<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
THE FRANCE GROWTH FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
BANKGESELLSCHAFT BERLIN AG
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Bankgesellschaft Berlin AG
Alexanderplatz 2
D-10178 Berlin
Germany
Dear Fellow Shareholder of The France Growth Fund, Inc. (the "Fund"):
Bankgesellschaft Berlin AG (the "Soliciting Shareholder") is seeking your
support in electing our two nominees to the Board of Directors of the Fund at
the Annual Meeting of Shareholders of the Fund scheduled for April 26, 2000.
Currently, there are no members of the Board of Directors who were nominated by
any shareholder of the Fund. We believe that shareholder interests would be best
served if nominees representing shareholders were members of the Board of
Directors. The Soliciting Shareholder believes that a Board of Directors which
is composed at least partly of nominees of a shareholder, as opposed to a Board
composed entirely of members nominated by the Fund, will more aggressively
pursue measures intended to enhance shareholder value.
The Soliciting Shareholder is one of the largest beneficial owners of shares of
the Fund. As of the date of the date of this Proxy Statement, we hold
approximately 16.76% of the Fund's outstanding shares of Common Stock. If
elected, our nominees will constitute two of the eleven members of the Board,
and the percentage of the Board represented by our nominees would thus be
roughly equal to the percentage of the outstanding shares owned by us.
Our two nominees, Gregory L. Melville and Moritz A. Sell, are qualified to serve
on the Board of Directors of the Fund, having previously served as members of
the Board of Directors of another closed-end mutual fund which was a country
fund. Shareholders should be aware that, even if our nominees are elected to the
Board of Directors of the Fund, they will constitute only two of the eleven
members of the Board and they may not be able to persuade other members of the
Board to take any actions that they propose.
PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY IN THE POSTAGE-PREPAID
ENVELOPE WHICH HAS BEEN PROVIDED. It is important that you not return any proxy
card sent to you by the Fund if you wish to support the Soliciting Shareholder's
nominees. If you have returned the WHITE proxy card sent to you by the Fund, you
have the right to revoke that proxy and vote for our nominees by signing, dating
and mailing a later dated BLUE proxy card in the envelope provided. You may vote
for all proposals contained in management's WHITE proxy card by using our BLUE
proxy card, as explained below. If you have any questions, please contact
ChaseMellon Shareholder Services, who is assisting us with this solicitation,
toll free at 1-888-867-6168.
IMPORTANT
There are four matters scheduled to be voted upon at the Annual Meeting (the
election of four directors, the ratification of independent auditors of the Fund
for the current fiscal year, a shareholder proposal recommending the Board of
Directors expedite the process to ensure that shares of the Fund can trade at
net asset value daily and a shareholder proposal recommending that the Board of
Directors promptly conduct a tender offer for at least 5% of the outstanding
shares of the Fund at or close to net asset value). All of the proposals
scheduled to be voted upon at the Annual Meeting are included in our BLUE proxy
card. If you wish to vote for the Soliciting Shareholder's nominees, you may do
so by completing and returning a BLUE proxy card.
The Soliciting Shareholder makes no recommendation as to how to vote on the
proposals scheduled to be voted upon at the Annual Meeting, other than the
election of directors. BLUE proxy card which is returned to the Soliciting
Shareholder will be voted as the shareholder indicates thereon. If a BLUE proxy
card is returned without a vote indicated thereon, the shares represented
thereby will be voted FOR the election of the Soliciting Shareholder's nominees
and will ABSTAIN with respect to the vote on the ratification of independent
auditors and the two shareholder proposals. An abstention on the vote to ratify
the
<PAGE>
independent auditor of the Fund and the two shareholder proposals will have no
effect on the result of these votes.
