SELIGMAN CASH MANAGEMENT FUND INC
N-30D, 1995-03-07
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- - -------------------------------------------------------------------------------
Seligman
Cash
Management
Fund, Inc.
- - -------------------------------------------------------------------------------
A Money Market Fund
- - -------------------------------------------------------------------------------
19th Annual Report
1994
- - -------------------------------------------------------------------------------
[Logo]

SELIGMAN FINANCIAL SERVICES, INC.
an affiliate of
[Logo]
J.& W. SELIGMAN & CO.
INCORPORATED
ESTABLISHED 1864
100 Park Avenue, New York, NY 10017

This report is intended only for the  information of  shareholders  or those who
have  received  the  offering  prospectus  covering  shares of Capital  Stock of
Seligman Cash Management Fund, Inc., which contains  information about the sales
charge,  management  fees, and other costs.  Investments in the Fund are neither
insured nor guaranteed by the U.S. Government and there is no assurance that the
Fund  will be able to  maintain  a stable  net asset  value of $1.00 per  share.
Performance  data quoted  represents  past  performance  and does not  guarantee
future  results.  Investment  returns  will  vary.  Please  read the  prospectus
carefully before investing or sending money.
TXCM2 12/94

<PAGE>
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Seligman Cash Management Fund, Inc.
- - -------------------------------------------------------------------------------

          A money  market  mutual  fund that seeks to  preserve  capital  and to
maximize   liquidity  and  current  income  through  its  Prime  and  Government
Portfolios.   The  Prime  Portfolio   invests  in   high-quality   money  market
instruments.  The  Government  Portfolio  invests only in short-term  securities
issued or guaranteed  by the U.S.  Government  and  repurchase  agreements  with
respect to those securities. 

Highlights of 1994
- - -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              Prime Portfolio     Prime Portfolio           Government
                                                                      Class A             Class D            Portfolio
                                                            December 31, 1994   December 31, 1994    December 31, 1994
- - ----------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                   <C>                 <C>        
Net Assets..............................................         $194,405,543          $3,457,990          $22,035,623
                                                                 ------------          ----------          -----------

Net Asset Value per Share...............................                $1.00               $1.00                $1.00
Number of Shareholders..................................                9,584                 141                  521
                                                                        -----                 ---                  ---

Dividends...............................................                $.034               $.024                $.032
                                                                        -----               -----                -----

Net Yield per Share.....................................                3.41%               2.32%                3.18%
Effective Yield per Share with Dividends
   Invested Monthly.....................................                3.46%               2.35%                3.22%
                                                                        ----                ----                 ---- 
</TABLE>


                                       1
<PAGE>

- - -------------------------------------------------------------------------------
To the Shareholders
- - -------------------------------------------------------------------------------

We are pleased to report Seligman Cash  Management  Fund's  investment  results,
portfolio holdings, and audited financial statements for the year ended December
31, 1994.
Special Note to Shareholders
Effective  January  26,  1995,  the  net  assets  of  Seligman  Cash  Management
Fund-Government  Portfolio  were  combined  with the net assets of Seligman Cash
Management  Fund-Prime  Portfolio,  Class A shares, in a transaction approved by
shareholders  of the  Government  Portfolio  on  January  17,  1995.  The "Prime
Portfolio"  will now be referred to as Seligman Cash  Management  Fund, as it is
now the sole  portfolio of the Fund.  For the year,  Class A shares of the Prime
Portfolio  provided  a net  annualized  yield  of  3.41%,  and an  effective  or
compounded yield of 3.46% for shareholders who invested  dividends in additional
shares.  The Class D shares  provided a net  annualized  yield of 2.32%,  and an
effective or compounded yield of 2.35% for  shareholders who invested  dividends
in additional  shares for the period.  For both Class A and D shares,  the total
investments  at year end of $198.7  million were  diversified  among 24 issuers,
with 67.3% invested in commercial paper, 2.5% held in bank notes, 25.6% invested
in fixed time  deposits,  and the  remaining  4.6% in bankers'  acceptances.  At
December 31, the average  weighted  maturity of the Prime Portfolio was 33 days.
The Government  Portfolio  provided a 3.18% net annualized yield for 1994, and a
3.22%  effective  yield  for  those   shareholders  who  invested  dividends  in
additional  shares.  At year  end,  the  $21.9  million  of  investments  in the
Government  Portfolio was 50.2%  invested in repurchase  agreements and 49.8% in
U.S.  Treasury bills.  The repurchase  agreements are backed by U.S.  Government
obligations, guaranteed as to payment of principal and interest. At December 31,
the average weighted maturity of the Government  Portfolio was 34 days.  Looking
back on 1994, the one generalization that can be made with confidence is that it
was a turbulent  and trying year for  investors.  However,  the Federal  Reserve
Board's  (FRB) six  interest  rate  increases  in 1994 pushed the federal  funds
rate--the interest rate charged for interbank loans--up from 3.00% on January 3,
1994, to 5.50% on January 3, 1995, and the discount  rate--the interest rate the
FRB charges  member  banks--up  from 3.00% on  December  31,  1993,  to 4.75% on
December 31, 1994. These increases  positively affected the yields of short-term
fixed-income  securities in general,  and your Fund in particular.  The yield on
the three-month Treasury bill, which began 1994 at 3.08%, ended the year with an
attractive  yield of 5.68%.  Please refer to page 3 for a  discussion  with your
Portfolio  Manager about your Fund's  performance in 1994. For more  information
about Seligman Cash Management  Fund, or your  investment in its shares,  please
write or call the toll-free telephone numbers listed on page 15. By order of the
Board of Directors,


