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
AMCAP FUND, INC>
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(Name of Registrant as Specified In Its Charter)
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- -
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
AMCAP FUND, INC.
----------------
NOTICE OF MEETING OF SHAREHOLDERS
MARCH 9, 1998
----------------
To the Shareholders of
AMCAP Fund, Inc.:
A Meeting of Shareholders of AMCAP Fund, Inc. (the "Fund") will be held at
the office of the Fund, 333 South Hope Street, 55th Floor, Los Angeles,
California, on Monday, March 9, 1998 at 10:00 A.M., local time, to consider
and vote on the following matters described under the corresponding numbers in
the accompanying Proxy Statement:
(1) election of a board of ten directors;
(2) ratification of the selection, by the Board of Directors of
Deloitte & Touche LLP as independent accountant for the Fund for
the year ending February 28, 1998; and
(3) such other matters as may properly come before the meeting.
The Board of Directors has fixed January 6, 1998, at the close of business,
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
THE PROPOSED BUSINESS CANNOT BE CONDUCTED AT THE MEETING UNLESS THE HOLDERS
OF A MAJORITY OF THE SHARES OF THE FUND OUTSTANDING ON THE RECORD DATE ARE
PRESENT IN PERSON OR BY PROXY. THEREFORE, PLEASE MARK, DATE, SIGN AND RETURN
THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS. THE PROXY IS
REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT THAT
YOU ATTEND THE MEETING.
By Order of the Board of
Directors,
Julie F. Williams
Secretary
January 15, 1998
IMPORTANT
SHAREHOLDERS CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF
SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE
ENCLOSED PROXY. PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN
ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
AMCAP FUND, INC.
333 SOUTH HOPE STREET, LOS ANGELES, CALIFORNIA 90071
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PROXY STATEMENT
MEETING OF SHAREHOLDERS -- MARCH 9, 1998
--------------
The enclosed Proxy is solicited by the Board of Directors of the Fund in
connection with the Meeting of Shareholders to be held on Monday, March 9,
1998. Every Proxy returned in time to be voted at the meeting will be voted
and, if a specification is made with respect to any proposal, the Proxy will
be voted accordingly. If no specification is made, the Proxy will be voted in
favor of the proposal. Anyone having submitted a Proxy may revoke it prior to
its exercise, either by filing with the Fund a written notice of revocation,
by delivering a duly executed Proxy bearing a later date, or by attending the
meeting and voting in person. This Proxy was first mailed to shareholders on
or about January 15, 1998.
At the close of business on January 6, 1998, the record date fixed by the
Board of Directors for the determination of shareholders entitled to notice of
and to vote at the meeting, there were outstanding 289,364,520 shares of
capital stock, $1 par value, the only authorized class of securities of the
Fund (the "Shares"). Each Share is entitled to one vote. There is no provision
for cumulative voting. No person owned of record or was known by the Fund to
own beneficially 5% or more of the outstanding Shares of the Fund.
With respect to the election of directors (Item 1), the 10 nominees
receiving the highest number of votes shall be deemed to be elected. The vote
required to approve item 2 is the affirmative vote of the lesser of (a) 67% or
more of all Shares present and entitled to vote at the meeting, provided the
holders of more than 50% of all outstanding Shares are present or represented
by proxy, or (b) more than 50% of all outstanding Shares on the record date.
In the event that sufficient votes are not received by the meeting date, a
person named as proxy may propose one or more adjournments of the meeting for
a period or periods of not more than 120 days in the aggregate to permit
further solicitation of Proxies. The persons named as proxies may vote all
Proxies in favor of such adjournment. Signed but unmarked Proxies will be
voted for the below nominated directors and in favor of all proposals.
Shareholders who return Proxies marked as abstaining from voting on one or
more proposals are treated as being present at the meeting for purposes of
obtaining the quorum necessary to hold the meeting, but are not counted as
part of the vote necessary to approve the proposals. Where brokers holding
Fund shares for their customers in Street Name have not received instructions
and are not authorized to vote without instruction, those shares also will be
treated as abstentions.
1.ELECTION OF DIRECTORS
Mutual fund complexes, which consist of a number of funds sharing the same
investment adviser, administrator and/or principal underwriter, follow varying
practices in organizing the fund boards for corporate governance. Industry
practices range from having a single set of directors serving as the board for
every fund in the complex (and meeting for all funds simultaneously) to having
entirely distinct board membership and separate board meetings for each fund
in the complex. The American Funds Group, of which the Fund is a part,
generally follows a middle course between those two extremes -- several, but
not all, the funds share common board members who meet simultaneously as the
boards of those funds. These common fund boards are referred to herein as
"board clusters."
