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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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)
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)
December 18, 2000
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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 12 Pages
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<TABLE>
<CAPTION>
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CUSIP No.: 35177K108 13D Page 2 of 12 Pages
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<S> <C> <C>
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 2,620,500
SHARES
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BENEFICIALLY SHARED VOTING POWER 0
OWNED
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BY EACH SOLE DISPOSITIVE POWER 2,620,500
REPORTING
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PERSON SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,620,500
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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)
17.22%
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14 TYPE OF REPORTING PERSON BK
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</TABLE>
Page 2 of 12 Pages
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This Amendment No. 9 amends and supplements Items 3, 4, 5 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
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 2,620,500 shares
of Common Stock listed in Item 5(a) was working capital. The amount of the funds
used to purchase such shares aggregated approximately $35,037,164 (exclusive of
commissions).
ITEM 4. PURPOSE OF TRANSACTION
On December 18, 2000 the Bank and the Fund entered into an agreement
attached hereto as Exhibit 1 ("the Agreement") regarding (1) a tender offer of
the shares of the Fund, (2) matters relating to the annual meeting of
stockholders scheduled to take place in April 2001 (the "2001 Annual Meeting"),
including the election of directors and shareholder proposals, (3) special
meetings of stockholders, and (4) other matters relating to the Fund's board of
directors (the "Board") and the bylaws of the Fund (the "Bylaws").
Tender Offer. According to the terms of the Agreement, the Fund has agreed
to conduct a tender offer for 20 % (twenty percent) of the outstanding shares of
the Fund at a price equal to 98 % (ninety-eight percent) of the net asset value
per share of the Fund as of the close of trading of Fund shares on the New York
Stock Exchange on the day after the expiration of the tender offer. The tender
offer is to commence as soon as practicable and will be structured to be
completed prior to the end of the first quarter of 2001 (March 2001).
Annual Meeting. The terms of the Fund's four current Class I directors
expire upon the election of new Class I directors at the 2001 Annual Meeting.
The Fund and the Bank have agreed that the slate of Class I directors put forth
and recommended by the Board will include three existing directors standing for
re-election and one nominee proposed by the Bank. In that connection, at a
meeting of the Board held on December 18, 2000 (the "December 18 Board
Meeting"), the Board determined to nominate Dirk Kipp, a director of the Bank,
together with Jean A. Arvis, Peter H.P. Davison and John W. Spurdle, Jr., who
are currently class I directors of the Fund, as the Board's candidates for
election as directors at the 2001 Annual Meeting.
The Bank has agreed to vote all of the Fund shares that the Bank owns or
controls at the 2001 Annual Meeting in favor of the slate of Class I directors
put forth by the Board. The Bank has also agreed to vote in favor of the Board's
slate of Class I directors at any special meeting of stockholders that may be
held prior to the 2001 Annual Meeting, provided the slate consists of three
existing directors standing for re-election and one nominee proposed by the
Bank.
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In addition, the Bank has agreed not to submit any proposals for
consideration at the 2001 Annual Meeting other than one nominee for election to
the Board and to abstain from voting on any other proposals submitted by other
stockholders for consideration at the 2001 Annual Meeting or any special meeting
of stockholders called prior to the 2001 Annual Meeting.
Special Meeting. Pursuant to the Agreement, the Bank has agreed not to seek
or otherwise support the calling of a special meeting of the Fund's stockholders
prior to the 2001 Annual Meeting.
The Board. The Fund has agreed that it will appoint a nominee of the Bank
to fill the first vacancy created by the resignation or removal of a director
from the Board. In that connection, at the December 18 Board Meeting the Board
accepted the resignation of Bernard Chauvel as President of the Fund and a Class
II director, to take effect as of the Board Meeting immediately following the
2001 Annual Meeting. Pursuant to the Agreement, the Bank anticipates that the
Fund will select a person of the Bank's choice to replace Mr. Chauvel.
If a vacancy occurs on the Board with respect to a position that was
occupied by a director who was nominated by the Bank, the Agreement provides
that the Fund will promptly appoint a new nominee designated by the Bank to fill
that vacancy.
The Fund has also agreed that it will take no action to increase the number
of directors constituting the Board prior to the completion of the Fund's 2002
annual meeting of stockholders (the "2002 Annual Meeting"). In addition, the
Fund has agreed to appoint one director nominated by the Bank, to be selected by
the Bank, to the audit committee of the Board.
Separately, the Bank and the Fund have agreed that the independent
directors of the Fund will retain their own legal counsel, to be appointed by a
majority vote of the independent directors.
