(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
/X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for use of the Commission only (Rule 14a-6(e)(2))
American High-Income Municipal Bond Fund, Inc.
(Name of Registrant as Specified In Its Charter)
Julie F. Williams
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 filling 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 of
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:
<PAGE>
AMERICAN HIGH-INCOME MUNICIPAL BOND FUND, INC.
333 South Hope Street, Los Angeles, California 90071
------------------------------
Fellow Shareholders:
We are writing to inform you of the upcoming meeting of the shareholders of
American High-Income Municipal Bond Fund, Inc. (the "Fund") to be held at the
offices of The Capital Group Companies, Inc., 11100 Santa Monica Boulevard, 15th
Floor, Los Angeles, California, on Wednesday, December 1, 1999 at 10:00 a.m.,
local time (the "Meeting"). At this meeting, you are being asked to vote on
important proposals affecting the Fund. THE BOARD OF DIRECTORS OF THE FUND
BELIEVES THAT THESE PROPOSALS ARE IN THE BEST INTERESTS OF THE FUND AND ITS
SHAREHOLDERS, AND UNANIMOUSLY RECOMMENDS THAT YOU APPROVE ALL PROPOSALS
PRESENTED FOR YOUR CONSIDERATION.
At the Meeting, you will be asked to vote on:
1. The election of a Board of 10 Directors (Proposal 1).
2. A proposal to amend the Fund's Articles of Incorporation reducing the
par value per share of the Fund's capital stock from $0.01 to $0.001 in
order to reduce certain costs (Proposal 2).
3. A proposal to eliminate or revise certain of the Fund's investment
restrictions (Proposal 3).
4. The ratification of the selection, by the Board of Directors, of
PricewaterhouseCoopers LLP as independent accountants for the Fund for
the fiscal year 2000 (Proposal 4).
5. Any other business that may come before the Meeting (we are not
currently aware of any other items to be considered).
Some key points about Proposals 2 and 3 are described below. The proposals
are described in more detail in the full text of the Proxy Statement which you
should read before you vote.
ABOUT PROPOSAL 2:
In Proposal 2, we are asking you to approve an amendment to the Fund's
Articles of Incorporation reducing the par value per share of the Fund's capital
stock. When the Fund increases its authorized capital stock, it must pay a fee
to Maryland, its state of incorporation, based on the aggregate par value of the
new shares. Therefore, a reduced par value per share will reduce the amount the
[40-AHIM]
<PAGE>
Fund pays in fees for the registration of its shares. THE LOWER PAR VALUE WILL
HAVE NO EFFECT ON THE VALUE OF YOUR SHARES.
ABOUT PROPOSAL 3:
Because the Fund was formed a number of years ago, it is subject to a
number of investment restrictions that do not reflect current conditions,
practices or legal requirements. In some cases restrictions, although described
as "fundamental" because they require shareholder approval to modify, were
originally adopted in response to state regulation that no longer applies to the
Fund. In other cases, we believe the restrictions should be eliminated to
reflect current standards. You may vote for any or all of the changes that are
the subject of Proposal 3 by so indicating on your Proxy card. THIS PROPOSAL
WILL NOT AFFECT THE FUND'S INVESTMENT OBJECTIVE, WHICH REMAINS UNCHANGED.
MOREOVER, THE BOARD DOES NOT ANTICIPATE THAT THE CHANGES, INDIVIDUALLY OR IN THE
AGGREGATE, WILL INCREASE TO A MATERIAL DEGREE THE LEVEL OF INVESTMENT RISK
ASSOCIATED WITH AN INVESTMENT IN THE FUND.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO APPROVE
THESE PROPOSALS.
* * *
We are sure that you, like most people, lead a busy life and are tempted to
put this Proxy aside for another day. Please don't delay. When shareholders do
not return their Proxies, additional expenses are incurred to pay for follow-up
mailings and telephone calls.