Sincerely yours,
Bankgesellschaft Berlin AG
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<PAGE>
PROXY STATEMENT IN OPPOSITION TO
THE SOLICITATION BY THE BOARD OF DIRECTORS OF
THE FRANCE GROWTH FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS
To be held on April 26, 2000
To Our Fellow Shareholders:
This Proxy Statement and the enclosed BLUE proxy card are being furnished to
holders of record on February 4, 2000 (the "Record Date") of shares of common
stock (the "Common Stock"), of The France Growth Fund, Inc., a Maryland
corporation (the "Fund"), by Bankgesellschaft Berlin AG, a German banking
organization (the "Soliciting Shareholder"), in connection with the solicitation
of proxies by the Soliciting Shareholder for use at the Annual Meeting of
shareholders of the Fund (the "Annual Meeting") to be held on Wednesday, April
26, 2000, at 2:00 p.m., New York City time, and any and all adjournments or
postponements thereof. The Annual Meeting will be held at the offices of
PaineWebber, Inc., 14th Floor Board Room, 1285 Avenue of the Americas, New York,
New York 10019. This Proxy Statement and the accompanying BLUE proxy card are
first being sent to shareholders of the Fund on or about April 12, 2000.
At the Annual Meeting, shareholders will be asked to: (i) elect four directors
of the Fund, (ii) ratify the independent auditors of the Fund, (iii) consider
and act upon a shareholder proposal recommending that the Board of Directors of
the Fund expedite the process to ensure that Fund shares can trade at net asset
value daily, (iv) to consider and vote upon a stockholder proposal recommending
that the Board of Directors of the Fund promptly conduct a tender offer for at
least 5% of the outstanding shares of the Fund at or close to net asset value
and (v) consider and act upon any other business that may properly come before
the meeting or any related adjourned meeting.
The Soliciting Shareholder is soliciting your proxy in support of the election
of its two nominees to the Board of Directors of the Fund (the "Board"). The
Soliciting Shareholder believes that in order to enhance shareholder value it is
imperative that the interests of the Board of Directors be aligned with the
shareholders, and not with the management of the Fund or its investment advisor.
The Soliciting Shareholder is one of the largest shareholders of the Fund and
believes that all shareholders would benefit by having shareholder interests
represented on the Board of Directors.
All of the proposals scheduled to be voted upon at the Annual Meeting are
included in the Soliciting Shareholder's BLUE proxy card. If you wish to vote
for the Soliciting Shareholder's nominees, you may do so by completing and
returning a BLUE proxy card. The Soliciting Shareholder makes no recommendation
as to how to vote on the other proposals scheduled to be voted upon at the
Annual Meeting, other than the election of directors. A BLUE proxy card which is
returned to the Soliciting Shareholder will be voted as the shareholder
indicates thereon. If a BLUE proxy card is returned without a vote indicated
thereon, the shares represented thereby will be voted FOR the election of the
Soliciting Shareholder's nominees and will ABSTAIN with respect to the vote on
the ratification of independent auditors and the two shareholder proposals. An
abstention on the vote to ratify the independent auditor of the Fund and the two
shareholder proposals will have no effect on the result of these votes.
In accordance with Rule 14a-4 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, discretionary authority is
provided in the proxy sought hereby as to other business as may properly come
before the meeting of which the Soliciting Shareholder is not aware as of the
date of this Proxy Statement and matters incident to the conduct of the Annual
Meeting.
The Fund currently has a total of eleven directors, divided into three classes.
There are four Class I directors, whose terms expire in 2001, three Class II
directors, whose terms expire in 2002, and four
<PAGE>
Class III directors, who will be elected at the Annual Meeting for terms
expiring in 2003. The Soliciting Shareholder proposes Moritz A. Sell and Gregory
L. Melville as Class III directors to be elected at the Annual Meeting. In order
that shareholders of the Fund may use our BLUE proxy card to vote for a full
slate of directors, our proxy card also includes the names of two nominees of
the Fund, Thomas C. Barry and Walter J.P. Curley. BLUE proxy cards which are
properly signed, dated and returned will be voted for these four directors.
