<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 29, 1997
----------------
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 29, 1997 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 eleven Directors;
(2) ratification of the selection of Price Waterhouse LLP as the independent
accountant for the Company for the year ending December 31, 1997; and
(3) such other matters as may properly come before the meeting.
The Board of Directors has fixed March 3, 1997, 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 17, 1997
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.
<PAGE>
THE INVESTMENT COMPANY OF AMERICA
333 SOUTH HOPE STREET, LOS ANGELES, CALIFORNIA 90071
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS -- APRIL 29, 1997
------------------
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
29, 1997. 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 March 3, 1997, 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 1,272,832,521 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 17,
1997. The Company's Annual Report for the year ended December 31, 1996,
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 eleven 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
so-called "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
Eleven 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 William J. Spencer were elected by shareholders
at their last Annual Meeting on April 23, 1996. Dr. Spencer was
1
<PAGE>
elected by directors on January 15, 1997. 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>
MEMBERSHIPS ON
CURRENT PRINCIPAL YEAR BOARDS OF OTHER
NAME OF NOMINEE OCCUPATION AND FIRST REGISTERED INVESTMENT
(POSITION WITH COMPANY) PRINCIPAL EMPLOYMENT ELECTED A COMPANIES AND PUBLICLY
AND AGE DURING PAST FIVE YEARS # DIRECTOR HELD COMPANIES
- ------------------------------- ------------------------------------- ---------- -----------------------------------
<S> <C> <C> <C>
Mr. Charles H. Black 1 3 Private investor and consultant; 1981 The American Funds Group
(Director) former Executive Vice President and (Director/Trustee of 3 other funds)
70 Director, KaiserSteel Corporation JMC Group, Inc.
Pacific Stock Exchange
(Public Governor)
Wilshire Technologies, Inc.
Ms. Ann S. Bowers 2 3 Senior Trustee, The Noyce Foundation; 1991 Network Peripherals, Inc.
(Director) Trustee, Cornell University
59
Dr. Malcolm R. Currie 3 Chairman Emeritus, Hughes Aircraft 1992 LSI Logic Corporation
(Director) Company; Chairman of the Board of Unocal Corporation
70 Trustees, University of Southern U.S. Electricar
California
Mr. Jon B. Lovelace, Jr.* Vice Chairman of the Board, Capital 1959 The American Funds Group
(Chairman of the Board) Research and Management Company (Director of 3 other funds)
70
Prof. John G. McDonald 1 2 3 The IBJ Professor of Finance, 1976 The American Funds Group
(Director) Graduate School of Business, (Director/Trustee of 5 other funds)
59 Stanford University Emerging Markets Growth Fund
Scholastic Corporation
Varian Associates, Inc.
Trinet Corp.
Ms. Bailey Morris-Eck 1 3 Senior Advisor, InterAmerican 1993
(Director) Affairs, White House/U.S. Department
52 of State; Senior Fellow, Institute
for International Economics;
Consultant, THE INDEPENDENT OF
LONDON
Mr. Richard G. Newman 1 3 Chairman of the Board, President and 1996 The American Funds Group
(Director) CEO, AECOM Technology Corporation (Director/Trustee of 12 other
62 (architectural engineering) funds) Southwest Water Company
Mr. William C. Newton* Senior Partner, The Capital Group 1985
(President and Director) Partners, L.P.; former Vice Chairman
66 of the Board, Capital Research and
Management Company
Mr. James W. Ratzlaff* Senior Partner, The Capital Group 1991 The American Funds Group
(Executive Vice President Partners, L.P., former Vice Chairman (Director of 7 other funds)
and Director) of the Board, Capital Research and
60 Management Company
<CAPTION>
SHARES
BENEFICIALLY
NAME OF NOMINEE OWNED, DIRECTLY
(POSITION WITH COMPANY) OR INDIRECTLY, AT
AND AGE MARCH 3, 1997
- ------------------------------- -----------------
<S> <C>
Mr. Charles H. Black 1 3 36,170
(Director)
70
Ms. Ann S. Bowers 2 3 14,299
(Director)
59
Dr. Malcolm R. Currie 3 16,238
(Director)
70
Mr. Jon B. Lovelace, Jr.* 62,375+
(Chairman of the Board)
70
Prof. John G. McDonald 1 2 3 7,426
(Director)
59
Ms. Bailey Morris-Eck 1 3 688
(Director)
52
Mr. Richard G. Newman 1 3 7,986
(Director)
62
Mr. William C. Newton* 39,351+
(President and Director)
66
Mr. James W. Ratzlaff* 5,170+
(Executive Vice President
and Director)
60
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
MEMBERSHIPS ON
CURRENT PRINCIPAL YEAR BOARDS OF OTHER
NAME OF NOMINEE OCCUPATION AND FIRST REGISTERED INVESTMENT
(POSITION WITH COMPANY) PRINCIPAL EMPLOYMENT ELECTED A COMPANIES AND PUBLICLY
AND AGE DURING PAST FIVE YEARS # DIRECTOR HELD COMPANIES
- ------------------------------- ------------------------------------- ---------- -----------------------------------
Dr. Olin C. Robison 1 2 3 President of the Salzburg Seminar; 1987 The American Funds Group
(Director) President Emeritus, Middlebury (Director of 1 other fund)
60 College
<S> <C> <C> <C>
Dr. William J. Spencer 3 Chairman and Chief Executive Officer, 1997 Adobe Systems, Inc.
(Director) SEMATECH (research and development (elected
66 consortium); Trustee, William Jewell 1/15/97)
College; Trustee, Associated
Universities, Inc.