PLEASE TAKE A FEW MINUTES TO REVIEW THIS PROXY STATEMENT AND SIGN AND
RETURN THE ENCLOSED PROXY CARD TODAY. YOU MAY ALSO VOTE YOUR PROXY BY TELEPHONE
OR THE INTERNET BY FOLLOWING INSTRUCTIONS THAT APPEAR ON THE ENCLOSED PROXY
INSERT. Please be sure to sign and return each Proxy card regardless of how many
you receive.
If you have any questions regarding the issues to be voted on or need
assistance in completing your Proxy card, please contact us at (800) 421-0180.
Thank you for investing with us and for your continuing support.
Sincerely,
/s/ PAUL G. HAAGA, JR. /s/ MARK R. MacDONALD
- ------------------------- --------------------------
Paul G. Haaga, Jr. Mark R. Macdonald
Chairman of the Board President
<PAGE>
AMERICAN HIGH-INCOME MUNICIPAL BOND FUND, INC.
------------------------------
NOTICE OF MEETING OF SHAREHOLDERS
DECEMBER 1, 1999
------------------------------
TO THE SHAREHOLDERS OF
AMERICAN HIGH-INCOME MUNICIPAL BOND FUND, INC.:
A Meeting of Shareholders of American High-Income Municipal Bond Fund, Inc.
(the "Fund") will be held at the offices of The Capital Group Companies, Inc.,
11100 Santa Monica Boulevard, 15th Floor, Los Angeles, California, on Wednesday,
December 1, 1999 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 10 Directors;
(2) approval of an amendment to the Fund's Articles of Incorporation
reducing the par value per share of the Fund's capital stock from $0.01
to $0.001;
(3) approval of the elimination or revision of certain of the Fund's
fundamental investment policies;
(4) ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountant for the Fund for the fiscal year 2000; and
(5) such other matters as may properly come before the meeting.
You are entitled to vote if you held shares of the Fund at the close of
business on September 3, 1999.
<PAGE>
THE PROPOSED BUSINESS CANNOT BE CONDUCTED AT THE MEETING UNLESS THE HOLDERS
OF A MAJORITY OF THE SHARES OF THE FUND 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 IF YOU ATTEND THE
MEETING.
By Order of the Board of Directors,
JULIE F. WILLIAMS
Secretary
October 12, 1999
IMPORTANT
YOU CAN HELP THE FUND 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 SO WE HAVE A QUORUM AT THE
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. YOU MAY ALSO VOTE BY TELEPHONE OR THE INTERNET BY FOLLOWING INSTRUCTIONS
THAT APPEAR ON THE ENCLOSED PROXY INSERT.
<PAGE>
AMERICAN HIGH-INCOME MUNICIPAL BOND FUND, INC.
333 South Hope Street, Los Angeles, California 90071
------------------------------
PROXY STATEMENT
MEETING OF SHAREHOLDERS
DECEMBER 1, 1999
------------------------------
The enclosed Proxy is solicited by the Board of Directors of the Fund in
connection with the Meeting of Shareholders to be held on Wednesday, December 1,
1999. Every Proxy returned in time to be voted at the meeting will be voted and,
if you specify how to vote on any proposal, the Proxy will be voted accordingly.
Unless you specify otherwise, the Proxy will be voted in favor of the proposal.
You can revoke a Proxy prior to its exercise, either by filing with the Fund a
written notice of revocation, by delivering a duly executed Proxy bearing a
later date, or by attending the meeting and voting in person. This Proxy was
first mailed to shareholders on or about October 12, 1999.
At the close of business on September 3, 1999, 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 36,781,775 shares of capital
stock, $0.01 par value per share, the only authorized class of voting securities
of the Fund (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
Fund to own beneficially 5% or more of the outstanding Shares of the Fund.
With respect to the election of directors (Item 1), the 10 nominees
receiving the highest number of votes will be elected. The vote required to
approve Item 2 is the affirmative vote of more than 50% of all outstanding
voting Shares on the record date. The vote required to approve Item 3 is the
affirmative vote of the lesser of (a) 67% or more of all Shares present and
entitled to vote at the meeting, provided the holders of more than 50% of all
outstanding Shares are present or represented by proxy, or (b) more than 50% of
all outstanding Shares on the record date. The vote required to approve Item 4
is the affirmative vote of a majority of the Shares present or represented by
Proxy.