VOTING, QUORUM
Only shareholders of record on the Record Date will be entitled to vote at the
Annual Meeting. According to the proxy statement distributed by the Board of
Directors in connection with the Annual Meeting (the "Fund Proxy Statement"),
there were 15,280,000 shares of Common Stock issued and outstanding on February
4, 2000. Holders of record on the Record Date will be entitled to cast one vote
on each matter for each share of Common Stock held by them. Shares of Common
Stock do not have cumulative voting rights. Directors of the Fund are elected by
a plurality of the votes cast, with a quorum present. The vote on the
ratification of the independent auditor and each of the two proposals requires
the affirmative vote of a majority of the shares voting on the matter, with a
quorum present.
At least 33% of the issued and outstanding shares of Common Stock must be
present, in person or by proxy, in order to constitute a quorum for the
transaction of business at the Annual Meeting.
The shares as to which broker-dealers have declined to vote ("broker non-votes")
and the shares as to which proxies are returned to the Fund or the Soliciting
Shareholder by stockholders of record but which are marked "abstain" on any item
will be included in the tabulation of the total number of votes present for
purposes of determining whether the necessary quorum of stockholders exists.
However, abstentions and broker non-votes will not be counted as votes cast.
Therefore, abstentions and broker non-votes will not have an effect on the
election of directors, the ratification of the selection of independent
accountants or the two shareholder proposals, although they will be counted
toward the presence of a quorum.
REVOCATION OF PROXIES
Any proxy given in connection with the Annual Meeting (whether given to the Fund
or to the Soliciting Shareholder) may be revoked at any time prior to the voting
thereof at the Annual Meeting by delivering a written revocation of his or her
proxy to the Secretary of the Fund or with the presiding officer at the Annual
Meeting, by executing and delivering a later dated proxy to the Soliciting
Shareholder or the Fund or their solicitation agents, or by voting in person at
the Annual Meeting. Attendance at the Annual Meeting will not in and of itself
revoke a proxy.
There is no limit on the number of times that a shareholder may revoke his or
her proxy prior to the Annual Meeting. Only the latest dated, properly signed
proxy card will be counted.
IF YOU HAVE ALREADY SENT A WHITE PROXY CARD TO THE BOARD OF DIRECTORS OF THE
FUND, YOU MAY REVOKE THAT PROXY AND VOTE FOR THE NOMINEES OF THE SOLICITING
SHAREHOLDER BY SIGNING, DATING AND MAILING THE ENCLOSED BLUE PROXY CARD IN THE
ENVELOPE PROVIDED.
THE BLUE PROXY CARD CONTAINS ALL OF THE PROPOSALS SCHEDULED TO BE VOTED UPON
AT THE ANNUAL MEETING. IF YOU WISH TO VOTE FOR THE SOLICITING SHAREHOLDER'S
NOMINEES, YOU MAY DO SO BY COMPLETING AND RETURNING A BLUE PROXY CARD. THE
SOLICITING SHAREHOLDER MAKES NO RECOMMENDATION AS TO HOW TO VOTE ON THE
PROPOSALS SCHEDULED TO BE VOTED UPON AT THE ANNUAL MEETING, OTHER THAN THE
ELECTION OF DIRECTORS. A BLUE PROXY CARD WHICH IS RETURNED TO THE SOLICITING
SHAREHOLDER OR ITS AGENT WILL BE VOTED AS THE SHAREHOLDER INDICATES THEREON. IF
A BLUE PROXY CARD IS RETURNED WITHOUT A VOTE INDICATED THEREON, THE SHARES
REPRESENTED THEREBY WILL BE VOTED FOR
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<PAGE>
THE ELECTION OF THE SOLICITING SHAREHOLDER'S NOMINEES AND WILL ABSTAIN WITH
RESPECT TO THE VOTE ON THE RATIFICATION OF THE INDEPENDENT AUDITOR AND THE TWO
SHAREHOLDER PROPOSALS. AN ABSTENTION ON THE VOTE TO RATIFY THE INDEPENDENT
AUDITOR OF THE FUND AND THE TWO SHAREHOLDER PROPOSALS WILL HAVE NO EFFECT ON THE
RESULT OF THESE VOTES.
