Securities and Exchange Commission
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
The Emerging Germany Fund Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
290913102
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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)
August 3, 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. [ ]
<PAGE>
CUSIP No.: 290913102 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 | 1,403,150
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BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
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BY EACH | | SOLE DISPOSITIVE POWER 1,403,150
REPORTING | 9 |
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PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,403,150
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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) 10.0%
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14 TYPE OF REPORTING PERSON IA
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CUSIP No.: 290913102 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
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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 | 659,000
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BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
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BY EACH | | SOLE DISPOSITIVE POWER 659,000
REPORTING | 9 |
=====================================================================
PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
======================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 659,000
=====================================================================
12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ]
(11) EXCLUDES CERTAIN SHARES
=========================================================================
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 4.7%
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14 TYPE OF REPORTING PERSON IA
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<PAGE>
This Amendment No. 2, amends and supplements information in Item 4 and
Item 7.
ITEM 4. PURPOSE OF TRANSACTION
On August 3, 1998, Ronald G. Olin, a control person associated with the
reporting persons and also an individual shareholder of the issuer, sent a
letter to the Board of the Issuer requesting a second meeting with a Committee
of the Board. The purpose of such a meeting would be to find solutions which
would "reduce the Fund's discount and improve the Fund's market performance in a
way that satisfies the majority of the Fund's shareholders" and "allow the Fund
to end expensive and unnecessary litigation, while also permitting the Fund to
hold its annual meeting as required." The letter suggested to the Board that it
solicit the input of other large institutional shareholders (Bankgesellshaft
Berlin, Lazard Freres, and Fidelity), who, together with the reporting persons,
represent 50% of the issuer's shares. (There has been no prior discussion
between the reporting persons and any other shareholders concerning the
possibility of such communications with the Board).
The letter attributed problems facing the fund to the absence of effective, two-
way communication between the Board and its shareholders and indicated that such
problems have been heightened by the Fund's failure to hold its annual meeting
A copy of the letter sent by Mr. Olin is attached as an exhibit to this filing.
There can be no assurance that the Board will agree to any such meeting or
participate in any discussions which will result in resolving any of these
issues.
There has been no change in the plans and intentions of the reporting persons.
In particular, there can be no assurance that the reporting persons will
continue as shareholders of the issuer, or will either increase or decrease the
number of shares that they control.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The letter sent to the issuer by Mr. Olin on August 3, 1998,
which precipitates this amendment, is attached as Exhibit 3.
<PAGE>
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: August 3, 1998 Deep Discount Advisors, Inc.
By: /s/ Ralph W. Bradshaw
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Name: Ralph W. Bradshaw
Title: Secretary
EXHIBIT 3
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]
Robert J. Goldstein, Secretary Ph: 415-954-5409 Fax: 415-954-5420
The Board of Directors, The Emerging Germany Fund, Inc.
Dresdner RCM Global Investors LLC
Four Embarcadero Center
San Francisco, California 94111
(via both Fax and Federal Express) August 3, 1998
To the Board of Directors of The Emerging Germany Fund:
As you are aware, my clients and I currently own about 15% of the Emerging
Germany Fund. I was pleased to meet with a committee of the Fund's Board of
Directors on July 21, 1998. I believe that the Board members in attendance
would join me in characterizing that meeting as a productive and useful exchange
of ideas and opinions. The independent directors with whom I met, Bob Birnbaum,
Ted Coburn and Al Fiore, impressed me with their knowledge and financial savvy.
More generally, I believe the meeting was very useful in promoting an
understanding and mutual respect for the different ideas and opinions about what
is best for the Fund and its shareholders.
I believe it is now possible and appropriate to move the situation forward. In
particular, I am hopeful that solutions can be found to reduce the Fund's
discount and improve the Fund's market performance in a way that satisfies the
majority of the Fund's shareholders. In addition, I believe equitable solutions
exist which would allow the Fund to end expensive and unnecessary litigation,
while also permitting the Fund to hold its annual meeting as required.
The best business solutions would likely come from continued dialogue between
the Fund and its shareholders. In this regard, the Fund is in the unusual
situation of having over 50% of its outstanding shares being controlled by just
four institutions: Lazard Freres, Bankgesellschaft Berlin, Fidelity and Deep
Discount Advisors. I believe that if the Fund's board would solicit the input
of these shareholders, either individually or as a group, appropriate business
resolution could be obtained.
Please understand that I have not communicated with these other large
shareholders, or any other shareholders, about my suggestion for a further
meeting or the possibility of direct communications with the Fund. I do not
know how they would respond to such an approach, nor do I know if they would
even be receptive to this type of request. It is, however, my view that the
problems facing this Fund are, in large part, the result of an absence of
effective, two-way communication between the Board and its shareholders. The
absence of effective communication is heightened by the fact that there has been
a considerable change in the Fund's shareholders over the last year, and that
the Fund has not had a shareholder meeting for well over one year.
I would like to have another meeting with a committee of the Board, to discuss
these issues as well as how to resolve the current litigation before the Fund
and/or its shareholders. If you believe it helpful, I would be happy to have
representatives of any of the other large shareholders and/or vocal shareholders
with strong constituencies and litigation interests present as well. I will be
in New York on August 14, 1998, and am available for a meeting at that time.
Alternatively, I will make myself available at any other mutually convenient
time to consider these issues.
Finally, I want to again emphasize the importance of moving quickly. As you
know, it has been more than 15 months since the Fund's last annual meeting. In
addition, the ongoing litigation and disputes between the Fund and its
shareholders have, in my view, harmed the Fund in the view of investors and the
market. Accordingly, it is my sincere hope that we can reach a resolution which
satisfies everyone in the next few weeks.
I thank you in advance for your kind consideration of my request for a further
meeting with a Committee of the Board.
Very truly yours,
Ronald G. Olin
President, Deep Discount Advisors