1
<PAGE>
Six equity and balanced funds in The American Funds Group, including the
Fund, propose to realign their board clusters through election of certain new
directors to each board. In some cases directors will resign from the board of
a fund (or not stand for re-election by shareholders) in order to become
affiliated with a different board cluster. The funds involved are: AMCAP Fund,
Inc. ("AMCAP" or "the Fund"), American Mutual Fund, Inc. ("AMF"), American
Balanced Fund, Inc. ("AMBAL"), Fundamental Investors, Inc. ("FI"), The Growth
Fund of America, Inc. ("GFA"), and The Income Fund of America, Inc. ("IFA").
Currently, the AMF board meets as a single fund board, AMCAP and FI form a
two-fund board cluster and AMBAL, GFA and IFA form a three-fund board cluster.
The proposed realignment would create three new two-fund clusters: AMCAP and
AMF; FI and GFA; and AMBAL and IFA.
Based on their experience with corporate governance in these six funds, the
funds' officers recommended the proposed realignment of the board clusters for
two principal reasons. First, the officers have found that, for these funds,
two-fund board clusters provide the most effective structure for board
oversight of investment results and operations at regular board meetings. This
is due, among other things, to the number of investment professionals involved
with each fund through the investment adviser's multiple portfolio counselor
system, in which several portfolio counselors individually manage a portion of
the fund's assets and the research analysts as a group also manage a portion.
The proposal would permit the AMF board to meet as part of a two-fund cluster
(with AMCAP) rather than as a single fund, and it would reduce the present
three-fund cluster (AMBAL, GFA and IFA) to a two-fund cluster (AMBAL and IFA).
Second, the investment professionals primarily responsible for the management
of each fund's assets generally belong to a particular investment unit of
Capital Research and Management Company ("CRMC" or "the Investment Adviser").
The funds' officers believe that board oversight will be enhanced if, wherever
practicable, there is substantial overlap of board membership across funds
served principally by a particular CRMC investment unit. The proposed board
clusters reflect this consideration.
Upon the recommendation of the Nominating Committee of the Board of
Directors of the Fund, the board voted unanimously to recommend that the
10 persons listed below be elected directors of the Fund at the meeting of
shareholders. If elected, each is to hold office until a successor is elected
and qualified. Because it is not anticipated that a meeting of shareholders
will be held each year, a director's term will be indefinite in length. Five
of the nominees for director -- Martin Fenton, Jr., Herbert Hoover III, Kirk
P. Pendleton, James W. Ratzlaff and R. Michael Shanahan -- currently serve as
directors of the Fund and were elected by the shareholders at a meeting of
shareholders held on June 15, 1993. Charles Wolf, Jr., a director of the Fund
since 1991, is not standing for re-election since he has reached retirement
age.
Four nominees -- H. Frederick Christie, Mary Ann Dolan, Mary Myers Kauppila
and Olin C. Robison -- currently serve as directors of AMF; they are being
proposed as directors of AMCAP in order that they can serve on both funds in
the new AMCAP/AMF cluster. Claudia P. Huntington, President and a portfolio
counselor of the Fund, is also a nominee.
Finally, five other current directors of AMCAP -- Walter P. Stern, Chairman
of the Board, Guilford C. Babcock, Charles H. Black, Gail L. Neale and Henry
E. Riggs -- are not standing for re-election to the board of the Fund. (All
except Walter P. Stern will continue to serve as directors of FI and will meet
as part of the FI and GFA cluster.)
2
<PAGE>
Each of the nominees has agreed to serve as director if elected. If due to
presently unforeseen circumstances, any nominee should not be available for
election, the persons named as proxies will vote the signed but unmarked
Proxies and those marked for the nominated directors for such other nominee as
the present directors may recommend. The table below sets forth certain
information regarding the nominees.
