ASA LIMITED
Paddock View
36 Wierda Road West
Sandton 2196, South Africa
Notice of Annual Meeting of Shareholders
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of ASA Limited
will be held on Friday, February 7, 1997, at 10:00 A.M., New York City time, at
The Park Lane Hotel, 36 Central Park South, New York, N.Y., U.S.A., for the
purpose of considering and acting upon the following business:
1. The election of a Board of Directors.
2. A proposal to appoint Arthur Andersen LLP as independent public accountants
to hold office until the next Annual Meeting of Shareholders and to audit the
accounts of the Company for the fiscal year ending November 30, 1997.
3. Such other business as may properly come before the meeting or any
adjournment thereof.
Robert J.A. Irwin
Chairman of the Board
<PAGE>
December 27, 1996
Each shareholder entitled to vote at the meeting is entitled to appoint one or
more proxies, who need not be shareholders, to attend the meeting and to vote
and speak on his or her behalf. Whether or not you expect to attend the meeting,
please date and sign the accompanying proxy and mail it promptly in the enclosed
addressed envelope. Any shareholder who submits a completed proxy form is
entitled to attend the meeting and to vote in person, should that shareholder
decide to do so.
<PAGE>
Proxy Statement
Solicitation and Revocation of Proxies
The enclosed proxy is solicited by the Board of Directors of ASA Limited for use
at the Annual Meeting of the Company's shareholders to be held on February 7,
1997. The proxy may be revoked by the shareholder giving it at any time prior to
its use at the meeting by an instrument in writing delivered to the United
States Secretary, c/o Lyons Associates, P.O. Box 269, 140 Columbia Turnpike,
Florham Park, N.J. 07932 or delivered to him at the meeting.
The expense of preparing, assembling, printing and mailing the form of proxy and
the material used for the solicitation of proxies will be paid by the Company.
In addition to the solicitation of proxies by use of the mails, the Company will
retain D.F. King & Co., Inc., New York, N.Y. to aid in the solicitation of
proxies. Such solicitation will be by mail and telephone. For these services the
Company will pay D.F. King & Co., Inc. a fee, plus reimbursement of its
out-of-pocket expenses and disbursements, estimated in the aggregate at
approximately $35,000. The Company will also reimburse brokers, nominees and
fiduciaries who are record owners of shares of the Company for the out-of-pocket
and clerical expenses of transmitting copies of the proxy material to the
beneficial owners of such shares. The approximate mailing date of the proxy
statement and form of the proxy will be December 27, 1996.
Voting at the Meeting
Only shareholders of record at the close of business on January 31, 1997 will be
entitled to vote except that a person who at least 48 hours before the meeting
satisfies the directors that he has the right to transfer shares into his name
in consequence of the death or bankruptcy of any shareholder of record shall be
entitled to vote such shares. Proof of any such right should be presented to the
United States Secretary, c/o Lyons Associates, P.O. Box 269, 140 Columbia
Turnpike, Florham Park, N.J. 07932. There are 9,600,000 shares of the Company
outstanding, each of which is entitled to one vote. Each valid proxy received in
time will be voted at the meeting in favor of each proposal except as contrary
instructions are indicated, in which event such instructions will be followed.
The Company does not know of any beneficial owner of more than five percent of
the Company's outstanding shares.
The Annual Report of the Company for the fiscal year ended November 30, 1996,
including financial statements, accompanies this proxy statement and will also
be mailed to each person who becomes a shareholder of the Company on or before
January 31, 1997.
Currency Exchange Rates
The Company is a South African company and its only office is located in South
Africa. Its accounts are maintained and most of its transactions are effected in
rand, the currency of the Republic of South Africa. Rand amounts are, therefore,
used in this proxy statement except for payments made in United States dollars
and except that dollar figures in parentheses are dollar translations of rand
amounts at the exchange rates in effect at the time of the transactions. The
official exchange rate floats under supervision of the South African Reserve
Bank. On November 30, 1996 the official exchange rate was R4.61 to the dollar
($0.22 to the rand). For a fuller discussion of the effect of fluctuations in
the currency exchange rate, see the Company's Annual Report for 1996 enclosed
with this proxy statement.
