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 Austria Fund, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
052587102
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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)
October 1, 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.: 052587102 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 | 1000272
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BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
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BY EACH | | SOLE DISPOSITIVE POWER 1000272
REPORTING | 9 |
============================================================================
PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1000272
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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) 8.5%
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14 TYPE OF REPORTING PERSON IA
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<PAGE>
CUSIP No.: 052587102 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) [ ]
========================================================================
3 SEC USE ONLY
======================================================================
4 SOURCE OF FUNDS OO
======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
======================================================================
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 | 395136
=====================================================================
BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
====================================================================
BY EACH | | SOLE DISPOSITIVE POWER 395136
REPORTING | 9 |
=====================================================================
PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
======================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 395136
=====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
=========================================================================
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 3.4%
=======================================================================
14 TYPE OF REPORTING PERSON IA
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<PAGE>
This Amendment No. 1 amends and updates information in Item 4,Item 5, 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 believe that the Board, based on its current composition,
has not been sufficiently responsive to the concerns of stockholders whose
investment returns have suffered unnecessarily because of the persistent
discount to net asset value. On October 7, 1998, Deep Discount Advisors, Inc.
sent the secretary of the The Austria Fund Inc. (the issuer) a letter proposing
that the Nominating Committee nominate Ronald G. Olin, Ralph W. Bradshaw, Gary
A. Bentz, and William A. Clark for election to the Board to fill the four
Directors positions that are due for consideration at the next annual meeting.
A copy of the letter is attached as an exhibit to this filing.
The nomination and election of Messrs. Olin, Bradshaw, Bentz,
and Clark will provide a greater degree of independence in evaluating methods of
managing the discount structure proactively, and also a fresh perspective for
all Board decisions which is more representative of shareholder interests rather
than the interests of the Fund's investment manager.
The reporting persons are 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 or may initiate actions which, in the sole discretion of the reporting
persons, may result in increase in the market value of the issuer's shares.
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 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's quarterly report, dated July 27,1998,
states that, as of the close of business on May 31, 1998, there were
11,703,031 shares of Common Stock outstanding. The percentage set forth
in this Item 5(a) was derived using such number.
The Reporting Persons are the beneficial owners of 1,395,408
shares of Common Stock, which constitute approximately 11.9% of the outstanding
shares of Common Stock.
(b) Power to vote and to dispose of the securities resides
with the Advisors.
(c) Since the last filing, the following shares were traded:
Date Number of Shares Price Per Share
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9/1/98 -13620 Sold 9.25
9/11/98 3000 Bought 9.6875
9/16/98 3000 Bought 9.875
9/16/98 3000 Bought 9.8125
9/17/98 2300 Bought 9.4375
9/22/98 3000 Bought 9.125
9/24/98 5000 Bought 9.5
9/25/98 1000 Bought 9.375
9/29/98 18000 Bought 9.125
9/30/98 4000 Bought 8.875
9/30/98 1900 Bought 8.9375
10/1/98 90000 Bought 8.6275
10/1/98 9000 Bought 8.4375
10/5/98 35000 Bought 8.8
10/5/98 7000 Bought 8.6875
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The text of the letter from Gary A. Bentz to Edmund P. Bergan 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: October 7, 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
704-274-1863 Fax: 704-255-4834 E-mail: [email protected]
October 7, 1998
(Via both FAX and Federal Express)
The Austria Fund, Inc.
1345 Avenue of the Americas
New York, New York 10105
Attn: Mr. Edmund P. Bergan, Jr.
Dear Mr. Bergan:
Deep Discount Advisors, Inc. and Ron Olin Investment Management Company are the
beneficial holders of 1,395,408 shares of the common stock, par value $.01 per
share (the "Common Stock"), of The Austria Fund, Inc. (the "Fund"),
representing approximately 11.9% of the outstanding shares of Common Stock
as of October 7, 1998. According to the Fund's proxy statement for last
year's annual meeting of stockholders, December 17, 1997, four Class II
Directors are up for election for a term of three years from 1998 to 2001
at the next annual stockholders meeting. These Class II positions are
currently held by Mr. Dave H. Williams, Dipl. Ing., Mr. Peter Mitterbauer,
Dr. Maria Schaumayer, and Dr. Walter Wolfsberger.
The purpose of this letter is to request that the Nominating Committee nominate
Ronald G. Olin, Ralph W. Bradshaw, Gary A. Bentz, and William A. Clark for
election to the Board to fill the four Directors positions that are due for
consideration at the next annual meeting. Brief biographies of Messrs. Olin,
Bradshaw, Bentz, and Clark are attached as Exhibit 1. They are prepared to
complete any questionnaire prepared by the Fund in order to verify that they
are in compliance with all requirements, applicable to directors, of the
Investment Company Act of 1940, as amended, and the Fund's articles of
incorporation and by-laws. All four gentlemen have extensive experience in
closed-end fund analysis and evaluation, investment consulting, and related
private portfolio management.