REASONS FOR THE SOLICITATION
Currently, there are no members of the Board of Directors who were nominated by
any shareholder of the Fund. The Soliciting Shareholder believes that
shareholder interests would be best served if nominees representing shareholders
were members of the Board of Directors. The Soliciting Shareholder believes that
a Board of Directors which is composed at least partly of nominees of a
shareholder, as opposed to a Board composed entirely of members nominated by the
Fund, will more aggressively pursue measures intended to enhance shareholder
value.
The Soliciting Shareholder believes that in order to enhance shareholder value
it is imperative that the interests of the Board of Directors be aligned with
the shareholders, and not with the management of the Fund or its investment
advisor. The Soliciting Shareholder is one the largest shareholders of the Fund
and believes that all shareholders would benefit by having shareholder interests
represented on the Board of Directors.
The Soliciting Shareholder recognizes that the Fund has taken certain steps to
reduce the discount to net asset value ("NAV") at which the shares of the Fund
trade. For example, the Fund has announced a policy of purchasing its shares (at
the prevailing discount level) in the open market. If the shares purchased are
cancelled by the Fund, there will be an immediate accretive effect on NAV.
However, the Soliciting Shareholder believes that the Board of Directors has not
pursued open-market purchases as aggressively as it should, given the level of
shareholder discontent with the discount from NAV at which the shares of the
Fund trade.
Our two nominees, Gregory L. Melville and Moritz A. Sell, are qualified to serve
on the Board of Directors of the Fund, having previously served as members of
the Board of Directors of another closed-end mutual fund which was a country
fund. In addition, Mr. Melville has extensive experience in risk management and
trading in international equities and Mr. Sell has significant experience in
international securities as both a trader and an analyst. As the Fund invests
primarily in the securities of France, their professional experience would prove
to be an asset to the Fund.
In order that shareholders of the Fund may use our BLUE proxy card to vote for a
full slate of directors, our proxy card also includes the names of two nominees
of the Fund, Thomas C. Barry and Walter J.P. Curley. BLUE proxy cards which are
properly signed, dated and returned will be voted for Messrs. Melville, Sell,
Barry and Curley.
INFORMATION CONCERNING THE SOLICITING SHAREHOLDER
The Soliciting Shareholder is one of the largest beneficial owners of shares of
the Fund. As of the date of the date of this Proxy Statement, we hold
approximately 16.76% of the Fund's outstanding shares of Common Stock. If
elected, our nominees will constitute two of the eleven members of the Board,
and the percentage of the Board represented by our nominees would thus be
roughly equal to the percentage of the outstanding shares owned by us.
The Soliciting Shareholder is one of the largest banking organizations in
Germany, with over 195 billion Euros in assets as of September 30, 1999
(equivalent to approximately US$189 billion at prevailing exchange rates of one
Euro equaling US$.97). The principal executive offices of the Soliciting
Shareholder are located at Alexanderplatz 2, D-10178 Berlin, Germany. As of the
date of this Proxy Statement, the Soliciting Shareholder owns 2,561,000 shares
of Common Stock, representing approximately 16.76% of the issued and outstanding
shares of Common Stock. As of the Record Date for the Annual Meeting, the
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<PAGE>
Soliciting Shareholder owned 2,409,200 shares of Common Stock, representing
approximately 15.77% of the issued and outstanding shares. The Soliciting
Shareholder owns shares in a number of other closed-end mutual funds; however,
it does not own more than 5% of the outstanding shares of any other closed-end
fund. In 1997, The Soliciting Shareholder solicited proxies in opposition to the
solicitation of proxies by the management of another closed-end country fund,
The Growth Fund of Spain, Inc., in which the Soliciting Shareholder had an
equity interest. As a result of this solicitation of proxies, Messrs. Melville
and Sell were elected to the Board of Directors of The Growth Fund of Spain,
Inc.
From time to time over the past twelve months, the Soliciting Shareholder and
the Fund have held discussions regarding the persistent discount from net asset
value at which the shares of the Fund have traded and possible methods of
reducing the discount. To the knowledge of the Soliciting Shareholder, the Fund
has not determined to pursue any of the courses of action discussed by the
Soliciting Shareholder and the Fund. From time to time, the Soliciting
Shareholder and the Fund have also discussed the possibility of the Fund
offering representation on the Board of Directors of the Fund to the Soliciting
Shareholder. However, the Soliciting Shareholder and the Fund never reached any
agreement as to this matter.
