-----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, Jfhdf2Gw33vVyja0CB1f0e2sEH8OvaX2wrft/uvUZOVtFNnHJChZq11snHZd+s8+ gG96m8hmGPTRrXbgmmwPeA== 0000919574-96-001062.txt : 19961120 0000919574-96-001062.hdr.sgml : 19961120 ACCESSION NUMBER: 0000919574-96-001062 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961217 FILED AS OF DATE: 19961115 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUSTRIA FUND INC CENTRAL INDEX KEY: 0000843615 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05736 FILM NUMBER: 96667351 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 DEF 14A 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)) /X / Definitive Proxy Statement / / 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: Alliance Capital [LOGO] THE AUSTRIA FUND, INC. - ------------------------------------------------------------------------------- 1345 Avenue of the Americas, New York, New York 10105 Toll Free (800) 221-5672 - ------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS DECEMBER 17, 1996 To the Stockholders of The Austria Fund, Inc.: Notice is hereby given that the Annual Meeting of Stockholders (the "Meeting") of The Austria Fund, Inc. (the "Fund") will be held at the offices of the Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on Tuesday, December 17, 1996 at 11:00 a.m., for the following purposes, all of which are more fully described in the accompanying Proxy Statement dated November 8, 1996: 1. To elect three Directors of the Fund, each to hold office for a term of three years and until his or her successor is duly elected and qualified; 2. To ratify the selection of Price Waterhouse LLP as independent accountants of the Fund for its fiscal year ending August 31, 1997; and 3. To transact such other business as may properly come before the Meeting. The Board of Directors has fixed the close of business on October 31, 1996 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting or any adjournment thereof. The enclosed proxy is being solicited on behalf of the Board of Directors. By Order of the Board of Directors, Edmund P. Bergan, Jr. Secretary New York, New York November 8, 1996 - ------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY. - ------------------------------------------------------------------------------- (R) This registered service mark used under license from the owner, Alliance Capital Management L.P. PROXY STATEMENT THE AUSTRIA FUND, INC. 1345 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10105 ---------------- ANNUAL MEETING OF STOCKHOLDERS DECEMBER 17, 1996 ---------------- INTRODUCTION This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of The Austria Fund, Inc., a Maryland corporation (the "Fund"), to be voted at the Annual Meeting of Stockholders of the Fund (the "Meeting"), to be held at the offices of the Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on Tuesday, December 17, 1996 at 11:00 a.m. The solicitation will be by mail and the cost will be borne by the Fund. The Notice of Meeting, Proxy Statement and Proxy Card are being mailed to stockholders on or about November 8, 1996. The Board of Directors has fixed the close of business on October 31, 1996 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting and at any adjournment thereof. The outstanding voting shares of the Fund as of October 31, 1996 consisted of 11,703,031 shares of common stock, each share being entitled to one vote. All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise provided therein. Accordingly, unless instructions to the contrary are marked, proxies will be voted for the election of three Directors and for the ratification of the selection of Price Waterhouse LLP as the Fund's independent accountants for its fiscal year ending August 31, 1997. Any stockholder may revoke that stockholder's proxy at any time prior to exercise thereof by giving written notice to the Secretary of the Fund at 1345 Avenue of the Americas, New York, New York 10105, by signing another proxy of a later date or by personally voting at the Meeting. A quorum for the Meeting will consist of a majority of the shares outstanding and entitled to vote. In the event that a quorum is not represented at the Meeting or, even if a quorum is so represented, in the event that sufficient votes in favor of any proposal set forth in the Notice of Meeting are not received by December 17, 1996, the persons named as proxies may propose and vote for one or more adjournments of the Meeting with no other notice than announcement at the Meeting, and further solicitation of proxies with respect to such proposal may be made. Shares represented by proxies indicating a vote against any proposal will be voted against adjournment. PROPOSAL ONE ELECTION OF DIRECTORS At the Meeting, three Directors will be elected to serve for terms of three years, and until their successors are elected and qualified. The affirmative vote of a plurality of the votes cast at the Meeting is required to elect a Director. It is the intention of the persons named in the enclosed proxy to nominate and vote in favor of the election of the persons in Class Three as described below. Pursuant to the Articles of Incorporation and By-laws of the Fund, the Board of Directors has been divided into three classes. The