<TABLE>
<CAPTION>
SHARES
MEMBERSHIPS ON BENEFICIALLY
CURRENT PRINCIPAL YEAR THE BOARD(S) OF OTHER OWNED, DIRECTLY
NAME OF NOMINEE OCCUPATION AND FIRST REGISTERED INVESTMENT OR
(POSITION WITH FUND) PRINCIPAL EMPLOYMENT ELECTED A COMPANIES AND PUBLICLY INDIRECTLY, AT
AND AGE DURING PAST FIVE YEARS # DIRECTOR HELD COMPANIES JANUARY 6, 1998
------- ------------------------ -------- -------------- ---------------
<C> <S> <C> <C> <C>
H. Frederick Christie Private investor; former (Nominee) The American Funds Group: 1,465
(Director Nominee) President, The Mission American Mutual Fund
64 Group (non-utility Capital World Growth and Income Fund
holding company, Capital Income Builder
subsidiary of Southern The Fixed Income Funds (12 funds)
California Edison The New Economy Fund
Company) SMALLCAP World Fund
American Variable Insurance Series
Ducommun, Inc.
Ultramar Diamond Shamrock Corporation
Mary Anne Dolan Founder and President, (Nominee) The American Funds Group: 16,710
(Director Nominee) M.A.D., Inc. (a American Mutual Fund
50 communications company)
Martin Fenton, Jr. /1/ /2/ /3/ Chairman, Senior 1990 The American Funds Group: 3,848
(Director) Resources Group, Inc. American Mutual Fund
62 (management of senior The Fixed Income Funds (12 funds)
living centers) Fundamental Investors
American Variable Insurance Series
Herbert Hoover III /2/ /3/ Private investor 1967 The American Funds Group: 2,000
(Director) The Fixed Income Funds (12 funds)
70 Fundamental Investors
Claudia P. Huntington* Senior Vice President, (Nominee) None 21,040++
(President and Capital Research and
Director Nominee) Management Company
45
Mary Myers Kauppila Founder and President, (Nominee) The American Funds Group: 968
(Director Nominee) Energy Investment, Inc. American Mutual Fund
43 Capital Income Builder
Capital World Growth and Income Fund
American Variable Insurance Series
Kirk P. Pendleton /2/ /3/ President, Cairnwood, 1986 The American Funds Group: 1,200
(Director) Inc. EuroPacific Growth Fund
58 Fundamental Investors
New Perspective Fund
American Variable Insurance Series
James W. Ratzlaff* Senior Partner, The 1984 The American Funds Group: 4,635++
(Director) Capital Group Partners, American Balanced Fund
61 L.P.; former Vice American Mutual Fund
Chairman of the Board, Fundamental Investors
Capital Research and The Growth Fund of America
Management Company The Investment Company of America
The Income Fund of America
New Perspective Fund
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES
MEMBERSHIPS ON BENEFICIALLY
CURRENT PRINCIPAL YEAR THE BOARD(S) OF OTHER OWNED, DIRECTLY
NAME OF NOMINEE OCCUPATION AND FIRST REGISTERED INVESTMENT OR
(POSITION WITH FUND) PRINCIPAL EMPLOYMENT ELECTED A COMPANIES AND PUBLICLY INDIRECTLY, AT
AND AGE DURING PAST FIVE YEARS # DIRECTOR HELD COMPANIES JANUARY 6, 1998
------- ------------------------ -------- -------------- ---------------
<C> <S> <C> <C> <C>
Olin C. Robison President of the (Nominee) The American Funds Group: 1,471
(Director Nominee) Salzburg Seminar; American Mutual Fund
61 President Emeritus, The Investment Company of America
Middlebury College
R. Michael Shanahan* Chairman of the Board, 1986 The American Funds Group: 51,395++
(Director) Capital Research and Fundamental Investors
59 Management Company
</TABLE>
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The American Funds Group consists of 28 funds: AMCAP Fund, Inc., American
Balanced Fund, Inc., American High-Income Municipal Bond Fund, Inc., American
High-Income Trust, American Mutual Fund, Inc., The Bond Fund of America,
Inc., The Cash Management Trust of America, Capital Income Builder, Inc.,
Capital World Growth and Income Fund, Inc., Capital World Bond Fund, Inc.,
EuroPacific Growth Fund, Fundamental Investors, Inc., The Growth Fund of
America, Inc., The Income Fund of America, Inc., Intermediate Bond Fund of
America, The Investment Company of America, Limited Term Tax-Exempt Bond Fund
of America, The New Economy Fund, New Perspective Fund, Inc., SMALLCAP World
Fund, Inc., The Tax-Exempt Bond Fund of America, Inc., The Tax-Exempt Fund of
California, The Tax-Exempt Fund of Maryland, The Tax-Exempt Fund of Virginia,
The Tax-Exempt Money Fund of America, The U.S. Treasury Money Fund of
America, U.S. Government Securities Fund and Washington Mutual Investors
Fund, Inc., managed by CRMC. CRMC also manages American Variable Insurance
Series which serves as the underlying investment vehicle for certain variable
insurance contracts and Bond Portfolio for Endowments, Inc. and Endowment,
Inc. whose shares may be owned only by tax-exempt organizations.
