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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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)
March 31, 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 5 Pages
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<TABLE>
<CAPTION>
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CUSIP No.: 35177K108 13D Page 2 of 5 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 2,561,000
SHARES
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BENEFICIALLY SHARED VOTING POWER 0
OWNED
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BY EACH SOLE DISPOSITIVE POWER 2,561,000
REPORTING
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PERSON SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,561,000
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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) 16.76%
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14 TYPE OF REPORTING PERSON BK
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</TABLE>
Page 2 of 5 Pages
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This Amendment No. 7 amends and supplements Items 3, 4 and 5 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 2,561,000
shares of Common Stock listed in Item 5(a) was working capital. The amount of
the funds used to purchase such shares aggregated approximately $34,755,726
(exclusive of commissions).
ITEM 4. PURPOSE OF TRANSACTION
As previously disclosed, in the fall of 1999, the Bank 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 of shareholders scheduled
for April 26, 2000 ("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.
In the Bank's initial filing of its Schedule 13D, the Bank indicated
that it might consider seeking representation of the Board of Directors of the
Fund ("the Board"). The Bank believes that in order to enhance shareholder value
it is imperative that the interests of the Board be aligned with the
shareholders, and not with the management of the Fund or its investment advisor.
Accordingly, the Bank has determined to solicit proxies of the shareholders of
the Fund to vote in favor of two nominees of the Bank to the Board at the
election scheduled to occur at the Annual Meeting and, in connection therewith,
filed preliminary proxy materials with the Securities and Exchange Commission on
March 29, 2000.
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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The financial statements included in the Fund's annual report for
the period ended December 31, 1999 indicate that, as of December 31, 1999, there
were 15,280,000
Page 3 of 5 Pages
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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 2,561,000 shares of Common Stock,
which constitute approximately 16.76% 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. 6 to its Schedule 13D with
respect to the shares of Common Stock of the Fund, 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
---- -------------------------- ---------------
February 14, 2000 39,600 $16.1250
February 23, 2000 22,900 16.1220
March 1, 2000 4,500 16.4375
March 2, 2000 8,000 16.8125
March 2, 2000 12,000 16.7708
March 3, 2000 5,000 17.2500
March 13, 2000 3,000 17.4375
March 14, 2000 6,000 17.0146
(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.
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: March 31, 2000 BANKGESELLSCHAFT BERLIN AG
By: /s/ Gregory L. Mellville
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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 5 Pages