/s/ William C. Morris
    -----------------

William C. Morris
Chairman


/s/ Ronald T. Schroeder
    -------------------

Ronald T. Schroeder
President


February 3, 1995

                                       2
<PAGE>
- - -------------------------------------------------------------------------------
Annual Performance Overview
- - -------------------------------------------------------------------------------

[photograph] Your Portfolio Manager 

     During the past year, John A. Tomasulo,  Vice President of J. & W. Seligman
& Co. Incorporated,  served as the Portfolio Manager of Seligman Cash Management
Fund.  As of January 1, 1995,  Leonard J. Lovito,  Vice  President,  has resumed
portfolio  management  responsibilities  of the Fund.  Mr. Lovito also serves as
Portfolio  Manager of the  Seligman  U.S.  Government  Securities  Series of the
Seligman  High Income  Fund  Series.  Mr.  Lovito  joined  Seligman in 1984 as a
fixed-income  trader  and has more  than 11 years of  fixed-income  trading  and
portfolio management experience.

Economic Factors Affecting Seligman Cash Management Fund

     "The strong economic growth and  anticipation  of higher  inflation,  which
prompted the Federal Reserve Board to raise short-term interest rates six times,
resulted in an increased yield for your Fund in 1994." 

Your Manager's Investment Strategy 

     "The  portfolio  maintained  a shorter  average  maturity  in order to take
advantage of the rise in  short-term  interest  rates.  The  portfolio  was also
invested in money market  instruments of the highest quality  available within a
diverse group of industries."

Looking Ahead 

     "Because  the  Federal  Reserve  Board is  expected  to  continue  to raise
short-term  interest  rates until it  believes  they are high enough to slow the
economy to a non-inflationary pace, the upward pressure on short-term rates will
remain,  which  translates into higher yields for your Fund. We remain committed
to  purchasing  the highest  quality money market  instruments  and to stressing
diversification  among  industries,  which is a strategy  that served us well in
1994 and should continue to do so in the future."


                                       3
<PAGE>

- - -------------------------------------------------------------------------------
Portfolios of Investments                                    December 31, 1994
- - -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  Annualized
                                                                   Yield on           Principal
                                                                 Purchase Date         Amount               Value
                                                                 -------------        ---------             -----      
PRIME PORTFOLIO


<S>                                                                  <C>            <C>                  <C>        
Commercial Paper -- 67.6%
Automotive -- 4.7%
Ford Motor Credit Corp., 2/23/95.............................        5.88%          $ 9,400,000          $ 9,319,734
                                                                                                        ------------
Banking -- 27.6%
Banc One Corp., 2/16/95......................................        6.21            10,200,000           10,120,236
Bankers Trust New York Corp., 1/27/95........................        5.48             8,600,000            8,566,460
CoreStates Financial Corp., 1/18/95..........................        5.50             8,700,000            8,677,733
J. P. Morgan & Co., 2/14/95..................................        5.81             9,200,000            9,135,569
NationsBank Corp., 1/9/95....................................        5.65             9,000,000            8,988,860
PNC Funding Corp., 2/21/95...................................        5.88             9,200,000            9,124,407
                                                                                                        ------------
                                                                                                          54,613,265
                                                                                                        ------------
Capital Equipment -- 9.5%
General Electric Capital Corp., 3/9/95.......................        6.29             9,500,000            9,390,381
John Deere Capital Corp., 2/27/95............................        5.86             9,500,000            9,413,059
                                                                                                        ------------
                                                                                                          18,803,440
                                                                                                        ------------
Consumer Goods and Services -- 2.2%
Sara Lee Corp., 3/1/95.......................................        5.97             4,500,000            4,456,561
                                                                                                        ------------
Finance -- 18.5%
American General Finance Corp., 1/12/95......................        5.53             8,800,000            8,785,346
AT&T Capital Corp., 1/9/95...................................        5.27             8,800,000            8,789,831
Associates Corp. of North America, 3/20/95...................        6.24             9,900,000            9,768,082
Pitney Bowes Credit Corp., 2/9/95............................        5.74             9,200,000            9,143,589
                                                                                                        ------------
                                                                                                          36,486,848
                                                                                                        ------------
Insurance -- 5.1%
AIG Funding, 2/7/95..........................................        6.21            10,200,000           10,135,842
                                                                                                        ------------