In the fall of 1999, the Soliciting Shareholder submitted a proposal that the
Fund convert into an open-end fund, together with a supporting statement,
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. The proposal
and supporting statement were intended for inclusion in the proxy statement of
the Fund relating to the Annual Meeting. Another shareholder submitted a very
similar proposal under Rule 14a-8 for inclusion in the Fund's proxy statement
relating to the Annual Meeting. Since the proposals were very similar, the
Soliciting Shareholder agreed with the Fund that its proposal would not be
included in the Fund's proxy statement, but that its supporting statement would
be included. Accordingly, the Soliciting Shareholder's supporting statement is
included as Supporting Statement No. 2 under the third proposal included in the
Fund's proxy statement.
Exhibit 1 attached hereto sets forth information concerning purchases of shares
of Common Stock of the Fund by the Soliciting Shareholder during the last two
years. During such period, the Soliciting Shareholder has not sold any shares of
the Fund.
Neither the nominees of the Soliciting Shareholder nor any associate of the
Soliciting Shareholder have arrangement or understanding with any person with
respect to any future employment by the Fund or its affiliates or with respect
to any future transactions to which the Fund or any of its affiliates will or
may be a party. Notwithstanding the foregoing, it elected, it is anticipated
that the Soliciting Shareholder's nominees will be entitled to the fees payable
to other non-interested directors of the Fund and be entitled to expense
reimbursement to the same extent as other directors of the Fund.
CERTAIN CONSIDERATIONS
In considering whether to support the Soliciting Shareholder's nominees,
shareholders of the Fund should consider the following.
Although the Soliciting Shareholder is soliciting proxies on a platform of
enhancing shareholder value, neither it nor its nominees are committed to any
particular method of reducing the discount from NAV at which the shares of the
Fund trade, including open-ended. Although the Soliciting Shareholder
anticipates that discussions regarding methods of reducing or eliminating the
discount will be discussed at future meetings of the Board of Directors, there
can be no assurance that the Soliciting Shareholder's nominees, if elected to
the Board of Directors, will urge adoption of, or vote in favor of, any
proposals which would have the effect of reducing the discount.
In addition, even if the Soliciting Shareholder's nominees are elected to the
Board of Directors of the Fund, they will constitute only two of the eleven
members of the Board of Directors and there can therefore be no assurance that
proposals, if any, put forth by our nominees will be adopted by the entire
Board. The Soliciting Shareholder does not anticipate that it will solicit
proxies in future election contests involving the Fund, although it reserves the
right to do so.
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<PAGE>
THE NOMINEES
BLUE proxy cards which are signed, dated and returned to the Soliciting
Shareholder will be voted in favor of the election of Gregory L. Melville,
Moritz A. Sell, Thomas C. Barry and Walter J.P. Curley. Messrs. Melville and
Sell have furnished the Soliciting Shareholder with the information below
concerning their employment history and certain other matters. For information
regarding the employment history of Messrs. Barry and Curley, shareholders
should consult the Fund's proxy statement.
The Soliciting Shareholder determined to include two nominees of the Fund in its
slate of directors because it wants to provide shareholders using the BLUE proxy
card with the opportunity to vote for a full slate of directors. The Soliciting
Shareholder chose Messrs. Barry and Curley as its nominees because, according to
the proxy statement of the Fund, they are not now, nor have they been,
"interested persons" of the Fund, as such term is defined in the Investment
Company Act of 1940. There can be no assurance that Messrs. Barry and Curley
will serve on the Board of Directors of the Fund if elected as nominees of the
Soliciting Shareholder.
