-----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, LkQhD1a259vthVUu35bJAT2yUvwNvPw5VwiC0bKPQy+zEGFMpG9Ig/5yPDOziwtN dVpt8mHHKILAEX3SVki8fw== 0000950136-00-000493.txt : 20000406 0000950136-00-000493.hdr.sgml : 20000406 ACCESSION NUMBER: 0000950136-00-000493 CONFORMED SUBMISSION TYPE: PRRN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000405 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: PRRN14A SEC ACT: SEC FILE NUMBER: 811-05994 FILM NUMBER: 594363 BUSINESS ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS, 37TH FLOOR 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: 37TH 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: PRRN14A BUSINESS ADDRESS: STREET 1: ALEXANDERPLATZ 2 CITY: 10178 BERLIN GERMANY MAIL ADDRESS: STREET 1: ALEXANDERPLATZ 2 CITY: 10178 BERLIN GERMANY PRRN14A 1 PRELIMINARY PROXY; CONTESTED SOLICITATION 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)) Definitive Proxy Statement Definitive Additional Materials [X] Soliciting Material Under Rule 14a-12 THE FRANCE GROWTH FUND, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) BANKGESELLSCHAFT BERLIN AG - -------------------------------------------------------------------------------- (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: (2) Aggregate number of securities to which transaction applies: (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): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: 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: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: [Letter of Bankgesellschaft Berlin AG] Berlin, April 5, 2000 Dear Fellow Shareholder: You may have recently received proxy materials from the Board of Directors of The France Growth Fund, Inc., for the Annual Meeting of Shareholders to be held April 26th, 2000. Bankgesellschaft Berlin AG is seeking your support in electing our two nominees to the Board of Directors of the Fund. Currently, there are no members of the Board of Directors who were nominated by any shareholder of the Fund. The Bank 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. Accordingly, we are proposing alternate nominees, which we believe will better represent the interest of all shareholders. 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 the Growth Fund of Spain, Inc., another closed-end mutual fund. WE URGE YOU NOT TO RETURN ANY WHITE PROXY CARD YOU MAY RECEIVE FROM THE FRANCE GROWTH FUND, INC. We will soon be mailing you our proxy materials. Please read these materials when you receive them, as they contain important information about our nominees and the reasons why their election to the Board of Directors of The France Growth Fund, Inc. is in your best interest. You may also obtain our proxy materials through the Securities and Exchange Commission's internet site at http//www.sec.gov free of charge. Pursuant to the Rules of the Securities and Exchange Commission, we advise you that, as of February 4, 2000, the record date for the Annual Meeting, the Bank was the beneficial owner of 2,409,200 shares of the Fund, representing approximately 15.77% of the outstanding shares and that, as of April 5, 2000, the Bank was the owner of 2,561,000 shares of the Fund, representing approximately 16.76% of the outstanding shares. Both on public filings with the Securities and Exchange Commission, the Bank are the third largest shareholder of the Fund. Neither Mr. Melville nor Mr. Sell owns, beneficially or record, any shares of the Fund. Again, we urge you NOT to return any WHITE proxy card that you may have received from the Fund until you have reviewed our proxy materials. If you have any questions, need additional copies of the proxy material or need further information, please contact ChaseMellon Shareholder Services, who is assisting us in this solicitation in opposition to management, toll-free at (888) 867-6168. With kind regards, BANKGESELLSCHAFT BERLIN Aktiengesellschaft /s/ Dirk Kipp /s/ Bartho Schroder Dirk Kipp Bartho Schroder -2- -----END PRIVACY-ENHANCED MESSAGE-----