------------------------------------------------------------------------
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) [ ]
- ------------------------------------------------------------------------------------------
3 SEC USE ONLY
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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 1,495,400
SHARES
- ------------------------------------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER 0
OWNED
- ------------------------------------------------------------------------------------------
BY EACH SOLE DISPOSITIVE POWER 1,495,400
REPORTING
- ------------------------------------------------------------------------------------------
PERSON SHARED DISPOSITIVE POWER 0
WITH
- ------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,495,400
- ------------------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
- ------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 9.74%
- ------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON BK
- ------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock, par
value $.01 per share (the "Common Stock"), of The France Growth Fund, Inc. (the
"Fund"), a corporation organized under the laws of the State of Maryland and
registered as an investment company under the Investment Company Act of 1940,
as amended (the "Investment Company Act"). The principal executive offices of
the Fund are located at 1285 Avenue of the Americas, New York, New York 10019.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is being filed by
Bankgesellschaft Berlin AG (the "Bank"), a corporation formed under the laws of
the Federal Republic of Germany. The Bank is a West German banking organization
whose principal offices are located at Alexanderplatz 2, D-10178 Berlin,
Germany. The name, business address and principal occupation of each director
and executive officer of the Bank are set forth on Annex A hereto, which is
incorporated by reference. Annex A also sets forth the name, address,
jurisdiction of incorporation and principal business of each shareholder of the
Bank who may be deemed to be in control of the Bank. All information in this
Schedule 13D with respect to the persons listed on Annex A is given to the
knowledge of the Bank.
(d) During the past five years, neither the Bank nor any of
the persons listed on Annex A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither the Bank nor any of
the persons listed on Annex A has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) All of the individuals listed in Annex A are citizens of
the Federal Republic of Germany, except Yves Dermeaux, who is a citizen of
Belgium, David Clark and Zoe Shaw, who are citizens of Great Britain, and Dr.
Erik Blahut, who is a citizen of the Republic of Austria.
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 $19,418,260
(exclusive of commissions).
Page 3 of 12 Pages
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ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock held by the Bank were acquired for
the purpose of investment. Depending upon the Fund's business and prospects,
and upon future developments, the Bank may from time to time purchase
additional shares of Common Stock, dispose of all or a portion of the shares of
Common Stock it holds, or cease buying or selling shares of Common Stock.
Factors that may influence the Bank's decision to purchase additional shares or
to sell all or a portion of its holdings include, but are not limited to, the
level of discount from net asset value ("NAV"), the performance of the shares
of Common Stock in the market, the availability of funds, alternative uses of
funds, stock and money market conditions, and general economic conditions. Any
additional purchases or sales of the shares may be in the open market, in
privately-negotiated transactions, or otherwise.
The recent level of the discount from NAV at which the shares
of Common Stock have traded has been a significant factor in the Bank's
decision to purchase shares. With a view to maximizing the return on its
investment in the shares of Common Stock, the Bank is considering possible
actions that it could take if the discount from NAV remains at current levels.
Such actions include, but are not limited to, urging the board of the Fund to
initiate the process of open-ending the Fund, urging the board of the Fund to
commence an issuer tender offer or other repurchase program, or urging the
board of the Fund to liquidate the Fund. The Bank may also consider increasing
its ownership of shares of Common Stock to as much as a majority or more of the
outstanding shares, seeking representation on the Fund's board, soliciting
proxies with respect to the Fund, or other courses of action. (An amendment to
the Fund's Articles of Incorporation to open-end the Fund requires the
affirmative vote of 75% of the outstanding shares of the Fund (unless
open-ending is approved by 75% of the entire Board of Directors, in which case
the affirmative vote of 662/3% of the outstanding shares of the Fund is
required).) The Bank has not determined to pursue any particular course of
action, and, depending upon the factors listed above and other relevant
circumstances, may determine not to pursue any such actions and instead to hold
or dispose at any time of all or a portion of its shares of Common Stock.
