Securities and Exchange Commission
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
January 18, 1999
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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 | 868306
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BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
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BY EACH | | SOLE DISPOSITIVE POWER 868306
REPORTING | 9 |
============================================================================
PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 868306
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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) 7.4%
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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) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO
======================================================================
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 | 529102
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BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
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BY EACH | | SOLE DISPOSITIVE POWER 529102
REPORTING | 9 |
=====================================================================
PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
======================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 529102
=====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
=========================================================================
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 4.5%
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14 TYPE OF REPORTING PERSON IA
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<PAGE>
This Amendment No. 3 amends and updates information in Item 4 and adds exhibit
D.
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 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 actions which, in the sole discretion of the reporting persons, may
result in increase in the market value of the issuer's shares.
On January 13, 1999, four individuals associated with the reporting persons
(Ronald Olin, Ralph Bradshaw, William Clark, and Gary Bentz) were elected to all
four Board positions up for election in the issuer's annual meeting. The
Chairman of the Board of Alliance Capital, the issuer's advisor, and three other
incumbent Directors were defeated by a wide margin in the contested election.
In a letter to the remaining seven members of the Board (attached), Ronald Olin
has asked the Board to immediately announce and offer a proportionate, in-kind
distribution of the Funds assets to those shareholders who desire to receive NAV
for their shares. Even though shareholders voted for open-ending of the issuer
by more than 3 to 1, the requirement of 2/3 of all outstanding shares to be in
favor was not met in the recent vote. Olin claims in the letter that such an
in-kind distribution can be done quickly and without tax consequences to those
shareholders who wish to remain shareholders of the issuer.
The letter also challenges Alliance Capital to reimburse the issuer for
extraordinary legal, solicitation, and over-night mailing expenses associated
with the recent proxy fight and requests a Special Meeting of the new Board of
Directors.
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 1,397,408
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, no shares were traded.
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: January 20, 1999 Deep Discount Advisors, Inc.
By: /s/ Ralph W. Bradshaw
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Name: Ralph W. Bradshaw
Title: Secretary
Exhibit D:
DEEP DISCOUNT ADVISORS, INC.
One West Pack Square, Suite 777, Asheville, NC 28801
828-274-1863 Fax: 828-255-4834 E-mail: [email protected]
Edmund P. Bergan, Jr., Secretary Ph: 212-969-2108 Fax: 212-969-2290
c/o Domenick Pugliese Ph: 212-969-2156
The Board of Directors, The Austria Fund, Inc.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, NY 10105
(via both Fax and Regular Mail) January 18, 1999
To the Officers and the Rest of the Board of Directors of The Austria Fund:
The results of the annual meeting of the Austria Fund held on January 13, 1999
indicated the preferences of the shareholders (and owners) of the Fund to the
Board. While reasonable people can disagree about what may be best for the Fund
and its shareholders, the shareholders have themselves now spoken.
An opposing slate of Directors committed to delivering Net Asset Value (NAV) to
shareholders as soon as possible won over the Fund's candidates by a significant
margin, contradicting the position of the Fund's Board. Unlike situations in
other funds where an open-ending vote was either rejected or very close,
shareholders of the Austria Fund voted by more than 3 to 1 that the Fund should
open-end. This was the only specific option for producing NAV presented to the
shareholders. Even though the Draconian requirement that open-ending needs 2/3
of all shares outstanding was not met, the wishes of the overwhelming majority
of interested shareholders is clear. THE SHAREHOLDERS WANT THE OPTION OF
RECEIVING NAV FOR THEIR SHARES.
As explained in a previous letter to the Board, a method exists to allow those
shareholders who wish to receive NAV for their shares to do so while allowing
the remaining shareholders to continue their investment in the Fund without
adverse tax consequences. The Fund should immediately announce and proceed
expeditiously to offer a proportionate, in-kind distribution of the Fund's
assets to those shareholders who desire to receive NAV for their shares. This
was done by another closed-end fund, the Scudder Spain and Portugal Fund,
recently. It is quick, easy, relatively inexpensive, and I believe it would
satisfy most all of the dissenting shareholders without forcing the Fund to
open-end. If sufficient assets stay within the Fund to operate as a closed-end
entity, it could then continue for the benefit of the remaining shareholders.
If sufficient assets do not remain, then there is probably no economic
justification for the Fund's existence in its current format. The loss of
significant advisory fees for Alliance should not be a consideration of the
Board.
In addition to electing me and three of my fellow opposing Director candidates,
the shareholders also passed a recommendation that the soliciting shareholder be
reimbursed for our costs in this recent proxy fight. Alliance has asked that we
submit documentation of our costs to the Fund for consideration of payment. We
do not believe that the extraordinary costs associated with lawyers, solicitors,
costly overnight mailings, public relations firms etc. are appropriate expenses
for shareholders to pay. Therefore, we will submit only the normal, reasonable
mailing, printing, and tabulating costs associated with communicating choices to
the shareholders. We believe Alliance effectively ran the recent proxy fight
for the Fund and we request that Alliance Capital reimburse the Austria Fund for
any extraordinary costs it may have incurred. We believe the attorney,
solicitation, and extraordinary communication costs associated with a contested
shareholder meeting and with legally harassing the opposing side should not be
paid by the Fund's shareholders. We ask that the Fund announce publicly to
shareholders what their costs for the recent proxy contest were and how much is
being reimbursed by Alliance and/or the Directors who were defeated. When we
asked for an approximation of the Fund's costs at the meeting, we were told that
these costs were significant but no one knew how much they were. Since these
costs represent a failed attempt to maintain the status quo, it is appropriate
that the shareholders know how much they were charged for the possible
misjudgment of their fiduciaries.
We believe the shareholders need to come first. We are anxious to meet with the
full board and begin work on behalf of the Fund's true owners. Therefore we
will be requesting a Special Meeting of the Fund's Board as soon as possible, as
provided for in the Fund's By-laws. Let's work together to maximize shareholder
return and follow the shareholders' wishes with regard to the Austria Fund.
Very truly yours,
Ronald G. Olin