terms of office of the members of Class Three will expire as of the Meeting, the terms of office of the members of Class One will expire as of the annual meeting of stockholders to be held in 1997 and the terms of office of the members of Class Two will expire as of the annual meeting of stockholders to be held in 1998. Upon expiration of the terms of office of the members of a class as set forth above, those persons then elected as Directors in that class will serve until the third annual meeting of stockholders following their election. Mr. John D. Carifa, Dr. Hans Haumer and Ms. Reba W. Williams are currently members of Class Three; Messrs. William H.M. de Gelsey, Peter Nowak and Dipl. Ing. Hellmut Longin are currently members of Class One; and Mr. Dave H. Williams, Mag. Reinhard Ortner, Dipl. Ing. Peter Mitterbauer, Dr. Walter Wolfsberger, and Dr. Maria Schaumayer are currently members of Class Two. As a result of this system, only those Directors in a single class may be changed in any one year, and it would require two years to change a majority of the Board of Directors (although, under Maryland law, procedures are available for the removal of Directors even if they are not then standing for re-election and, under Securities and Exchange Commission regulations, procedures are available for including appropriate stockholder proposals in management's annual proxy statement). This system of electing Directors, which may be regarded as an anti-takeover provision, may make it more difficult for the Fund's stockholders to change the majority of Directors and, thus, have the effect of maintaining the continuity of management. At the Meeting, each of the Directors in Class Three, all of whom were previously elected by stockholders, are standing for re-election. Each nominee has consented to serve as a Director. The Board of Directors knows of no reason why any of these nominees would be unable to serve, but in the event of such inability, the proxies received will be voted for such substitute nominees as the Board of Directors may recommend. Certain of the Fund's Directors and officers are residents of Austria or the United Kingdom and substantially all of the assets of such persons may be located outside of the United States. As a result, it may be difficult for United States investors to effect service upon such Directors or officers within the United States, or to realize judgments of courts of the United States predicated upon civil liabilities of such Directors or officers under the federal securities laws of the United States. The Fund has been advised that there is substantial doubt as to the enforceability in Austria or in the United Kingdom of the civil remedies and criminal penalties afforded by the federal securities laws of the United States. Also it is unclear if extradition treaties now in effect between the United States and Austria and the United Kingdom would subject Directors and officers residing in these countries to effective enforcement of the criminal penalties of the federal securities laws. 2 Certain information concerning the Fund's Directors and nominees for election as Directors is set forth below.
NUMBER OF SHARES NAME, AGE, POSITIONS AND OFFICES BENEFICIALLY WITH THE FUND, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR OCCUPATIONS DURING THE PAST FIVE YEARS BECAME A AS DIRECTOR INDIRECTLY AS OF AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE OCTOBER 31, 1996 -------------------------------------- ---------- ------------- ----------------- * Dave H. Williams, Chairman, 64. Chairman of the Board of Alliance Capital Management Corporation ("ACMC")** since prior to 1991 and Director of The Equitable Companies Incorporated................. 1989 1998 18,000 (Class Two) * John D. Carifa, Director, 51. President, Chief Operating Officer and a Director of ACMC......................... 1991 1999+ 1,118 (Class Three) ***++ William H.M. de Gelsey, Director, 74. Senior Advisor to the Managing Board of Creditanstalt-Bankverein, Vienna since 1988; prior thereto, Deputy Chairman of Orion Royal Bank, London, England...................... 1991 1997 -0- (Class One)
- -------- * "Interested person," as defined in the Investment Company Act of 1940, as amended (the "Act"), of the Fund because of affiliation with Alliance Capital Management L.P. ("Alliance"). ** For purposes of this Proxy Statement, ACMC refers to Alliance Capital Management Corporation, the sole general partner of Alliance, and to the predecessor general partner of the same name. *** Member of the Audit Committee. + If re-elected at the Meeting. ++ Member of the Nominating Committee. 3
