<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
The Austria Fund, Inc.
- ----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X / No fee required
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
- ----------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
- ----------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
- ----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------
(5) Total fee paid:
- ----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
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Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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THE AUSTRIA FUND, INC.
December 10, 1998
Dear Fellow Austria Fund Stockholder:
You should by now have received The Austria Fund's proxy
materials for its Annual Meeting of Stockholders on January 13,
1999. Thereafter, you may have received proxy materials from
Deep Discount Advisors, Inc. ("Deep Discount") seeking the
election of four of its employees to the Fund's Board of
Directors, the removal of Alliance Capital as the Fund's
investment manager, and the open-ending of the Fund. As Deep
Discount's agenda will disrupt the Fund's highly successful
investment program and, indeed, destroy the Fund itself, we are
writing to enlist your support in thwarting this speculative
attack on the Fund. OUR WEAPON IS SIMPLY THE TRUTH--ABOUT DEEP
DISCOUNT, AND ABOUT THE AUSTRIA FUND.
Deep Discount is a small money management firm located
in Asheville, North Carolina. As the firm's name suggests, Deep
Discount invests in closed-end funds whose shares are trading at
discounts from net asset value, in the hope of realizing above-
market returns as those discounts narrow. In recent years,
however, Deep Discount's activities have veered into outright
speculation on its own ability to capitalize on a closed-end
fund's discount through "fund busting", i.e., pressuring a
closed-end fund to convert to open-end form. Unfortunately, Deep
Discount has targeted the Fund as its latest speculative sandbox.
Deep Discount's distinctive tactics are far less
responsible than those of other closed-end fund arbitrageurs who,
to their credit, are quite candid about their open-ending
aspirations and generally have targeted only funds whose
investment strategies arguably could be pursued in open-end form.
In contrast, Deep Discount is attacking The Austria Fund EVEN
THOUGH THE RELATIVELY ILLIQUID NATURE OF THE AUSTRIAN EQUITY
MARKETS MAKES IT QUITE IMPRACTICABLE FOR THE FUND TO FUNCTION
SUCCESSFULLY IN OPEN-END FORM. Worse, Deep Discount is
disguising its true intentions by purporting to advocate such
measures as "perpetual buybacks". In fact--and as Deep Discount
must know--by virtue of the sheer size of its position in the
Fund, and the legal restrictions on the resale of Fund shares
that would apply to Deep Discount once it were represented on the
Fund's Board, THE ONLY PRACTICAL WAY FOR DEEP DISCOUNT TO ACHIEVE
ITS OWN SPECULATIVE OBJECTIVE WOULD BE TO FORCE THE OPEN-ENDING
OR LIQUIDATION OF THE FUND.
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Deep Discount's disregard for the interests of
stockholders other than itself is reflected in the profiles of
the four individuals it seeks to have elected to the Fund's Board
of Directors. NONE OF THESE DEEP DISCOUNT EMPLOYEES HAS ANY
MEANINGFUL INVESTMENT EXPERTISE REGARDING AUSTRIA, OR ANY
SIGNIFICANT BACKGROUND IN CLOSED-END FUND GOVERNANCE. Clearly,
candidates such as these were proposed solely to achieve Deep
Discount's speculative profit objective. It is little wonder,
then, that the Fund's Nominating Committee, which consists only
of Austrian citizens of very substantial business and financial
stature who have no affiliation with Alliance Capital,
unanimously concluded that it would be contrary to the best
interests of the Fund and its stockholders to replace the Fund's
four current Class Two Directors with the four Deep Discount
employees.
As you can see from the Fund's Proxy Statement, I and
the Fund's independent Directors own a significant amount of
Austria Fund shares. It is distressing to all of us, as your
fellow stockholders, that Deep Discount is attempting, selfishly,
to profit from speculation at your and our expense. THE AUSTRIA
FUND IS THE ONLY FUND OF ITS KIND, AND WE AT ALLIANCE CAPITAL
STRONGLY BELIEVE THAT THE AUSTRIAN MARKET IS POISED TO OUTPERFORM
EUROPE AS A WHOLE OVER THE NEXT SEVERAL YEARS. IN ORDER TO BRING
THIS INVESTMENT OPPORTUNITY TO YOU, WE NEED YOUR SUPPORT IN
REPELLING DEEP DISCOUNT'S IRRESPONSIBLE ASSAULT ON THE AUSTRIA
FUND.
To help us, please sign, date and return the enclosed
WHITE proxy card in the enclosed postage-paid return envelope.
Should you have any questions or need any assistance, please call
the Fund's proxy solicitor, Shareholder Communications
Corporation, at 1-800-733-8481 ext. 454.