Election of Directors
It is intended that the persons named in the enclosed proxy, unless contrary
instructions are given, will vote such proxy for the election of the nominees
listed below to serve as directors of the Company until the next Annual Meeting
of Shareholders. Each nominee was elected to serve as a director of the Company
at the Annual Meeting of Shareholders held on February 2, 1996. Each nominee has
consented to serve if elected. In the event that any of the nominees is unable
or declines to serve as a director, an event which the management of the Company
does not anticipate, proxies may be voted at the meeting for the election of
another person in his stead. Each director's age is indicated in parentheses
after his name. Except as otherwise indicated, each nominee's principal
occupation has been his principal occupation for at least the last five years
and share ownership is his beneficial ownership of the Company's shares as of
November 30, 1996.
Robert J. A. Irwin* (69). Mr. Irwin has served as Chairman of the Board since
1993 and as a director since February 1987 and as Deputy Chairman of the Company
from February 1989 to February 1993. He is a member of the Advisory Boards of
First Empire State Corporation and Manufacturers and Traders Trust Company. He
owns 1,000 shares.
Henry R. Breck (59). Mr. Breck has served as a director since February, 1996. He
served previously as a director from February 1987 to August 1989. He is
Chairman and a Director of Ark Asset Management Co., Inc., a registered
investment adviser. He owns 1,000 shares.
Harry M. Conger (66). Mr. Conger has served as a director of the Company since
January 1984. He is Chairman and a director of Homestake Mining Company. He is
also a director of Baker Hughes, Inc., CalMat Company and Pacific Gas & Electric
Company. He owns 100 shares.
Chester A. Crocker (55). Mr. Crocker has served as a director since February,
1996. He is a Landegger Research Professor of Diplomacy, School of Foreign
Service, Georgetown University. He is also Chairman of United States Institute
of Peace and President, Crocker Group (consultants). He is also a director of
Minorco, S.A., and the Corporate Council on Africa. He owns 200 shares.
Reginald H. Jones (79). Mr. Jones has served as a director of the Company since
1981. Prior thereto he was Chairman of the Board and Chief Executive Officer of
General Electric Company. He is a director of Birmingham Steel Corporation. He
is also a Trustee (Emeritus) of the University of Pennsylvania. He owns 1,000
shares.
Ronald L. McCarthy* (63). Mr. McCarthy has served as a director of the Company
since November 1988 and as Managing Director of the Company since that date. As
a resident of South Africa he is prevented by the Company's Articles of
Association from owning any shares of the Company.
Robert A. Pilkington* (51). Mr. Pilkington has served as a director of the
Company since 1979. He is an investment banker and since 1985 a Managing
Director of Dillon, Read & Co. Inc. He is a director of Avocet Mining PLC. He
owns 500 shares.
Gavin W.H. Relly (70). Mr. Relly has served as a director of the Company since
February 1991. He is an executive director of Anglo American Corporation of
Southern Africa Limited and retired as Chairman of the Board of such company in
March 1990. He is a director of various South African companies. As a resident
of South Africa he is prevented by the Company's Articles of Association from
owning any shares of the Company.
A. Michael Rosholt (76). Mr. Rosholt has served as a director of the Company
since 1982. He was Chairman of Barlow Rand Limited (financial, industrial and
mining corporation) through 1990. He is a director of various South African
companies. As a resident of South Africa he is prevented by the Company's
Articles of Association from owning any shares of the Company.
Wesley A. Stanger, Jr.* (87). Mr. Stanger has served as a director of the
Company since 1960, Chairman of the Board from 1978 to 1993 and Treasurer of the
Company since 1985. Until June 1988, he was Executive Director of MacKay-Shields
Financial Corp., investment advisors. He is a Trustee (Emeritus) of the
University of Pennsylvania. He owns 3,000 shares.
* An "interested person" of the Company as such term is defined in the United
States Investment Company Act of 1940, by reason of being an officer of the
Company.
<PAGE>
The total security ownership of the officers and directors (including nominees)
of the Company is 6,800 shares, which constitutes less than 1% of the Company's
outstanding shares.
The Board has an Audit Committee and a Compensation Committee, but does not have
a Nominating Committee. The current members of the Audit Committee are Messrs.