The Agreement also requires, and at the December 18 Board Meeting the Board
adopted resolutions to effect, the following actions by the Board:
(1) that the Fund's Bylaws be amended to provide, effective immediately,
that a special meeting of the Board may be called by any two directors on the
Board. The Agreement provides that the Fund will not further amend the Bylaws to
change the number of directors (two) required to call a special meeting of the
Board prior to the completion of the 2002 Annual Meeting; and
(2) that the Fund's Bylaws be amended to provide that the threshold for
stockholders to call a special meeting of stockholders be reduced from 50% to 40
% of the outstanding shares and that such Bylaw may be amended or repealed only
by the stockholders, to take effect immediately following the 2001 Annual
Meeting. In that connection, and as required by the Agreement, the Board adopted
resolutions to "opt out" of certain provisions of Maryland law that, if
utilized, place exclusive authority with respect to such matters in the Board.
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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. However, the Bank will
review its investment in the Fund from time to time and, subject to the terms of
the Agreement, 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 financial statements included in the Fund's semi-annual report for
the period ended June 30, 2000 indicate that, as of June 30, 2000, there were
15,220,000 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 2,620,500 shares of Common Stock, which
constitute approximately 17.22 % 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 the filing of Amendment No. 8 to its Schedule 13D with respect to
the shares of Common Stock of the Fund, the Bank has effected the following
purchases at the following prices (exclusive of brokerage commissions) in the
shares of Common Stock, all of which were made on the New York Stock Exchange:
<TABLE>
<CAPTION>
Date Number of Shares Purchased Price Per Share
---- -------------------------- ---------------
<S> <C> <C>
August 7, 2000 2,000 $13.1875
August 11, 2000 1,000 13.3125
August 22, 2000 2,000 13.3750
August 23, 2000 2,000 13.1250
August 25, 2000 1,000 13.3750
October 11, 2000 10,000 10.5250
October 31, 2000 1,500 11.1250
November 7, 2000 13,000 10.7700
November 8, 2000 10,000 10.8750
November 9, 2000 12,000 10.7600
November 10, 2000 5,000 10.6875
</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.
Page 5
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Agreement, dated as of December 18, 2000, by and between the France
Growth Fund Inc. and Bankgesellschaft Berlin A.G.
Page 6
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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: December 20, 2000 BANKGESELLSCHAFT BERLIN AG
By: /s/ Bartho Schroder
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Name: Bartho Schroder
Title: Director
By: /s/ Claudia Fritze
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Name: Claudia Fritze
Title:
Page 7
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EXHIBIT 1
The France Growth Fund, Inc.
Summary of Terms of Agreement Between Bankgesellschaft Berlin AG (the "Bank")
and The France Growth Fund, Inc. (the "Fund")
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I. Structure of Tender Offer
General: The Board of Directors of the Fund, including the
representatives of the Bank (the "Board"), has determined
that conducting a tender offer for a percentage of the
outstanding shares of the Fund at a price set between the
market price for Fund shares and the net asset value of
those shares would be in the best interests of all Fund
stockholders. Accordingly, the Fund shall take all necessary
actions to conduct a tender offer for Fund shares in
accordance with Rule 13e-4 under the Securities and Exchange
Commission ("SEC") according to the following terms.
Percentage of Outstanding Shares of 20% of the outstanding shares of the Fund.
Fund Being Sought
Price to be Offered The offering price shall be set to equal 98% of the net asset
value per share of the Fund as of the close of trading of Fund
shares on the New York Stock Exchange on the business day
following the expiration of the tender offer.
Timing of the Tender Offer The tender offer shall commence as soon as practicable. The
tender offer shall be structured to be completed prior to the end
of the first quarter of 2001 (March 2001).
Regulatory Requirements The tender offer shall comply in all respects with the
requirements of the U.S. federal securities laws and the rules
and regulations promulgated by the SEC.
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<CAPTION>
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II. 2001 Annual Meeting of Stockholders
General: There are four Class I directors of the Fund whose terms expire
at the 2001 annual meeting of shareholders of the Fund (the "2001
Annual Meeting").
Nominees for Election to the Board: The Bank shall be entitled to submit one nominee to stand for
election at the 2001 Annual Meeting as a Class I director.
Voting Requirements for Directors: The Bank shall vote all of the shares of stock of the Fund that
it either owns or controls at the 2001 Annual Meeting in favor of
the slate of Class I directors put forth by the Board. The slate
of Class I directors put forth and recommended by the Board shall
include three existing directors standing for re-election and one
nominee proposed by the Bank. The Bank shall also vote in favor
of the Board's slate of Class I directors at any special meeting
of shareholders which may be held prior to the 2001 Annual
Meeting provided the slate consists of three existing directors
standing for re-election and one nominee proposed by the Bank.
