-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SKSEQLc+zgLZzQ3b/GoMRdMEOZX9EphpZPITAR5DcsAlGGmmN0oEUFy+ZYCweM3W /SKfWvFW0eid2kh7jYk1RA== 0000950136-99-001455.txt : 19991115 0000950136-99-001455.hdr.sgml : 19991115 ACCESSION NUMBER: 0000950136-99-001455 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRANCE GROWTH FUND INC CENTRAL INDEX KEY: 0000860743 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133560020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42274 FILM NUMBER: 99750251 BUSINESS ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: C/O MITCHELL HUTCHINS ASSET MANAGEMENT CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127133589 MAIL ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 32ND FL CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKGESELLSCHAFT BERLIN AG CENTRAL INDEX KEY: 0001038872 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ALEXANDERPLATZ 2 CITY: 10178 BERLIN GERMANY MAIL ADDRESS: STREET 1: ALEXANDERPLATZ 2 CITY: 10178 BERLIN GERMANY SC 13D/A 1 AMENDMENT TO SCHEDULE 13D 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. - -------------------------------------------------------------------------------- (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) November 3, 1999 - -------------------------------------------------------------------------------- (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 - ------------------------ --------------------- CUSIP No.: 35177K108 13D Page 2 of 7 Pages - ------------------------ --------------------- - -------------------------------------------------------------------------------- 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 OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 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 2,192,900 SHARES - -------------------------------------------------------------------------------- BENEFICIALLY SHARED VOTING POWER 0 OWNED - -------------------------------------------------------------------------------- BY EACH SOLE DISPOSITIVE POWER 2,192,900 REPORTING - -------------------------------------------------------------------------------- PERSON SHARED DISPOSITIVE POWER 0 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 2,192,900 PERSON - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.29% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON BK - -------------------------------------------------------------------------------- Page 2 of 7 Pages 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 Date Number of Shares Purchased Price Per Share ---- -------------------------- --------------- 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 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 ------------------------------------- Name: Gregory L. Melville Title: Assistant Director By: /s/ Moritz Sell ------------------------------------- Name: Moritz Sell Title: Market Strategist Page 5 of 7 Pages ANNEX A Leopold Troeblinger no longer serves a member of the Managing Board of the Bank. Page 6 of 7 Pages 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 - ------- 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 -----END PRIVACY-ENHANCED MESSAGE-----