The Ibero–America Fund, Inc. |
(Name of Issuer) |
Common Stock, par value $.01 per share |
(Title of Class of Securities) |
45082X103 |
(Cusip Number) |
With copy to:
David Goldstein
White & Case LLP
1155 Avenue of the Americas
New York, NY 10023
(212) 819-8757
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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May 11, 2011
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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CUSIP No. 45082X103
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13D
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Page 2 of 9
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1
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NAME OF REPORTING PERSON:
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Banco Bilbao Vizcaya Argentaria, S.A.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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||
(a)
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o
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||
(b)
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x
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E): o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
Kingdom of Spain
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
1,500,000
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8
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SHARED VOTING POWER
-0-
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||||
9
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SOLE DISPOSITIVE POWER
1,500,000
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||||
10
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SHARED DISPOSITIVE POWER
-0-
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,500,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
16.84% (see Introduction and Item 5)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
BK
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Item 4.
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Interest in Securities of the Issuer.
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Item 5.
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Interest in Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A
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Directors and Executive Officers of Banco Bilbao Vizcaya Argentaria, S.A.
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Exhibit B
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Resolution Proposed by BBVA on June 29, 2010 for inclusion in Proxy Statement of The Ibero-America Fund, Inc. (incorporated by reference to Exhibit B to the Schedule 13D filed by BBVA on July 29, 2010).
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Exhibit C
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Resolution Proposed by BBVA on May 11, 2011 for inclusion in Proxy Statement of The Ibero-America Fund, Inc.
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BANCO BILBAO VIZCAYA ARGENTARIA, S.A. | ||
By: | /s/ Eduardo Ávila Zaragoza | |
Name: | Eduardo Ávila Zaragoza | |
Its: | Authorized Representative |
Directors of BBVA
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Present Principal Occupation
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Francisco González Rodríguez
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Chairman and CEO of BBVA, since January 2000. Director of Grupo Financiero BBVA Bancomer, S.A. de C.V. and BBVA Bancomer S.A.
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Ángel Cano Fernández
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President and Chief Operating Officer, BBVA, since 2009. Substitute director of Grupo Financiero BBVA Bancomer and BBVA Bancomer, S.A. de C.V. Citic Bank board member. BBVA Director of Resources and Means from 2005 to 2009
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Tomás Alfaro Drake
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Independent Director. Chairman of the Appointments Committee of BBVA since May 25, 2010. Director of Business Management and Administration and Business Sciences programs at Universidad Francisco de Vitoria since 1998
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Juan Carlos Álvarez Mequíriz
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Independent Director. Managing Director of Grupo El Enebro, S.A. Former Manager Director of Grupo Eulen. S.A. until 2010.
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Ramón Bustamante y de la Mora
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Independent Director. Was Director and General Manager and Non-Executive Vice-President of Argentaria and Chairman of Unitaria (1997)
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José Antonio Fernández Rivero
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Independent Director. Chairman of Risk Committee since March 30, 2004; On 2001 was appointed Group General Manager, until January 2003. Has been director representing BBVA on the Boards of Telefónica, Iberdrola, and of Banco de Crédito Local, and Chairman of Adquira
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Ignacio Ferrero Jordi
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Independent Director. Chief Operating Officer of Nutrexpa, S.A. and La Piara, S.A.Chairman of Aneto Natural.
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Carlos Loring Martínez de Irujo
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Independent Director. Chairman of the Compensation Committee of BBVA since May 2010 (former Chairman of the Appointments and Compensation Committee since April 2006). Was Partner of J&A Garrigues, from 1977 until 2004.
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José Maldonado Ramos
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External Director. Was appointed Director and General Secretary of BBVA, in January 2000. Took early retirement as Bank executive in December 2009
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Enrique Medina Fernández
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Independent Director. State Attorney on Sabbatical. Deputy Chairman of Gines Navarro Construcciones until it merged to become Grupo ACS.
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José Luis Palao García- Suelto
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Chairman of the Audit and Compliance Committee of BBVA since March 29, 2011. Senior Partner of the Financial Division in Spain at Arthur Andersen, from 1979 until 2002. Freelance consultant, from 2002 to 2010
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Susana Rodríguez Vidarte
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Independent Director. Was Dean of Deusto “La Comercial” University 1996-2009. Member of the accounts auditing institute.
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Executive Officers of BBVA
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Present Employment
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Francisco González Rodríguez
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Chairman and CEO of BBVA, since January 2000. Director of Grupo Financiero BBVA Bancomer, S.A. de C.V. and BBVA Bancomer, S.A.
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Ángel Cano Fernández
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President and Chief Operating Officer of BBVA, since 2009. Substitute director of Grupo Financiero BBVA Bancomer and BBVA Bancomer, S.A. de C.V. Citic Bank board member. BBVA Director of Resources and Means from 2005 to 2009
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Eduardo Arbizu Lostao
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Head of Legal department of BBVA, since 2002; Chief Executive Officer, Barclays Bank Spain, 1997 to 2002
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Manuel González Cid
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Deputy General Manager, BBVA – Head of the Merger Office, 1999 to 2001. Head of Corporate Development, BBVA, 2001 to 2002. Director and Vice president of Repsol YPF, S.A. 2003-2005.
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José María García Meyer-Dohner
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BBVA Business Management and Coordination Manager for Mexico, 2000-2001. Commercial Banking Manager for BBVA Bancomer, 2001-2004. From 2004 Head of USA, Country Manager and Chairman of BBVA Compass. Global Retail Business Banking since 2010.
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Ignacio Deschamps González
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Commercial Banking Director for BBVA Bancomer to 2006.General Director of BBVA Bancomer since December 2006.
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Juan Asúa Madariaga
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Global Corporate Banking Director, BBVA, 2000. E-Commerce Director, BBVA, 2000-2001. Corporate Global Banking Director, BBVA, 2001-2005.
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Vicente Rodero Rodero
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BBVA Corporate Banking Director for Mexico, 1995-1999. BBVA Personal Banking Director, 1999-2003. BBVA Regional Director for Madrid, 2003-2004. BBVA Commercial Banking Director for Spain, 2004-2006
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Carlos Torres Vila
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BBVA Corporate Strategy & Development Director since January 2009. For five years prior to joining BBVA in September 2008, he was Corporate Strategy Director of Endesa.
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Gregorio Panadero Illera
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From April 1, 2009, Head of BBVA Corporate Brand & Communications Department. Director of Communications and Corporate Responsibility at Grupo Ferrovial from 2006 to 2009.
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Manuel Castro Aladro
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Head of BBVA Risk Department since September 2009. Director of Innovation and Business Development from 2005 to 2009.
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Ramón Monell Valls
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Head of BBVA Innovation and Technology since September 2009. Chief Operating Officer of BBVA in Chile, 2002-2005. BBVA Director of Technology & Operations, 2006-2009.
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Juan Ignacio Apoita Gordo
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BBVA Head of Human Resources and Services since September 2009. BBVA Human Resources Director, 2006-2009.
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Manuel Sanchez Rodriguez
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BBVA Country Manager since 2010. BBVA Bancomer Mexico Risks Manager, 2002-2005. Laredo National Bank, 2005-2008. BBVA Compass CEO, 2008-2010.
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