<PAGE>
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 INVESTMENT COMPANY OF AMERICA
-------------------------------------------------------------------------------
(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] $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:
---------------------------------------------------------------------------
(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:
---------------------------------------------------------------------------
Notes:
<PAGE>
THE INVESTMENT COMPANY OF AMERICA
________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 25, 1995
________
TO THE SHAREHOLDERS OF
THE INVESTMENT COMPANY OF AMERICA:
The Annual Meeting of Shareholders of The Investment Company of America (the
"Company") will be held at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware, on Tuesday, April 25, 1995 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 Price
Waterhouse LLP as the independent accountant for the Company for the year
ending December 31, 1995; and
(3) such other matters as may properly come before the meeting.
The Board of Directors has fixed February 17, 1995, 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 ANNUAL MEETING UNLESS THE
HOLDERS OF A MAJORITY OF THE SHARES OF THE COMPANY 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,
VINCENT P. CORTI
Secretary
March 13, 1995
IMPORTANT
SHAREHOLDERS CAN HELP THE COMPANY 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.
THE INVESTMENT COMPANY OF AMERICA
333 SOUTH HOPE STREET, LOS ANGELES, CALIFORNIA 90071
________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS APRIL 25, 1995
________
The enclosed Proxy is solicited by the Board of Directors of the Company in
connection with the Annual Meeting of Shareholders to be held on Tuesday, April
25, 1995. 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. Anyone giving a Proxy may revoke it prior to its exercise,
either by filing with the Company a written notice of revocation, by delivering
a duly executed proxy bearing a later date, or by attending the meeting and
voting in person.
At the close of business on February 17, 1995, 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 1,089,427,760 Common shares
of capital stock, $1 par value per share, the only authorized class of voting
securities of the Company (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 Company to own beneficially 5% or more of the outstanding Shares
of the Company.
This Proxy Statement was first mailed to shareholders on or about March 13,
1995. The Company's Annual Report for the year ended December 31, 1994,
including financial statements, has been mailed to shareholders. The Annual
Report is not to be regarded as proxy solicitation material or as part of this
Proxy Statement.
With respect to the election of directors (Item 1), the ten 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 in person or by proxy, provided the holders of more than 50% of
all outstanding voting Shares are present or represented by proxy, or (b) more
than 50% of all outstanding voting 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 proposal(s).
1. ELECTION OF DIRECTORS
Ten directors are to be elected at the meeting, each to hold office until the
next annual meeting and until a successor is elected and qualified. All of the
nominees for director were elected by shareholders at their last Annual Meeting
on April 28, 1994. 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>
NAME OF NOMINEE CURRENT PRINCIPAL YEAR MEMBERSHIPS ON SHARES
(POSITION WITH COMPANY OCCUMPATION AND FIRST BOARDS OF OTHER BENEFICIALLY
AND AGE) PRINCIPAL EMPLOYMENT ELECTED REGISTERED INVESTMENT OWNED, DIRECTLY
DURING PAST FIVE YEARS# A COMPANIES AND PUBLICLY OR INDIRECTLY, AT
DIRECTOR HELD COMPANIES FEBRUARY 17, 1995
<S> <C> <C> <C> <C>
CHARLES H. BLACK /1/ /3/ Private investor and 1981 AMCAP Fund 44,006
(Director) consultant; former American Variable
68 Executive Vice Insurance Series
President Fundamental Investors
and Director, JMC Group, Inc.
KaiserSteel Corporation Pacific Stock Exchanges
(Public Governor)
Wilshire Technologies,
Inc.
JOHN F. BOOKOUT /1/ /2/ /3/ Former Supervisory 1989 McDermott International, 58,591
(Director) Director, Royal Dutch Inc.
72 Petroleum Company;
former Director,
President and
Chief Executive
Officer,
Shell Oil Company
ANN S. BOWERS /1/ /3/ President, The Noyce 1991 Network Peripherals, Inc. 6,855
(Director) Foundation
57
MALCOLM R. CURRIE /1/ /3/ Chairman Emeritus, 1992 LSI Logic Corporation 13,427
(Director) Hughes Aircraft Unocal Corporation
68 Company; U.S. Electricar
Chairman of the Board
of
Trustees, University of
Southern California
JON B. LOVELACE, JR.* Capital Research and 1959 American Mutual Fund 57,765+
(Chairman of the Board) Management Company, Capital Income Builder
68 Vice New Perspective Fund
Chairman of the Board
and Chairman of the
Executive Committee
JOHN G. MCDONALD /1/ /2/ /3/ The IBJ Professor of 1976 American Balanced Fund 6,385
(Director) Finance, Graduate Emerging Markets Growth
57 School Fund
of Business, Stanford EuroPacific Growth Fund
University The Growth Fund of
America
The Income Fund of
America
New Perspective Fund
Scholastic Corporation
Varian Associates, Inc.
Trinet Corp.