Except as described in this Item 4, the Bank has not
formulated any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional
securities of the Fund, or the disposition of securities of the Fund;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the Fund;
(c) a sale or transfer of a material amount of assets of
the Fund;
(d) any change in the present board or management of the
Fund, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the
Page 4 of 12 Pages
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board;
(e) any material change in the present capitalization or
dividend policy of the Fund;
(f) any other material change in the Fund's business or
corporate structure, including, but not limited to, any plans or proposals to
make any changes in the Fund's investment policies for which a vote is required
by Section 13 of the Investment Company Act;
(g) any changes in the Fund's charter, by-laws, or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Fund by any person;
(h) causing a class of securities of the Fund to be
delisted from a national securities exchange or to cease to be authorized to be
quoted in any inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Fund becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
The Bank will review its investment in the Fund from time to
time and reserves the right to take or not take any action it deems to be in
its best interest or to change its intention as set forth in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's proxy statement, dated February 26, 1998,
relating to the 1998 Annual Meeting of Stockholders of the Fund states that, as
of February 10, 1998, there were 15,345,333 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 1,495,400 shares of
Common Stock, which constitute approximately 9.74% 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) During the last sixty days, the Bank has effected
the following purchases in the shares of Common Stock, all of which were made
on the New York Stock Exchange.
Page 5 of 12 Pages
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<TABLE>
<CAPTION>
Date Number of Shares Purchased Price Per Share
---- -------------------------- ---------------
<S> <C> <C>
August 24, 1998 50,000 $13.4260
August 25, 1998 10,000 13.7500
August 27, 1998 48,100 12.3459
August 28, 1998 10,000 12.5625
August 31, 1998 219,000 12.3213
August 31, 1998 75,000 12.2875
September 1, 1998 24,500 12.0459
September 1, 1998 450,100 12.0069
September 2, 1998 32,500 12.8365
September 3, 1998 25,000 12.5625
September 3, 1998 30,200 12.5000
September 4, 1998 25,000 12.8250
September 9, 1998 63,600 13.7276
September 9, 1998 100,000 13.7500
</TABLE>
(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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Bank does not have any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any securities of the Fund, including, but not limited to, the transfer or
voting of any such securities, finders' fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 6 of 12 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: September 10, 1998 BANKGESELLSCHAFT BERLIN AG
By: /s/ Dirk Kipp
------------------------------
Name: Dirk Kipp
Title: Director
By: /s/ Moritz A. Sell
------------------------------
Name: Moritz A. Sell
Title:
Page 7 of 12 Pages
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ANNEX A
Unless otherwise indicated, the business address for all
individuals listed in this Annex A is Bankgesellschaft Berlin AG,
Alexanderplatz 2, 10178 Berlin Federal Republic of Germany.
MEMBERS OF THE MANAGING BOARD
-----------------------------
Name and Address Principal Occupation
- ---------------- --------------------
Dr. Wolfgang Rupf Speaker of the Managing Board of Bankgesellschaft
Berlin AG
Norbert Pawlowski Member of the Managing Board of Bankgesellschaft
Berlin AG
Hans Leukers Member of the Managing Board of Bankgesellschaft
Berlin AG
Leopold Trobinger Member of the Managing Board of Bankgesellschaft
Berlin AG
Page 8 of 12 Pages
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EXECUTIVE OFFICERS
------------------
<TABLE>
<CAPTION>
Name and Address Principal Occupation
- ---------------- --------------------
<S> <C>
Dr. Herbert Alisch Managing Director of Bankgesellschaft Berlin
Bankgesellschaft Berlin AG AG
Konzern-Finanzen und Beteiligungen