Conger (Chairman), Breck and Jones. The functions of the Audit Committee are to
meet with the Company's independent auditors to determine whether satisfactory
accounting procedures are being followed by the Company and whether its internal
controls are adequate; to review fees charged by the auditors; and generally to
determine whether the scope of the auditor's services is adequate and to discuss
matters relevant to such services. The members of the Compensation Committee are
Messrs. Jones (Chairman), Conger, Pilkington, Rosholt and Stanger. The function
of the Compensation Committee is to make recommendations regarding the salaries
of officers of the Company.
During the fiscal year ended November 30, 1996 there were four meetings of the
Board of Directors, one meeting of the Audit Committee and one meeting of the
Compensation Committee. Messrs. Pilkington and Relly were unable to attend one
Board meeting because of conflicting engagements, but each one participated via
teleconference call. Mr. Conger was unable to attend two meetings, but
participated via teleconference call for one of the meetings.
Executive Officers
The current executive officers of the Company are Mr. Irwin, who has been
Chairman of the Board since February 1993, Mr. Stanger, who has been Treasurer
since 1985, Mr. McCarthy, who has been Managing Director since November 1988 and
Mr. Pilkington who has been United States Secretary since February 1996.
Executive officers are elected at the first Board of Directors' meeting after
each annual meeting of shareholders to serve for the ensuing year.
Compliance with Section 16(a) of the Exchange Act
The Company does not know of any person who was a director, officer or
beneficial owner of more than 10 percent of the Company's shares who failed to
file on a timely basis, during the fiscal year ended November 30, 1996, reports
required by Section 16(a) of the Securities Exchange Act of 1934.
<PAGE>
South African Secretary
The South African Secretary of the Company is Ranquin Associates, Paddock View,
36 Wierda Road West, Sandton 2196, South Africa, which has served in such
capacity since February 1990. The principal of Ranquin Associates is Mr.
McCarthy's son. Ranquin Associates received a fee of R362,630 ($86,199) in the
fiscal year ended November 30, 1996.
Compensation
Each non-South African director receives an annual fee of $15,000 for his
services as a director and a fee of $500 for each Board meeting that he attends.
Each South African director receives the rand equivalent of $15,000
(approximately R69,000 based upon the official exchange rate of R4.61 to the
dollar as of November 30, 1996) as an annual fee for his services as a director
and the rand equivalent of $1,000 (R4,600 based on the same exchange rate) for
each Board meeting that he attends. The Company pays to any retired director who
served as a director for at least twelve years an annual retainer equal to 75%
of the annual directors' fee from time to time in effect. Directors retiring
after attaining the age of 70 are entitled to such retainers for life; directors
retiring prior to attaining such age for the lesser of life or the number of
years they served as a director.
<PAGE>
A summary of the compensation and benefits for the directors and officers is
shown below. Compensation and benefits payable in rand are shown with United
States dollar equivalents. Reference is made to the information under "Currency
Exchange Rates" on page 2 of this proxy statement for information concerning
currency exchange rates between the South African rand and the United States
dollar.
<TABLE>
<CAPTION>
Pension or
Retirement
Benefits Estimated Total
Aggregate Accrued As Annual Compensation
Compensation Part of Benefits From Company
Name of Person, from Company Upon Paid To
Position Company Expenses(1) Retirement(2) Directors(3)
- ------------------------------ ------------ ----------- ------------- ------------
<S> <C> <C> <C> <C>
Robert J.A. Irwin, $137,000 $25,000 $21,858 $17,000
Chairman, Chief Executive
Officer and Director
Wesley A. Stanger, Jr., $42,000 -- $43,754 $17,000
Treasurer and
Director
Ronald L. McCarthy, R423,605 -- R51,750 R81,938
Managing Director ($100,318) -- ($11,250) ($19,000)
and Director
Henry R. Breck, $14,500 -- $11,250 $14,500
Director
Harry M. Conger, $16,500 -- $11,250 $17,000
Director
Chester A. Crocker, $14,500 -- $11,250 $14,500
Director
Reginald H. Jones, $17,000 -- $11,250 $17,000
Director
Robert A. Pilkington, $17,000 -- $11,250 $17,000
Director
Gavin W.H. Relly. R81,938 -- R51,750 R81,938
Director ($19,000) -- ($11,250) ($19,000)
William P. Roe, $3,938 -- $11,250 $3,938
Director
A. Michael Rosholt, R81,938 -- R51,750 R81,938
Director ($19,000) -- ($11,250) ($19,000)
William L. Wearly, $3,938 -- $11,250 $3,938
Director
</TABLE>
(1) The amount shown is the amount payable under an annuity policy for the
benefit of Mr. Irwin purchased by the Company in fiscal 1993 at an annual cost
to the Company of $25,000 per year for five years. The Company previously
purchased and completed payment for an annuity policy for Mr. Stanger.
