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 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)
November 6, 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 | 1,372,150
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BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
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BY EACH | | SOLE DISPOSITIVE POWER 1,372,150
REPORTING | 9 |
============================================================================
PERSON | | SHARED DISPOSITIVE POWER 0
WITH | 10 |
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 1,372,150
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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) 9.8%
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14 TYPE OF REPORTING PERSON IA
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<PAGE>
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
======================================================================
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 | 659,000
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BENEFICIALLY | | SHARED VOTING POWER 0
OWNED | 8 |
====================================================================
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%
=======================================================================
14 TYPE OF REPORTING PERSON IA
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<PAGE>
This Amendment No. 3, amends and supplements information in Item 4, Item 5,and
Item 7, and adds Exhibit 4.
ITEM 4. PURPOSE OF TRANSACTION
In a letter dated November 6, 1998 to the Board of Directors of The Emerging
Germany Fund, Deep Discount Advisors, Inc. has requested that the Board nominate
Ronald G. Olin, Ralph W. Bradshaw, Gary A. Bentz, and William A. Clark as
Directors of the Fund for the next annual stockholder's meeting which is
scheduled for January 26, 1999. All four individuals are affiliated with Deep
Discount Advisors, Inc., representing long term stockholders in the Fund who own
approximately 14.5% of the outstanding shares. They believe that the Board has
not been sufficiently responsive to the concerns of all stockholders, whose
investment returns have suffered unnecessarily because of the persistent
discount to NAV. The reporting persons believe that Messrs. Olin, Bradshaw,
Bentz, and Clark will bring true long term stockholder representation to the
Board in evaluating new ideas for managing the discount problem pro-actively.
If the Board does not want to nominate Messrs. Olin, Bradshaw, Bentz, and Clark
in lieu of the incumbent Directors, the reporting persons have requested that
the Board at least provide all stockholders a true choice in the matter by
offering two slates of four Directors, one of which would include some
combination of Messrs. Olin, Bradshaw, Bentz, and Clark, or representatives from
any of several other large stockholders. Contrary to previous determinations,
the reporting persons have now concluded that active participation by large
stockholders on the Board may be necessary to assure that the best interests of
all stockholders are satisfied.
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's proxy statement, dated March 16,1998,
relating to the 1998 Annual Meeting of Stockholders states that, as of the
close of business on March 6, 1998, there were 14,008,334 shares of Common
Stock outstanding. The percentage set forth in this Item 5(a) was derived using
such number.
The Advisors are the beneficial owners of 2,031,150 shares of
Common Stock, which constitute approximately 14.5% 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
of Common Stock were sold:
Date Number of Shares Sold Price Per Share
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9/1/98 -31000 12.625
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The letter sent to the issuer by Deep Discount Advisors, Inc., on
November 6, 1998, which precipitates this amendment, is attached as
Exhibit 4.
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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: November 6, 1998 Deep Discount Advisors, Inc.
By: /s/ Ralph W. Bradshaw
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Name: Ralph W. Bradshaw
Title: Secretary
EXHIBIT 4
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) November 6, 1998
Dear Mr. Goldstein:
Deep Discount Advisors, Inc. and Ron Olin Investment Management Company are the
beneficial holders of 2,031,150 shares of the common stock, par value $.01 per
share (the "Common Stock"), of The Emerging Germany Fund, Inc. (the "Fund"),
representing approximately 14.5% of the outstanding shares of Common Stock as of
November 6, 1998. We understand that the 1998 Annual Meeting of Stockholders,
originally scheduled for April 27, 1998 and subsequently cancelled by the Board
of Directors, has been rescheduled for January 26, 1999. According to the
Fund's Proxy Statement, dated March 16, 1998, for the 1998 Annual Meeting of
Stockholders, four Class I Directors are up for election for a term of three
years from 1999 to 2001 at the next annual stockholders meeting. These Class
I positions are currently held by Theodore J. Coburn, Robert J. Birnbaum,
Carroll Brown, and George N. Fugelsang.
The purpose of this letter is to request that the Board of Directors, or
Nominating Committee as appropriate, 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
Attachment 1. They have indicated that they are willing to serve, if elected,
and they are prepared to provide any other information 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 representatives of longtime stockholders of The Emerging Germany 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 Emerging Germany Fund must share this concern.
Messrs. Olin, Bradshaw, Bentz, and Clark represent substantial stockholder
interests in The Emerging Germany 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 pro-actively. Moreover, they will provide a fresh perspective for all
Board decisions, a perspective which is more representative of shareholder
interests rather than the interests of the Fund's investment manager.
As Board members, if elected, the primary objective of Messrs. Olin, Bradshaw,
Bentz, and Clark will be to enhance shareholder value.
In the event that the Board, or Nominating Committee, does not wish to nominate
Messrs. Olin, Bradshaw, Bentz, and Clark in lieu of the incumbent Directors, we
request that you at least offer the stockholders a choice in order achieve a
true measure of stockholder sentiment with regard to major stockholder
representation on the Board. Accordingly, we request that the Board offer two
slates of Director nominees on its proxy, one of which would be the primary
nominees of the Board, and the other of which would include Messrs. Olin,
Bradshaw, Bentz, and Clark, or in the event you do not want to include any or
all of them, an alternate slate of Directors representative of any of the
several major stockholders of the Fund.
In any case, we, as representatives of long term investors in the Fund, would
appreciate the opportunity to register our support for other non-incumbent
nominees with substantial stockholder interests who would provide the degree of
objectivity and true shareholder representation that we think the Board of The
Emerging Germany Fund needs at this time.
We thank you and the Board of Directors for your attention, and we 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 November 18, 1998.
Very truly yours,
Gary A. Bentz
Chief Financial Officer
Attch
ATTACHMENT 1
Ronald G. Olin
U.S. Citizen
Age: 53
B.A., Electrical Engineering, 1967, Rice University
M.S., Electrical Engineering, 1968, Rice University
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 other public and private Boards, including 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. 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: 53
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.
