-----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, AvL88h87/mRE/bT9uvs+1GOdiJBT2hMWAaAOpiB0g34GS7XiP4lKewDq1L56Jd+p EgBoVrzjLpzY6yH4Ffdcxg== 0000950136-02-001825.txt : 20020620 0000950136-02-001825.hdr.sgml : 20020620 20020619172619 ACCESSION NUMBER: 0000950136-02-001825 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKGESELLSCHAFT BERLIN AG CENTRAL INDEX KEY: 0001038872 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 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRANCE GROWTH FUND INC CENTRAL INDEX KEY: 0000860743 IRS NUMBER: 133560020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42274 FILM NUMBER: 02682625 BUSINESS ADDRESS: STREET 1: 499 WASHINGTON BLVD 14TH FLOOR STREET 2: C/O MITCHELL HUTCHINS ASSET MANAGEMENT CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 2013184144 MAIL ADDRESS: STREET 1: 499 WASHINGTON BLVD 14TH FLOOR STREET 2: 37TH FL CITY: JERSEY CITY STATE: NJ ZIP: 07310 SC 13D/A 1 file001.txt AMENDMENT NO. 12 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 12) The France Growth Fund, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 35177K108 - -------------------------------------------------------------------------------- (CUSIP Number) Dirk Kipp Bankgesellschaft Berlin AG Alexanderplatz 2 D-10178 Berlin Germany - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 18, 2002 - -------------------------------------------------------------------------------- (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 1,985,805 SHARES ------------------------------------------------------------- BENEFICIALLY SHARED VOTING POWER 0 OWNED ------------------------------------------------------------- BY EACH SOLE DISPOSITIVE POWER 1,985,805 REPORTING ------------------------------------------------------------- PERSON SHARED DISPOSITIVE POWER 0 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,985,805 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.45% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON BK - -------------------------------------------------------------------------------- Page 2 of 7 Pages This Amendment No. 12 amends and supplements Items 4, 5 and 7 of the Schedule 13D of Bankgesellschaft Berlin AG (the "Bank") with respect to the shares ("Shares") of Common Stock, par value $.01 per Share (the "Common Stock"), of The France Growth Fund, Inc. (the "Fund"). ITEM 4. PURPOSE OF TRANSACTION As disclosed in the Fund's definitive proxy statement regarding its annual meeting filed with the Securities and Exchange Commission on May 2, 2002, the following seven proposals were presented to the Fund's 2002 Annual Meeting of the Fund's Stockholders held on June 18, 2002 (the "2002 Annual Meeting"): 1. To change the Fund's investment program amending the Fund's fundamental investment objective and policies ("Proposal 1"); 2(a)-(g).To change the Fund's fundamental investment restrictions which are necessary to implement the Fund's proposed new investment program ("Proposal 2"); 3. To amend the Fund's Articles of Incorporation to change the name of the Fund to The European Multi-Strategy Investment Company ("Proposal 3"); 4. To consider a new investment advisory agreement between the Fund and Credit Agricole Asset Management U.S.Advisory Services, the Fund's investment adviser (the "Adviser"), with an increase in the advisory fee payable to the Adviser ("Proposal 4"); 5. To allow the Adviser, subject to Board approval, to select, supervise and replace, if necessary, investment managers to directly manage a portion of the Fund's portfolio and to materially modify existing subadvisory agreements without obtaining stockholder approval of the new or amended subadvisory agreement; ("Proposal 5"); 6. To elect four (4) directors in Class II to serve for a term expiring on the date of the Annual Meeting of Stockholders in 2005 ("Proposal 6"); and 7. To consider and act upon a stockholder proposal recommending that the Board of Directors expedite the process to ensure Fund shares can trade at net asset value ("Proposal 7"). On June 18, 2002, in connection with proceedings at, and the adjournment of, the 2002 Annual Meeting, the Bank and the Fund entered into an Agreement (the "Agreement"), Page 3 attached hereto as Exhibit 1, that provides that the Board will initiate a tender offer if Proposals 1 through 5 are adopted by stockholders at the 2002 Annual Meeting or any adjournment thereof. The Bank agreed to vote in favor of the directors nominated by the Fund in Proposal 6 and to vote against the stockholder proposal set forth in Proposal 7. In addition, the Agreement provides that the Fund will convene a governance committee with the purpose of reducing the size of the Board and establishing an advisory board and that, at the Bank's discretion, the Fund will offer Phillip Goldstein a seat on the Board if he votes his shares and the shares for which he currently has proxies in favor of Proposals 1 through 5. 