Name Age Present Principal Occupation
- ---- --- ----------------------------
Gregory L. Melville 43 Assistant Director of Bankgesellschaft Berlin AG
Moritz A. Sell 32 Market Strategist at Bankgesellschaft Berlin AG
Both Mr. Melville and Mr. Sell are United States citizens. Neither Mr. Melville
nor Mr. Sell owns, beneficially or of record, any shares of Common Stock. The
principal business address of Messrs. Melville and Sell is c/o the Soliciting
Shareholder, Alexanderplatz 2, D-10178 Berlin, Germany.
The Soliciting Shareholder has agreed to indemnify Messrs. Melville and Sell for
liabilities they may incur in connection with this proxy solicitation.
GREGORY L. MELVILLE. Mr. Melville has been an Assistant Director of the
Soliciting Shareholder since July 1995. From 1990 until June 1995, Mr. Melville
was a Vice President of Salomon Brothers Inc., an investment bank, working at
Salomon Brothers AG, a subsidiary in Germany. From 1989 through 1990, Mr.
Melville was employed by Devon Systems, a software manufacturer for securities
firms, as a consultant to customers of Devon Systems. From 1983 through 1989,
Mr. Melville was self-employed in the financial services industry. Mr. Melville
served as a finance officer in the United States Army from 1978 through 1983. He
received a Bachelor of Science degree from the United States Military Academy at
West Point in 1978.
MORITZ A. SELL. Mr. Sell has been a Market Strategist at the Soliciting
Shareholder since November 1996. From October 1995 until May 1996, Mr. Sell was
an analyst in a consulting capacity at Barclays de Zoete Wedd, an investment
bank. From 1990 through 1993, Mr. Sell was a Derivatives Trader at the Canadian
Imperial Bank of Commerce and, from 1993 through April 1994, Mr. Sell was a
Derivatives Trader at the Canadian Imperial Bank of Commerce and a Vice
President of CIBC Inc., a subsidiary of the Canadian Imperial Bank of Commerce.
Mr. Sell received a Bachelor of Arts degree in Economics from George Washington
University in 1989.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information regarding the beneficial
ownership of shares of Common Stock, as of the Record Date, by each owner of
more than 5% of the outstanding shares of Common Stock, based upon information
contained in the Fund's proxy statement (except that information with regard to
the Soliciting Shareholder reflects the number of shares of Common Stock
beneficially owned by the Soliciting Shareholder as of the Record Date and is
more current than the information contained in the Fund's proxy statement).
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<PAGE>
Name and Address of Beneficial/ Amount of Beneficial/ Percentage of
Record Owner Record Ownership Outstanding Shares
- ------------------------------- --------------------- ------------------
(Record Owner)
Cede & Co., as nominee for 15,073,886 shares 98.7%
The Depository Trust Company
P.O. Box 20
Bowling Green Station
New York, NY 10004
(Beneficial Owners)
State Street Bank & Trust Co. 3,192,700 shares 20.9%
Global Corporate Action Dept.
JAB5W
P.O. Box 1631
Boston, MA 01201-1631
Chase Manhattan Bank 3,070,026 shares 20.1%
4 New York Plaza
New York, NY 10004
Bankgesellschaft Berlin AG 2,409,200 shares 15.8%
Alexanderplatz 2
D-10178 Berlin
Germany
President and Fellows of Harvard 2,027,400 shares 13.3%
College
c/o Harvard Management Co., Inc.
600 Atlantic Ave.
Boston, MA 02210
Lazard Freres Asset Management 1,590,900 shares 10.4%
30 Rockefeller Plaza
New York, NY 10112
Brown Brothers Harriman & Co. 1,030,591 shares 6.7%
63 Wall Street
New York, NY 10005
Tattersall Advisory Group 836,700 shares 5.5%
6620 West Broad Street
Richmond, VA 23230
THE SOLICITATION
The Soliciting Shareholder has retained ChaseMellon Consulting Services to
assist and to provide advisory services in connection with this proxy
solicitation, for which ChaseMellon will be paid a fee based on the number of
hours devoted to the proxy solicitation and will be reimbursed for out-of
- -pocket expenses. The Soliciting Shareholder will indemnify ChaseMellon against
certain liabilities and expenses in connection with this proxy solicitation,
including liabilities under the federal securities laws. Other than Messrs.
