-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RDr5pNkPHF33xyJDEZnneve7rgg0bBkO8/l+p9DJHIxFm5otxqtERe8E+LT9cfnC HXN59enq/lJqX1wKAUSWMw== 0000919574-98-001250.txt : 19981211 0000919574-98-001250.hdr.sgml : 19981211 ACCESSION NUMBER: 0000919574-98-001250 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUSTRIA FUND INC CENTRAL INDEX KEY: 0000843615 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133529777 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 811-05736 FILM NUMBER: 98767738 BUSINESS ADDRESS: STREET 1: 1345 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: ALLIANCE CAPITAL MANAGEMENT LP STREET 2: 1345 AVENUE OF THE AMERICAS 31ST FL CITY: NEW YORK STATE: NY ZIP: 10105 DEFA14A 1 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. 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: 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. 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 2 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. | |___________________________________________________________________________| 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 or any adjournment thereof, as described in the Proxy Statement. __________________________________ (Signature of Shareholder) __________________________________ (Signature of joint owner, if any) Dated __________________, 199_ 2 00250000.BA6 -----END PRIVACY-ENHANCED MESSAGE-----