Total Commercial Paper (Cost $133,815,690)                                                              $133,815,690
                                                                                                        ------------

</TABLE>

______________________
See notes to financial statements.


                                       4
<PAGE>


<TABLE>
<CAPTION>
                                                                  Annualized
                                                                   Yield on           Principal
                                                                 Purchase Date         Amount               Value
                                                                 -------------       ----------             -----
PRIME PORTFOLIO (continued)


<S>                                                                  <C>             <C>                   <C> 
Fixed Time Deposits -- 25.7%
ABN-AMRO Bank, Grand Cayman, 1/3/95..........................        6.08%           $9,000,000          $ 9,000,000
Bank of Nova Scotia, Grand Cayman, 1/3/95....................        5.58             2,000,000            2,000,000
Canadian Imperial Bank of Commerce,
   Grand Cayman, 1/3/95......................................        5.89             9,000,000            9,000,000
First National Bank of Chicago,
   Grand Cayman, 1/3/95......................................        5.89             9,800,000            9,800,000
National Westminster Bank, Nassau, 1/3/95....................        5.83             1,380,000            1,380,000
Rabo Bank, Grand Cayman, 1/3/95..............................        5.58             9,800,000            9,800,000
Swiss Bank, Grand Cayman, 1/3/95.............................        5.58             9,800,000            9,800,000
                                                                                                        ------------
Total Fixed Time Deposits (Cost $50,780,000) ................                                             50,780,000
                                                                                                        ------------
Bankers' Acceptances -- 4.6%
Republic National Bank of New York, 3/6/95...................        5.98             3,244,347            3,210,319
Republic National Bank of New York, 3/24/95..................        6.15             6,000,000            5,917,043
                                                                                                        ------------
Total Bankers' Acceptances (Cost $9,127,362) ................                                              9,127,362
                                                                                                        ------------
Bank Notes -- 2.5% (Cost $5,000,058)
National Bank of Detroit, 1/23/95............................        5.95             5,000,000            5,000,058
                                                                                                        ------------
Total Investments-- 100.4% (Cost $198,723,110) ..............                                            198,723,110
Other Assets Less Liabilities-- (0.4%) ......................                                               (859,577)
                                                                                                        ------------
Net Assets-- 100.0% .........................................                                           $197,863,533
                                                                                                        ============
             
GOVERNMENT PORTFOLIO
Repurchase Agreements -- 49.9%
First Chicago Capital Markets, Inc., collateralized by:
   $5,015,000 U.S. Treasury Notes, 7 1/4%, 8/31/1996
   with a fair market value of $5,105,187 (maturing 1/3/95)..        5.32%           $5,000,000          $ 5,000,000
HSBC Securities, Inc., collateralized by:
   $990,000 U.S. Treasury Notes, 7 7/8%, 8/15/2001
   with a fair market value of $1,020,571 (maturing 1/3/95)..        5.07             1,000,000            1,000,000
Lehman Government Securities Inc., collateralized by:
   $5,170,000 U.S. Treasury Notes, 4 5/8%, 2/15/1996
   with a fair market value of $5,099,229 (maturing 1/4/95)..        5.83             5,000,000            5,000,000
                                                                                                        ------------
Total Repurchase Agreements (Cost $11,000,000) ..............                                             11,000,000
                                                                                                        ------------
U.S. Treasury Bills -- 49.5%
U.S. Treasury Bills, 1/26/95.................................        5.16             2,000,000            1,992,931
U.S. Treasury Bills, 2/23/95.................................        5.67             4,000,000            3,967,081
U.S. Treasury Bills, 3/23/95.................................        5.58             5,000,000            4,938,125
                                                                                                        ------------
Total U.S. Treasury Bills (Cost $10,898,137) ................                                             10,898,137
                                                                                                        ------------

Total Investments-- 99.4% (Cost $21,898,137) ................                                             21,898,137
Other Assets Less Liabilities-- 0.6% ........................                                                137,486
                                                                                                        ------------
Net Assets-- 100.0% .........................................                                           $ 22,035,623
                                                                                                        ============
</TABLE>
             

______________________
See notes to financial statements.


                                       5
<PAGE>


- - -------------------------------------------------------------------------------
Statements of Assets and Liabilities                        December 31, 1994
- - -------------------------------------------------------------------------------