* Is considered an "interested person" of the Fund within the meaning of the
Investment Company Act of 1940 (the "1940 Act"), on the basis of his or her
affiliation with the Investment Adviser.
++ Includes shares beneficially held under a master retirement plan.
# Corporate positions, in some instances, may have changed during this period.
/1/The Fund has an Audit Committee composed of the above-designated directors.
The function of the Committee includes such specific matters as recommending
the independent accountant to the Board of Directors, reviewing the audit
plan and results of the audits and considering other matters deemed
appropriate for consideration by the Board of Directors and/or the Committee.
/2/The Fund has a Nominating Committee which is composed of the above-designated
directors. The Committee's functions include selecting and recommending to
the Board of Directors nominees for election as directors of the Fund.
(Pursuant to rule 12b-1, the selection and nomination of directors who are
not "interested persons" of the Fund must be committee to the discretion of
the non-interested directors then in office.) While the Committee normally is
able to identify from its own resources an ample number of qualified
candidates, it will consider shareholder suggestions of persons to be
considered as nominees to fill future vacancies on the board. Such
suggestions must be sent in writing to the Nominating Committee of the Fund,
c/o the Fund's Secretary, and must be accompanied by complete biographical
and occupational data on the prospective nominee, along with a written
consent of the prospective nominee to consideration of his or her name by the
Committee. See also "Shareholder Proposals."
/3/The Fund has a Contracts Committee which is composed of all directors who are
not considered to be "interested persons" of the Fund within the meaning of
the 1940 Act. The Contracts Committee's function is to request, review and
consider the information deemed necessary to evaluate the terms of the
investment advisory and principal underwriting agreements and the Plan of
Distribution under rule 12b-1 that the Fund proposed to enter into, renew or
continue prior to voting thereon, and to make its recommendations to the full
Board of Directors on these matters.
4
<PAGE>
Each director is paid a fee of $9,000 per annum plus $800 for each Board of
Directors meeting attended and $400 for each meeting attended as a member of a
committee of the Board of Directors.
There were four Board of Directors, two Audit Committee, one Nominating
Committee, and one Contracts Committee meeting during the year ended February
28, 1997. All incumbent directors, except Herbert Hoover III, attended at
least 75% of all Board meetings and meetings of the committees of which they
were members. Mr. Hoover attended 67%.
The Fund pays no salaries or other compensation to its directors other than
directors' fees, which are paid to those directors who are unaffiliated with
the Investment Adviser as described below.
DIRECTOR COMPENSATION
<TABLE>
<CAPTION>
TOTAL COMPENSATION
(INCLUDING VOLUNTARILY
AGGREGATE COMPENSATION DEFERRED COMPENSATION/1/)
(INCLUDING VOLUNTARILY FROM ALL FUNDS MANAGED TOTAL NUMBER
DEFERRED COMPENSATION/1/) BY CAPITAL RESEARCH AND OF FUND BOARDS
FROM THE FUND MANAGEMENT COMPANY ON WHICH
DURING FISCAL DURING THE FISCAL DIRECTOR
DIRECTOR OR NOMINEE YEAR ENDED 2/28/97 YEAR ENDED 2/28/97 SERVES/2/
------------------- ------------------ ------------------ ---------
<S> <C> <C> <C>
H. Frederick Christie... none/3/ $157,250/4/ 18
Mary Anne Dolan......... none/3/ 26,500 1
Martin Fenton, Jr....... $14,200/5/ 128,750/4/ 16
Herbert Hoover III...... 11,000 64,050 14
Claudia P. Huntington... none/6/ none/6/ none
Mary Myers Kauppila..... none/3/ 79,950 4
Kirk P. Pendleton....... 13,000/5/ 62,494/4/ 5
James W. Ratzlaff....... none/6/ none/6/ 8
Olin C. Robison......... none/3/ 78,900 2
R. Michael Shanahan..... none/6/ none/6/ 2
</TABLE>
- ---------------------
/1/ Amounts may be deferred by eligible directors under a non-qualified deferred
compensation plan adopted by the Fund in 1993. Deferred amounts accumulate
at an earnings rate determined by the total return of one or more funds in
The American Funds Group as designated by the director.