If sufficient votes are not received by the meeting date, a person named as
proxy may propose one or more adjournments of the meeting for up to 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 directors nominated below 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
1
<PAGE>
counted as part of the vote necessary to approve the proposal(s). If brokers
holding Shares for their customers in Street Name have not received instructions
and are not authorized to vote without instruction, those Shares also will be
treated as abstentions.
1. ELECTION OF DIRECTORS
Ten directors are to be elected at the meeting, each to hold office until
their resignation or removal and until a successor is elected and qualified.
Because we do not expect meetings of shareholders to be held each year, the
directors' terms will be indefinite in length. All of the nominees for director
except Richard G. Capen, Jr., Don R. Conlan, Diane C. Creel, Leonard R. Fuller
and Frank M. Sanchez were elected by the sole shareholder, Capital Research and
Management Company, at the Special Meeting on August 29, 1994. Diane C. Creel
and Leonard R. Fuller were elected by the directors on September 22, 1994; Don
R. Conlan was elected by the directors effective December 16, 1996. Richard G.
Capen, Jr. and Frank M. Sanchez have been nominated by the Directors. Herbert
Hoover III, a director since 1994, has reached the Fund's retirement age and is
not seeking re-election.
Each of the nominees has agreed to serve as director if elected. If, due to
presently unforeseen circumstances, any nominee is not 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.
2
<PAGE>
<TABLE>
<CAPTION>
MEMBERSHIPS ON BOARD
NAME OF NOMINEE CURRENT PRINCIPAL OCCUPATION AND YEAR FIRST OF OTHER REGISTERED INVESTMENT
(POSITION WITH FUND) PRINCIPAL EMPLOYMENT ELECTED A COMPANIES AND PUBLICLY
AND AGE DURING PAST FIVE YEARS DIRECTOR HELD COMPANIES
-------------------- -------------------------------- ---------- ------------------------------
<S> <C> <C> <C>
Richard G. Capen, Jr. Corporate Director and author; former Nominee The American Funds Group:
(Nominee) United States Ambassador to Spain; (Director/Trustee -- 5 other funds)
63 former Vice Chairman of the Board,
Knight Ridder, Inc.; former Chairman
and Publisher, The Miami Herald
H. Frederick Christie Private investor. Former President 1994 The American Funds Group:
(Director) and Chief Executive Officer, The (Director/Trustee -- 18 other funds)
66 Mission Group (non-utility holding The American Variable Insurance
company, subsidiary of Southern Series
California Edison Company)
Don R. Conlan* President (retired), The Capital 1996 The American Funds Group:
(Director) Group Companies, Inc. (Director/Trustee -- 11 other funds)
63
Diane C. Creel CEO and President, The Earth 1994 The American Funds Group:
(Director) Technology Corporation (Director/Trustee -- 11 other funds)
50 (international consulting Allegheny Teledyne Incorporated
engineering) B. F. Goodrich
Martin Fenton Chairman, Senior Resource Group, LLC 1994 The American Funds Group:
(Director) (development and management of (Director/Trustee -- 13 other funds)
64 senior living communities) The American Variable Insurance
Series
Raintree Healthcare Corporation
Leonard R. Fuller President, Fuller Consulting 1994 The American Funds Group:
(Director) (financial management consulting (Director/Trustee -- 11 other funds)
52 firm) The American Variable Insurance
Series
Abner D. Goldstine* Senior Vice President and Director, 1994 The American Funds Group:
(Vice Chairman and Capital Research and Management (Director/Trustee -- 11 other funds)
Director) Company
69
Paul G. Haaga, Jr.* Executive Vice President and 1994 The American Funds Group:
(Chairman of the Board) Director, Capital Research and (Director/Trustee -- 13 other funds)
50 Management Company
<CAPTION>
SHARES OF THE FUND