NUMBER OF SHARES NAME, AGE, POSITIONS AND OFFICES BENEFICIALLY WITH THE FUND, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR OCCUPATIONS DURING THE PAST FIVE YEARS BECAME A AS DIRECTOR INDIRECTLY AS OF AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE OCTOBER 31, 1996 -------------------------------------- ---------- ------------ ----------------- ***++ Dr. Hans Haumer, Director, 56. Chairman of the Managing Board of Bank Liechtenstein and Director BIL GT Group; former Chairman of the Managing Board of GiroCredit Bank Aktiengesellschaft der Sparkassen; formerly Chairman of Die Erste Osterreichische SparCasse- Bank...................... 1989 1999+ -0- (Class Three) *++*** Dipl. Ing. Hellmut Longin, Director, 62. Chairman of the Management Board and Chief Executive Officer of Radex-Heraklith Industriebeteiligungs A.G.; Chairman of the Supervisory Board of all subsidiaries of Radex- Heraklith (mining industries); Member of the Supervisory Board of Interunfall Versicherungs A.G. (insurance); Member of the Supervisory Boards of Maculan Holding A.G. (building industry), Zumtobel A.G. and Zumtobel Holding A.G.; Member of Supervisory Board of BA-GC Investment Bank Austria AG; Member of Supervisory Board of Umdasch AG (supplier to building industry)..... 1989 1997 -0- (Class One)
- -------- * "Interested person," as defined in the Act, of the Fund because of affiliation with BAI Fondsberatung Ges. m.b.H. ("BAI Fund Adviser"). *** Member of the Audit Committee. + If re-elected at the Meeting. ++ Member of the Nominating Committee. 4
NUMBER OF SHARES NAME, AGE, POSITIONS AND OFFICES BENEFICIALLY WITH THE FUND, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR OCCUPATIONS DURING THE PAST FIVE YEARS BECAME A AS DIRECTOR INDIRECTLY AS OF AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE OCTOBER 31, 1996 -------------------------------------- ---------- ----------- ----------------- ***++ Dipl. Ing. Peter Mitterbauer, Director, 53. Chairman of the Executive Board of Miba A.G. (diversified engineering company); Chairman of the Supervisory Boards of Miba Gleitlager A.G., Miba Sintermetall A.G., Miba Frictec Ges. m.b.H. and Alcatel Austria A.G.; President of the Upper Austrian Chamber of Industry and Commerce; and Member of the Supervisory Boards of Strabag Osterreich A.G., Creditanstalt-Bankverein, Gmundener Zementwerke A.G., Teufelberger Holding A.G., Bank fur Oberosterreich and Salzburg and SCA Laakitchen AG. ......................... 1989 1998 -0- (Class Two) * Peter Nowak, Director, 51. Chairman of BA-GC Investment Bank Austria AG; Member of the Supervisory Boards of Heraklith Baustoffe A.G., Darbo Beteiligungs-A.G., Rath Beteilgungs A.G. and Sparinvest Kapitalanlage Aktiengesellschaft........... 1990 1997 -0- (Class One) *++*** Mag. Reinhard Ortner, Director, 47. Member of Management Board of First Austrian Bank; Member of Supervisory Boards of GiroCredit Bank AG der Sparkassen, Sparkassenverlag Ges. m.b.H. (trading), SPV- Druck Gesellschaft m.b.H. (printing) and Generali Allgemeine Lebensversicherung AG; Director of First Austrian International....... 1992 1998 1,500 (Class Two)
- -------- * "Interested person," as defined in the Act, of the Fund because of affiliation with BAI Fund Adviser. *** Member of the Audit Committee. ++ Member of the Nominating Committee. 5
NUMBER OF SHARES NAME, AGE, POSITIONS AND OFFICES BENEFICIALLY WITH THE FUND, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR OCCUPATIONS DURING THE PAST FIVE YEARS BECAME A AS DIRECTOR INDIRECTLY AS OF AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE OCTOBER 31, 1996 -------------------------------------- ---------- ------------ ----------------- ***++ Dr. Maria Schaumayer, Director, 64. Former Governor of the Austrian National Bank. She was formerly Deputy Chairman of the Supervisory Board of Constantia Privatbank A.G., Vienna...... 1995+++ 1998 -0- (Class Two) * Reba W. Williams, Director, 60. Director of ACMC; Director of Special Projects, ACMC; art historian and writer. She was formerly a financial writer and consultant, Vice President and security analyst, Mitchell Hutchins, Inc. and an analyst for McKinsey & Company, Inc. ............... 1991 1999+ 18,000 (Class Three) ***++ Dr. Walter Wolfsberger, Director, 66. Vice Chairman of the Supervisory Boards, Siemens A.G. Austria and Zurich Kosmos Versicherungs AG (electronics)............. 1991 1998 -0- (Class Two)
- -------- *"Interested person," as defined in the Act, of the Fund because of affiliation with Alliance. ***Member of the Audit Committee. +If re-elected at the Meeting. ++Member of the Nominating Committee. +++Dr. Schaumayer previously served as a Director of the Fund from 1989-1990. 6 During the fiscal year ended August 31, 1996, the Board of Directors met four times, the Audit Committee met twice for the purposes described below in Proposal Two, and the Nominating Committee met once. John D. Carifa attended fewer than 75% of the meetings of the Fund's Board of Directors. The Nominating Committee was constituted for the purpose of selecting and nominating persons to fill any vacancies on the Board of Directors. The Nominating Committee of the Fund does not currently consider candidates proposed by stockholders for election as Directors. The aggregate compensation paid by the Fund to each of the Directors during its fiscal year ended August 31, 1996, the aggregate compensation paid to each of the Directors during the calendar year 1995 by all of the funds to which Alliance provides investment advisory services (collectively, the "Alliance Fund Complex") and the total number of funds in the Alliance Fund Complex with respect to which each of the Directors serves as a director or trustee, are set forth below. Neither the Fund nor any other fund in the Alliance Fund Complex provides compensation in the form of pension or retirement benefits to any of its directors or trustees.