As longtime beneficial stockholders of The Austria Fund, we have been deeply
concerned about the persistent discount from net asset value ("NAV") at which
the Fund's shares trade on the open market. We believe that other stockholders
of The Austria Fund must share this concern. Messrs. Olin, Bradshaw, Bentz,
and Clark represent substantial stockholder interests in The Austria Fund, and,
if elected to the Board, they would be dedicated to exploring methods of
enhancing stockholder returns in a variety of ways, one of which would be the
active management of the discount problem. Such methods might include, but are
not limited to, the structured purchase of shares in the market by the Fund,
which would have the effect of increasing NAV and reducing the discount, and the
evaluation of several different ways of delivering NAV to those stockholders who
desire it while minimizing the effects on those stockholders who want to keep
the closed-end structure and its related benefits.
We believe that the Board, based on its current composition, has not been
sufficiently responsive to the concerns of stockholders whose investment
returns have suffered unnecessarily because of the persistent discount to NAV.
The nomination and election of Messrs. Olin, Bradshaw, Bentz, and Clark will
provide a greater degree of independence in evaluating methods of managing the
discount structure proactively, and also a fresh perspective for all Board
decisions which is more representative of shareholder interests rather than
the interests of the Fund's investment manager. The primary objective of
Messrs. Olin, Bradshaw, Bentz, and Clark will be to enhance shareholder value.
In the event that the Nominating Committee does not wish to nominate Messrs.
Olin, Bradshaw, Bentz, and Clark, we would appreciate the opportunity to discuss
this issue with the Nominating Committee and to suggest other nominees who would
provide the degree of objectivity and true shareholder representation that we
think the Board of The Austria Fund needs at this time.
We thank you and the Nominating Committee for your attention to this request,
and would be happy to discuss this request in more detail at your convenience.
In view of the schedule for the upcoming meeting, we respectfully request a
response to our proposal in writing by October 23, 1998.
Very truly yours,
Gary A. Bentz
Chief Financial Officer
Attch
EXHIBIT 1
Ronald G. Olin
U.S. Citizen
Age: 53
Mr. Olin is President and Chief Executive Officer of Deep Discount Advisors,
Inc. and General Partner of Ron Olin Investment Management Co. Both firms are
registered investment advisors specializing in investments in closed-end funds.
Prior to founding these investment management firms, Mr. Olin was a senior
manager with IBM supporting government software contracts with the N.A.S.A.
and D.O.D. Mr. Olin currently serves as a Director on other public and private
Boards, including a domestically traded closed-end fund with an internationally
diversified portfolio.
Ralph W. Bradshaw
U.S. Citizen
Age: 47
B.S. Chemical Engineering, 1973, Texas A & M University
M.B.A., 1977, Oklahoma State University
Mr. Bradshaw has served as Vice President and Secretary of Deep Discount
Advisors, Inc., a registered investment advisor specializing in closed-end
fund investments, for over five years. During that period he has also provided
financial consulting services in the area of closed-end funds. In previous
years, he has held various managerial positions. Mr. Bradshaw currently serves
as a Director on the Board of a domestically traded closed-end fund with an
internationally diversified portfolio.
Gary A. Bentz
U.S. Citizen
Age: 42
B.S. Business and Finance, 1978, Trinity University, San Antonio
Certified Public Accountant, 1986
Mr. Bentz has served as Vice President and Chief Financial Officer of Deep
Discount Advisors, Inc., a registered investment advisor specializing in closed
end fund investments, for over five years. Since 1986, he has also provided
financial accounting, investment analysis, and consulting services to companies
and private investors for the last 13 years. After commencing his career with
Arthur Andersen & Co., Mr. Bentz held various financial managerial positions
in industry. He currently serves as a Director on the Board of a
domestically traded closed-end fund with an internationally diversified
portfolio.
William A. Clark
U.S. Citizen
Age: 52
B.A., 1967, University of Texas, Austin
M.B.A., Finance 1980, Southern Methodist University, Dallas
Since 1995 Mr. Clark has served as Director of Research for Deep Discount
Advisors, Inc., a registered investment advisor specializing in closed-end
fund investment, in addition to providing consulting services in closed-end
fund portfolio management. Mr. Clark has served as an investment analyst
and advisor to private clients for over 17 years. Before joining Deep
Discount Advisors, Mr. Clark served in various managerial positions, and
provided financial services to banks, telecommunications/software
companies, private investors, and regional developers. During this
period, he also served as CFO of a company in the energy related business.