BAILEY U. MORRIS /1/ /3/ Editor, International 1993 605
(Director) Economic Insights;
50 Senior Fellow,
Institute
for International
Economics; Consultant,
The Independent of
London
WILLIAM C. NEWTON* Senior Partner, The 1985 32,194+
(President and Capital Group Partners,
Director) L.P.; former Vice
64 Chairman of the Board,
Capital Research and
Management Company
JAMES W. RATZLAFF* Vice Chairman of the 1991 AMCAP Fund 4,547+
(Executive Vice Board, Capital Research American Balanced Fund
President and Director) and Management Company American Mutual Fund
58 Fundamental Investors
The Growth Fund of
America
The Income Fund of
America
New Perspective Fund
OLIN C. ROBISON /1/ /2/ /3/ President of the 1987 American Mutual Fund 1,508
(Director) Salzburg Seminar;
58 President Emeritus,
Middlebury College
</TABLE>
___________
# Corporate positions, in some instances, may have changed during this period.
* Is considered an "interested person" of the Company within the meaning of the
Investment Company Act of 1940 (the "1940 Act"), on the basis of his
affiliation with Capital Research and Management Company (the "Investment
Adviser").
+ Includes shares beneficially held under a master retirement plan.
/1/ The Company 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 Company 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 Company. (Pursuant to rule 12b-1, the selection and nomination of directors
who are not "interested persons" of the Company must be committed 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 Company, c/o the
Company'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.
Suggestions must be received by the Company's Secretary before the end of the
Company's fiscal year to be eligible for consideration for nomination at or
before the next annual meeting of shareholders.
/3/ The Company has a Contracts Committee which is composed of all directors
who are not considered to be "interested persons" of the Company 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 Company proposes to enter into, renew or
continue prior to voting thereon, and to make its recommendations to the full
Board of Directors on these matters.
There were seven Board of Directors, two Audit Committee, two Nominating
Committee and one Contracts Committee meetings during the year ended December
31, 1994. All incumbent directors attended at least 90% of all Board meetings
and meetings of the committees of which they were members.
The Company has an Advisory Board currently composed of seven persons, all of
whom were appointed by the Board of Directors. These individuals are, in the
judgment of the Board of Directors, knowledgeable about political and economic
matters. In addition to holding meetings from time to time with the Board of
Directors, members of the Advisory Board, while not participating in specific
investment decisions, may consult from time to time with the Investment
Adviser. Members of the Advisory Board, however, possess no authority or
responsibility with respect to the Company's investments or management.
The Company 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. Each unaffiliated director is paid a fee of $32,000 per
annum, plus $2,000 for each Board of Directors meeting attended, plus $600 for
each meeting attended as a member of a Committee.
DIRECTOR COMPENSATION:
(FOR FISCAL YEAR ENDED DECEMBER 31, 1994)
<TABLE>
<CAPTION>
DIRECTOR OR NOMINEE AGGREGATE TOTAL TOTAL
COMPENSATION COMPENSATION NUMBER
(INCLUDING FROM ALL FUNDS OF FUND
VOLUNTARILY MANAGED BY BOARDS
DEFERRED CAPITAL ON WHICH
COMPENSATION/1/) RESEARCH AND DIRECTOR
FROM COMPANY MANAGEMENT SERVES
DURING COMPANY
FISCAL YEAR ENDED
12/31/94
<S> <C> <C> <C>
Charles H. Black $54,200 $102,300 4
John F. Bookout 49,600 49,600 1
Ann S. Bowers 51,600 51,600 1
Malcolm R. Currie 47,800 47,800 1
Jon B. Lovelace, Jr. none/2/ none/2/ 4
John G. McDonald 55,400/3/ 124,600 6
Bailey U. Morris 47,800 47,800 1
William C. Newton none/2/ none/2/ 1
James W. Ratzlaff none/2/ none/2/ 8
Olin C. Robison 49,000 72,400 2
</TABLE>
___________
/1/ Amounts may be deferred by eligible directors under a non-qualified
deferred compensation plan adopted by the Company 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/ Jon B. Lovelace, Jr., William C. Newton and James W. Ratzlaff are
affiliated with the Company's Investment Adviser and, accordingly, receive no
remuneration from the Company.
/3/ Since the plan's adoption, the total amount of deferred compensation
accrued by the Company (plus earnings thereon) for John G. McDonald was $57,184
at December 31, 1994. Amounts deferred and accumulated earnings thereon are not
funded and are general unsecured liabilities of the Company until paid to the
director.
OTHER EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION (1) OFFICER
(POSITION WITH COMPANY) CONTINUOUSLY
AND AGE SINCE (2)
<S> <C> <C>
WILLIAM R. GRIMSLEY Capital Research and Management Company, 1987
(Senior Vice President) Senior Vice President
56
R. MICHAEL SHANAHAN Capital Research and Management Company, 1994
(Senior Vice President) Chairman of the Board and Principal
56 Executive Officer
GREGG E. IRELAND Capital Research and Management Company, 1994
(Vice President) Vice President
45
ANNE M. LLEWELLYN Capital Research and Management Company, 1984
(Vice President) Associate
47
JAMES B. LOVELACE Capital Research and Management Company, 1994
(Vice President) Vice President
38
DONALD D. O'NEAL Capital Research and Management Company, 1994
(Vice President) Vice President
34
VINCENT P. CORTI Capital Research and Management Company, 1994
(Secretary) Vice President, Fund Business Management
38 Group
STEVEN N. KEARSLEY Capital Research and Management Company, 1975
(Treasurer) Vice President and Treasurer
53
</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 Company. All directors and officers as a group owned
beneficially fewer than 1% of the Shares outstanding on February 17, 1995.