/2/ Includes funds managed by CRMC and affiliates.
/3/ H. Frederick Christie, Mary Anne Dolan, Mary Myers Kauppila and Olin C.
Robison have been nominated as directors of the Fund and as such have not
received any remuneration from the Fund as of this time.
/4/ A portion of these individuals' total compensation is deferred.
/5/ Since the plan's adoption, the total amount of deferred compensation accrued
by the Fund (plus earnings thereon) for participating directors is as
follows: Martin Fenton, Jr. ($21,751) and Kirk P. Pendleton ($51,040).
Amounts deferred and accumulated earnings thereon are not funded and are
general unsecured liabilities of the Fund until paid to the director.
/6/ Claudia P. Huntington, James W. Ratzlaff and R. Michael Shanahan are
affiliated with the Fund's Investment Adviser and, accordingly, receive no
remuneration from the Fund.
5
<PAGE>
OTHER EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME OFFICER
(POSITION WITH FUND) CONTINUOUSLY
AND AGE PRINCIPAL OCCUPATION (1) SINCE (2)
------- ------------------------ ---------
<C> <C> <S> <C>
Timothy D. Armour 37 Capital Research Company, 1996
(Senior Vice President) Chairman of the Board
Capital Research and
Management Company,
Director
Paul G. Haaga, Jr. 49 Capital Research and 1994
(Senior Vice President) Management Company,
Director and Executive Vice
President
James B. Lovelace 41 Capital Research and 1996
(Senior Vice President) Management Company,
Senior Vice President
Julie F. Williams 49 Capital Research and 1984
(Secretary) Management Company,
Vice President -- Fund
Business Management Group
Mary C. Hall 40 Capital Research and 1986
(Treasurer) Management Company,
Senior Vice President -- Fund
Business Management Group
</TABLE>
- ---------------------
(1) The occupations shown reflect the principal employment of each individual
during the past five years. Corporate positions, in some instances, may
have changed during this period.
(2) Officers are elected to hold office until their respective successors are
elected, or until they resign or are removed.
NO OFFICER, DIRECTOR OR EMPLOYEE OF THE INVESTMENT ADVISER RECEIVES ANY
REMUNERATION FROM THE FUND. ALL DIRECTORS AND OFFICERS AS A GROUP OWNED
BENEFICIALLY FEWER THAN 1% OF THE SHARES OUTSTANDING ON JANUARY 6, 1998.
2.RATIFICATION OF THE SELECTION BY THE BOARD OF DIRECTORS OF DELOITTE & TOUCHE
LLP AS INDEPENDENT PUBLIC ACCOUNTANT
Shareholders are requested to ratify the selection by the Board of Directors
(including a majority of the directors who are not "interested persons" of the
Fund as that term is defined in the Investment Company Act of 1940 (the "1940
Act")) of the firm of Deloitte & Touche LLP as independent accountant for the
Fund for the fiscal year 1998. In addition to the normal audit services,
Deloitte & Touche LLP provides services in connection with the preparation and
review of federal and state tax returns for the Fund. Deloitte & Touche LLP
has served as the Fund's independent accountant since inception and has
advised the Fund that it has no material direct or indirect financial interest
in the Fund or its affiliates. The Fund's Audit Committee recommended that
Deloitte & Touche LLP be selected as the Fund's independent accountant for the
current fiscal year. The employment of the accountant is conditioned upon the
right of the Fund to terminate such employment forthwith without any penalty.
No representative of the firm of Deloitte & Touche LLP is expected to attend
the Meeting of Shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF ITS
SELECTION OF DELOITTE & TOUCHE LLP.
OTHER MATTERS
Neither the persons named in the enclosed Proxy nor the Board of Directors
are aware of any matters that will be presented for action at the meeting
other than the matters set forth herein. Should any other matters requiring a
vote of shareholders arise, the proxies in the accompanying form will confer
upon the person or persons entitled to vote the shares represented by such
Proxy a discretionary authority to vote the shares in respect to any such
other matters in accordance with their best judgment in the interest of the
Fund.
6
<PAGE>
SHAREHOLDER PROPOSALS
Any shareholder proposals for inclusion in proxy solicitation material for a
shareholders meeting should be submitted to the Secretary of the Fund, at the
Fund's principal executive offices, 333 South Hope Street, Los Angeles, CA
90071. Any such proposals must comply with the requirements of rule 14a-8
under the Securities Exchange Act of 1934.