TOTAL TOTAL NUMBER OF COMPENSATION FUNDS IN THE AGGREGATE FROM THE ALLIANCE FUND COMPENSATION ALLIANCE FUND COMPLEX, FROM THE FUND COMPLEX, INCLUDING THE DURING THE INCLUDING FUND, AS TO FISCAL YEAR THE FUND, WHICH THE ENDED DURING THE DIRECTOR IS AUGUST 31, 1995 CALENDAR A DIRECTOR NAME OF DIRECTOR 1996 YEAR OR TRUSTEE ---------------- ------------- ------------- ------------- Dave H. Williams...................... $ 0 $ 0 6 John D. Carifa........................ $ 0 $ 0 50 William H.M. de Gelsey................ $10,000 $10,500 1 Dr. Hans Haumer....................... $ 9,500 $ 5,000 1 Dipl. Ing. Hellmut Longin............. $10,000 $10,500 1 Dipl. Ing. Peter Mitterbauer.......... $10,000 $11,000 1 Peter Nowak........................... $ 0 $ 0 1 Mag. Reinhard Ortner.................. $10,000 $10,500 1 Dr. Maria Schaumayer.................. $ 8,000 $ 3,000 1 Reba W. Williams...................... $ 0 $ 0 3 Dr. Walter Wolfsberger................ $10,000 $10,500 1
Alliance has instituted a policy applicable to all funds in the Alliance Fund Complex contemplating, in the case of the Fund, that the Directors of the Fund will each invest at least $10,000 in shares of the Fund before the end of 1997. As of October 31, 1996, the Directors and officers of the Fund as a group owned less than 1% of the shares of the Fund. Since September 1, 1995, none of the Fund's Directors engaged in a purchase or sale of the securities of Alliance, BAI Fund Adviser or any of their respective parents or subsidiaries, in an amount exceeding 1% of the relevant class of outstanding securities. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF THE FUND. 7 PROPOSAL TWO RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS The Board of Directors recommends that the stockholders of the Fund ratify the selection of Price Waterhouse LLP, independent accountants, to audit the accounts of the Fund for the fiscal year ending August 31, 1997. Their selection was approved by the vote, cast in person, of a majority of the Board of Directors, including a majority of the Directors who are not interested persons of the Fund as defined in the Act, at a meeting held on October 4, 1996. The affirmative vote of a majority of the votes cast at the Meeting is required to ratify such selection. Price Waterhouse LLP has audited the accounts of the Fund since the Fund's commencement of operations and does not have any direct financial interest or any material indirect financial interest in the Fund. A representative of Price Waterhouse LLP is expected to attend the Meeting and to have the opportunity to make a statement and to respond to appropriate questions from the stockholders. The Audit Committee of the Board of Directors generally meets twice during each fiscal year with representatives of Price Waterhouse LLP to discuss the scope of the independent accountants' engagement and review the financial statements of the Fund and the results of their examination thereof. THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT ACCOUNTANTS OF THE FUND. 8 INFORMATION AS TO THE FUND'S PRINCIPAL OFFICERS, INVESTMENT ADVISER AND ADMINISTRATOR, AND THE FUND'S SUB-ADVISER The principal officers of the Fund and their principal occupations during the past five years are set forth below. Dave H. Williams, Chairman (see page 3 for biographical information). Norman S. Bergel, Vice President, 46, a Vice President of ACMC since prior to 1991; Director and a Vice President of Alliance Capital Limited ("ACL"). Mark H. Breedon, Vice President, 43, a Vice President of ACMC since prior to 1991; Director and a Vice President of ACL. Nicholas Crossland, Vice President, 25, an Assistant Vice President of ACL, with which he has been associated since 1991. Mark D. Gersten, Treasurer and Chief Financial Officer, 46, a Senior Vice President of Alliance Fund Services, Inc. ("AFS") since prior to 1991. Edmund P. Bergan, Jr., Secretary, 46, a Senior Vice President and the General Counsel of Alliance Fund Distributors, Inc. and AFS and a Vice President and an Assistant General Counsel of ACMC since prior to 1991. The address of Messrs. Williams and Bergan is c/o Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New York 10105. The address of Mr. Bergel is c/o Alliance Capital Management International, 55 Stratton Street, London, W1X 6JJ. The address of Messrs. Breedon and Crossland is c/o Alliance Capital Limited, 55 Stratton Street, London, W1X 6JJ. The address of Mr. Gersten is c/o Alliance Fund Distributors, Inc., 500 Plaza Drive, Secaucus, New Jersey 07094. The investment adviser and administrator for the Fund is Alliance Capital Management L.P., with principal offices at 1345 Avenue of the Americas, New York, New York 10105. BAI Fondsberatung Ges. m.b.H., with principal offices at Burgring 3, A1010, Vienna, Austria, serves as the Fund's sub-adviser. Section 