BENEFICIALLY OWNED,
DIRECTLY OR INDIRECTLY,
AT SEPTEMBER 3, 1999
------------------------
NAME OF NOMINEE THE
(POSITION WITH FUND) AMERICAN
AND AGE FUND FUNDS GROUP
-------------------- ---- -----------
<S> <C> <C>
Richard G. Capen, Jr. 66 33,293
(Nominee)
63
H. Frederick Christie 2,624 382,629
(Director)
66
Don R. Conlan* 66 1,733,463+
(Director)
63
Diane C. Creel 66 2,774
(Director)
50
Martin Fenton 327 28,754
(Director)
64
Leonard R. Fuller 66 6,408
(Director)
52
Abner D. Goldstine* 2,378 2,805,762+
(Vice Chairman and
Director)
69
Paul G. Haaga, Jr.* 17,409 463,067+
(Chairman of the Board)
50
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
MEMBERSHIPS ON BOARD
NAME OF NOMINEE CURRENT PRINCIPAL OCCUPATION AND YEAR FIRST OF OTHER REGISTERED INVESTMENT
(POSITION WITH FUND) PRINCIPAL EMPLOYMENT ELECTED A COMPANIES AND PUBLICLY
AND AGE DURING PAST FIVE YEARS DIRECTOR HELD COMPANIES
-------------------- -------------------------------- ---------- ------------------------------
<S> <C> <C> <C>
Richard G. Newman Chairman, President and CEO, AECOM 1994 The American Funds Group:
(Director) Technology Corporation (Director/Trustee -- 12 other funds)
65 (architectural engineering)
Frank M. Sanchez Principal, The Sanchez Family Nominee The American Funds Group:
(Nominee) Corporation dba McDonald's (Director/Trustee -- 3 other funds)
55 Restaurants (McDonald's licensee)
<CAPTION>
SHARES OF THE FUND
BENEFICIALLY OWNED,
DIRECTLY OR INDIRECTLY,
AT SEPTEMBER 3, 1999
------------------------
NAME OF NOMINEE THE
(POSITION WITH FUND) AMERICAN
AND AGE FUND FUNDS GROUP
-------------------- ---- -----------
<S> <C> <C>
Richard G. Newman 6,029 43,471
(Director)
65
Frank M. Sanchez 131 8,838
(Nominee)
55
</TABLE>
- ------------------------------
* Is considered an "interested person" of the Fund 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.
Capital Research and Management Company manages The American Funds Group
consisting of 29 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., New World 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. Capital Research and Management Company also manages American
Variable Insurance Series and Anchor Pathway Fund which serve as the
underlying investment vehicle for certain variable insurance contracts; and
Endowments, whose shareholders are limited to (i) any entity exempt from
taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended ("501(c)(3) organization"); (ii) any trust, the present or future
beneficiary of which is a 501(c)(3) organization; and (iii) any other entity
formed for the primary purpose of benefiting a 501(c)(3) organization. An
affiliate of Capital Research and Management Company, Capital International,
Inc., manages Emerging Markets Growth Fund, Inc.
4
<PAGE>
The Fund has an Audit Committee composed of Diane C. Creel, Martin Fenton
and Richard G. Newman. The Committee's functions include such specific matters
as recommending the independent accountant to the Board of Directors, reviewing
the audit plan and results of the audits and considering other matters deemed
appropriate for consideration by the Board of Directors and/or the Committee.
The Fund has a Nominating Committee composed of all directors who are not
considered to be "interested persons" of the Fund within the meaning of the 1940
Act. The Committee's functions include selecting and recommending to the Board
of Directors nominees for election as directors of the Fund. 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 Fund, c/o the Fund'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.
The Fund has a Contracts Committee composed of all directors who are not
considered to be "interested persons" of the Fund 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 Fund proposes to enter into, renew or continue and to make its
recommendations to the full Board of Directors on these matters.