Melville and Sell, no officers, directors or employees of the Soliciting
Shareholder will solicit proxies.
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<PAGE>
Banks, brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward this Proxy Statement and the accompanying BLUE proxy card
to the beneficial owner of shares of Common Stock for whom they hold of record
and the Soliciting Shareholder will reimburse them for their reasonable
out-of-pocket expenses.
The expenses related to this proxy solicitation will be borne by the Soliciting
Shareholder. The Soliciting Shareholder estimates that the total amount of
expenses to be incurred by it in this proxy solicitation will be approximately
$50,000. Expenses to date have been approximately $25,000.
If you have any questions concerning this Proxy Statement or the procedures to
be followed to execute and deliver a proxy, please contact:
ChaseMellon Consulting Services
44 Wall Street, 7th Floor
New York, New York 10005
1-888-867-6168
OTHER INFORMATION
According to the Fund's Proxy Statement, stockholder proposals intended to be
presented at the Fund's Annual Meeting of Stockholders in 2001 must be received
by the Fund on or before November 17, 2000 in order to be included in the Fund's
proxy statement and form of proxy relating to that meeting. For a stockholder
proposal which is not included in the Fund's proxy statement to be considered
timely, it must be received by the Fund at least 15 days before the Fund's
Annual Meeting of Stockholders in 2001.
Dated: April 11, 2000
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<PAGE>
EXHIBIT 1
ALL SECURITIES OF THE FUND PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE SOLICITING SHAREHOLDER
Except as disclosed in this Proxy Statement, neither the Soliciting
Shareholder nor its nominees for election to the Board of Directors of the Fund
has, or had, any interest, director or indirect, by security holdings or
otherwise, in the Fund. The following table sets for the certain information
with respect to purchases of shares of Common Stock by the Soliciting
Shareholder. Neither Mr. Melville nor Mr. Sell owns any shares of Common Stock
or has purchased any shares during the last two years. Neither the Soliciting
Shareholder nor either of its two nominees for election to the Board of
Directors of the Fund (Messrs. Melville and Sell) has sold any shares of Common
Stock in the last two years.
Purchases of Shares of Common Stock by the Soliciting Shareholder
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Date Number of Shares Purchased
---- --------------------------
May 15, 1998 4,100
May 18, 1998 20,000
May 26, 1998 10,000
May 28, 1998 3,000
May 29, 1998 30,000
June 2, 1998 20,000
June 16, 1998 10,000
June 17, 1998 50,000
June 18, 1998 7,000
June 19, 1998 3,000
June 23, 1998 74,600
June 24, 1998 100,000
August 24, 1998 50,000
August 25, 1998 10,000
August 27, 1998 48,100
August 28, 1998 10,000
August 31, 1998 294,000
September 1, 1998 474,600
September 2, 1998 32,500
September 3, 1998 55,200
September 4, 1998 25,000
September 9, 1998 163,600
April 8, 1999 10,000
April 9, 1999 10,000
April 30, 1999 54,500
May 17, 1999 7,300
May 25, 1999 40,000
June 8, 1999 13,700
June 9, 1999 7,500
-8-
<PAGE>
Date Number of Shares Purchased
---- --------------------------
June 10, 1999 10,000
June 14, 1999 10,000
June 18, 1999 400
June 21 10,000
June 23, 1999 80,500
July 8, 1999 39,400
July 14, 1999 1,000
July 27, 1999 8,100
July 29, 1999 69,400
July 30, 1999 7,800
August 3, 1999 25,000
August 4, 1999 200
August 9, 1999 600
August 10, 1999 30,000
August 12, 1999 20,300
August 16, 1999 31,600
August 19, 1999 10,100
August 23, 1999 75,200
August 24, 1999 9,300
August 30, 1999 5,000
August 31, 1999 1,000
October 7, 1999 1,500
October 25, 1999 4,000
November 2, 1999 25,000
November 4, 1999 30,000
November 9, 1999 21,400
November 11,1999 52,700
November 15, 1999 50,000
November 16, 1999 51,200
December 8, 1999 10,000
December 17, 1999 20,100
January 7, 2000 20,000
January 12, 2000 5,000
January 13, 2000 3,000
January 20, 2000 49,300
January 21, 2000 2,500
January 28, 2000 5,200
February 4, 2000 12,600
February 7, 2000 2,000
February 8, 2000 4,100
February 9, 2000 26,300
February 11, 2000 5,800
-9-
<PAGE>
Date Number of Shares Purchased
---- --------------------------
February 14, 2000 39,600
February 23, 2000 22,900
March 1, 2000 4,500
March 2, 2000 8,000
March 2, 2000 12,000
March 3, 2000 5,000
March 13, 2000 3,000
March 14, 2000 6,000
-10-
<PAGE>
PROXY CARD
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF THE FRANCE GROWTH
FUND, INC. BY BANKGESELLSCHAFT BERLIN AG
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 26, 2000
The undersigned hereby appoints GREGORY L. MELVILLE and MORITZ A. SELL,
and each of them, as the undersigned's proxies, with full power of substitution,
to attend the Annual Meeting of Stockholders of THE FRANCE GROWTH FUND, INC.