Thank you for your time and your consideration. Please
accept our Season's Greetings and our best wishes for a Happy New
Year.
Sincerely yours,
Dave H. Williams
Chairman and President
The Austria Fund, Inc.
Chairman of the Board
Alliance Capital Management
Corporation
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PROXY THE AUSTRIA FUND, INC. PROXY
INSTRUCTIONS TO THE STOCKHOLDERS OF THE AUSTRIA FUND, INC.
(THE "CORPORATION"), IN CONNECTION WITH THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON JANUARY 13, 1999.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE CORPORATION.
The undersigned hereby instructs Christina Santiago and Carol H.
Rappa, and each of them, to vote all shares of the Common Stock
of the Corporation registered in the name of the undersigned at
the Annual Meeting of Stockholders of the Corporation to be held
at 11:00 a.m., Eastern Time, on January 13, 1999 at the offices
of the Corporation, 1345 Avenue of the Americas, 33rd Floor, New
York, New York, 10105, and at all adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Meeting
and accompanying Proxy Statement and hereby instructs said
proxies to vote said shares as indicated hereon.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS, FOR
THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP
AS THE INDEPENDENT ACCOUNTANTS FOR THE CORPORATION, AGAINST THE
STOCKHOLDER PROPOSAL (PROPOSAL THREE) AS DESCRIBED IN THE PROXY
STATEMENT FOR THE ANNUAL MEETING, IF PRESENTED, AND AGAINST THE
PROPOSAL (PROPOSAL FOUR) PURSUANT TO THE FUND'S ARTICLES OF
INCORPORATION AS DESCRIBED IN THE PROXY STATEMENT FOR THE ANNUAL
MEETING.
Please refer to the Proxy Statement for a discussion of each of the proposals.
_______________________________________________________________
| NOTE: PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME(S) |
| APPEAR(S) ON THE BOOKS OF THE CORPORATION. JOINT OWNERS |
| SHOULD EACH SIGN PERSONALLY. TRUSTEES AND OTHER FIDUCIARIES |
| SHOULD INDICATE THE CAPACITY IN WHICH THEY SIGN, AND WHERE |
| MORE THAN ONE NAME APPEARS, A MAJORITY MUST SIGN. IF A |
| CORPORATION, THIS SIGNATURE SHOULD BE THAT OF AN AUTHORIZED |
| OFFICER WHO SHOULD STATE HIS OR HER TITLE. |
|_______________________________________________________________|
___________________________________________________________________________
| PLEASE VOTE, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND |
| RETURN IT IN THE ENCLOSED ENVELOPE. |
|___________________________________________________________________________|
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THE AUSTRIA FUND, INC.
Please mark votes as in this example: /X/
FOR ALL FOR ALL
1. Election of Directors. NOMINEES WITHHOLD EXCEPT
Class Two Directors / / / / / /
(term expires in 2001)
DAVE H. WILLIAMS NOTE: IF YOU DO NOT WISH YOUR SHARES
DIPL. ING. PETER MITTERBAUER VOTED "FOR" ANY PARTICULAR NOMINEE,
DR. MARIA SCHAUMAYER MARK THE "FOR ALL EXCEPT" BOX AND
DR. WALTER WOLFSBERGER STRIKE A LINE THROUGH THE NAME(S) OF
THE NOMINEE(S). YOUR SHARES WILL BE
VOTED FOR THE REMAINING NOMINEE(S).
YOUR BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" THE ELECTION OF ALL
NOMINEES.
FOR AGAINST ABSTAIN
2. Ratification of the selection / / / / / /
of PricewaterhouseCoopers LLP
as the independent accountants
for the Corporation for the
fiscal year ending August 31,
1999.
YOUR BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" PROPOSAL TWO.
FOR AGAINST ABSTAIN
3. To approve, if presented, a / / / / / /
stockholder proposal (Proposal
Three) as described in the
Proxy Statement for the Annual
Meeting.
YOUR BOARD OF DIRECTORS URGES YOU TO VOTE "AGAINST" PROPOSAL THREE.
FOR AGAINST ABSTAIN
4. To approve a proposal (Proposal / / / / / /
Four) pursuant to the Fund's
Articles of Incorporation as
described in the Proxy
Statement for the Annual Meeting.
YOUR BOARD OF DIRECTORS URGES YOU TO VOTE "AGAINST" PROPOSAL FOUR.
5. In their discretion upon any
other matters that may properly
come before the Annual Meeting
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or any adjournment thereof, as
described in the Proxy Statement. __________________________________
(Signature of Shareholder)
__________________________________
(Signature of joint owner, if any)
Dated __________________, 199_
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00250000.BA6
