SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
ASA LIMITED
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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ASA LIMITED
PADDOCK VIEW
36 WIERDA ROAD WEST
SANDTON 2196, SOUTH AFRICA
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of ASA
LIMITED will be held on Friday, February 6, 1998, 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 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, 1998.
3. Such other business as may properly come before the meeting or any
adjournment thereof.
ROBERT J.A. IRWIN
Chairman of the Board
December 26, 1997
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.
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PROXY STATEMENT
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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 6, 1998. 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 LGN 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 26, 1997.
VOTING AT THE MEETING
Only shareholders of record at the close of business on January 30, 1998
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 LGN 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,
1997, 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 30, 1998.
QUORUM
The Company's organizational documents provide that the presence at a
shareholder meeting in person or by proxy of at least 50% of the shares of the
Company constitutes a quorum for the Company. Thus, the Meeting could not take
place on its scheduled date if less than 50% of the shares were represented. If,
by the time scheduled for the Meeting, a quorum of shareholders is not present
or if a quorum is present but sufficient votes in favor of any of the items are
not received, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further soliciting of proxies from the Company's
shareholders. Any such adjournment will require the affirmative vote of a
majority of the shares of the Meeting being adjourned that are present (in
person or by proxy) at the session of the meeting to be adjourned. The persons
named as proxies will vote in favor of any such adjournment if they determine
that such adjournment and additional solicitation are reasonable and in the
interest of the shareholders.
In tallying shareholder votes, abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have discretionary voting power on a particular
matter) will be counted for purposes of determining whether a quorum is present
for purposes of convening the Meeting, but will not be counted as "votes cast,"
and, thus, will have no effect on the result of the vote.
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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, 1997 the official exchange rate was R4.86
to the dollar ($0.21 to the rand). For a fuller discussion of the effect of
fluctuations in the currency exchange rate, see the Company's Annual Report for
1997 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, except for Malcolm W. MacNaught, was
elected to serve as a director of the Company at the Annual Meeting of
Shareholders held on February 7, 1997. 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, 1997.
Robert J. A. Irwin* (70) ...... 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 1,200
shares, including 142 owned by his wife.
Henry R. Breck* (60) .......... Mr. Breck has served as a director since
February 1996 and United States Secretary
since August 1997. 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 (67) .......... 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 1,000 shares.
Chester A. Crocker (56) ....... 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 400
shares.
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* 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.
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Reginald H. Jones (80) ........ 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 and
Mettler Toledo International Inc. He is also
a Trustee (Emeritus) of the University of
Pennsylvania. He owns 1,000 shares.
Ronald L. McCarthy* (64) ...... 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.
Malcolm W. MacNaught**(60) .... Mr. MacNaught is being nominated as a director
at the February 6, 1998 annual shareholders'
meeting. He is a director of Lion Selection
Trust Ltd., a Pooled Development Fund for
the benefit of Australian mining companies.
He was a Vice President and Portfolio
Manager at Fidelity Investments and retired
in October 1996.
Robert A. Pilkington (52) ..... 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. (SBC Warburg Dillon
Read). He is a director of Avocet Mining
PLC. He owns 500 shares.
Gavin W.H. Relly (71) ......... 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 (77) ....... 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.* (88) .. 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.
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* 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.
** Mr. MacNaught purchased 1,000 shares of ASA Limited on December 5, 1997.
The total security ownership of the officers and directors (including
nominees) of the Company is 8,100 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
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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, 1997 there were four meetings of
the Board of Directors, one meeting of the Audit Committee and one meeting of
the Compensation Committee. Messrs. Breck and Relly were unable to attend one
Board meeting because of conflicting engagements, but Mr. Relly participated via
teleconference call.
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. Breck who has been United States Secretary since August 1997. 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, 1997, reports
required by Section 16(a) of the Securities Exchange Act of 1934.
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, an independent Certified Financial Accountant engaged in public
practice. Ranquin Associates received a fee of R409,687 ($89,300) in the fiscal
year ended November 30, 1997.
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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 R72,900 based upon the official exchange rate of R4.86 to the
dollar as of November 30, 1997) as an annual fee for his services as a director
and the rand equivalent of $1,000 (R4,860 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.
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, R437,068 -- R54,675 R87,068
Managing Director ($95,320) -- ($11,250) ($19,000)
and Director
Henry R. Breck, $16,500 -- $11,250 $16,500
Director
Harry M. Conger, $17,000 -- $11,250 $17,000
Director
Chester A. Crocker, $17,000 -- $11,250 $17,000
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, R87,068 -- R54,675 R87,068
Director ($19,000) -- ($11,250) ($19,000)
A. Michael Rosholt, R87,068 -- R54,675 R87,068
Director ($19,000) -- ($11,250) ($19,000)
</TABLE>
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(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
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person assuming such director had served twelve years as of November 30,
1997. 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.
APPOINTMENT OF AUDITORS
There will be presented to the meeting a proposal to appoint Arthur
Andersen 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, 1998. 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 1999 Annual Meeting, the proposal must be received by the
Company no later than August 28, 1998.
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 ROBERT J.A. IRWIN
Chairman of the Board
December 26, 1997
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ASA LIMITED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P 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
R of them, proxies with power of substitution, to vote at the Annual Meeting
of Shareholders of the Company to be held on February 6, 1998, and at all
O adjournments thereof, all shares of the Company standing in his name.
X The shareholder may here write the name of a proxy of his own choice to
vote his shares____________________________________________________________
Y
___________________________________________________________________________
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.
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| SEE REVERSE |
| SIDE |
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| | PLEASE MARK YOUR | 0224
| X | 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.
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| THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR PROPOSALS 1 AND 2 |
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Nominees for Director
R.J.A. Irwin, H.R. Breck,
H.M. Conger, C.A. Crocker,
R.H. Jones, R.L. McCarthy,
Malcolm W. MacNaught,
R.A. Pilkington, G.W.H. Relly,
A.M. Rosholt, W.A. Stanger, Jr.
FOR AGAINST ABSTAIN
INSTRUCTIONS 1. Election of --- --- ---
Directors | | | | | |
TO VOTE AGAINST ANY INDIVIDUAL --- --- ---
CROSS HIS NAME WITH AN X;
TO ABSTAIN STRIKE A 2. Appointment of --- --- ---
LINE THROUGH HIS NAME 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.
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