DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 THE INVESTMENT COMPANY OF AMERICA ------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: --------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: --------------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): --------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: --------------------------------------------------------------------------- (5) Total fee paid: --------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: --------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: --------------------------------------------------------------------------- (3) Filing Party: --------------------------------------------------------------------------- (4) Date Filed: --------------------------------------------------------------------------- Notes: THE INVESTMENT COMPANY OF AMERICA ________ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS APRIL 25, 1995 ________ TO THE SHAREHOLDERS OF THE INVESTMENT COMPANY OF AMERICA: The Annual Meeting of Shareholders of The Investment Company of America (the "Company") will be held at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, on Tuesday, April 25, 1995 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 ten Directors; (2) ratification of the selection by the Board of Directors of Price Waterhouse LLP as the independent accountant for the Company for the year ending December 31, 1995; and (3) such other matters as may properly come before the meeting. The Board of Directors has fixed February 17, 1995, at the close of business, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting. THE PROPOSED BUSINESS CANNOT BE CONDUCTED AT THE ANNUAL MEETING UNLESS THE HOLDERS OF A MAJORITY OF THE SHARES OF THE COMPANY OUTSTANDING ON THE RECORD DATE ARE PRESENT IN PERSON OR BY PROXY. THEREFORE, PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT THAT YOU ATTEND THE MEETING. By order of the Board of Directors, VINCENT P. CORTI Secretary March 13, 1995 IMPORTANT SHAREHOLDERS CAN HELP THE COMPANY AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. THE INVESTMENT COMPANY OF AMERICA 333 SOUTH HOPE STREET, LOS ANGELES, CALIFORNIA 90071 ________ PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS APRIL 25, 1995 ________ The enclosed Proxy is solicited by the Board of Directors of the Company in connection with the Annual Meeting of Shareholders to be held on Tuesday, April 25, 1995. Every Proxy returned in time to be voted at the meeting will be voted and, if a specification is made with respect to any proposal, the Proxy will be voted accordingly. Anyone giving a Proxy may revoke it prior to its exercise, either by filing with the Company a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the meeting and voting in person. At the close of business on February 17, 1995, the record date fixed by the Board of Directors for the determination of shareholders entitled to notice of and to vote at the meeting, there were outstanding 1,089,427,760 Common shares of capital stock, $1 par value per share, the only authorized class of voting securities of the Company (the "Shares"). Each Share is entitled to one vote. There is no provision for cumulative voting. No person owned of record or was known by the Company to own beneficially 5% or more of the outstanding Shares of the Company. This Proxy Statement was first mailed to shareholders on or about March 13, 1995. The Company's Annual Report for the year ended December 31, 1994, including financial statements, has been mailed to shareholders. The Annual Report is not to be regarded as proxy solicitation material or as part of this Proxy Statement. With respect to the election of directors (Item 1), the ten nominees receiving the highest number of votes shall be deemed to be elected. The vote required to approve Item 2 is the affirmative vote of the lesser of (a) 67% or more of all Shares present in person or by proxy, provided the holders of more than 50% of all outstanding voting Shares are present or represented by proxy, or (b) more than 50% of all outstanding voting Shares on the record date. In the event that sufficient votes are not received by the meeting date, a person named as proxy may propose one or more adjournments of the meeting for a period or periods of not more than 120 days in the aggregate to permit further solicitation of Proxies. The persons named as proxies may vote all Proxies in favor of such adjournment. Signed but unmarked Proxies will be voted for the below nominated Directors and in favor of all proposals. Shareholders who return Proxies marked as abstaining from voting on one or more proposals are treated as being present at the meeting for purposes of obtaining the quorum necessary to hold the meeting, but are not counted as part of the vote necessary to approve the proposal(s). 1. ELECTION OF DIRECTORS Ten directors are to be elected at the meeting, each to hold office until the next annual meeting and until a successor is elected and qualified. All of the nominees for director were elected by shareholders at their last Annual Meeting on April 28, 1994. Each of the nominees has agreed to serve as director if elected. If, due to presently unforeseen circumstances, any nominee should not be available for election, the persons named as proxies will vote the signed but unmarked Proxies and those marked for the nominated directors for such other nominee as the present directors may recommend. The table below sets forth certain information regarding the nominees.