(the "Fund") to be held at the offices of PaineWebber, Inc., 14th Floor Board
Room, 1285 Avenue of the Americas, New York, New York 10019 on Wednesday, April
26, 2000, at 2:00 p.m., New York City time, and any adjournment(s) or
postponement(s) thereof, and to vote on all matters that may come before such
meeting the number of shares that the undersigned would be entitled to vote,
with all the power that the undersigned would possess if present in person, as
follows:
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES LISTED BELOW. [ ] WITHHOLD AUTHORITY [ ]
(EXCEPT AS INDICATED TO THE TO VOTE FOR ALL NOMINEES
CONTRARY BELOW) LISTED BELOW
GREGORY L. MELVILLE, MORITZ A. SELL, THOMAS C. BARRY and WALTER J.P. CURLEY
If you wish to withhold authority to vote for the election of any individual
nominee, write the name of that nominee below.
- --------------------------------------------------------------------------------
2. To ratify the selection by the Board of Directors of the Fund of
PricewaterhouseCoopers LLP as independent accountants for the fiscal year ending
December 31, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To consider and act upon a stockholder proposal with respect to ensuring
Fund shares can trade at net asset value.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To consider and act upon a stockholder proposal with respect to conducting
a tender offer for Fund shares.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
IMPORTANT -- PLEASE SIGN AND DATE THE REVERSE SIDE
<PAGE>
5. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING, AND ANY AND ALL ADJOURNMENTS
OR POSTPONEMENTS THEREOF, AS PROVIDED IN THE PROXY STATEMENT PROVIDED HEREWITH.
SHARES WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE IN ITEM 1 AND THIS PROXY WILL
ABSTAIN FROM VOTING ON PROPOSALS 2, 3 AND 4. THE UNDERSIGNED HEREBY ACKNOWLEDGES
RECEIPT OF THE PROXY STATEMENT DATED , 2000 OF BANKGESELLSCHAFT
BERLIN AG. THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE EXECUTED BY THE
UNDERSIGNED RELATING TO THE SUBJECT MATTER HEREOF AND CONFIRMS ALL THAT THE
PROXIES MAY LAWFULLY DO BY VIRTUE HEREOF.
(IMPORTANT-- PLEASE FILL IN DATE)
This proxy card is provided by Bankgesellschaft Berlin AG, a shareholder of the
Fund.
SIGNATURE(S)
--------------------------------------------
Dated:
--------------------------------------------
Please sign exactly as your name appears
hereon or on proxy cards previously sent to
you. When shares are held by joint tenants,
both should sign. When signing as an
attorney, executor, administrator, trustee
or guardian, please give full title as such.
If a corporation, please sign in full
corporate name by the President or other
duly authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Please sign as registered and return
promptly in the enclosed envelope.
Executors, trustees and others signing in a
representative capacity should include their
names and the capacity in which they sign.
