0000950136-01-501385.txt : 20011008
0000950136-01-501385.hdr.sgml : 20011008
ACCESSION NUMBER: 0000950136-01-501385
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20010918
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
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: FRANCE GROWTH FUND INC
CENTRAL INDEX KEY: 0000860743
STANDARD INDUSTRIAL CLASSIFICATION: []
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: 1739999
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. 11 TO SCHEDULE 13D
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PUSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FULED PURSUANT TO
RULE 13d -2(a)
(AMENDMENT NO. 11)
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)
Dirk Kipp
Bankgesellschaft Berlin AG
Alexanderplatz 2
D-10178 Berlin
Germany
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 2001
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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 4 Pages
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CUSIP No.: 35177K108 13D Page 2 of 4 Pages
-------------------- -----------------
--------------------------------------------------------------------------------
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) [ ]
A GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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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
--------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER 1,983,805
SHARES
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BENEFICIALLY SHARED VOTING POWER 0
OWNED
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BY EACH SOLE DISPOSITIVE POWER 1,983,805
REPORTING
--------------------------------------------------------------------------------
PERSON SHARED DISPOSITIVE POWER 0
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,983,805
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 16.43%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON BK
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Page 2 of 4 Pages
This Amendment No. 11 amends and supplements Items 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 4. PURPOSE OF TRANSACTION
As previously disclosed, On December 18, 2000 the Bank and the
Fund entered into an agreement regarding, among other things, the Fund's
intention to engage in a tender offer (the "Tender Offer") for 20 % (twenty
percent) of the outstanding shares of the Fund at a price equal to 98 %
(ninety-eight percent) of the net asset value per share of the Fund as of the
close of trading of Fund shares on the New York Stock Exchange on the day after
the expiration of the tender offer.
The Fund completed the Tender Offer on February 28, 2001, for
3,018,000 shares of the Fund's common stock. The shares were purchased at a
price of $10.6624 per share, which was 98% of the net asset value of the shares
on February 28, 2001. The Bank tendered all 2,620,000 shares of Common Stock
then owned by the Bank in the Tender Offer, and following pro ration of the
shares of Common Stock tendered by all shareholders in the Fund in relation to
the number of such shares sought in the Tender Offer, the Fund purchased 671,695
shares of Common Stock from the Bank. Because not all holders of shares of
Common Stock tendered all their Shares in the Tender Offer, the percentage of
the outstanding shares of Common Stock held by the Bank decreased as specified
in Item 5 below.
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. 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 April 16, 2001 indicates that, as of March
29, 2001, 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 August 30, 2001, the Bank is the beneficial owner of
1,983,805 shares of Common Stock, which constitute approximately 16.43 % 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.
3
(c) Since the filing of Amendment No. 10 to its Schedule 13D
with respect to the shares of Common Stock of the Fund, the Bank, pursuant to
the Tender Offer described in Item 4 above, sold on February 28, 2001, 671,695
shares of Common Stock at a price of $10.6624 per share. In addition, on August
30, 2001, the Bank acquired 3,000 shares of Common Stock at a price of $8.06 per
share, 30,000 shares of Common Stock at a price of $8.1334 per share, and 2,000
shares of Common Stock at a price of $8.01 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.
SIGNATURES
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: September 4, 2001 BANKGESELLSCHAFT BERLIN AG
By: /s/ Dirk Kipp
-----------------------------------
Name: Dirk Kipp
Title:
By: /s/ Moritz Sell
-----------------------------------
Name: Moritz Sell
Title: