<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
INVESMENT 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):
[ ] $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 23, 1996
________
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 23, 1996 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, 1996; and
(3) such other matters as may properly come before the meeting.
The Board of Directors has fixed February 26, 1996, 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 12, 1996
<TABLE>
<CAPTION>
<S> <C> <C>
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.
</TABLE>
THE INVESTMENT COMPANY OF AMERICA
333 South Hope Street, Los Angeles, California 90071
________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS $ APRIL 23, 1996
________
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 23, 1996. 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 26, 1996, 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 1,195,907,213 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
12, 1996. The Company's Annual Report for the year ended December 31, 1995,
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). Where brokers holding Company 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 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 except
Richard G. Newman were elected by shareholders at their last Annual Meeting on
April 25, 1995. John F. Bookout, a director since 1989, is not standing for
reelection since he has reached retirement age. 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>
<S> <C> <C> <C> <C>
NAME OF NOMINEE CURRENT YEAR MEMBERSHIPS ON SHARES
(POSITION WITH COMPANY) PRINCIPAL FIRST BOARDS OF OTHER BENEFICIALLY
AND AGE OCCUPATION ELECTED A REGISTERED INVESTMENT OWNED, DIRECTLY
AND DIRECTOR COMPANIES AND PUBLICLY OR INDIRECTLY, AT
PRINCIPAL HELD COMPANIES MARCH 1, 1996
EMPLOYMENT
DURING PAST
FIVE YEARS #
Mr. Charles H. Black PRIVATE 1981 THE AMERICAN FUNDS GROUP 45,325
(DIRECTOR) INVESTOR AND (DIRECTOR/TRUSTEE OF 3 OTHER
69 CONSULTANT; FUNDS)
FORMER JMC GROUP, INC.
EXECUTIVE PACIFIC STOCK EXCHANGE
VICE (PUBLIC GOVERNOR)
PRESIDENT WILSHIRE TECHNOLOGIES, INC.
AND DIRECTOR,
KAISERSTEEL
CORPORATION
MS. ANN S. BOWERS PRESIDENT, 1991 NETWORK PERIPHERALS, INC. 7,322
(DIRECTOR) THE NOYCE
58 FOUNDATION
DR. MALCOLM R. CURRIE CHAIRMAN 1992 LSI LOGIC CORPORATION 15,255
(DIRECTOR) EMERITUS, UNOCAL CORPORATION
69 HUGHES U.S. ELECTRICAR
AIRCRAFT
COMPANY;
CHAIRMAN OF
THE BOARD OF
TRUSTEES,
UNIVERSITY OF
SOUTHERN
CALIFORNIA
MR. JON B. LOVELACE, JR.* CAPITAL 1959 THE AMERICAN FUNDS GROUP 61,700+
(CHAIRMAN OF THE BOARD) RESEARCH (DIRECTOR OF 3 OTHER FUNDS)
69 AND
MANAGEMENT
COMPANY,
VICE
CHAIRMAN OF
THE BOARD
AND
CHAIRMAN OF
THE
EXECUTIVE
COMMITTEE
PROF. JOHN G. MCDONALD THE IBJ 1976 THE AMERICAN FUNDS GROUP 6,819
PROFESSOR OF (DIRECTOR/TRUSTEE OF 5 OTHER
(DIRECTOR) FINANCE, FUNDS)
58 GRADUATE EMERGING MARKETS GROWTH
SCHOOL OF FUND
BUSINESS, SCHOLASTIC CORPORATION
STANFORD VARIAN ASSOCIATES, INC.
UNIVERSITY TRINET CORP.
MS. BAILEY MORRIS-ECK SPECIAL 1993 646
(DIRECTOR) ADVISOR,
51 INTERAMERIC
AN AFFAIRS,
WHITE
HOUSE/U.S.
DEPARTMENT
OF STATE;
SENIOR
FELLOW,
INSTITUTE FOR
INTERNATIONAL
ECONOMICS
MR. RICHARD G. NEWMAN CHAIRMAN OF (NOMINEE) THE AMERICAN FUNDS GROUP 1,106
(DIRECTOR NOMINEE) THE BOARD, (DIRECTOR/TRUSTEE OF 12 OTHER
61 PRESIDENT FUNDS) SOUTHWEST WATER
AND COMPANY
CEO,
AECOM
TECHNOLOGY
CORPORATION
(ARCHITECTURAL
ENGINEERING)
MR. WILLIAM C. NEWTON* SENIOR 1985 34,952+
(PRESIDENT AND DIRECTOR) PARTNER, THE
65 CAPITAL
GROUP
PARTNERS,
L.P.; FORMER
VICE
CHAIRMAN OF
THE BOARD,
CAPITAL
RESEARCH
AND
MANAGEMENT
COMPANY
MR. JAMES W. RATZLAFF* SENIOR 1991 THE AMERICAN FUNDS GROUP 4,857+
(EXECUTIVE VICE PARTNER, THE (DIRECTOR OF 7 OTHER FUNDS)
PRESIDENT CAPITAL
AND DIRECTOR) GROUP
59 PARTNERS,
L.P., FORMER
VICE
CHAIRMAN OF
THE BOARD,
CAPITAL
RESEARCH
AND
MANAGEMENT
COMPANY
DR. OLIN C. ROBISON PRESIDENT OF 1987 THE AMERICAN FUNDS GROUP 1,610
(DIRECTOR) THE SALZBURG (DIRECTOR OF 1 OTHER FUND)
59 SEMINAR;
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.
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.
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.
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.
