-----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, Nbpg2wqF/IaQuYDtdcC8aDmaB+VKe3yaHg6luZZAizeWmXfcHe1ADF16xRLZTMbp bMd5s2sK2Kb5dvLkrbZnug== 0000950136-98-001634.txt : 19980914 0000950136-98-001634.hdr.sgml : 19980914 ACCESSION NUMBER: 0000950136-98-001634 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980911 SROS: NYSE 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 SEC ACT: SEC FILE NUMBER: 005-42274 FILM NUMBER: 98707768 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 BUSINESS ADDRESS: STREET 1: ALEXANDERPLATZ 2 CITY: 10178 BERLIN GERMANY MAIL ADDRESS: STREET 1: ALEXANDERPLATZ 2 CITY: 10178 BERLIN GERMANY SC 13D 1 SCHEDULE 13D Securities and Exchange Commission Washington, D.C. 20549 ------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 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) September 1, 1998 - ------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Page 1 of 12 Pages CUSIP No.: 35177K108 13D Page 2 of 12 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 (a) [ ] OF A GROUP (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 1,495,400 SHARES - ------------------------------------------------------------------------------------------ BENEFICIALLY SHARED VOTING POWER 0 OWNED - ------------------------------------------------------------------------------------------ BY EACH SOLE DISPOSITIVE POWER 1,495,400 REPORTING - ------------------------------------------------------------------------------------------ PERSON SHARED DISPOSITIVE POWER 0 WITH - ------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,495,400 - ------------------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ] (11) EXCLUDES CERTAIN SHARES - ------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.74% - ------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON BK - ------------------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock, par value $.01 per share (the "Common Stock"), of The France Growth Fund, Inc. (the "Fund"), a corporation organized under the laws of the State of Maryland and registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). The principal executive offices of the Fund are located at 1285 Avenue of the Americas, New York, New York 10019. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This Schedule 13D is being filed by Bankgesellschaft Berlin AG (the "Bank"), a corporation formed under the laws of the Federal Republic of Germany. The Bank is a West German banking organization whose principal offices are located at Alexanderplatz 2, D-10178 Berlin, Germany. The name, business address and principal occupation of each director and executive officer of the Bank are set forth on Annex A hereto, which is incorporated by reference. Annex A also sets forth the name, address, jurisdiction of incorporation and principal business of each shareholder of the Bank who may be deemed to be in control of the Bank. All information in this Schedule 13D with respect to the persons listed on Annex A is given to the knowledge of the Bank. (d) During the past five years, neither the Bank nor any of the persons listed on Annex A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither the Bank nor any of the persons listed on Annex A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All of the individuals listed in Annex A are citizens of the Federal Republic of Germany, except Yves Dermeaux, who is a citizen of Belgium, David Clark and Zoe Shaw, who are citizens of Great Britain, and Dr. Erik Blahut, who is a citizen of the Republic of Austria. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source of the funds used by the Bank to purchase shares of Common Stock listed in Item 5(a) was working capital. The amount of the funds used to purchase such shares aggregated approximately $19,418,260 (exclusive of commissions). Page 3 of 12 Pages ITEM 4. PURPOSE OF TRANSACTION The shares of Common Stock held by the Bank were acquired for the purpose of investment. Depending upon the Fund's business and prospects, and upon future developments, the Bank may from time to time purchase additional shares of Common Stock, dispose of all or a portion of the shares of Common Stock it holds, or cease buying or selling shares of Common Stock. Factors that may influence the Bank's decision to purchase additional shares or to sell all or a portion of its holdings include, but are not limited to, the level of discount from net asset value ("NAV"), the performance of the shares of Common Stock in the market, the availability of funds, alternative uses of funds, stock and money market conditions, and general economic conditions. Any additional purchases or sales of