NAME OF NOMINEE CURRENT PRINCIPAL YEAR MEMBERSHIPS ON SHARES (POSITION WITH COMPANY OCCUMPATION AND FIRST BOARDS OF OTHER BENEFICIALLY AND AGE) PRINCIPAL EMPLOYMENT ELECTED REGISTERED INVESTMENT OWNED, DIRECTLY DURING PAST FIVE YEARS# A COMPANIES AND PUBLICLY OR INDIRECTLY, AT DIRECTOR HELD COMPANIES FEBRUARY 17, 1995 CHARLES H. BLACK /1/ /3/ Private investor and 1981 AMCAP Fund 44,006 (Director) consultant; former American Variable 68 Executive Vice Insurance Series President Fundamental Investors and Director, JMC Group, Inc. KaiserSteel Corporation Pacific Stock Exchanges (Public Governor) Wilshire Technologies, Inc. JOHN F. BOOKOUT /1/ /2/ /3/ Former Supervisory 1989 McDermott International, 58,591 (Director) Director, Royal Dutch Inc. 72 Petroleum Company; former Director, President and Chief Executive Officer, Shell Oil Company ANN S. BOWERS /1/ /3/ President, The Noyce 1991 Network Peripherals, Inc. 6,855 (Director) Foundation 57 MALCOLM R. CURRIE /1/ /3/ Chairman Emeritus, 1992 LSI Logic Corporation 13,427 (Director) Hughes Aircraft Unocal Corporation 68 Company; U.S. Electricar Chairman of the Board of Trustees, University of Southern California JON B. LOVELACE, JR.* Capital Research and 1959 American Mutual Fund 57,765+ (Chairman of the Board) Management Company, Capital Income Builder 68 Vice New Perspective Fund Chairman of the Board and Chairman of the Executive Committee JOHN G. MCDONALD /1/ /2/ /3/ The IBJ Professor of 1976 American Balanced Fund 6,385 (Director) Finance, Graduate Emerging Markets Growth 57 School Fund of Business, Stanford EuroPacific Growth Fund University The Growth Fund of America The Income Fund of America New Perspective Fund Scholastic Corporation Varian Associates, Inc. Trinet Corp. BAILEY U. MORRIS /1/ /3/ Editor, International 1993 605 (Director) Economic Insights; 50 Senior Fellow, Institute for International Economics; Consultant, The Independent of London WILLIAM C. NEWTON* Senior Partner, The 1985 32,194+ (President and Capital Group Partners, Director) L.P.; former Vice 64 Chairman of the Board, Capital Research and Management Company JAMES W. RATZLAFF* Vice Chairman of the 1991 AMCAP Fund 4,547+ (Executive Vice Board, Capital Research American Balanced Fund President and Director) and Management Company American Mutual Fund 58 Fundamental Investors The Growth Fund of America The Income Fund of America New Perspective Fund OLIN C. ROBISON /1/ /2/ /3/ President of the 1987 American Mutual Fund 1,508 (Director) Salzburg Seminar; 58 President Emeritus, Middlebury College
___________ # Corporate positions, in some instances, may have changed during this period. * Is considered an "interested person" of the Company within the meaning of the Investment Company Act of 1940 (the "1940 Act"), on the basis of his affiliation with Capital Research and Management Company (the "Investment Adviser"). + Includes shares beneficially held under a master retirement plan. /1/ The Company has an Audit Committee composed of the above-designated directors. The function of the Committee includes such specific matters as recommending the independent accountant to the Board of Directors, reviewing the audit plan and results of the audits and considering other matters deemed appropriate for consideration by the Board of Directors and/or the Committee. /2/ The Company has a Nominating Committee which is composed of the above-designated directors. The Committee's functions include selecting and recommending to the Board of Directors nominees for election as directors of the Company. (Pursuant to rule 12b-1, the selection and nomination of directors who are not "interested persons" of the Company must be committed to the discretion of the non-interested directors then in office.) While the Committee normally is able to identify from its own resources an ample number of qualified candidates, it will consider shareholder suggestions of persons