                                                    Prime            Government 
                                                  Portfolio           Portfolio
                                                  ---------          ----------
Assets:
Investments, at value
  (see portfolios of investments):
Commercial paper ..........................     $ 133,815,690               --
Fixed time deposits .......................        50,780,000               --
Bankers' acceptances ......................         9,127,362               --
Bank notes ................................         5,000,058               --
Repurchase agreements .....................              --           11,000,000
U.S. Treasury bills .......................              --           10,898,137
                                                      ------          ----------

Total investments .........................       198,723,110         21,898,137
Cash ......................................           173,347            142,890
Receivable for Capital Stock sold .........           828,214             63,093
Investment in, and expenses
  prepaid to, shareholder
  service agent ...........................            53,288              3,912
Interest receivable .......................            24,264              4,930
Receivable from Manager ...................            17,173               --
Other .....................................            26,181              8,289
                                                       ------              -----

Total Assets ..............................       199,845,577         22,121,251
                                                  -----------         ----------

Liabilities:
Payable for Capital Stock redeemed ........         1,633,002             41,461
Accrued expenses, taxes, and other ........           349,042             44,167
                                                    ---------             ------

Total Liabilities .........................         1,982,044             85,628
                                                    ---------             ------

Net Assets ................................     $ 197,863,533      $  22,035,623
                                                =============      =============



Composition of Net Assets:
Capital Stock, at par .....................     $   1,978,682      $     220,356
Additional paid-in capital ................       195,889,478         21,815,267
Accumulated net realized loss .............            (4,627)              --
                                                       ------     --------------
Net Assets:
Applicable to 194,410,170
  Prime Portfolio Class A shares,
  3,457,990 Prime Portfolio
  Class D shares, and 22,035,623
  Government Portfolio shares,
  respectively, of $.01 par value
  Capital Stock, equivalent to
  $1.00 per share .........................     $ 197,863,533      $  22,035,623
                                                =============      =============



______________________
See notes to financial statements.


                                       6
<PAGE>


- - -------------------------------------------------------------------------------
Statements of Operations                    For the Year Ended December 31, 1994
- - -------------------------------------------------------------------------------

                                                    Prime            Government
                                                  Portfolio           Portfolio
                                                  __________          _________
Investment income:
Interest ....................................      $ 7,618,984       $   712,059
                                                   -----------       -----------

Expenses:
Management fee ..............................          779,345            67,571
Shareholder account services ................          424,082            36,116
Custodian services ..........................           81,152            10,621
Registration ................................           62,359            11,873
Auditing and legal fees .....................           52,319             5,440
Shareholder reports
  and communications ........................           30,730             1,934
Directors' fees and expenses ................           19,084            13,022
Distribution and service fees ...............           13,027              --
Miscellaneous ...............................           24,197             3,165
                                                        ------             -----

Total expenses before reimbursement .........        1,486,295           149,742
Reimbursement of expenses ...................          (16,822)             --
                                                       -------       -----------

Net expenses after reimbursement ............        1,469,473           149,742
                                                     ---------           -------

Net investment income and increase
  in net assets from operations .............      $ 6,149,511       $   562,317
                                                   ===========       ===========


_______________________
See notes to financial statements.


                                       7
<PAGE>


- - -------------------------------------------------------------------------------
Statements of Changes in Net Assets
- - -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                     Prime Portfolio*                     Government Portfolio**
                                                     ----------------                     ----------------------
                                                  Year Ended December 31                  Year Ended December 31
                                                  ----------------------                  ----------------------

                                                   1994             1993               1994                 1993
                                                   ----             ----               ----                 ----

<S>                                              <C>               <C>                <C>                  <C>        
Operations:
Increase in net assets from operations --
   net investment income ...............         $ 6,149,511       $ 4,261,311        $  562,317            $ 431,063
                                                 -----------       -----------        ----------            ---------

Decrease in net assets from distributions
   -- net investment income -- paid to
    shareholders as dividends:
   Class A .............................          (6,112,909)       (4,261,244)         (562,317)            (431,063)
   Class D .............................             (36,602)              (67)               --                   --
                                                     -------        ----------        ----------           ---------- 

Total...................................          (6,149,511)       (4,261,311)         (562,317)            (431,063)
                                                  ----------        ----------          --------             -------- 

Capital share transactions:
Proceeds from sale of shares-- Class A..         326,737,207       283,374,976        28,803,604           26,399,886
Net asset value of shares issued in
   payment of dividends:
   Class A..............................           5,283,819         3,743,069           442,195              356,613
   Class D..............................              28,078                59                --                   --
Exchanged from associated Funds:
   Class A..............................          61,223,552        34,821,731         9,961,248            2,265,651
   Class D..............................           7,748,357            42,641                --                   --
                                                  ----------        ----------          --------             -------- 

