-----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, NRqXA7sJDNfDvCSdDm+f7wbA4hdjzfw1m2yh7LlIioM2LIS6pHIQZNsgDrrmswe3 1wy5sjdgjszlhxex/uF55A== 0000950136-98-002113.txt : 19981028 0000950136-98-002113.hdr.sgml : 19981028 ACCESSION NUMBER: 0000950136-98-002113 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981027 SROS: NONE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51657 FILM NUMBER: 98730972 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKGESELLSCHAFT BERLIN AG CENTRAL INDEX KEY: 0001038872 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ALEXANDERPLATZ 2 CITY: 10178 BERLIN GERMANY MAIL ADDRESS: STREET 1: ALEXANDERPLATZ 2 CITY: 10178 BERLIN GERMANY SC 13D/A 1 AMENDED SCHEDULE 13D Securities and Exchange Commission Washington, D.C. 20549 ------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) The Austria Fund, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 052587102 - ------------------------------------------------------------------------------- (CUSIP Number) Gregory L. Melville Bankgesellschaft Berlin AG Alexanderplatz 2 D-10178 Berlin Germany - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 15, 1998 - ------------------------------------------------------------------------------- (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 1 of 8 Pages CUSIP No.: 052587102 13D Page 2 of 8 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. ID NO. OF ABOVE PERSON Bankgesellschaft Berlin AG - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ] OF A GROUP (b) [ ] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL [ ] PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany - ------------------------------------------------------------------------------ NUMBER OF SOLE VOTING POWER 904,500 SHARES --------------------------------------------------------- BENEFICIALLY SHARED VOTING POWER 0 OWNED --------------------------------------------------------- BY EACH SOLE DISPOSITIVE POWER 904,500 REPORTING --------------------------------------------------------- PERSON SHARED DISPOSITIVE POWER 0 WITH - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 904,500 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW [ ] (11) EXCLUDES CERTAIN SHARES - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON BK - ------------------------------------------------------------------------------ This Amendment No. 2 amends and supplements Items 3, 4, 5 and 7 of the Schedule 13D of Bankgesellschaft Berlin AG (the "Bank") with respect to the Common Stock, par value $.01 per share (the "Common Stock"), of The Austria Fund, Inc. (the "Fund"). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source of the funds used by the Bank to purchase the 879,400 shares of Common Stock reported in Item 5(a) was working capital and aggregated approximately $9,253,589 (exclusive of commissions). ITEM 4. PURPOSE OF TRANSACTION On or about October 15, 1998, the Bank sent a letter to the Fund, a copy of which is attached hereto as an exhibit and incorporated herein by reference, in which the Bank requested that its nominees be considered for nomination to the Board of Directors of the Fund. Except as set forth herein and in the initial Schedule 13D and Amendment No. 1 thereto filed by the Bank, the Bank has not formulated any plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Fund's proxy statement, dated November 10, 1997, relating to the 1997 Annual Meeting of Stockholders of the Fund states that, as of October 31, 1997, there were 11,703,031 shares of Common Stock outstanding. The percentage set forth in this Item 5(a) was derived using such number. The Bank is the beneficial owner of 904,500 shares of Common Stock, which constitute approximately 7.7% of the outstanding shares of Common Stock. (b) The Bank has sole power to vote and to dispose of the shares of Common Stock owned by it. (c) During the last sixty days, the Bank has effected the following purchases and sales of the shares of Common Stock, all of which were made on the New York Stock Exchange. Page 3 of 8 Pages Date Number of Shares Purchased (Sold) Price Per Share - ----------------- --------------------------------- --------------- August 24, 1998 25,000 $10.1875 August 28, 1998 30,000 9.3333 August 31, 1998 20,000 9.4688 September 2, 1998 2,500 9.3750 October 2, 1998 (5,000) 8.7500 October 9, 1998 4,400 8.6250 October 16, 1998 25,100 9.3586 (d) No person other than the Bank has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Bank. (e) It is inapplicable to state the date on which the Bank ceased to be the beneficial