the shares may be in the open market, in privately-negotiated transactions, or otherwise. The recent level of the discount from NAV at which the shares of Common Stock have traded has been a significant factor in the Bank's decision to purchase shares. With a view to maximizing the return on its investment in the shares of Common Stock, the Bank is considering possible actions that it could take if the discount from NAV remains at current levels. Such actions include, but are not limited to, urging the board of the Fund to initiate the process of open-ending the Fund, urging the board of the Fund to commence an issuer tender offer or other repurchase program, or urging the board of the Fund to liquidate the Fund. The Bank may also consider increasing its ownership of shares of Common Stock to as much as a majority or more of the outstanding shares, seeking representation on the Fund's board, soliciting proxies with respect to the Fund, or other courses of action. (An amendment to the Fund's Articles of Incorporation to open-end the Fund requires the affirmative vote of 75% of the outstanding shares of the Fund (unless open-ending is approved by 75% of the entire Board of Directors, in which case the affirmative vote of 662/3% of the outstanding shares of the Fund is required).) The Bank has not determined to pursue any particular course of action, and, depending upon the factors listed above and other relevant circumstances, may determine not to pursue any such actions and instead to hold or dispose at any time of all or a portion of its shares of Common Stock. Except as described in this Item 4, the Bank has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Fund, or the disposition of securities of the Fund; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Fund; (c) a sale or transfer of a material amount of assets of the Fund; (d) any change in the present board or management of the Fund, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Page 4 of 12 Pages board; (e) any material change in the present capitalization or dividend policy of the Fund; (f) any other material change in the Fund's business or corporate structure, including, but not limited to, any plans or proposals to make any changes in the Fund's investment policies for which a vote is required by Section 13 of the Investment Company Act; (g) any changes in the Fund's charter, by-laws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Fund by any person; (h) causing a class of securities of the Fund to be delisted from a national securities exchange or to cease to be authorized to be quoted in any inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Fund becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. The Bank will review its investment in the Fund from time to time and 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 proxy statement, dated February 26, 1998, relating to the 1998 Annual Meeting of Stockholders of the Fund states that, as of February 10, 1998, 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 1,495,400 shares of Common Stock, which constitute approximately 9.74% 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 5 of 12 Pages
Date Number of Shares Purchased Price Per Share ---- -------------------------- --------------- August 24, 1998 50,000 $13.4260 August 25, 1998 10,000 13.7500 August 27, 1998 48,100 12.3459 August 28, 1998 10,000 12.5625 August 31, 1998 219,000 12.3213 August 31, 1998 75,000 12.2875 September 1, 1998 24,500 12.0459 September 1, 1998 450,100 12.0069 September 2, 1998 32,500 12.8365 September 3, 1998 25,000 12.5625 September 3, 1998 30,200 12.5000 September 4, 1998 25,000 12.8250 September 9, 1998 63,600 13.7276 September 9, 1998 100,000 13.7500
(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 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Bank does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Fund, including, but not limited to, the transfer or voting of any such securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. Page 6 of 12 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: September 10, 1998 BANKGESELLSCHAFT BERLIN AG By: /s/ Dirk Kipp ------------------------------ Name: Dirk Kipp Title: Director By: /s/ Moritz A. Sell ------------------------------ Name: Moritz A. Sell Title: Page 7 of 12 Pages ANNEX A Unless otherwise indicated, the business address for all individuals listed in this Annex A is Bankgesellschaft Berlin AG, Alexanderplatz 2, 10178 Berlin Federal Republic of Germany. MEMBERS OF THE MANAGING BOARD ----------------------------- Name and Address Principal Occupation - ---------------- -------------------- Dr. Wolfgang Rupf Speaker of the Managing Board of Bankgesellschaft Berlin AG Norbert Pawlowski Member of the Managing Board of Bankgesellschaft Berlin AG Hans Leukers Member of the Managing Board of Bankgesellschaft Berlin AG Leopold Trobinger Member of the Managing Board of Bankgesellschaft Berlin AG Page 8 of 12 Pages EXECUTIVE OFFICERS ------------------