Total...................................         401,021,013       321,982,476        39,207,047           29,022,150
                                                 -----------       -----------        ----------           ----------

Cost of shares redeemed:
   Class A..............................        (322,927,467)     (317,506,325)      (30,239,097)         (38,114,506)
   Class D..............................            (874,978)               --                --                   --
Exchanged into associated Funds:
   Class A..............................         (49,813,081)      (23,690,097)       (2,142,210)          (1,575,229)
   Class D..............................          (3,469,582)          (16,585)               --                   --
                                                  ----------        ----------          --------             -------- 
Total...................................        (377,085,108)     (341,213,007)      (32,381,307)         (39,689,735)
                                                ------------      ------------       -----------          ----------- 

Increase (decrease) in net assets from
   capital share transactions...........          23,935,905       (19,230,531)        6,825,740          (10,667,585)
                                                  ----------       -----------         ---------          ----------- 

Increase (decrease) in net assets.......          23,935,905       (19,230,531)        6,825,740          (10,667,585)
Net Assets:
Beginning of year.......................         173,927,628       193,158,159        15,209,883           25,877,468
                                                 -----------       -----------        ----------           ----------

End of year.............................        $197,863,533      $173,927,628       $22,035,623          $15,209,883
                                                ============      ============       ===========          ===========

</TABLE>

__________________
  *Prime Portfolio began offering Class D shares on May 3, 1993.
 **The Government Portfolio offered one class of shares during the periods 
   presented.
See notes to financial statements.


                                       8
<PAGE>


- - -------------------------------------------------------------------------------
Notes to Financial Statements
- - -------------------------------------------------------------------------------

1. The Fund consists of two separate  investment  portfolios:  "Prime Portfolio"
and  "Government  Portfolio".  Effective  May 3,  1993,  Prime  Portfolio  began
offering two classes of shares: Class A shares and Class D shares, each of which
may be acquired by investors at net asset value.  All shares  existing  prior to
May 3, 1993, have been classified as Class A shares.  Class D shares are offered
only to investors who wish to exchange their Class D shares of other  associated
Funds.  Class D shares are subject to a higher  distribution  fee and contingent
deferred sales load (CDSL) of 1% imposed on certain  redemptions made within one
year of  purchase.  The two classes of shares  represent  interests  in the same
portfolio of  investments,  have the same rights and are generally  identical in
all respects except that each class bears its separate  distribution and certain
class  expenses and has  exclusive  voting  rights with respect to any matter to
which a  separate  vote of any  class is  required.  
2. Significant  accounting  policies followed,  all in conformity with generally
accepted accounting principles, are given below:
a.   The Fund uses the amortized cost method for valuing  portfolio  securities.
     Under this method all  investments  purchased  at a discount or premium are
     valued by amortizing the difference between the original purchase price and
     the maturity value of the issue over the period to maturity.
b.  There is no provision for federal income or excise tax. The Fund has elected
    to be taxed as a regulated  investment  company  and  intends to  distribute
    substantially  all taxable net income and net gain  realized.  Dividends are
    declared daily and paid monthly.
c.  Investment  transactions  are  recorded on trade dates.  Identified  cost of
    investments sold is used for both financial statement and federal income tax
    purposes.  The cost of  investments  for  federal  income  tax  purposes  is
    substantially  the  same  as the  cost  for  financial  reporting  purposes.
    Interest  income,  including  the  amortization  of discount or premium,  is
    recorded as earned.
d.  The Fund may enter into repurchase agreements with commercial banks and with
    broker/dealers  deemed  to  be  creditworthy  by  J.  & W.  Seligman  &  Co.
    Incorporated (the "Manager").  Securities  received as collateral subject to
    repurchase  agreements are deposited with the Fund's custodian and, pursuant
    to the terms of the  repurchase  agreement,  must have an  aggregate  market
    value greater than or equal to the repurchase  price plus accrued  interest,
    at all times. Procedures have been established to monitor, on a daily basis,
    the market value of repurchase  agreements'  underlying securities to ensure
    the existence of the proper level of collateral.
e.  All income, expenses (other than class-specific  expenses), and realized and
    unrealized  gains or losses,  if any, are  allocated  daily to each class of
    shares based upon the relative proportion of the value of shares outstanding
    of each class.  Class-specific  expenses,  which  include  distribution  and
    service fees and any other items that can be  specifically  attributed  to a
    particular class, are charged directly to such class.
3. The  Manager  manages  the  affairs of the Fund and  provides  the  necessary
personnel  and  facilities.  Compensation  of  all  officers  of the  Fund,  all
directors of the Fund who are employees or consultants  of the Manager,  and all
personnel of the Fund and the Manager is paid by the Manager. For the year ended
December 31, 1994, the Manager,  at its discretion,  reimbursed certain expenses
for the Prime Portfolio Class D shares.  The Manager receives a fee,  calculated
daily and paid  monthly,  equal to a per annum  percentage  of each  portfolio's
average daily net assets.
    The  management  fee rate of the Prime  Portfolio is calculated on a sliding
scale  of  0.45% to  0.375%,  based  on  average  daily  net  assets  of all the
investment  companies  managed by the Manager.  The  management fee for the year
ended  December  31,  1994,  was  equivalent  to an annual  rate of 0.44% of the
average daily net assets of the Portfolio.
    For the  Government  Portfolio,  the  management fee rate is calculated on a
sliding  scale of 0.40% to 0.37%,  based on average  daily net assets of all the
investment  companies  managed by the Manager.  The  management fee for the year
ended  December  31,  1994,  was  equivalent  to an annual  rate of 0.40% of the
average daily net assets of the Portfolio.


