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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
35177K108
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(CUSIP Number)
Moritz A. Sell
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)
November 3, 1999
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Page 1 of 7 Pages
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CUSIP No.: 35177K108 13D Page 2 of 7 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 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 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 2,192,900
SHARES
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BENEFICIALLY SHARED VOTING POWER 0
OWNED
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BY EACH SOLE DISPOSITIVE POWER 2,192,900
REPORTING
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PERSON SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 2,192,900
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 AMOUNT IN ROW (11)
14.29%
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14 TYPE OF REPORTING PERSON BK
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Page 2 of 7 Pages
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This Amendment No. 4 amends and supplements Items 3, 4, 5 and 7 and
Annex A 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 France Growth Fund, Inc. (the "Fund").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of the funds used by the Bank to purchase the 2,192,900
shares of Common Stock listed in Item 5(a) was working capital. The amount of
the funds used to purchase such shares aggregated approximately $29,094,306
(exclusive of commissions).
ITEM 4. PURPOSE OF TRANSACTION
On November 3, 1999, the Bank sent a letter to the Fund requesting that
the Fund's proxy statement relating to the next meeting of the shareholders of
the Fund contain a proposal that the Fund convert to an open-end fund. The text
of the letter is attached hereto as Exhibit 1 and incorporated herein by
reference. The letter was sent by the Bank pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended.
Except as set forth herein and in previous filings by the Bank on
Schedule 13D with respect to the Common Stock of the Fund, the Bank has not
formulated any plans or proposals which relate to or would result in any of the
transactions described in paragraphs (a) though (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's proxy statement, dated March 11, 1999, relating to the
Annual Meeting of Stockholders of the Fund held on April 29, 1999 states that,
as of February 9, 1999, 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 2,192,900 shares of Common Stock,
which constitute approximately 14.29% 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 3 of 7 Pages
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Date Number of Shares Purchased Price Per Share
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October 7, 1999 1,500 $13.6250
October 25, 1999 4,000 13.5313
November 2, 1999 25,000 13.7375
November 4, 1999 30,000 14.0000
November 9, 1999 21,400 14.1875
November 11, 1999 22,700 14.3676
November 11, 1999 30,000 14.3750
(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 7. MATERIAL TO BE FILED AS EXHIBITS
1. Letter, dated November 3, 1999, from Bankgesellschaft Berlin AG to
The France Growth Fund, Inc.
Page 4 of 7 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 12, 1999 BANKGESELLSCHAFT BERLIN AG
By: /s/ Gregory L. Melville
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Name: Gregory L. Melville
Title: Assistant Director
By: /s/ Moritz Sell
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Name: Moritz Sell
Title: Market Strategist
Page 5 of 7 Pages
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ANNEX A
Leopold Troeblinger no longer serves a member of the Managing Board of
the Bank.
Page 6 of 7 Pages
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EXHIBIT 1
[Letterhead of Bankgesellschaft Berlin AG]
Steven M. Cancro
Secretary
The France Growth Fund, Inc.
1211 Avenue of the Americas
New York, NY 10036
BY HAND
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The France Growth Fund, Inc. Berlin, November 3, 1999
Dear Mr. Cancro,
The Bankgesellschaft Berlin AG has beneficially owned shares of the
Fund valued at more than $2,000 for a continuous period of more than one year
and we expect to continue such level of ownership through the date of the Fund's
next annual meeting. Attached hereto are copies of our initial filing on
Schedule 13D with respect to the common stock of the Fund and all amendments to
date, as filed with the Securities and Exchange Commission. Such filings
evidence our ownership of more than $2,000 of shares of the Fund for a
continuous period of more than one year. Pursuant to Rule 14a-8 of the
Securities Exchange Act of 1934, we are hereby submitting the following proposal
and supporting statement for inclusion in the Fund's proxy material for its next
meeting.
RESOLVED: That the Fund immediately commence taking all necessary steps
to convert into an open-end fund.
SUPPORTING STATEMENT: At the 1999 Annual Shareholders Meeting, there
were two proposals recommending that shareholders be enabled to realize Net
Asset Value (NAV) on their investment. Both proposals received the support of
the shareholders voting, but unfortunately, there has been very little
subsequent action taken by the Board of Directors to eliminate the discount from
NAV at which shares of the Fund trade. The conversion of the France Growth Fund
to an open-end fund would permanently eliminate the discount to NAV and
simultaneously allow shareholders who desire to remain invested in the Fund to
do so.
Respectfully,
/s/ Dirk Kipp
Director
/s/ Bartho Schroder
Director
Page 7 of 7 Pages