(2) All directors qualify to receive retirement benefits if they have served the
Company for at least twelve years prior to retirement. The amount shown for each
director is the total benefits which are or would be payable to such person
assuming such director had served twelve years as of November 30, 1996. The
amounts shown for Messrs. Irwin and Stanger include the retirement benefits
payable to them as directors and the amounts paid or payable to them under the
annuity contracts purchased for their benefit by the Company (see Note 1 above).
(3) Includes only the amounts payable for service as a director.
<PAGE>
Appointment of Auditors
There will be presented to the meeting a proposal to appoint Arthur Andersen LLP
as independent public accountants to hold office until the next Annual Meeting
of Shareholders and to audit the accounts of the Company for the fiscal year
ending November 30, 1997. Arthur Andersen has offices in Johannesburg, South
Africa and in New York, N.Y. in the United States. Arthur Andersen has no direct
or indirect interest in the Company, except in its capacity as an auditor of the
Company's accounts.
A favorable vote of the holders of a majority of the outstanding shares present
at the meeting in person or by proxy will be required for the adoption of the
above proposal.
A representative of Arthur Andersen LLP is expected to be present at the meeting
with the opportunity to make a statement if he or she desires to do so, and is
expected to be available to respond to appropriate questions.
Shareholder Proposals
In order for a shareholder proposal to be included in the Proxy Statement and
Proxy for the 1998 Annual Meeting, the proposal must be received by the Company
no later than August 28, 1997.
Other Matters
The management of the Company knows of no other business which will be presented
for consideration at the meeting, but should any other matters requiring a vote
of shareholders arise, the persons named in the enclosed proxy will vote thereon
in accordance with their best judgment.
ASA Limited
By /s/ Robert J.A. Irwin
------------------------
Robert J.A. Irwin
Chairman of the Board
December 27, 1996
<PAGE>
PROXY
ASA LIMITED
This Proxy is Solicited on Behalf of the Board of Directors
The signer on the reverse side of this proxy, a shareholder of ASA Limited,
hereby appoints Wesley A. Stanger, Jr. and Lawrence G. Nardolillo, and each of
them, proxies with power of substitution, to vote at the Annual Meeting of
Shareholders of the Company to be held on February 7, 1997, and at all
adjournments thereof, all shares of the Company standing in his name.
The shareholder may here write the name of a proxy of his own choice to vote his
shares..........................................................................
................................................................................
The shareholder may here write the name of an alternate proxy...................
................................................................................
A majority of said proxies, or their substitutes, who shall be present and
acting at said meeting (or in case but one shall be present and acting, then
that one) shall have and may exercise all the powers of said proxies hereunder.
Each shareholder entitled to vote at the meeting is entitled to appoint one or
more proxies, who need not be shareholders, to attend the meeting and to vote
and speak in his stead.
Whether or not you expect to attend the meeting you are requested to date and
sign this proxy and mail it promptly in the enclosed envelope.
Please mark your
votes as in this
example.
This proxy when properly executed will be voted in the manner directed. In case
no instructions are given as to any items set forth in this proxy, this proxy
shall be deemed to grant authority to vote in favor of such items, and in the
discretion of the proxies named herein, upon other matters that may properly
come before the meeting.
The Board of Directors Recommends voting for Proposals 1 and 2
Nominees for Director
R.J.A. Irwin, H.R. Breck,
H.M. Conger, C.A. Crocker,
R.H. Jones, R.L. McCarthy,
R.A. Pilkington, G.W.H. Relly,
A.M. Rosholt, W.A. Stanger, Jr.
INSTRUCTIONS
To vote against any individual cross his name with an X; to abstain strike a
line through his name
1. Election of Directors
2. Appointment of Independent Accountants
SIGNATURE(S)...............................................DATE.................
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as Executor, Administrator, Trustee or Guardian, please give full
title as such.