owner of more than five percent of the Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Letter, dated October 15, 1998, from Bankgesellschaft Berlin AG to The Austria Fund, Inc. Page 4 of 8 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: October 26, 1998 BANKGESELLSCHAFT BERLIN AG By: /s/ Gregory L. Melville --------------------------------- Name: Gregory L. Melville Title: Assistant Director By: /s/ Moritz A. Sell --------------------------------- Name: Moritz Sell Title: Market Strategist Page 5 of 8 Pages EXHIBIT 1 [Letterhead of Bankgesellschaft Berlin] October 15, 1998 The Austria Fund, Inc. 1345 Avenue of the Americas New York, NY 10105 USA Attention: Edmund P. Bergan, Jr. Dear Mr. Bergan: Bankgesellschaft Berlin AG (the "Bank") is the holder of 879,400 shares of the common stock, par value $.01 per share (the "Common Stock"), of The Austria Fund, Inc. (the "Fund"), representing approximately 7.51 % of the outstanding shares of Common Stock. We request that the Nominating Committee of the Board of Directors nominate Gregory L. Melville and Moritz A. Sell to be considered for election to the Board at the 1998 annual meeting of shareholders. Brief biographies of Messrs. Melville and Sell are attached hereto as Annex A. Messrs. Melville and Sell have confirmed to the Bank that they meet all requirements under the Investment Company Act of 1940, as amended, and the Fund's articles of incorporation and by-laws applicable to directors. They will complete a questionnaire prepared by the Fund designed to confirm the foregoing. In the event that the Committee determines not to nominate Messrs. Melville and Sell, the bank would appreciate the opportunity to discuss with the Committee the opportunity of nominating other individuals to the Board in lieu of Messrs. Melville and Sell. Mr. Melville has extensive experience in risk management and trading in international equities. Mr. Sell has significant experience in international securities as both a trader and an analyst. As the Fund invests primarily in the securities of Austria, their business experience would prove to be an asset to the Fund. Additionally, both Messrs. Melville and Sell serve as directors on the Board of another NYSE listed closed-end country fund. The persistent discount from net asset value ("NAV") of the shares of Common Stock is a concern to the Bank, as we are sure it is to most, if not all, shareholders of the Fund. Messrs. Melville and Sell have indicated to the Bank that, if elected to the Board, they will be committed to exploring methods of reducing or eliminating the discount. Such methods might include converting the Fund to a close-end interval fund, open-ending the Fund, or merging the Fund with an open-end fund, among others or offering shareholders a one-time in-kind redemption right. The Bank believes that the current members of the board which are due for reelection will not be genuinely committed to reducing or eliminating the discount. On the other hand, Messrs. Melville Page 6 of 8 Pages and Sell will have the interests of increasing shareholder value as their mandate. As previously stated, Messrs. Melville and Sell are directors of a closed-end fund trading in European equities and have been directly and successfully involved in seeking solutions for reducing discounts in international closed-end funds. We wish to thank the Committee for its attention to the Bank's request that its nominees be considered for nomination to the Board and, due to the time sensitivity, respectfully request a response to this letter by October 23, 1998. Very truly yours, /s/ Serge Demoliere /s/ Dirk Kipp - -------------------- ---------------- Serge Demoliere Dirk Kipp Managing Director Director Page 7 of 8 Pages GREGORY L. MELVILLE (born July 22, 1956) US Citizen B.S, Engineering, 1978, United States Military Academy, West Point 1990 - 1995 Salomon Brothers, Investment Bank, Vice President 1995 - Present Bankgesellschaft Berlin Bank, Assistant Director Since 1997 Mr. Melville has served as a Director on the Board of the Growth Fund of Spain, Inc., a NYSE-listed closed-end fund. MORITZ A. SELL (born October 12, 1967) US Citizen B.A. Economics, 1989, George Washington University 1990 - 1994 Canadian Imperial Bank of Commerce, Bank, Vice President 1995 - 1996 Barclays de Zoete Wedd, Investment Bank, Analyst 1996 - Present Bankgesellschaft Berlin, Market Strategist Since 1997 Mr. Sell has served as a Director on the Board of the Growth Fund of Spain, Inc., a NYSE-listed closed-end fund. Page 8 of 8 Pages -----END PRIVACY-ENHANCED MESSAGE-----