<PAGE>
THE FRANCE GROWTH FUND, INC.
1285 Avenue of the Americas
c/o Mitchell Hutchins Asset Management, Inc.
New York, NY 10019
April 19, 1999
VIA ELECTRONIC TRANSMISSION
File Desk
Securities and Exchange commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: Definitive Additional Soliciting Materials for
The France Growth Fund, Inc. (the "Fund")
File No. 811-05994
----------------------------------------------
Ladies and Gentlemen:
Attached hereto for electronic filing on behalf of the Fund pursuant to
Rule 14a-6 of Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and Rule 101(a) of Regulation S-T are defintive
additional soliciting materials to be mailed to stockholders of the Fund in
connection with the annual meeting of stockholders of the Fund (the "Meeting")
to be held on April 29, 1999. The definitive proxy materials relating to the
Meeting were filed with the Commission on March 11, 1999.
The Meeting to which the enclosed additional soliciting materials
relate is being held for the purpose of (1) electing three directors; (2)
ratifying the selection of Price Waterhouse LLP as independent accountants for
the fiscal year ending December 31, 1999; and (3) considering two stockholder
proposals.
Pursuant to Rule 14a-6(d) under the 1934 Act, please be advised that
the Fund intends to mail the additional soliciting materials to the stockholders
of record of the Fund on or about April 19, 1999.
If you have any questions or comments concerning this filing please
contact the undersigned at (617) 526-6276 (collect).
Very truly yours,
/s/ Charles F. McCain
Charles F. McCain
<PAGE>
INFORMATION REQUIRED IN PROXY STATEMENT
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
/ / Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))
The France Growth 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.
<PAGE>
IMPORTANT INFORMATION ABOUT YOUR INVESTMENT IN
THE FRANCE GROWTH FUND INC.
Dear Shareholder: April 19, 1999
By now you should have received The France Growth Fund's proxy materials for the
upcoming Annual Meeting of Stockholders scheduled to be held on April 29, 1999.
If you have not yet completed and mailed in your proxy, we urge you to do so
after reading the Fund's proxy statement. You may also have received proxy
materials from Deep Discount Advisers, Inc. ("Deep Discount") that contain
proposals to open-end the Fund, terminate the Fund's management contract and
elect an alternative slate of Directors. Please be advised that Deep Discount is
not considering your best interests in making these proposals. Your Board of
Directors strongly believes that Deep Discount's proposals would, if adopted,
harm all shareholders who invest in the Fund for long-term capital appreciation,
which has been the Fund's investment objective since inception. We would like to
take this opportunity to highlight the Fund's record because we believe it has
been a very good record for shareholders and also give you more insight into
Deep Discount's self serving objective behind its proxy campaign. We hope that
you will consider this information when voting. Your Board unanimously urges you
to vote the WHITE proxy card FOR proposals 1 and 2 and AGAINST proposals 3
and 4.
Your Board unanimously believes that the Fund will best serve the long-term
interests of stockholders by continuing to focus on maximizing long-term capital
appreciation rather than by fundamentally changing its focus to the short-term
goal of seeking to realize net asset value in a manner disruptive to shareholder
interests. We believe that the Fund has been very successful at achieving its
objective since it began offering shares in 1990, as demonstrated by the
following:
o The Fund has received a four star rating by Morningstar and has
outperformed its benchmark index in all but one year since its
inception in 1990 (please see the bar chart on page 9 of the proxy
statement).
o The Fund has outperformed its benchmark index by over 80% over the life
of the Fund, providing a total return (based on changes in net asset
value per share) of 161% in U.S. dollars since inception.
o In 1998 alone the Fund achieved an increase in net asset value of
40.9%.
In addition to consistently achieving superior performance, the Adviser and your
Board have taken significant actions which have and will continue to benefit
shareholders, including:
o A continual reduction in the Fund's total operating expenses to 1.25%
estimated for 1999, which is significantly less than the average total
operating expenses for closed-end European equity funds during 1998.
o The Adviser has voluntarily agreed to reduce its advisory fee each
month by a percentage equal to the size of the discount.
o The Fund adopted a Tax-Advantaged Managed Distribution Plan in 1998
whereby the Fund distributes a dividend on a quarterly basis equal to
at least 12% of the Fund's net assets as of the end of the previous
year. The Fund expects to distribute at least $7.55 million per
quarter in 1999.
<PAGE>
As discussed more fully in the proxy statement, we believe that conversion of
the Fund from a closed-end fund to an open-end fund would have substantial
adverse consequences for shareholders, including the fact that the Adviser would
no longer be able to invest substantially all of the Fund's assets in French
equity securities because the Fund would then need to keep a sizeable cash
reserve to meet redemption requests. We also strongly believe that termination
of the advisory contract would be very detrimental to shareholders. Not only
would it throw Fund management into chaos and increase expenses, but
shareholders would lose the services of an adviser which has achieved
consistently superior performance for the Fund. Your Board does not believe that
it would be able to replace the Adviser with another that has similar experience
in managing a pool of French equity securities and can demonstrate a comparable
record of performance. Plus there is NO evidence that termination of the
advisory contract would reduce the discount. We hope that you will consider this
record when voting and urge you to vote AGAINST proposal 3 to open-end the Fund
and AGAINST proposal 4 to terminate the advisory contract.
Your Board strongly recommends that you elect its nominees to the Board. Messrs.
Rapaccioli and Longchampt have been Directors since the Fund's inception and are
long-time members of the Audit Committee which has, among other things, overseen
the successful reduction of Fund expenses. Mr. Chauvel has served as President
of the Fund for the last two years. All three nominees are French nationals and
have professional French backgrounds. They have and would continue to make
positive contributions to the Fund. The Board believes that Deep Discount's
nominees have no interest in the Fund other than promoting Deep Discount's goal
of open-ending the Fund.
Finally, we believe that you would benefit by knowing a little bit more about
Deep Discount and its motive behind this proxy campaign. Deep Discount is in the
business of profiting by buying shares of closed-end funds at a discount and
then selling those shares as soon as the discount narrows after the fund
announces that it has been forced to open-end. Deep Discount is not concerned
with the fund's investment objective, its performance or its other shareholders.
Illustrative of this is the fact that Deep Discount has offered a proposal to
terminate the Fund's advisory contract. As noted above and in the proxy
statement, we believe that such action would be significantly harmful to all
shareholders except Deep Discount. Why not Deep Discount as well? Because Deep
Discount doesn't care about the Fund's performance or how well or by whom the
Fund's assets are managed. Deep Discount has waged proxy contests against a
number of closed-end funds over the years and in all of those contests Deep
Discount has pursued the same goal - force the fund to open-end. We hope that
you will place greater weight on the record that the Fund has established over
the past 9 years than on unsupported assertions by a shareholder like Deep
Discount who bears no fiduciary responsibility to the other shareholders and
whose only goal is to profit for its own account.
For these and the other reasons set forth in the proxy statement, your Board
strongly recommends that you vote with management against proposal 3 to open-end
the Fund and proposal 4 to terminate the Fund's management contract. Please
review the Fund's proxy material and vote the WHITE proxy card FOR Proposals 1
and 2 and AGAINST proposals 3 and 4. We thank you for your support. If you have
any question regarding the Fund's proxy materials, please call 1-800-733-8481.