Each director is paid a fee of $900 per annum plus $200 for each Board of
Directors meeting attended and $200 for each meeting attended as a member of a
committee of the Board of Directors.
There were four Board of Directors, two Audit Committee, one Nominating
Committee and one Contracts Committee meetings during the year ended July 31,
1999. All incumbent directors attended at least 75% of all Board meetings and
meetings of the committees of which they were members.
5
<PAGE>
The Fund 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 COMPENSATION) FROM TOTAL NUMBER
(INCLUDING VOLUNTARILY ALL FUNDS MANAGED BY CAPITAL OF FUND
DEFERRED COMPENSATION(1)) RESEARCH AND MANAGEMENT BOARDS ON
FROM THE FUND DURING FISCAL COMPANY DURING THE FISCAL WHICH
DIRECTOR OR NOMINEE YEAR ENDED 7/31/99 YEAR ENDED 7/31/99 DIRECTOR SERVES(2)
------------------- ------------------ ------------------ ------------------
<S> <C> <C> <C>
Richard G. Capen,
Jr. ................. none(3) $42,700 5
H. Frederick
Christie............. $2,500(4) 203,600 19
Don R. Conlan.......... none(5) none(5) 12
Diane C. Creel......... 2,500(4) 48,000 12
Martin Fenton.......... 2,900(4) 130,600 15
Leonard R. Fuller...... 2,500(4) 51,600 13
Abner D. Goldstine..... none(5) none(5) 12
Paul G. Haaga, Jr...... none(5) none(5) 14
Richard G. Newman...... 4,150(4) 107,100 13
Frank M. Sanchez....... none(3) none(3) 3
</TABLE>
- ------------------------------
(1) Amounts may be deferred by eligible directors under a non-qualified
deferred compensation plan adopted by the Fund in 1994. 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) Includes funds managed by Capital Research and Management Company and
affiliates.
(3) Richard G. Capen, Jr. and Frank M. Sanchez have been nominated as
directors of the Fund and had not received any remuneration from the Fund
as of its 7/31/99 fiscal year end.
(4) Since the deferred compensation plan's adoption in 1994, the total amount
of deferred compensation accrued by the Fund (plus earnings thereon) for
participating directors is as follows: H. Frederick Christie ($6,512),
Diane C. Creel ($1,597), Martin Fenton ($1,344), Leonard R. Fuller
($3,531) and Richard G. Newman ($17,311).
(5) Don R. Conlan, Abner D. Goldstine and Paul G. Haaga, Jr. are affiliated
with the Fund's Investment Adviser and, therefore, receive no remuneration
from the Fund.
6
<PAGE>
OTHER EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
OFFICER
NAME (POSITION WITH CONTINUOUSLY
FUND) AND AGE PRINCIPAL OCCUPATION(1) SINCE(2)
------------- ----------------------- --------
<S> <C> <C>
Mark R. Macdonald Vice President - Investment 1996
(President and PEO) Management Group, Capital
40 Research and Management
Company
Neil L. Langberg Vice President - Investment 1994
(Senior Vice President) Management Group, Capital
46 Research and Management
Company
Michael J. Downer Senior Vice President - 1994
(Vice President) Fund Business Management
44 Group, Capital Research and
Management Company
David A. Hoag Director and Vice 1997
(Vice President) President, Capital Research
33 Company
Edward B. Nahmias Vice President, Capital 1999
(Vice President) Research Company
47
Julie F. Williams Vice President - Fund 1994
(Secretary) Business Management Group,
51 Capital Research and
Management Company
Anthony W. Hynes, Jr. Vice President - Fund 1994
(Treasurer) Business Management Group,
36 Capital Research and
Management Company
</TABLE>
- ------------------------------
(1) The occupations shown reflect the principal employment of each individual
during the past five years.
(2) Officers 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 FUND. ALL DIRECTORS AND OFFICERS AS A GROUP OWNED
BENEFICIALLY FEWER THAN 1% OF THE SHARES OUTSTANDING ON SEPTEMBER 3, 1999.