Under the laws of Maryland, where the Fund is incorporated, and the Fund's
Articles of Incorporation and By-Laws, the Fund is not required to hold
regular meetings of shareholders. Under the 1940 Act, a vote of shareholders
is required from time to time for particular matters but not necessarily on an
annual basis. As a result, it is not anticipated that the Fund will hold
shareholders meetings on a regular basis, and any shareholder proposal
received may not be considered until such a meeting is held.
MISCELLANEOUS
Capital Research and Management Company is the investment adviser to the
Fund and is located at 333 South Hope Street, Los Angeles, CA 90071 and 135
South State College Boulevard, Brea, CA 92821. American Funds Distributors,
Inc. is the principal underwriter of the Fund's shares and is located at the
Los Angeles and Brea addresses above and also at 8000 IH-10 West, San Antonio,
TX 78230, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240, and
5300 Robin Hood Road, Norfolk, VA 23513.
The solicitation of the enclosed Proxy is made by and on behalf of the Board
of Directors of the Fund. The cost of soliciting proxies, consisting of
printing, handling and mailing of the Proxies and related materials, will be
paid by the Fund. In addition to solicitation by mail, certain officers and
directors of the Fund, who will receive no extra compensation for their
services, may solicit by telephone, telegram or personally.
A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT MAY BE OBTAINED WITHOUT
CHARGE, BY WRITING TO THE SECRETARY OF THE FUND AT 333 SOUTH HOPE STREET, 55TH
FLOOR, LOS ANGELES, CA 90071, OR BY TELEPHONING 800/421-0280. THESE REQUESTS
WILL BE HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.
By Order of the Board of
Directors,
Julie F. Williams
Secretary
January 15, 1998
7
<PAGE>
PROXY AMCAP FUND, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND FOR THE MEETING
OF SHAREHOLDERS TO BE HELD MARCH 9, 1998
The undersigned hereby appoints Paul G. Haaga, Jr., Mary C. Hall and Julie F.
Williams and each of them, his/her true and lawful agents and proxies with full
power of substitution to represent the undersigned at the Meeting of
Shareholders to be held at the offices of the fund, 333 S. Hope Street, 55th
Floor, Los Angeles, California, 90071 on Monday, March 9, 1998 at 10:00 a.m.,
on all matters coming before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER YOU DIRECTED.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEES IN ITEM 1
AND FOR ITEM 2.
Please sign exactly as your name(s) appear on this card. Joint owners should
each sign individually. Corporate proxies should be signed in full corporate
name by an authorized officer. Fiduciaries should give full titles.
- --DETACH ALONG PERFORATION AND RETURN IN THE ENVELOPE PROVIDED--
IMPORTANT
SHAREHOLDERS CAN HELP THE COMPANY AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS BY PROMPTLY RETURNING THE ENCLOSED PROXY.
- ---------------------------------------------------------------
IMPORTANT INSTRUCTIONS FOR COMPLETING YOUR PROXY VOTE
[AMERICAN FUNDS LOGO(R)]
- - Please fill in the ovals in red or black ink.
- - Sign and date your proxy.
- - Detach proxy and return promptly in the enclosed envelope,
which requires no postage if mailed in the United States.
ADDRESS CORRECTION
If address is not correct as shown, please make correction on this form.
DETACH FROM PROXY and return to American Funds Service Company in the enclosed
envelope.
- ------IMPORTANT - PLEASE DETACH ALONG PERFORATION------------
AMCAP Fund PROXY
1. Election of Directors: // To vote for all nominees // To withhold
your vote from all nominees
- H. Frederick Christie
- Mary Anne Dolan
- Martin Fenton, Jr.
- Herbert Hoover III
- Claudia P. Huntington
- Mary Myers Kauppila
- Kirk P. Pendleton
- James W. Ratzlaff
- Olin C. Robison
- R. Michael Shanahan
To WITHHOLD your vote for any individual nominee, write the nominee's name(s)
on the line below.
Account Number:
Shares owned as of January 6, 1998
- ------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of selection of
Deloitte & Touche LLP as independent
accountant: // // //
In their discretion, upon other
matters as may properly come
before the meeting.
SHAREHOLDER(S) PLEASE SIGN HERE
X _______________________ X ________________________
Signed Signed ________
Date