<CAPTION>
SHARES
BENEFICIALLY
NAME OF NOMINEE OWNED, DIRECTLY
(POSITION WITH COMPANY) OR INDIRECTLY, AT
AND AGE MARCH 3, 1997
- ------------------------------- -----------------
Dr. Olin C. Robison 1 2 3 1,349
(Director)
60
<S> <C>
Dr. William J. Spencer 3 0
(Director)
66
</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
affiliation with Capital Research and Management Company (the "Investment
Adviser"). The Investment Adviser is a wholly owned subsidiary of The
Capital Group Companies, Inc.
+ 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 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.
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. each managed by Capital Research and Management Company. Capital
Research and Management Company also manages American Variable Insurance
Series and Anchor Pathway Fund which serve as the underlying investment
vehicles for certain variable insurance contracts and Bond Portfolio for
Endowments, Inc. and Endowments, Inc. whose shares may be owned only by
tax-exempt organizations.
3
<PAGE>
There were seven Board of Directors, two Audit Committee, four Nominating
Committee and one Contracts Committee meetings during the year ended December
31, 1996. All incumbent directors attended at least 82% 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 as described below.
DIRECTOR COMPENSATION
<TABLE>
<CAPTION>
TOTAL COMPENSATION
(INCLUDING VOLUNTARILY
AGGREGATE COMPENSATION DEFERRED COMPENSATION1) TOTAL NUMBER
(INCLUDING VOLUNTARILY FROM ALL FUNDS OF FUND BOARDS
DEFERRED COMPENSATION1) MANAGED BY ON WHICH
FROM THE COMPANY DURING CAPITAL RESEARCH AND DIRECTOR
DIRECTOR OR NOMINEE FISCAL YEAR ENDED 12/31/96 MANAGEMENT COMPANY SERVES3
- ------------------------------------- ---------------------------- --------------------------- ---------------------
<S> <C> <C> <C>
Mr. Charles H. Black................. $ 60,400 $ 115,400 4
Ms. Ann S. Bowers.................... 55,800 55,800 1
Dr. Malcolm R. Currie................ 48,600(deferred)4 48,600(deferred) 1
Mr. Jon B. Lovelace, Jr.............. none5 none5 4
Prof. John G. McDonald............... 62,200(deferred)4 153,800(deferred) 7
Ms. Bailey Morris-Eck................ 49,800 49,800 1
Mr. Richard G. Newman................ 29,200(deferred)4 6 72,500(deferred) 13
Mr. William C. Newton................ none5 none5 1
Mr. James W. Ratzlaff................ none5 none5 8
Dr. Olin C. Robison.................. 52,200 77,500 2
Dr. William J. Spencer............... none7 none 1
</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 Capital Research and Management Company manages The American Funds Group
consisting of 28 funds. It also manages American Variable Insurance Series,
Anchor Pathway Fund, Bond Portfoilio for Endowment, Inc. and Endowments,
Inc. (Please see page 3 for a complete listing).
3 Includes funds managed by Capital Research and Management Company and
affiliates.
4 Amounts deferred and accumulated earnings thereon are not funded and are
general unsecured liabilities of the Company until paid to the director.
Since the plan's adoption, the total amount of deferred compensation accrued
by the Company (plus earnings thereon) for participating directors is as
follows: Malcolm R. Currie ($46,484), John G. McDonald ($188,120) and
Richard G. Newman ($31,127) as of December 31, 1996.
5 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.
6 Richard G. Newman was elected a director of the Company on April 23, 1996
and, accordingly, did not receive a full year of remuneration from the
Company.
7 William J. Spencer was elected a director of the Company on January 15, 1997
and, accordingly, did not receive any remuneration from the Company during
the fiscal year ended December 31, 1996.
4
<PAGE>
OTHER EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME OFFICER
(POSITION WITH COMPANY) CONTINUOUSLY
AND AGE PRINCIPAL OCCUPATION (1) SINCE (2)
- ------------------------------ ------------------------------------------ -----------------
<S> <C> <C>
Mr. William R. Grimsley Capital Research and Management Company, 1987
(Senior Vice President) Senior Vice President and Director
58
Mr. R. Michael Shanahan Capital Research and Management Company, 1994
(Senior Vice President) Chairman of the Board and Principal
58 Executive Officer
Mr. Gregg E. Ireland Capital Research and Management Company, 1994
(Vice President) Vice President
47
Ms. Anne M. Llewellyn Capital Research and Management Company, 1984
(Vice President) Associate
49
Mr. James B. Lovelace Capital Research and Management Company, 1994
(Vice President) Vice President
40
Mr. Donald D. O'Neal Capital Research and Management Company, 1994
(Vice President) Vice President
36
Ms. Patricia L. Vaughn Capital Research Company, 1995
(Vice President) Vice President
40
Mr. Vincent P. Corti Capital Research and Management Company, 1994
(Secretary) Vice President, Fund Business Management
40 Group
Mr. Steven N. Kearsley Capital Research and Management Company, 1975
(Treasurer) Vice President and Treasurer
55
</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 March 3, 1997.
5
<PAGE>
2. RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT PUBLIC
ACCOUNTANT FOR THE YEAR 1997
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 1997. In
addition to 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 ITS
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, 1997. 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 92821. 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, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240, and 5300 Robin
Hood Road, Norfolk, VA 23513.
The expense of 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
6
<PAGE>
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 17, 1997
THIS NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT HAS BEEN PRINTED ON RECYCLED
M PAPER THAT MEETS THE GUIDELINES OF THE
UNITED STATES ENVIRONMENTAL PROTECTION AGENCY.
7
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 29, 1997
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 29, 1997 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
- William J. Spencer
To WITHHOLD your vote for any individual nominee, write the nominee's name(s)
on the line below.
Account Number:
Shares owned as of March 3, 1997
- ------------------------------------------------
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 ________