Hardenbergstrasse 32
10623 Berlin
Federal Republic of German
Willi Bohmer Managing Director of Bankgesellschaft Berlin
AG
Peter Konig Managing Director of Bankgesellschaft Berlin
AG
Hans Joachim Bley Managing Director of Bankgesellschaft Berlin
AG
Jochen W. Sawahn Managing Director of Bankgesellschaft Berlin
AG
Dr. Joachim Preussner Managing Director of Bankgesellschaft Berlin
AG
Heinrich Honerlage Managing Director of Bankgesellschaft Berlin
Konzern-Revision AG
Bankgesellschaft Berlin AG
Otto-Braun-Strasse 90
10149 Berlin
Federal Republic of Germany
Stefan Tragler Managing Director of Bankgesellschaft Berlin
Konzern-Revision AG
Bankgesellschaft Berlin AG
Otto-Braun-Strasse 90
10149 Berlin
Federal Republic of Germany
Artur Fischer Managing Director of Bankgesellschaft Berlin
Konzern-Organisation AG
Bankgesellschaft Berlin AG
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
</TABLE>
Page 9 of 12 Pages
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<TABLE>
<CAPTION>
Name and Address Principal Occupation
- ---------------- --------------------
<S> <C>
Wolfgang Gunther Managing Director of Bankgesellschaft Berlin
Konzern-Organisation AG
Bankgesellschaft Berlin AG
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
Helmut Ramthun Managing Director of Bankgesellschaft Berlin
Konzern-Organisation AG
Bankgesellschaft Berlin AG
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
Hans-Jurgen Meyer Managing Director of Bankgesellschaft Berlin
Compliance Officer AG
Bankgesellschaft Berlin AG
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
Joachim Antczack Managing Director of Bankgesellschaft Berlin
Stabsstelle AG
Investment Banking/Back Office
Brunnestrasse 111
13355 Berlin
Federal Republic of Germany
Wolfgang Stockel Managing Director of Bankgesellschaft Berlin
AG
Heinz-Dieter Gottschalk Managing Director of Bankgesellschaft Berlin
AG
Jochen Zimmermann Managing Director of Bankgesellschaft Berlin
AG
Frank-Michael Boenke Managing Director of Bankgesellschaft Berlin
AG
Georg-Heinrich Sieveking Managing Director of Bankgesellschaft Berlin
AG
Hadi Saidi Managing Director of Bankgesellschaft Berlin
AG
</TABLE>
Page 10 of 12 Pages
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<TABLE>
<CAPTION>
Name and Address Principal Occupation
- ---------------- --------------------
<S> <C>
Gerhard Richter Managing Director of Bankgesellschaft Berlin
AG
Zoe Shaw Managing Director of Bankgesellschaft Berlin
Asset-Backed Transaktionen AG
Bankgesellschaft Berlin AG
London Branch
1 Crown Court
Cheapside
London EC2V 6JP
Dr. Karl-Friedrich Hirschhauser Managing Director of Bankgesellschaft Berlin
AG
Gunther Laubner Managing Director of Bankgesellschaft Berlin
AG
Mr. David Clark General Manager of Bankgesellschaft Berlin AG
Bankgesellschaft Berlin AG
London Branch
1 Crown Court
Cheapside
London EC2V 6JP
Mr. Yves Dermeaux General Manager of Bankgesellschaft Berlin AG
Bankgesellschaft Berlin AG
London Branch
1 Crown Court
Cheapside
London EC2V 6JP
Dr. Erik Blahut Managing Director of Bankgesellschaft Berlin
AG
Serge Demoliere Managing Director of Bankgesellschaft Berlin
AG
Thomas W. Meyer Managing Director of Bankgesellschaft Berlin
AG
Hans-Werner Wilms Managing Director of Bankgesellschaft Berlin
AG
Tim Kettemann Managing Director of Bankgesellschaft Berlin
AG
</TABLE>
Page 11 of 12 Pages
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SHAREHOLDERS WHO MAY BE DEEMED TO CONTROL THE BANK
--------------------------------------------------
The following shareholders of the Bank may be deemed to
control the Bank:
The City of Berlin
Gothaer Beteiligungsgesellschaft, an affiliate of an insurance company formed
under the laws of the Federal Republic of Germany, whose principal address is
Lutzowstrasse 89, 10785 Berlin, Germany, and whose principal shareholders are
Gothaer Versicherungs Bank AG (principal office: Gothaer Allee 1, 50672, Koln,
Germany), Gothaer Lebenversicherung AG (principal office: Gothaer Platz 2-8,
37069 Gottingen, Germany) and Norddeutsche Landesbank Girozentrale NORD/LB
(principal address is Georgplatz 1, D-30159, Hannover, Germany).
Norddeutsche Landesbank Girozentrale NORD/LB, a bank formed under the laws of
the Federal Republic of Germany, whose principal address is Georgplatz 1,
D-30159, Hannover, Germany.
Page 12 of 12 Pages