to be considered as nominees to fill future vacancies on the Board. Such suggestions must be sent in writing to the Nominating Committee of the Company, c/o the Company's Secretary, and must be accompanied by complete biographical and occupational data on the prospective nominee, along with a written consent of the prospective nominee to consideration of his or her name by the Committee. Suggestions must be received by the Company's Secretary before the end of the Company's fiscal year to be eligible for consideration for nomination at or before the next annual meeting of shareholders. /3/ The Company has a Contracts Committee which is composed of all directors who are not considered to be "interested persons" of the Company within the meaning of the 1940 Act. The Contracts Committee's function is to request, review and consider the information deemed necessary to evaluate the terms of the investment advisory and principal underwriting agreements and the Plan of Distribution under rule 12b-1 that the Company proposes to enter into, renew or continue prior to voting thereon, and to make its recommendations to the full Board of Directors on these matters. There were seven Board of Directors, two Audit Committee, two Nominating Committee and one Contracts Committee meetings during the year ended December 31, 1994. All incumbent directors attended at least 90% of all Board meetings and meetings of the committees of which they were members. The Company has an Advisory Board currently composed of seven persons, all of whom were appointed by the Board of Directors. These individuals are, in the judgment of the Board of Directors, knowledgeable about political and economic matters. In addition to holding meetings from time to time with the Board of Directors, members of the Advisory Board, while not participating in specific investment decisions, may consult from time to time with the Investment Adviser. Members of the Advisory Board, however, possess no authority or responsibility with respect to the Company's investments or management. The Company pays no salaries or other compensation to its directors other than directors' fees, which are paid to those directors who are unaffiliated with the Investment Adviser. Each unaffiliated director is paid a fee of $32,000 per annum, plus $2,000 for each Board of Directors meeting attended, plus $600 for each meeting attended as a member of a Committee. DIRECTOR COMPENSATION: (FOR FISCAL YEAR ENDED DECEMBER 31, 1994)
DIRECTOR OR NOMINEE AGGREGATE TOTAL TOTAL COMPENSATION COMPENSATION NUMBER (INCLUDING FROM ALL FUNDS OF FUND VOLUNTARILY MANAGED BY BOARDS DEFERRED CAPITAL ON WHICH COMPENSATION/1/) RESEARCH AND DIRECTOR FROM COMPANY MANAGEMENT SERVES DURING COMPANY FISCAL YEAR ENDED 12/31/94 Charles H. Black $54,200 $102,300 4 John F. Bookout 49,600 49,600 1 Ann S. Bowers 51,600 51,600 1 Malcolm R. Currie 47,800 47,800 1 Jon B. Lovelace, Jr. none/2/ none/2/ 4 John G. McDonald 55,400/3/ 124,600 6 Bailey U. Morris 47,800 47,800 1 William C. Newton none/2/ none/2/ 1 James W. Ratzlaff none/2/ none/2/ 8 Olin C. Robison 49,000 72,400 2
___________ /1/ Amounts may be deferred by eligible directors under a non-qualified deferred compensation plan adopted by the Company in 1993. Deferred amounts accumulate at an earnings rate determined by the total return of one or more funds in The American Funds Group as designated by the director. /2/ Jon B. Lovelace, Jr., William C. Newton and James W. Ratzlaff are affiliated with the Company's Investment Adviser and, accordingly, receive no remuneration from the Company. /3/ Since the plan's adoption, the total amount of deferred compensation accrued by the Company (plus earnings thereon) for John G. McDonald was $57,184 at December 31, 1994. Amounts deferred and accumulated earnings thereon are not funded and are general unsecured liabilities of the Company until paid to the director. OTHER