2. RATIFICATION OF THE SELECTION BY THE BOARD OF DIRECTORS OF PRICE WATERHOUSE
LLP AS INDEPENDENT PUBLIC ACCOUNTANT FOR THE YEAR 1995
Shareholders are requested to ratify the selection by the Board of Directors
(including a majority of Directors who are not "interested persons" of the
Company as that term is defined in the 1940 Act) of the firm of Price
Waterhouse LLP as independent public accountant for the Company for the year
1995. In addition to the normal audit services, Price Waterhouse LLP provided
services in connection with the preparation and review of federal and state tax
returns for the Company. Price Waterhouse LLP has served as the Company's
independent public accountant since inception, and has advised the Company that
it has no material direct or indirect financial interest in the Company or its
affiliates. No representative of the firm of Price Waterhouse LLP is expected
to attend the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THEIR
SELECTION OF PRICE WATERHOUSE 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 matters set forth herein. Should any other matters properly requiring a
vote of shareholders arise, the proxy in the accompanying form will confer upon
the person or persons entitled to vote the Shares represented by such proxy
discretionary authority to vote the Shares in respect of any such matters in
accordance with their best judgment in the interest of the Company and its
shareholders.
SHAREHOLDER PROPOSALS
Notice is hereby given that any shareholder proposals for inclusion in proxy
solicitation material for the next annual meeting, must be received by the
Company at its principal executive offices, 333 South Hope Street, Los Angeles,
CA 90071, by December 1, 1995. Any such proposals must comply with requirements
of Rule 14a-8 promulgated under the Securities Exchange Act of 1934.
GENERAL INFORMATION
Capital Research and Management Company is the investment adviser to the
Company and is located at 333 South Hope Street, Los Angeles, CA 90071 and 135
South State College Boulevard, Brea, CA 92621. American Funds Distributors,
Inc. is the principal underwriter of the Company's shares and is located at the
Los Angeles and Brea addresses above and also at 8000 IH-10 West, San Antonio,
TX 78230, 83332 Woodfield Crossing Boulevard, Indianapolis, IN 46240, and 5300
Robin Hood Road, Norfolk, VA 23513.
The solicitation of the enclosed Proxies will be borne by the Company. If
necessary to ensure satisfactory representation at the meeting, the officers of
the Company may solicit Proxies to a limited extent by telephone or telecopier.
Any such additional solicitation would be undertaken without cost to the
Company, except actual out-of-pocket communication charges which are estimated
not to exceed $1,000. ALL SHAREHOLDERS ARE URGED TO MARK, DATE, SIGN, AND
RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT MAY BE OBTAINED, WITHOUT
CHARGE, BY WRITING TO THE SECRETARY OF THE COMPANY AT 333 SOUTH HOPE STREET,
52ND FLOOR, LOS ANGELES, CA 90071, OR BY TELEPHONING 800/421-0180. THESE
REQUESTS WILL BE HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT.
By Order of the Board of Directors,
Vincent P. Corti
Secretary
March 13, 1995
This Notice of Annual Meeting and Proxy
Statement has been printed on recycled
paper that meets the guidelines of the
United States Environmental Protection Agency.
<PAGE>
PROXY CARD
PROXY THE INVESTMENT COMPANY OF AMERICA
PROXY SOLICITED ON BEHALF The undersigned hereby appoints Vincent
OF THE BOARD OF DIRECTORS P. Corti, William C. Newton, M.J. Barbera
OF THE COMPANY FOR THE MEETING and C.D. Dunlop, and each of them, his/her
OF SHAREHOLDERS TO BE HELD true and lawful agents and proxies with
APRIL 25, 1995 full power of substitution to represent
the undersigned at the Annual Meeting
of Shareholders to be held at the
Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware, On Tuesday,
April 25, 1995 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, WITH RESPECT TO ANY
PARTICULAR ITEM, 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. |
------------------------------------------------------------------------------
<PAGE>
IMPORTANT INSTRUCTIONS FOR COMPLETING YOUR PROXY VOTE [LOGO]
------------------------------------------------------------------------------
- Please fill in the ovals // in red or black ink. Account Number:
- 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
THE INVESTMENT COMPANY OF AMERICA PROXY
1. Election of Directors // To vote for all nominess
// To withhold your vote from all nominees
- Charles H. Black - John F. Bookout - Ann S. Bowers
- Malcolm R. Currie - Jon B. Lovelace, Jr. - John G. McDonald
- Bailey U. Morris - William C. Newton - James W. Ratzlaff
- Olin C. Robison
To withhold your vote for any individual Account Number:
nominee write the nominee's name(s) on Shares owned as of February 17, 1995
the line below.
--------------------------------------- For Against Abstain
2. Ratification of selection of Price
Waterhouse 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)