                                       9
<PAGE>
- - -------------------------------------------------------------------------------
Notes to Financial Statements (continued)
- - -------------------------------------------------------------------------------

    Prime Portfolio,  with respect to Class A shares,  and Government  Portfolio
have an Administration,  Shareholder Services and Distribution Plan (the "Plan")
under  which  service  organizations  can enter into  agreements  with  Seligman
Financial Services,  Inc. (the "Distributor") and receive a continuing fee of up
to 0.25% on an annual  basis of the  respective  portfolio's  average  daily net
assets,  attributable  to the  particular  service  organizations  for providing
personal   services  and/or  the  maintenance  of  shareholder   accounts.   The
Distributor,  and likewise the Fund,  did not make payments  under the Plan with
respect to Class A shares of Prime Portfolio and shares of Government  Portfolio
during the year ended December 31, 1994.
    Effective May 3, 1993,  the Prime  Portfolio  adopted a Plan with respect to
Class D shares under which service  organizations can enter into agreements with
the  Distributor  and receive a continuing fee for providing  personal  services
and/or the maintenance of shareholder accounts of up to 0.25% on an annual basis
of  the  average  daily  net  assets  of  the  Class  D  shares  for  which  the
organizations  are  responsible,  and  fees  for  providing  other  distribution
assistance  of up to 0.75% on an annual basis of such average  daily net assets.
Such fees are paid monthly by the Portfolio to the  Distributor  pursuant to the
Plan. For the year ended December 31, 1994, fees paid amounted to $13,027, or 1%
per annum of the average daily net assets of Class D shares.
    The   Distributor  is  entitled  to  retain  any  CDSL  imposed  on  certain
redemptions  of Class D  shares  occurring  within  one year  from  purchase  of
original  shares which were exchanged into Prime  Portfolio.  For the year ended
December 31, 1994, such charges amounted to $6,468.
    Seligman  Data Corp.,  owned by the Fund and certain  associated  investment
companies,  charged at cost  $420,349 to the Prime  Portfolio and $33,888 to the
Government Portfolio for shareholder account services.  The Fund's investment in
Seligman Data Corp. is recorded at a cost of $3,719.
     Certain officers and directors of the Fund are officers or directors of the
Manager,  the  Distributor  and/or  Seligman  Data Corp.  Fees of  $18,000  were
incurred for legal services of Sullivan & Cromwell,  a member of which firm is a
director of the Fund.  
     The Fund has a compensation  arrangement  under which directors who receive
fees may elect to defer receiving such fees. Interest is accrued on the deferred
balances.  The annual cost of such fees and  interest is included in  directors'
fees and expenses, and the accumulated balances thereof at December 31, 1994, of
$101,533 and $16,046 are included in other  liabilities  for the Prime Portfolio
and the Government Portfolio, respectively.
4. At  December  31,  1994,  there were  2,000,000,000  shares of $.01 par value
Capital Stock authorized,  1,400,000,000  shares designated to Prime Portfolio's
Class A and Class D shares  and  600,000,000  shares  designated  to  Government
Portfolio.  Transactions  in  shares  of  Capital  Stock  can be taken  from the
state-ments  of changes in net assets,  as all capital  share  transactions  are
recorded  at $1.00  per  share.  5.  Class-specific  expenses  charged  to Prime
Portfolio Class A and Class D during the year ended December 31, 1994, which are
included in the corresponding captions of the Statements of Operations,  were as
follows:

                                      Class A    Class D
                                      --------   -------
Registration......................     $24,119   $  500
Shareholder reports and
   communications.................       6,085       43
Distribution and service fees.....         --    13,027

6. At December 31, 1994, Prime Portfolio had a net loss  carryforward of $4,627,
which is available  for offset  against  future  taxable net gains,  expiring in
1999. 7. On January 17, 1995,  shareholders of the Government Portfolio approved
a  transfer  of its net  assets to the  Prime  Portfolio  Class A in a  tax-free
exchange.  As a result,  on January  26,  1995,  21,971,609  shares of the Prime
Portfolio Class A valued at $21,971,609 were exchanged for the net assets of the
Government Portfolio. For each share of Capital Stock owned, shareholders of the
Government  Portfolio received one share of Capital Stock of the Prime Portfolio
Class A. In  addition,  since it is the only  remaining  portfolio  of the Fund,
Prime Portfolio will no longer be designated as such.