EXECUTIVE OFFICERS
NAME PRINCIPAL OCCUPATION (1) OFFICER (POSITION WITH COMPANY) CONTINUOUSLY AND AGE SINCE (2) WILLIAM R. GRIMSLEY Capital Research and Management Company, 1987 (Senior Vice President) Senior Vice President 56 R. MICHAEL SHANAHAN Capital Research and Management Company, 1994 (Senior Vice President) Chairman of the Board and Principal 56 Executive Officer GREGG E. IRELAND Capital Research and Management Company, 1994 (Vice President) Vice President 45 ANNE M. LLEWELLYN Capital Research and Management Company, 1984 (Vice President) Associate 47 JAMES B. LOVELACE Capital Research and Management Company, 1994 (Vice President) Vice President 38 DONALD D. O'NEAL Capital Research and Management Company, 1994 (Vice President) Vice President 34 VINCENT P. CORTI Capital Research and Management Company, 1994 (Secretary) Vice President, Fund Business Management 38 Group STEVEN N. KEARSLEY Capital Research and Management Company, 1975 (Treasurer) Vice President and Treasurer 53
___________ (1)The occupations shown reflect the principal employment of each individual during the past five years. Corporate positions, in some instances, may have changed during this period. (2)Officers are elected to hold office until their respective successors are elected, or until they resign or are removed. No officer, director or employee of the Investment Adviser receives any remuneration from the Company. All directors and officers as a group owned beneficially fewer than 1% of the Shares outstanding on February 17, 1995. 2. RATIFICATION OF THE SELECTION BY THE BOARD OF DIRECTORS OF PRICE WATERHOUSE LLP AS INDEPENDENT PUBLIC ACCOUNTANT FOR THE YEAR 1995 Shareholders are requested to ratify the selection by the Board of Directors (including a majority of Directors who are not "interested persons" of the Company as that term is defined in the 1940 Act) of the firm of Price Waterhouse LLP as independent public accountant for the Company for the year 1995. In addition to the normal audit services, Price Waterhouse LLP provided services in connection with the preparation and review of federal and state tax returns for the Company. Price Waterhouse LLP has served as the Company's independent public accountant since inception, and has advised the Company that it has no material direct or indirect financial interest in the Company or its affiliates. No representative of the firm of Price Waterhouse LLP is expected to attend the Annual Meeting. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THEIR SELECTION OF PRICE WATERHOUSE LLP. OTHER MATTERS Neither the persons named in the enclosed Proxy nor the Board of Directors are aware of any matters that will be presented for action at the meeting other than matters set forth herein. Should any other matters properly requiring a vote of shareholders arise, the proxy in the accompanying form will confer upon the person or persons entitled to vote the Shares represented by such proxy discretionary authority to vote the Shares in respect of any such matters in accordance with their best judgment in the interest of the Company and its shareholders. SHAREHOLDER PROPOSALS Notice is hereby given that any shareholder proposals for inclusion in proxy solicitation material for the next annual meeting, must be received by the Company at its principal executive offices, 333 South Hope Street, Los Angeles, CA 90071, by December 1, 1995. Any such proposals must comply with requirements of Rule 14a-8 promulgated under the Securities Exchange Act of 1934. GENERAL INFORMATION Capital Research and Management Company is the investment adviser to the Company and is located at 333 South Hope Street, Los Angeles, CA 90071 and 135 South State College Boulevard, Brea, CA 92621. American Funds Distributors, Inc. is the principal underwriter of the Company's shares and is located at the Los Angeles and Brea addresses above and also at 8000 IH-10 West, San