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 (the Company) will be held on Friday, February 4, 2000, at 10:00 A.M.,
New York City time, at the Park Lane Hotel, New York, NY, USA, for the purpose
of considering and acting upon the following business:
1. To elect the Company's Board of Directors.
2. To ratify the selection of Arthur Andersen as the Company's
independent public accountants for the fiscal year ending November 30,
2000. 3. Such other business as may properly come before the Meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on January 28, 2000
as the record date for the determination of the shareholders of the Company
entitled to notice of, and to vote at, the meeting and any adjournments thereof.
ROBERT J.A. IRWIN
CHAIRMAN OF THE BOARD AND TREASURER
December 28, 1999
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. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED
AT THE MEETING IN PERSON OR BY PROXY; WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING, PLEASE DATE, SIGN AND INDICATE VOTING INSTRUCTIONS ON 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
(the Company) for use at the Annual Meeting of the Company's shareholders (the
Meeting) to be held on February 4, 2000. The proxy may be revoked by the
shareholder 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, NY, 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 28, 1999.
VOTING AT THE MEETING
Only shareholders of record at the close of business on January 28, 2000
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, NJ 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,
1999, including financial statements, accompanies this proxy statement and will
also be mailed to each person who becomes a registered shareholder of the
Company on or before January 28, 2000.
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 outstanding
shares of the Company entitled to vote constitutes a quorum for the Company.
Thus, the Meeting can not take place on its scheduled date if less than 50% of
the outstanding shares entitled to vote are 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 that are present (in person or by proxy) at 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. Dollar figures in parentheses are dollar equivalents 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, 1999 the official exchange rate was R6.16 to the dollar
($0.16 to the rand). For a fuller discussion of the effect of fluctuations in
the currency exchange rate, see the Company's Annual Report for 1999 enclosed
with this proxy statement.
PROPOSAL 1: ELECTION OF DIRECTORS
Unless contrary instructions are given, the persons named in the enclosed
proxy 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 5, 1999. 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,
1999.
Robert J. A. Irwin* (72)............ Mr. Irwin has served as Chairman of
the Board since 1993 and Treasurer
since February 1999 and as a
director since February 1987. He
served as Deputy Chairman of the
Company from February 1989 to
February 1993. He is a former
director of Niagara Share
Corporation (1972-1995), St. Joe
Paper Co. (1990-1994) and former
Advisory Director of M&T Bank
Corporation and Manufacturers and
Traders Trust Company (1983-April
1999). He is also a member of the
board of a number of non-profit
organizations, including the
University of Cape Town Fund, Inc.
and the St. Barnabas (Johannesburg)
College Fund, Inc. He owned 2,200
shares of the Company, including
142 shares owned by his wife.
Henry R. Breck* (62)................ Mr. Breck has served as a director
of the Company since February 1996
and Assistant Treasurer since
February 1999 and United States
Secretary from August 1997 to
February 1999. He served previously
as a director from February 1981 to
August 1989. He is Chairman and a
Director of Ark Asset Management
Co., Inc., a registered investment
adviser. He owned 1,000 shares of
the Company.
Harry M. Conger (69)................ Mr. Conger has served as a director
of the Company since January 1984.
He is Chairman and CEO Emeritus of
Homestake Mining Company. He is
also a director of Apex Silver
Mines, a silver mining company, and
Pacific Gas & Electric Company, a
utility company, and a Trustee of
the California Institute of
Technology. Until 1998 he was a
director of Baker, Hughes and
CalMat Company. He owned 1,100
shares of the Company.
Chester A. Crocker* (58)............ Mr. Crocker has served as a
director of the Company since
February 1996 and United States
Secretary since February 1999. He
is a James R. Schlesinger Professor
of Strategic Studies, School of
Foreign Service, Georgetown
University and Chairman of United
States Institute of Peace;
President, Crocker Group
(consultants). He owned 400 shares
of the Company.
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Joseph C. Farrell (64).............. Mr. Farrell has served as a
director of the Company since
February 1999. He was Chairman,
President and CEO of The Pittston
Company from September 1991 until
his retirement in February 1998. He
is a director of Universal
Corporation and various non-profit
organizations. Mr. Farrell
purchased 1,000 shares of the
Company on December 8, 1999.
James G. Inglis (55)................ Mr. Inglis has served as a director
of the Company since May 1998. He
has been the Executive Director of
Melville Douglas Management (Pty)
Ltd. since 1997, and prior thereto
he was the Managing Director of
Liberty Asset Management Limited,
an investment manager. He also
serves on the Investment Committees
of a number of charitable funds and
is a Trustee of the Independent
Schools Pension Fund. As a resident
of South Africa he is prevented by
the Company's Articles of
Association from owning any shares
of the Company.
Ronald L. McCarthy* (66)............ 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 (62)........... Mr. MacNaught has served as a
director of the Company since
February 1998. He is a director of
Lion Selection Trust Ltd, a Pooled
Development Fund for the benefit of
Australian mining companies and
Meridian Gold Corporation. He was a
Vice President and Portfolio
Manager at Fidelity Investments and
retired in October 1996. He owned
1,000 shares of the Company.
Robert A. Pilkington (54)........... 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. (Warburg
Dillion Read). He is a director of
Avocet Mining PLC. He owned 1,000
shares of the Company.