                                       10
<PAGE>





- - -------------------------------------------------------------------------------
Financial Highlights
- - -------------------------------------------------------------------------------

The Fund's  financial  highlights are presented  below.  The per share operating
performance  data  is  designed  to  allow  investors  to  trace  the  operating
performance,  on a per share basis, from the Fund's beginning net asset value to
the  ending  net  asset  value  so that  they can  understand  what  effect  the
individual items have on their  investment,  assuming it was held throughout the
period.  Generally,  the per share amounts are derived by converting  the actual
dollar amounts incurred for each item, as disclosed in the financial statements,
to their equivalent per share amount.
    The total  return based on net asset value  measures the Fund's  performance
assuming investors  purchased Fund shares at net asset value as of the beginning
of the period, reinvested dividends paid at net asset value, and then sold their
shares at the net asset value per share on the last day of the period. The total
returns for periods of less than one year are not annualized.

<TABLE>
<CAPTION>

                                                                           Prime Portfolio
                                               ---------------------------------------------------------------------
                                                                 Class A                                Class D
                                               ---------------------------------------------     -------------------
                                                                                                  Year       5/3/93*
                                                                                                  Ended        to
                                                          Year Ended December 31
                                               ---------------------------------------------
                                               1994      1993      1992       1991      1990     12/31/94   12/31/93
                                               ----      ----      ----       ----      ----     --------   --------

<S>                                          <C>       <C>       <C>       <C>        <C>         <C>        <C>
Per Share Operating Performance:
Net asset value, beginning of period.......   $1.000    $1.000    $1.000    $1.000     $1.000    $1.000      $1.000
Net investment income......................     .034      .024      .030      .053       .074      .024        .003
Dividends paid or declared.................    (.034)    (.024)    (.030)    (.053)     (.074)    (.024)      (.003)
                                               -----     -----     -----     -----      -----     -----       ----- 

Net asset value, end of period.............   $1.000    $1.000    $1.000    $1.000     $1.000    $1.000      $1.000
                                              ======    ======    ======    ======     ======    ======      ======


Total return based on
   net asset value ........................     3.46%     2.40%     3.10%     5.53%      7.53%     2.35%        .30%
Ratios/Supplemental Data:
Expenses to average net assets.............      .82%      .77%      .76%      .79%       .80%     1.90%       1.74%+
Net investment income to 
  average net assets                            3.41     %2.37     %3.04     %5.34      %7.40     %2.32       %1.39%+
Net assets, end of period
   (000's) omitted......................... $194,406  $173,902  $193,158  $260,297   $287,518    $3,458         $26
Without management fee waiver or
   reimbursement of expenses:**
Net investment income per share............              $.023     $.029     $.052                $.013       $.002
Ratios:
  Expenses to average net assets...........                .86%      .85%      .86%                3.23%       1.83%+
  Net investment income to average net assets             2.28     %2.95     %5.28%                0.99%       1.30%+

</TABLE>
_________________________
See page 12 for footnotes.


                                       11
<PAGE>

- - -------------------------------------------------------------------------------
Financial Highlights (continued)
- - -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                              Government Portfolio
                                                              -----------------------------------------------------
                                                                             Year Ended December 31
                                                              -----------------------------------------------------
                                                              1994         1993         1992      1991        1990
                                                              ----         ----         ----      ----        ----

<S>                                                           <C>         <C>          <C>        <C>         <C>    
Per Share Operating Performance:
Net asset value, beginning of year......................     $1.000      $1.000       $1.000     $1.000      $1.000
Net investment income...................................       .032        .023         .029       .051        .071
Dividends paid or declared..............................      (.032)      (.023)       (.029)     (.051)      (.071)
                                                              -----       -----        -----      -----       ----- 

Net asset value, end of year............................     $1.000      $1.000       $1.000     $1.000      $1.000
                                                             ======      ======       ======     ======      ======