Antonio, TX 78230, 83332 Woodfield Crossing Boulevard, Indianapolis, IN 46240, and 5300 Robin Hood Road, Norfolk, VA 23513. The solicitation of the enclosed Proxies will be borne by the Company. If necessary to ensure satisfactory representation at the meeting, the officers of the Company may solicit Proxies to a limited extent by telephone or telecopier. Any such additional solicitation would be undertaken without cost to the Company, except actual out-of-pocket communication charges which are estimated not to exceed $1,000. ALL SHAREHOLDERS ARE URGED TO MARK, DATE, SIGN, AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT MAY BE OBTAINED, WITHOUT CHARGE, BY WRITING TO THE SECRETARY OF THE COMPANY AT 333 SOUTH HOPE STREET, 52ND FLOOR, LOS ANGELES, CA 90071, OR BY TELEPHONING 800/421-0180. THESE REQUESTS WILL BE HONORED WITHIN THREE BUSINESS DAYS OF RECEIPT. By Order of the Board of Directors, Vincent P. Corti Secretary March 13, 1995 This Notice of Annual Meeting and Proxy Statement has been printed on recycled paper that meets the guidelines of the United States Environmental Protection Agency. PROXY CARD PROXY THE INVESTMENT COMPANY OF AMERICA PROXY SOLICITED ON BEHALF The undersigned hereby appoints Vincent OF THE BOARD OF DIRECTORS P. Corti, William C. Newton, M.J. Barbera OF THE COMPANY FOR THE MEETING and C.D. Dunlop, and each of them, his/her OF SHAREHOLDERS TO BE HELD true and lawful agents and proxies with APRIL 25, 1995 full power of substitution to represent the undersigned at the Annual Meeting of Shareholders to be held at the Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, On Tuesday, April 25, 1995 at 10:00 a.m., on all matters coming before the meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER YOU DIRECTED. IF NO DIRECTION IS GIVEN, WITH RESPECT TO ANY PARTICULAR ITEM, THIS PROXY WILL BE VOTED FOR THE NOMINEES IN ITEM 1 AND FOR ITEM 2. Please sign exactly as your name(s) appear on this card. Joint owners should each sign individually. Corporate proxies should be signed in full corporate name by an authorized officer. Fiduciaries should give full titles. ---------DETACH ALONG PERFORATION AND RETURN IN THE ENVELOPE PROVIDED--------- ------------------------------------------------------------------------------ | IMPORTANT | | Shareholders can help the Company avoid the necessity and expense of | | sending follow-up letters by promptly returning the enclosed proxy. | ------------------------------------------------------------------------------ IMPORTANT INSTRUCTIONS FOR COMPLETING YOUR PROXY VOTE [LOGO] ------------------------------------------------------------------------------ - Please fill in the ovals // in red or black ink. Account Number: - Sign and date your proxy. - Detach proxy and return promptly in the enclosed envelope, which requires no postage if mailed in the United States. ADDRESS CORRECTION If address is not correct as shown, please make correction on this form. DETACH FROM PROXY and return to American Funds Service Company in the enclosed envelope. IMPORTANT - PLEASE DETACH ALONG PERFORATION THE INVESTMENT COMPANY OF AMERICA PROXY 1. Election of Directors // To vote for all nominess // To withhold your vote from all nominees - Charles H. Black - John F. Bookout - Ann S. Bowers - Malcolm R. Currie - Jon B. Lovelace, Jr. - John G. McDonald - Bailey U. Morris - William C. Newton - James W. Ratzlaff - Olin C. Robison To withhold your vote for any individual Account Number: nominee write the nominee's name(s) on Shares owned as of February 17, 1995 the line below. --------------------------------------- For Against Abstain 2. Ratification of selection of Price Waterhouse LLP as independent accountant: // // // In their discretion, upon other matters as may properly come before the meeting. SHAREHOLDER(S) PLEASE SIGN HERE X__________________________X________________________ SIGNED SIGNED _______________ (Date)