30(f) of the Act and the rules under Section 16 of the Securities Exchange Act of 1934 require that the Directors and officers of the Fund and the Directors of ACMC, among others, file with the Securities and Exchange Commission and the New York Stock Exchange initial reports of ownership of shares and reports of changes in ownership of shares of the Fund. For the fiscal year ended August 31, 1996, there were no delinquent reports filed with respect to the Fund. 9 SUBMISSION OF PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS Proposals of stockholders intended to be presented at the next annual meeting of stockholders of the Fund must be received by the Fund by July 11, 1997 for inclusion in the Fund's proxy statement and form of proxy relating to that meeting. The submission by a stockholder of a proposal for inclusion in the proxy statement does not guarantee that it will be included. Stockholder proposals are subject to certain regulations under federal securities laws. OTHER MATTERS Management of the Fund does not know of any matters to be presented at the Meeting other than those mentioned in this Proxy Statement. If any other matters properly come before the Meeting, the shares represented by proxies will be voted with respect thereto in accordance with the best judgment of the person or persons voting the proxies. REPORTS TO STOCKHOLDERS The Fund will furnish each person to whom the proxy statement is delivered with a copy of the Fund's latest annual report to stockholders upon request and without charge. To request a copy, please call Alliance Fund Services at (800) 227-4618 or contact Christina Santiago at Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New York 10105. By Order of the Board of Directors, Edmund P. Bergan, Jr. Secretary November 8, 1996 New York, New York 10
TABLE OF CONTENTS PAGE - ------------------------------------------------------------------------------- Introduction.............................................................. 1 Proposal One: Election of Directors....................................... 2 Proposal Two: Ratification of Selection of Independent Accountants........ 8 Information as to the Fund's Principal Officers, Investment Adviser and Administrator, and Sub-Adviser........................................... 9 Submission of Proposals for the Next Annual Meeting of Stockholders....... 10 Other Matters............................................................. 10 Reports to Stockholders................................................... 10
THE AUSTRIA FUND, INC. - ------------------------------------------------------------------------------- Alliance Capital [LOGO] Alliance Capital Management L.P. - ------------------------------------------------------------------------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT DECEMBER 17, 1996 APPENDIX PROXY PROXY THE AUSTRIA FUND, INC. INSTRUCTIONS TO THE STOCKHOLDERS OF THE AUSTRIA FUND, INC. (the "Corporation") IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 17, 1996. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION. The undersigned hereby instructs Christina Santiago and Carol H. Rappa 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 Standard Time, on December 17, 1996 at the offices of the Corporation, 1345 Avenue of the Americas, in the Audio-Visual Conference Room, 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 ELECTION OF THE NOMINEES AS DIRECTORS AND FOR ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF EACH OF THE PROPOSALS. PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. Please sign this proxy exactly as your name appears 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. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? ___________________________ ______________________________ ___________________________ ______________________________ /X/ PLEASE MARK VOTES AS IN THIS EXAMPLE 1. Election of Directors. For All For Withhold Except / / / / / / Class Three Directors (term expires in 1999) JOHN D. CARIFA, DR. HANS HAUMER and REBA W. WILLIAMS IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" ANY PARTICULAR NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THAT NOMINEE'S NAME. YOUR SHARES SHALL BE VOTED FOR THE REMAINING NOMINEES. 2. RATIFICATION OF THE SELECTION OF PRICE For Against Abstain WATERHOUSE LLP as the / / / / / / independent accountants for the Corporation for the fiscal year ending August 31, 1997. 3. In their discretion, as For Against Abstain such other matters / / / / / / as may properly come before the Annual Meeting or any adjournments thereof. Please be sure to sign and date this Proxy. Date Shareholder sign here Co-owner sign here Mark box at right if comments or address change / / have been noted on the reverse side of the card. RECORD DATE SHARES: 00250000.AW3 -----END PRIVACY-ENHANCED MESSAGE-----