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 that 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 Fund's definitive proxy statement filed with the Securities and Exchange Commission on May 2, 2002 indicates that, as of March 28, 2002, there were 12,072,000 shares of Common Stock outstanding. The percentage set forth in this Item 5(a) was derived using such number. As of the date of this Amendment 12, the Bank is the beneficial owner of 1,985,805 shares of Common Stock, which constitute approximately 16.45 % 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. 11 to its Schedule 13D with respect to the shares of Common Stock of the Fund, the Bank purchased on the open market on October 16, 2001, 2,000 shares of Common Stock at a price of $7.15 per share. (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. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Agreement, dated as of June 18, 2002, by and between the France Growth Fund Inc. and Bankgesellschaft Berlin A.G. Page 4 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: June 19, 2002 BANKGESELLSCHAFT BERLIN AG By: /s/ Moritz Sell ---------------------------------- Name: Moritz Sell Title: By: /s/ Dirk Kipp ---------------------------------- Name: Dirk Kipp Title: Page 5 EX-1 3 file002.txt AGREEMENT EXHIBIT 1 --------- AGREEMENT The Board of Directors (the "Board") of the France Growth Fund (the "Fund") has decided that it will initiate a tender offer assuming that Proposals 1 through 5 are adopted by stockholders at the Annual Meetings of Stockholders on June 18, 2002 or any adjournment thereof, along the lines set forth in the attached draft press release. The Board and Bankgesellschaft Berlin AG (the "Bank") hereby agree that the Bank will vote in favor of the management slate set forth under Proposal 6 in the proxy statement of the Fund and against the shareholder Proposal set forth under Item 7 of that proxy statement. The Board further agrees to convene a governance committee with the purpose of reducing the size of the Board and establishing an advisory board. At the Bank's discretion, the Board hereby agrees to offer Phillip Goldstein a seat on the Board if he votes his shares and the shares for which he currently has proxies in favor of Proposals 1 through 5. Dated: June 18, 2002 THE FRANCE GROWTH FUND, INC. By: /s/ Jean A.Arvis ----------------------------------- Name: Jean A. Arvis Title: Chairman Agreed and Accepted: BANKGESELLSCHAFT BERLIN AG By: /s/ Moritz Sell ------------------------------- Name: Moritz Sell Title: By: /s/ Gregory Melville ------------------------------- Name: Gregory Melville Title: FRANCE GROWTH FUND ANNOUNCES CONDITIONAL TENDER OFFER New York, NY, June 18, 2002 (Business Wire) -- The Board of Directors of the France Growth Fund, Inc. (the "Fund") announced today the preliminary results of the Fund's annual meeting of stockholders. Based upon these results, John Bult, Serge Demoliere, Michel Longchampt and Michel Rapaccioli were re-elected to the Board to serve for a three-year term expiring at the 2005 annual meeting. The Fund will issue a press release announcing the final voting results with respect to the election of directors and the stockholder proposal as soon as they are available. The meeting with respect to the proposals relating to the change in the Fund to a European multi-strategy, multi-manager investment program was adjourned until Friday, June 21, 2002 at 2:00pm at the office of Credit Agricole Indosuez, 666 Third Avenue, New York, NY 10017. Mr. Arvis, the Chairman of the Board, commented that "our stockholders have indicated their strong support in favor of the proposed new investment program, but a sufficient number of shares have not yet voted to satisfy the more stringent requirements of the Investment Company Act. We have adjourned the meeting for a period of time to solicit additional votes on these proposals." The Board also announced actions that it had taken at a meeting following the annual meeting of shareholders. At that meeting, the Board unanimously voted to conduct a tender offer for up to 25% of its common stock at a discount of 5% to its NAV, conditioned upon stockholder approval of all of the proposals relating to the new investment program. If the proposals are approved, the tender offer would be conducted as soon as practicable, subject to terms determined by the Board's Investment and Strategy Committee. The France Growth Fund, Inc. (NYSE: FRF) is a closed-end, diversified management investment company seeking long-term capital appreciation through investment in French equity securities. The Fund maintains a website at www.francegrowthfund.com. CAAM, the Fund's investment adviser, is an indirect wholly-owned subsidiary of the Credit Agricole Group. CONTACT: The France Growth Fund, New York Steven Cancro, 646/658-3663 -----END PRIVACY-ENHANCED MESSAGE-----