7
<PAGE>
2. APPROVAL OF AMENDMENT TO THE FUND'S ARTICLES OF INCORPORATION (REDUCTION IN
PAR VALUE)
On August 10, 1999, the Fund's Board of Directors unanimously voted to
approve an amendment to the Fund's Articles of Incorporation to reduce the par
value of shares of capital stock of the Fund from $.01 to $0.001 per share, and
to submit the amendment to the Fund's shareholders with the Board's
recommendation that it be approved.
Under Maryland law, the par value of shares determines the amount of a
corporation's stated capital. Stated capital has little meaning in the case of
an investment company like the Fund. However, when the Fund's increases its
authorized capital stock, it must pay a registration fee to the State of
Maryland based on the aggregate par value of the new shares. This change will
have no effect on the value of your shares. The Board of Directors therefore
recommends that the par value of the Fund's shares of capital stock be reduced
in order to save the Fund some expense in connection with the proposed increase
in authorized capital stock.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THIS
PROPOSAL
3. APPROVAL OF THE ELIMINATION OR REVISION OF CERTAIN OF THE FUND'S
FUNDAMENTAL INVESTMENT POLICIES
INTRODUCTION AND SUMMARY
Some of the Fund's existing fundamental investment restrictions reflect
regulatory, business or industry conditions, practices or requirements that have
changed or no longer exist. With the passage of time, the development of new
practices, and changes in regulatory standards, management believes certain
fundamental restrictions ought to be revised or eliminated.
The Board of Directors, together with the Fund's senior officers, have
analyzed the current fundamental investment restrictions, and have concluded
that three restrictions should be amended. One restriction would be revised but
remain fundamental, and two restrictions would be eliminated.
The proposed investment restrictions have been drafted to maintain
important investor protections while providing flexibility to respond to future
legal, regulatory and market changes. By reducing the number of policies that
can be changed only by shareholder vote, the Board of Directors and the Fund
will have greater flexibility to modify Fund policies, as appropriate, in
response to changing markets and in light of new investment opportunities and
instruments. The Fund will then be able to avoid the costs and delays associated
with a shareholder meeting when making changes to the non-fundamental investment
policies that the Board may consider desirable.
8
<PAGE>
IMPORTANTLY, THE PROPOSED AMENDMENTS DO NOT AFFECT THE INVESTMENT OBJECTIVE
OF YOUR FUND, WHICH REMAINS UNCHANGED. MOREOVER, THE BOARD DOES NOT ANTICIPATE
THAT THE CHANGES, INDIVIDUALLY OR IN THE AGGREGATE, WILL CHANGE TO A MATERIAL
DEGREE THE LEVEL OF INVESTMENT RISK ASSOCIATED WITH AN INVESTMENT IN THE FUND.
The text of each proposed change to the Fund's fundamental restrictions is
set forth below. Shareholders may vote for any or all of the changes that are
the subject of Proposal 3.
RESTRICTION PROPOSED TO BE REVISED BUT REMAIN FUNDAMENTAL
3A. DIVERSIFICATION
The Fund is "diversified" for purposes of the 1940 Act. This means that,
with respect to 75% of the Fund's total assets, the Fund may not purchase a
security if (i) more than 5% of such assets would be invested in the securities
of a single issuer, or (ii) the Fund would own more than 10% of the outstanding
voting securities of a single issuer. Under the proposed language, which
conforms to this statutory standard, the Fund would have the flexibility to
invest, with respect to a portion (up to 25%) of its total assets, more than 5%
of such assets in a single issuer. In addition, because it is not possible to
describe every case in which a securities issuer will be treated as separate,
especially for securities not yet issued, the current clarifying language would
be removed.