Name and Address Principal Occupation - ---------------- -------------------- Dr. Herbert Alisch Managing Director of Bankgesellschaft Berlin Bankgesellschaft Berlin AG AG Konzern-Finanzen und Beteiligungen Hardenbergstrasse 32 10623 Berlin Federal Republic of German Willi Bohmer Managing Director of Bankgesellschaft Berlin AG Peter Konig Managing Director of Bankgesellschaft Berlin AG Hans Joachim Bley Managing Director of Bankgesellschaft Berlin AG Jochen W. Sawahn Managing Director of Bankgesellschaft Berlin AG Dr. Joachim Preussner Managing Director of Bankgesellschaft Berlin AG Heinrich Honerlage Managing Director of Bankgesellschaft Berlin Konzern-Revision AG Bankgesellschaft Berlin AG Otto-Braun-Strasse 90 10149 Berlin Federal Republic of Germany Stefan Tragler Managing Director of Bankgesellschaft Berlin Konzern-Revision AG Bankgesellschaft Berlin AG Otto-Braun-Strasse 90 10149 Berlin Federal Republic of Germany Artur Fischer Managing Director of Bankgesellschaft Berlin Konzern-Organisation AG Bankgesellschaft Berlin AG Brunnestrasse 111 13355 Berlin Federal Republic of Germany
Page 9 of 12 Pages
Name and Address Principal Occupation - ---------------- -------------------- Wolfgang Gunther Managing Director of Bankgesellschaft Berlin Konzern-Organisation AG Bankgesellschaft Berlin AG Brunnestrasse 111 13355 Berlin Federal Republic of Germany Helmut Ramthun Managing Director of Bankgesellschaft Berlin Konzern-Organisation AG Bankgesellschaft Berlin AG Brunnestrasse 111 13355 Berlin Federal Republic of Germany Hans-Jurgen Meyer Managing Director of Bankgesellschaft Berlin Compliance Officer AG Bankgesellschaft Berlin AG Brunnestrasse 111 13355 Berlin Federal Republic of Germany Joachim Antczack Managing Director of Bankgesellschaft Berlin Stabsstelle AG Investment Banking/Back Office Brunnestrasse 111 13355 Berlin Federal Republic of Germany Wolfgang Stockel Managing Director of Bankgesellschaft Berlin AG Heinz-Dieter Gottschalk Managing Director of Bankgesellschaft Berlin AG Jochen Zimmermann Managing Director of Bankgesellschaft Berlin AG Frank-Michael Boenke Managing Director of Bankgesellschaft Berlin AG Georg-Heinrich Sieveking Managing Director of Bankgesellschaft Berlin AG Hadi Saidi Managing Director of Bankgesellschaft Berlin AG
Page 10 of 12 Pages
Name and Address Principal Occupation - ---------------- -------------------- Gerhard Richter Managing Director of Bankgesellschaft Berlin AG Zoe Shaw Managing Director of Bankgesellschaft Berlin Asset-Backed Transaktionen AG Bankgesellschaft Berlin AG London Branch 1 Crown Court Cheapside London EC2V 6JP Dr. Karl-Friedrich Hirschhauser Managing Director of Bankgesellschaft Berlin AG Gunther Laubner Managing Director of Bankgesellschaft Berlin AG Mr. David Clark General Manager of Bankgesellschaft Berlin AG Bankgesellschaft Berlin AG London Branch 1 Crown Court Cheapside London EC2V 6JP Mr. Yves Dermeaux General Manager of Bankgesellschaft Berlin AG Bankgesellschaft Berlin AG London Branch 1 Crown Court Cheapside London EC2V 6JP Dr. Erik Blahut Managing Director of Bankgesellschaft Berlin AG Serge Demoliere Managing Director of Bankgesellschaft Berlin AG Thomas W. Meyer Managing Director of Bankgesellschaft Berlin AG Hans-Werner Wilms Managing Director of Bankgesellschaft Berlin AG Tim Kettemann Managing Director of Bankgesellschaft Berlin AG
Page 11 of 12 Pages SHAREHOLDERS WHO MAY BE DEEMED TO CONTROL THE BANK -------------------------------------------------- The following shareholders of the Bank may be deemed to control the Bank: The City of Berlin Gothaer Beteiligungsgesellschaft, an affiliate of an insurance company formed under the laws of the Federal Republic of Germany, whose principal address is Lutzowstrasse 89, 10785 Berlin, Germany, and whose principal shareholders are Gothaer Versicherungs Bank AG (principal office: Gothaer Allee 1, 50672, Koln, Germany), Gothaer Lebenversicherung AG (principal office: Gothaer Platz 2-8, 37069 Gottingen, Germany) and Norddeutsche Landesbank Girozentrale NORD/LB (principal address is Georgplatz 1, D-30159, Hannover, Germany). Norddeutsche Landesbank Girozentrale NORD/LB, a bank formed under the laws of the Federal Republic of Germany, whose principal address is Georgplatz 1, D-30159, Hannover, Germany. Page 12 of 12 Pages -----END PRIVACY-ENHANCED MESSAGE-----