Total return based on net asset value ..................       3.22%       2.27%        3.01%      5.25%       7.24%
Ratios/Supplemental Data:
Expenses to average net assets..........................        .87%        .81%         .84%       .77%        .83%
Net investment income
   to average net assets................................       3.18%       2.24%        2.94%      5.09%       7.13%
Net assets, end of year (000's omitted).................    $22,036     $15,210      $25,877    $28,597     $29,732
Without management fee waiver:**
Net investment income per share.........................                  $.022        $.028      $.050
Ratios:
  Expenses to average net assets........................                    .86%         .89%       .80%
  Net investment income
     to average net assets..............................                   2.19%        2.89%      5.06%

</TABLE>
________________________
*  Commencement of offering of Class D shares.
** For the years 1991 to 1993, the Manager, at its discretion,  waived a portion
   of  its  management  fees  for  the  Prime  and  Government  Portfolios,  and
   reimbursed certain expenses for the Prime Portfolio Class D shares for 1994.
+  Annualized.
See notes to financial statements.


                                       12
<PAGE>

- - -------------------------------------------------------------------------------
Report of Independent Auditors
- - -------------------------------------------------------------------------------
The Board of Directors and Shareholders,
Seligman Cash Management Fund, Inc.:

We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments,  of Prime  Portfolio and Government  Portfolio of
Seligman  Cash  Management  Fund,  Inc. as of  December  31,  1994,  the related
statements  of  operations  for the year then ended and of changes in net assets
for each of the  years in the  two-year  period  then  ended  and the  financial
highlights for the periods presented.  These financial  statements and financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1994 by  correspondence  with the Fund's  custodian.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly, in all material respects,  the financial position of Prime Portfolio and
Government  Portfolio of Seligman Cash Management  Fund, Inc. as of December 31,
1994, the results of their  operations,  the changes in their net assets and the
financial  highlights  for the respective  stated  periods,  in conformity  with
generally accepted accounting principles.



/s/ Deloitte & Touche LLP
    ---------------------

DELOITTE & TOUCHE LLP
New York, New York
February 3, 1995


                                       13
<PAGE>

- - -------------------------------------------------------------------------------
Board of Directors
- - -------------------------------------------------------------------------------

Fred E. Brown
Director and Consultant,
  J. & W. Seligman & Co. Incorporated

Alice S. Ilchman 3, 4
President, Sarah Lawrence College
Trustee, Committee for Economic Development
Director, NYNEX
Trustee, The Rockefeller Foundation

John E. Merow
Partner, Sullivan & Cromwell, Attorneys

Betsy S. Michel 2, 4
Director or Trustee,
  Various Organizations

William C. Morris 1
Chairman
Chairman of the Board and President,
  J. & W. Seligman & Co. Incorporated
Chairman, Carbo Ceramics Inc.
Director, Daniel Industries, Inc.
Director, Kerr-McGee Corporation

Douglas R. Nichols, Jr. 2, 4
Management Consultant

James C. Pitney 3, 4
Partner, Pitney, Hardin, Kipp & Szuch, Attorneys
Director, Public Service Enterprise Group

James Q. Riordan 3, 4
Director, The Brooklyn Union Gas Company
Trustee, Committee for Economic Development
Director, Dow Jones & Co., Inc.
Director, Public Broadcasting Service

Herman J. Schmidt 2, 4
Director, H.J. Heinz Company
Director, HON Industries, Inc.
Director, MAPCO, Inc.

Ronald T. Schroeder 1
President
Managing Director, J. & W. Seligman & Co. Incorporated

Robert L. Shafer 3, 4
Vice President, Pfizer Inc.
Director, USLIFE Corporation

James N. Whitson 2, 4
Executive Vice President and Director,
  Sammons Enterprises, Inc.
Director, C-SPAN

Brian T. Zino 1
Managing Director, J. & W. Seligman & Co. Incorporated

_________________________
Member:  1 Executive Committee
         2 Audit Committee
         3 Director Nominating Committee
         4 Board Operations Committee


                                       14
<PAGE>

- - -------------------------------------------------------------------------------
Executive Officers
- - -------------------------------------------------------------------------------

William C. Morris
Chairman

Ronald T. Schroeder
President

Leonard J. Lovito
Vice President

Lawrence P. Vogel
Vice President

Thomas G. Rose
Treasurer

Frank J. Nasta
Secretary
- - -------------------------------------------------------------------------------
Manager
J. & W. Seligman & Co. Incorporated
100 Park Avenue
New York, NY 10017

General Counsel
Sullivan & Cromwell

Independent Auditors
Deloitte & Touche LLP

General Distributor
Seligman Financial Services, Inc.
100 Park Avenue
New York, NY 10017

Shareholder Service Agent
Seligman Data Corp.
100 Park Avenue
New York, NY 10017

Important Telephone Numbers
(800) 221-2450   Shareholder Services

(800) 445-1777   Retirement Plan
                 Services

(800) 622-4597   24-Hour Automated
                 Telephone Access Service


                                       15
<PAGE>




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