Current Text (Fundamental)
[The Fund may not...] with respect to 75% of the Fund's total assets,
purchase any security of any issuer (other than securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities),
if, as a result of such investment (a) more than 5% of the Fund's total
assets would be invested in securities of that issuer; or (b) the Fund
would hold more than 10% of the voting securities of that issuer. For the
purpose of this restriction, the Fund will regard each state, each
political subdivision, agency or instrumentality of such state, each
multi-state agency of which such state is a member, and each public
authority which issues industrial developments bonds on behalf of a private
entity as a separate issuer;
Proposed Text (Fundamental)
[The Fund may not...] with respect to 75% of the Fund's total assets,
purchase the security of any issuer (other than securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities) if,
as a result, (a) more than 5% of the Fund's total assets would be invested
9
<PAGE>
in securities of that issuer, or (b) the Fund would hold more than 10% of
the outstanding voting securities of that issuer.
RESTRICTIONS PROPOSED TO BE ELIMINATED
Neither of the following investment restrictions is required under the 1940
Act. They were originally adopted in response to state law restrictions or
interpretations that no longer apply to the Fund. Therefore, in order to
increase the ability of Fund management to manage the Fund's assets effectively
and efficiently in response to market and regulatory change, it is proposed that
these investment restrictions, which are currently listed as fundamental, be
eliminated. Further explanations pertaining to specific restrictions are set
forth below.
3B. PLEDGING ASSETS
In certain circumstances this restriction could interfere with the Fund's
ability to borrow temporarily for extraordinary or emergency purposes. The
Fund's current borrowing limits would remain unchanged.
Current Text
[The Fund may not...] pledge or hypothecate any of its assets, except in an
amount up to one-third of the value of its total assets, but only to secure
borrowings for temporary or emergency purposes.
3C. OIL, GAS OR MINERAL EXPLORATION
At one time, certain state regulators felt it appropriate to limit
investments in oil and gas partnerships as a means to protect investors from
speculative investments and to reduce overall portfolio risk. Industry practice
has been to manage these risks through prudent investment practices and explicit
diversification and concentration policies.
Current Text
[The Fund may not...] invest in oil, gas, or other mineral exploration or
development programs or leases.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THESE
PROPOSED CHANGES TO FUNDAMENTAL INVESTMENT RESTRICTIONS.
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4. RATIFICATION OF THE SELECTION BY THE BOARD OF DIRECTORS OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANT
Shareholders are requested to ratify the selection by the Board of
Directors (including a majority of the directors who are not "interested
persons" of the Fund as that term is defined in the 1940 Act) of
PricewaterhouseCoopers LLP as independent accountant for the Fund for the fiscal
year 2000. In addition to the normal audit services, PricewaterhouseCoopers LLP
provides services in connection with the preparation and review of federal and
state tax returns for the Fund. PricewaterhouseCoopers LLP has served as the
Fund's independent accountant since the Fund's inception and has advised the
Fund that it has no material direct or indirect financial interest in the Fund
or its affiliates. The Fund's Audit Committee recommended that
PricewaterhouseCoopers LLP be selected as the Fund's independent accountant for
the current fiscal year. The employment of the accountant is conditioned upon
the right of the Fund to terminate such employment at any time without any
penalty. No representative of PricewaterhouseCoopers LLP is expected to attend
the Meeting of Shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF
ITS SELECTION OF PRICEWATERHOUSECOOPERS LLP
11
<PAGE>
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 the matters set forth herein. If any other matters requiring a vote of
shareholders arise, the Proxies will confer upon the person or persons entitled
to vote the Shares they represent a discretionary authority to vote the Shares
in respect to any such other matters in accordance with their best judgment in
the interest of the Fund and its shareholders.
SHAREHOLDER PROPOSALS
Any shareholder proposals for inclusion in Proxy solicitation material for
a shareholders meeting should be submitted to the Secretary of the Fund, at the
Fund's principal executive offices, 333 South Hope Street, Los Angeles, CA
90071. Any such proposals must comply with the requirements of federal and state
laws and regulations, including rule 14a-8 under the Securities Exchange Act of
1934.