THE AMERICAN FUNDS GROUP CONSISTS OF 28 FUNDS: AMCAP FUND, 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 CAPITAL RESEARCH AND
MANAGEMENT COMPANY. CAPITAL RESEARCH AND MANAGEMENT COMPANY 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 ENDOWMENTS, INC. WHOSE SHARES MAY BE OWNED ONLY BY
TAX-EXEMPT ORGANIZATIONS.
There were seven Board of Directors, two Audit Committee, two Nominating
Committee and one Contracts Committee meetings during the year ended December
31, 1995. All incumbent directors attended at least 88% of all Board
meetings and meetings of the committees of which they were members.
The Company has an Advisory Board currently composed of six 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 as described
below.
DIRECTOR COMPENSATION
<TABLE>
<CAPTION>
<S> <C> <C> <C>
DIRECTOR OR NOMINEE AGGREGATE COMPENSATION TOTAL COMPENSATION TOTAL NUMBER
(INCLUDING VOLUNTARILY FROM ALL FUNDS OF FUND BOARDS
DEFERRED COMPENSATION) MANAGED BY ON WHICH
FROM COMPANY DURING CAPITAL RESEARCH AND DIRECTOR
FISCAL YEAR ENDED 12/31/95 MANAGEMENT COMPANY SERVES
Mr. Charles H. Black $56,050 $102,300 4
Ms. Ann S. Bowers 52,200 52,200 1
Dr. Malcolm R. Currie 48,200 48,200 1
Mr. Jon B. Lovelace, Jr. none none 4
Prof. John G. McDonald 57,165 136,300 6
Ms. Bailey Morris-Eck 48,800 48,800 1
Mr. Richard G. Newman none 39,000 12
Mr. William C. Newton none none 1
Mr. James W. Ratzlaff none none 8
Dr. Olin C. Robison 49,500 72,800 2
</TABLE>
___________
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.
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.
SINCE THE PLAN'S ADOPTION, THE TOTAL AMOUNT OF DEFERRED COMPENSATION
ACCRUED BY THE COMPANY (PLUS EARNINGS THEREON) FOR JOHN G. MCDONALD
WAS $120,289 AT DECEMBER 31, 1995. AMOUNTS DEFERRED AND ACCUMULATED EARNINGS
THEREON ARE NOT FUNDED AND ARE GENERAL UNSECURED LIABILITIES OF THE
COMPANY UNTIL PAID TO THE DIRECTOR.
RICHARD G. NEWMAN HAS BEEN NOMINATED AS A DIRECTOR OF THE COMPANY AND AS
SUCH HAS NOT RECEIVED ANY REMUNERATION FROM THE COMPANY
AS OF THIS TIME.
OTHER EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
<S> <C> <C>
NAME PRINCIPAL OCCUPATION (1) OFFICER
(POSITION WITH COMPANY) CONTINUOUSLY
AND AGE SINCE (2)
Mr. William R. Grimsley Capital Research and Management Company, 1987
(Senior Vice President) Senior Vice President and Director
57
Mr. R. Michael Shanahan Capital Research and Management Company, 1994
(Senior Vice President) Chairman of the Board and Principal
57 Executive Officer
Mr. Gregg E. Ireland Capital Research and Management Company, 1994
(Vice President) Vice President
46
Ms. Anne M. Llewellyn Capital Research and Management Company, 1984
(Vice President) Associate
48
Mr. James B. Lovelace Capital Research and Management Company, 1994
(Vice President) Vice President
39
Mr. Donald D. O'Neal Capital Research and Management Company, 1994
(Vice President) Vice President
35
Ms. Patricia L. Vaughn Capital Research Company, 1995
(Vice President) Vice President
39
Mr. Vincent P. Corti Capital Research and Management Company, 1994
(Secretary) Vice President, Fund Business Management
39 Group
Mr. Steven N. Kearsley Capital Research and Management Company, 1975
(Treasurer) Vice President and Treasurer
54
</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 26, 1996.
2. Ratification of the Selection by the Board of Directors of Price Waterhouse
LLP as Independent Public Accountant for the Year 1996 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 1996. In addition
to the normal audit services, Price Waterhouse LLP provides 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 the Company's inception. Price Waterhouse
LLP has advised the Company that it has no material direct or indirect
financial interest in the Company or its affiliates. The Company's Audit
Committee recommended that Price Waterhouse LLP be selected as the Company's
independent accountant for the current fiscal year. The employment of the
accountant is conditioned upon the right of the Company to
terminate such employment forthwith without any penalty. 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, 1996. 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,
55TH 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 12, 1996
<TABLE>
<CAPTION>
<S> <C>
M 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.
</TABLE>
PROXY THE INVESTMENT COMPANY OF AMERICA
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 23, 1996
The undersigned hereby appoints Vincent P. Corti, William C. Newton, M.J.
Barbera and C.D. Dunlop, and each of them, his/her true and lawful agents and
proxies with 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 23, 1996 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.
- ---------------------------------------------------------------
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------------
THE INVESTMENT COMPANY OF AMERICA PROXY
1. Election of Directors: // To vote for all nominees // To withhold
your vote from all nominees
- Charles H. Black
- Bailey Morris-Eck
- Ann S. Bowers
- Richard G. Newman
- Malcolm R. Currie
- William C. Newton
- Jon B. Lovelace, Jr.
- James W. Ratzlaff
- John G. McDonald
- Olin C. Robison
To WITHHOLD your vote for any individual nominee, write the nominee's name(s)
on the line below.
Account Number:
Shares owned as of February 26, 1996
- ------------------------------------------------
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)
