Securities and Exchange Commission
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
The Scudder Spain and Portugal Fund, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
81119810
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(CUSIP Number)
Ralph W. Bradshaw
c/o Deep Discount Advisors, Inc.
One West Pack Square, Suite 777
Asheville, NC 28801
(828) 255-4833
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 28, 1998
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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 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. [ ]
CUSIP No.: 81119810 13D Page 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. ID NO. OF ABOVE PERSON
Deep Discount Advisors, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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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
One West Pack Square, Suite 777 Asheville, NC 28801
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NUMBER OF | | SOLE VOTING POWER
SHARES | 7 | 787,853
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BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
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BY EACH | | SOLE DISPOSITIVE POWER
REPORTING | 9 | 787,853
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PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 787,853
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 12.1 %
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14 TYPE OF REPORTING PERSON IA
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<PAGE>
CUSIP No.: 81119810 13D Page 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. ID NO. OF ABOVE PERSON
Ron Olin Investment Management Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
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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
One West Pack Square, Suite 777 Asheville, NC 28801
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NUMBER OF | | SOLE VOTING POWER
SHARES | 7 | 632,550
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BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
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BY EACH | | SOLE DISPOSITIVE POWER 632,550
REPORTING | 9 |
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PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
======================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 632,550
=====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
=========================================================================
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 9.7 %
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14 TYPE OF REPORTING PERSON IA
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<PAGE>
This Amendment No. 1, amends and supplements information is Item 4 and Item 7
and adds Exhibit C.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the securities of the issuer was made for the purpose of
investment. The reporting persons may acquire additional securities, or dispose
of the securities of the issuer from time to time.
The reporting persons continue to be in favor of actions by the issuer which
would have the effect of increasing the investment value of the issuer's shares,
and will support actions which, in the sole discretion of the reporting persons,
may result in increase in the market value of the issuer's shares.
On July 28, 1998, Ronald G. Olin, a control person associated with the reporting
persons and also an individual shareholder of the issuer, sent the Vice
President and Assistant Secretary of the Scudder Spain and Portugal Fund Inc.
(the issuer) a letter requesting clarification of the issuer's press release
promising to deliver Net Asset Value (NAV) to its shareholders through the
utilization of and in-kind redemption offer. Such a redemption offer is not an
adequate means of allowing small to moderate size shareholders to realize NAV
unless it is accompanied by some convenient and inexpensive way for such
shareholders to convert the 40 to 50 small foreign security positions which
would result into cash or open-end fund shares of some kind. The letter asked
for clarification on this point and suggested means by which an in-kind
redemption offer could be supplemented to effectively deliver NAV to all
shareholders who preferred full asset value for their shares.
The reporting persons intend to support those Director candidates at the next
shareholder meeting most committed to effectively delivering NAV to
shareholders, whether such candidates are presented by the current Fund Board or
by outside parties. Further, the reporting persons' vote on any management
termination proposal presented at the next shareholder meeting will reflect
their judgment on the adequacy of the "complete" plan put forth and clarified by
Scudder/Kemper. A copy of the letter sent by Mr. Olin is attached as an exhibit
to this filing.
This Schedule D filing, in lieu of the reporting persons' normal filing of
Schedule G, is occasioned solely by the reporting persons' intentions with
regard to the extraordinary actions contemplated by the issuer as presented in
its press release. The securities of the issuer acquired and held by the
reporting persons were acquired in the ordinary course of business and were not
acquired for the purpose of and, except as described herein, do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The text of the letter from Ronald G. Olin to the Issuer, which occasions
this Schedule 13D filing by the Reporting Persons, is incorporated as
Exhibit C.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: July 28, 1998 Deep Discount Advisors, Inc.
By: /s/ Ralph W. Bradshaw
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Name: Ralph W. Bradshaw
Title: Secretary
EXHIBIT C
DEEP DISCOUNT ADVISORS INC.
Enhanced Performance through Closed-End Fund Investments
One West Pack Square, Suite 777, Asheville, NC 28801
828-274-1863 Fax: 828-255-4834 E-mail: [email protected]
Bruce H. Goldfarb, Vice President and Assistant Secretary Ph: 212-336-4654 Fax:
212-223-3127
The Board of Directors, The Scudder Spain and Portugal Fund, Inc.
Scudder Kemper Investments, Inc.
345 Park Avenue
New York, New York 10154
(via both Fax and Federal Express) July 28, 1998
To the Board of Directors of The Scudder Spain and Portugal Fund:
My clients and I currently own about 22% of the Scudder Spain and Portugal Fund.
We are pleased that Scudder/Kemper Investments has abandoned a merger plan which
might have placed a limitation on the ability of desiring Scudder Spain and
Portugal Fund shareholders to receive Net Asset Value (NAV) for all their
shares. As we understand the press release put out by the Fund, the Fund will
endeavor to make an in-kind redemption offer, without limitation, to those
shareholders desiring NAV for their shares. Please clarify for us if there is
any misunderstanding on our part as to the Fund's intent in that regard.
As a practical matter, such a redemption offer, by itself, may be an effective
way to deliver NAV to sophisticated, large shareholders who have the expertise
to receive and sell the resulting Spanish and Portuguese securities at their
convenience. However, the great majority of the Fund's shareholders would find
such a redemption, in the absence of any further accommodation, a very
impractical way to receive NAV for their shares. There were 46 different
securities listed in the Fund's report as of March 31, 1998 and some of the
positions were relatively small. The costs of currency conversion and the
execution of numerous, small, odd lot sales in a foreign market would be so
expensive as to make realization of anywhere near NAV impossible for such
shareholders.
Therefore, a good faith effort to provide NAV to shareholders through the
contemplated in-kind redemption also requires a practical means for conversion
of the receipts of such a redemption by small shareholders into a form readily
convertible into cash. One such approach would be to set up an open-end fund to
receive the redemption proceeds as contemplated in the original
merger/redemption plan. If that is no longer considered practical because of
the resulting fund size, a liquidating trust could be arranged by Scudder/Kemper
to receive and liquidate the associated securities in a timely and cost
effective manner. Scudder/Kemper is also the manager of a wide range of
existing open-end and money market funds which might be made available to loyal
shareholders wishing to reinvest the proceeds of the liquidating trust.
We are hopeful that it is the intent of Scudder/Kemper to follow through with
both the letter and spirit of its promise to deliver NAV to all those Scudder
Spain and Portugal Fund shareholders desiring it. Therefore, we are looking
forward to a clarification from Scudder/Kemper concerning its intended in-kind
redemption plan. The entire plan needs to provide a convenient means for all
shareholders (including those holding small to moderate size positions) to
effectively realize NAV from their redemption.
As previously stated, we will support any complete and practical plan to deliver
NAV, without limitation, to those shareholders desiring it. We will also
support those Director candidates, whether nominated by the current Board or
others, who are most committed to delivering on the Scudder/Kemper promise made
last November. In addition, our vote on any management termination proposal
presented to shareholders will likely reflect our judgment on the adequacy of
the plan put forth by Scudder/Kemper.
We thank you in advance for your response to these questions raised by your
press release and the corresponding clarification of your in-kind redemption
plan.
Very truly yours,
Ronald G. Olin
President, Deep Discount Advisors Inc.