Under the laws of Maryland, where the Fund is incorporated, and the Fund's
Articles of Incorporation and By-Laws, the Fund is not required to hold regular
meetings of shareholders. Under the 1940 Act, a vote of shareholders is required
from time to time for particular matters but not necessarily on an annual basis.
As a result, the Fund does not expect to hold shareholders meetings on a regular
basis, and any shareholder proposal received may not be considered until such a
meeting is held.
GENERAL INFORMATION
Capital Research and Management Company is the investment adviser to the
Fund 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 Fund's shares and is located at the Los
Angeles and Brea addresses above and also at 3500 Wiseman Boulevard, San
Antonio, TX 78251, 8332 Woodfield Crossing Boulevard, Indianapolis, IN 46240,
and 5300 Robin Hood Road, Norfolk, VA 23513.
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of the Fund. The Fund will pay the cost of soliciting proxies, consisting of
printing, handling and mailing of the Proxies and related materials. In addition
to solicitation by mail, certain officers and directors of the Fund, who will
receive no extra compensation for their services, may solicit by telephone,
telegram or personally. WE URGE ALL SHAREHOLDERS TO MARK, DATE, SIGN, AND RETURN
THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES. YOU MAY ALSO VOTE YOUR PROXY BY TELEPHONE OR THE
12
<PAGE>
INTERNET BY FOLLOWING INSTRUCTIONS THAT APPEAR ON THE ENCLOSED PROXY INSERT.
YOU MAY OBTAIN A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT, WITHOUT
CHARGE, BY WRITING TO THE SECRETARY OF THE FUND AT 333 SOUTH HOPE STREET, LOS
ANGELES, 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
JULIE F. WILLIAMS
Secretary
October 12, 1999
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This Notice of Meeting of Shareholders
and Proxy Statement has been printed
on recycled paper that meets the
guidelines of the United States
Environmental Protection Agency.
LOGO
<PAGE>
PROXY CARD AMERICAN HIGH-INCOME MUNICIPAL BOND FUND, INC. PROXY CARD
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND
FOR THE MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 1, 1999
The undersigned hereby appoints Michael J. Downer, Paul G. Haaga, Jr., Anthony
W. Hynes, Jr., and Julie F. Williams, and each of them, his/her true and lawful
agents and proxies with full power of substitution to represent the undersigned
at the Meeting of Shareholders to be held at the Office of The Capital Group
Companies, Inc., 11100 Santa Monica Boulevard, 15th Floor, Los Angeles,
California, on Wednesday, December 1, 1999 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 ITEMS 2, 3 AND 4.
CONTROL NUMBER:
NOTE: 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.
Signature
Signature of joint owner, if any
Date
AMERICAN HIGH-INCOME MUNICIPAL BOND FUND, INC.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: []
<TABLE>
<CAPTION>
1. Election of FOR ALL WITHHOLD ALL FOR ALL EXCEPT
Directors:
<S> <C> <C> <C> <C>
01 Richard G. 06 Leonard R.
Capen, Jr. Fuller
02 H. Frederick 07 Abner D. [] [] []
Christie Goldstine
03 Don R. Conlan 08 Paul G. Haaga,
Jr.
04 Diane C. Creel 09 Richard G.
Newman
05 Martin Fenton 10 Frank M. Sanchez
</TABLE>
To withhold your vote for any individual nominee, mark the "For All Except" box
and write the nominee's number on the line provided below.
_____________________________________________________________________
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. Approval of an amendment to the Articles of [] [] []
Incorporation reducing the par value per share:
3. Approval of the proposed changes to the
Fund's investment restrictions:
3A. Amend restriction regarding diversification [] [] []
3B. Eliminate restriction on pledging assets [] [] []
3C. Eliminate restriction regarding oil, gas or [] [] []
mineral exploration
4. Ratification of selection of [] [] []
PricewaterhouseCoopers LLP as independent
accountant:
</TABLE>
In their discretion, upon other matters as may properly come before the
meeting.
IMPORTANT
SHAREHOLDERS CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS BY PROMPTLY RETURNING THIS PROXY.