A. Michael Rosholt (79)............. 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 Chairman of the National
Business Initiative (South Africa),
a non-profit organization. As a
resident of South Africa he is
prevented by the Company's Articles
of Association from owning any
shares of the Company.
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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. Gavin W.H. Relly was deceased on January 10, 1999. Mr. Relly served on
the ASA Board since 1991 and had a distinguished business career, including
Chairman of Anglo American Corporation PLC. Mr. Wesley A. Stanger, who retired
from the Board in 1999 after 40 years of dedicated service, continued to provide
his counsel to the Company as Director Emeritus.
The total number of shares of the Company owned by officers and directors
of the Company on November 30, 1999 was 6,700, which constituted less than 1 %
of the Company's outstanding shares.
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Required Vote: The election of Directors requires the affirmative vote of a
majority of the shares represented at the meeting.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR PROPOSAL NO. 1.
The Board has an Audit Committee, a Compensation Committee and an Ethics
Committee, but does not have a Nominating Committee. The current members of the
Audit Committee are Messrs. MacNaught (Chairman), Conger and Farrell. 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 current members of the Compensation Committee are Messrs.
Conger (Chairman), Inglis, Pilkington, and Rosholt. The function of the
Compensation Committee is to make recommendations regarding the salaries of
officers of the Company. The current members of the Ethics Committee are Crocker
(Chairman), Farrell and Pilkington. The function of the Ethics Committee is to
insure compliance by the directors and access persons with the Company's Code of
Ethics and Rule 17j-1 of the Investment Company Act of 1940.
During the fiscal year ended November 30, 1999 there were five meetings of
the Board of Directors, one meeting of the Audit Committee, one meeting of the
Compensation Committee and four meetings of the Ethics Committee. All the
directors attended more than 75% 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 and Treasurer since February 1999, Mr.
Breck who has been Assistant Treasurer since February 1999, Mr. McCarthy, who
has been Managing Director since November 1988 and Mr. Crocker who has been
United States Secretary since February 1999. 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 30,1999, 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 R575 700 ($95,212) in the fiscal
year ended November 30, 1999. In addition, Ranquin Associates and an affiliated
entity paid the Company R85 716 ($14,168) for rental of office space. Ranquin
Associates received reimbursement from ASA of R50 893 ($8,412) for shared
expenses (including salaries) of operating the office.
COMPENSATION
Each non-South African director receives an annual fee of $15,000 for his
services as a director and a fee of $1,000 for each Board meeting that he
attends. Each South African director receives the rand equivalent of $15,000
(approximately R92 400 based upon the current exchange rate of R6.16 to the
dollar as of November 30, 1999) as an annual fee for his services as a director
and the rand equivalent of $2,000 (R12 230 based on the same exchange rate) for
each Board meeting that he attends. In addition, directors receive a committee
meeting fee of $1,000 for each meeting attended during the year. 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
retainer for life; directors retiring prior to attaining such age for the lesser
of life or the number of years they served as a director.
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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 3 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 FOR
POSITION COMPANY EXPENSES(1) RETIREMENT(2) DIRECTORS(3)
- -------------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C>
Robert J.A. Irwin, $147,250 $26,825 $25,000 $19,500
Chairman, Chief Executive
Officer, Treasurer and Director
Wesley A. Stanger, Jr., $4,250 -- $43,754 $4,250
Director Emeritus
Ronald L. McCarthy, R504,191 -- R69,300 R134,265
Managing Director ($82,660) -- ($11,250) ($22,000)
and Director
Henry R. Breck, $18,500 -- $11,250 $18,500
Assistant Treasurer
and Director
Chester A. Crocker, $22,500 -- $11,250 $22,500
United States Secretary
and Director
Harry M. Conger, $19,500 -- $11,250 $19,500
Director
Joseph C. Farrell, $21,500 -- $11,250 $21,500
Director
James.G. Inglis, R134,265 R69,300 R134,265
Director ($22,000) ($11,250) ($22,000)
Reginald H. Jones, $4,250 -- $11,250 $4,250
Director
Malcolm W. MacNaught, $19,500 -- $11,250 $19,500
Director
Robert A. Pilkington, $23,500 -- $11,250 $23,500
Director
Gavin W.H. Relly, (3) R28,595 -- $28,595
Director ($4,750)--
($4,750)
A. Michael Rosholt, R127,665 -- R69,300 R127,665
Director ($21,000) -- ($11,250) ($21,000)
</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. Effective May 1,
1999 the annual cost to the Company was increased to $28,125 per year.
(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,
1999. 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 (1) above).
(3) Deceased January 10, 1999.
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PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's Board of Directors has selected Arthur Andersen as the
Company's independent public accountants to audit the accounts of the Company
for the fiscal year ending November 30, 2000. The Board has directed the
submission of this selection to shareholders for ratification. 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 the Company's independent public accountants.
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.
Required Vote: The ratification of the selection of Arthur Andersen requires the
affirmative vote of a majority of the shares represented at the meeting.
THE DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR PROPOSAL NO. 2.
SHAREHOLDER PROPOSALS
In order for a shareholder proposal to be included in the Proxy Statement
and Proxy for the 2001 Annual Meeting, the proposal must be received by the
Company no later than August 30, 2000.
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
ROBERT J.A. IRWIN
CHAIRMAN OF THE BOARD AND TREASURER
December 28, 1999