Other Proposals: The Bank shall not submit any proposals for consideration at the
2001 Annual Meeting other than one nominee for election to the Board.
To the extent that the Fund receives any other proposals for
consideration from shareholders other than the Bank at the 2001
Annual Meeting or any special meeting of stockholders called
prior to the 2001 Annual Meeting, the Bank shall abstain from
voting on any such proposal.
With respect to the two shareholder proposals which have
previously been received by the Fund, the Bank shall abstain from
voting on either of the two proposals to the extent such
proposals are properly presented for action at the 2001 Annual
Meeting.
Special Meeting of Shareholders: The Bank shall not seek to call a special meeting of
stockholders prior to the 2001 Annual Meeting or otherwise
support the calling of a special meeting of stockholders
prior to the 2001 Annual Meeting.
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<CAPTION>
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III. Other Agreements
Board Vacancies: The Board shall appoint a representative of the Bank to fill
the first vacancy created by the resignation or removal of a
director from the Board. If a vacancy occurs on the Board
with respect to a position that was occupied by a director
who was nominated by the Bank, the Board shall promptly
appoint a new nominee designated by the Bank to fill that
vacancy.
Size of the Board: The Board shall take no action to increase the number of
directors constituting the Board prior to the completion of
the 2002 annual meeting of stockholders. After that date,
the Board shall be able to increase or decrease the size of
the Board according to the provisions set forth in the
Bylaws of the Fund.
Membership of Audit Committee: The Board shall appoint one director who was nominated by the
Bank to the Audit Committee. That director shall be designated
by the Bank.
Legal Counsel for Independent Directors: The Independent Directors of the Fund shall retain their own
legal counsel. Such counsel shall be appointed by a majority
vote of the independent directors.
Amendments to Bylaws The Board shall amend the Bylaws of the Fund so that a
special meeting of the Board may be called by any two
directors on the Board. The Board agrees not to further
amend the Bylaws to change the number of directors (two)
which are required to call a special meeting of the Board
prior to the completion of the 2002 annual meeting of
stockholders. The Board shall reduce the threshold for
calling a stockholder requested special meeting in the
Bylaws from a majority to 40% of the outstanding shares. The
Board will effect this by (1) opting out of Section 3-805 of
the Maryland General Corporations Law ("MGCL"); (2) adopting
a resolution pursuant to Section 3-802(c) prohibiting the
Fund from becoming subject to Section 3-805 of the MGCL at
any time (and filing the articles supplementary contemplated
by Section 3-802(d) of the MGCL to reflect the adoption of
the resolution effecting such prohibition) and (3) repealing
the current Bylaw provision concerning the percentage of
10
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shareholders that may request a special meeting and adopting
in lieu thereof a Bylaw provision providing that a special
meeting may be requested by one or more holders who hold
individually or in the aggregate not less than 40% of the
votes entitled to be cast at the meeting (which Bylaw
provision shall provide it may only be amended, modified or
repealed by a vote of the Fund's shareholders and not by the
Board).
The Board shall take action at a special meeting of the
Board held on the date of this Summary of Terms to implement
the above referenced amendments to the Bylaws with (1) the
amendment relating to the number of directors required to
call a special meeting of the Board to take effect
immediately and (2) the amendment relating to the threshold
for calling a stockholder requested special meeting to take
effect immediately following the 2001 Annual Meeting.
IV. Miscellaneous
Headings The captions and headings contained herein have been
included for convenience only and shall not be considered in
interpreting or construing this Summary of Terms.
Nature of Document: This Summary of Terms constitutes a legally binding
obligation of the Bank and the Fund. This Summary of Terms
may be amended or terminated only upon the agreement of both
the Bank and the Fund. The Fund, as party to this agreement,
shall cause the Board to take all of the actions which are
contemplated by this Summary of Terms.
</TABLE>
11
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Executed as of this 18 day of December, 2000.
BANKGESELLSCHAFT BERLIN AG
Alexanderplatz 2
D-10178 Berlin
Germany
By: /s/ Michael Demmel
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Name: Michael Demmel
Title: Assistant Director
By: /s/ Stefan Bungarten
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Name: Stefan Bungarten
Title: Director
THE FRANCE GROWTH FUND, INC.
By: /s/ Steven Cancro
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Name: Steven Cancro
Title: Secretary and Vice President
12
