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 ss.240.14a-11(c) or ss.240.14a-12
THE DREYFUS THIRD CENTURY FUND, INC.
(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] 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 the 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 is determined):
.....................................................................
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[_] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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THE DREYFUS THIRD CENTURY FUND, INC.
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
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To the Stockholders of
The Dreyfus Third Century Fund, Inc.
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of The
Dreyfus Third Century Fund, Inc. (the "Fund") will be held at the offices of The
Dreyfus Corporation at 200 Park Avenue, 7th Floor West, New York, New York at
10:00 a.m. on August 3, 1999 (the "Meeting"), for the following purposes:
1. To approve an Amendment and Restatement of the Fund's Charter to:
a. Authorize the issuance of additional classes of shares of
the Fund.
b. Revise the Corporate Purposes and Powers clause.
c. Establish that one-third of the Fund's outstanding shares
constitutes a quorum.
d. Revise the liability and indemnification provisions to
reflect current Maryland law.
e. Reduce the par value of the Fund's shares from $0.33-1/3 per
share to $.001 per share, with a commensurate reduction in
the Fund's stated capital.
2. To transact such other business as may properly come before the
Meeting, or any adjournment or adjournments thereof.
Proposal 1 is discussed in the Proxy Statement attached to this Notice.
Each stockholder is invited to attend the Meeting in person. Stockholders of
record at the close of business on May 17, 1999 will be entitled to receive
notice of and to vote at the Meeting.
By Order of the Board of Directors
Secretary
Dated: May 19, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE REVIEW THE
PROXY STATEMENT CAREFULLY, AND SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE SELF-ADDRESSED ENVELOPE PROVIDED. EACH VOTE COUNTS, SO PLEASE RETURN YOUR
PROXY CARD IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER
SOLICITATION.
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THE DREYFUS THIRD CENTURY FUND, INC.
PROXY STATEMENT
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SPECIAL MEETING OF STOCKHOLDERS
This proxy statement (the "Proxy Statement") is furnished in connection
with a solicitation of proxies by the Board of Directors of The Dreyfus Third
Century Fund, Inc. (the "Fund") to be used at the Special Meeting of
Stockholders of the Fund to be held on Tuesday, August 3, 1999 at 10:00 a.m., at
the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 7th Floor
West, New York, New York (the "Meeting"), for the purposes set forth in the
accompanying Notice of Special Meeting of Stockholders. Stockholders of record
at the close of business on May 17, 1999 are entitled to be present and to vote
at the Meeting. Stockholders are entitled to one vote for each Fund share held.
It is estimated that proxy materials will be mailed to stockholders of record on
or about May 26, 1999. The principal executive offices of the Fund are located
at 200 Park Avenue, New York, New York 10166.
The proposal to be voted upon by stockholders of the Fund is as
follows:
Proposal 1 - To approve an amendment and restatement of the Fund's
Articles of Incorporation, as amended (the "Charter"), to (i) authorize the
issuance of additional classes of shares of the Fund, (ii) revise the Corporate
Purposes and Powers Clause, (iii) establish that one-third of the Fund's
outstanding shares constitutes a quorum, (iv) revise the liability and
indemnification provisions to reflect current Maryland law, and (v) reduce the
par value of the Fund's shares from $0.33-1/3 per share to $.001 per share.
Shares represented by executed and unrevoked proxies will be voted in
accordance with the specifications made thereon. Unless instructions to the
contrary are marked on the proxy card, the proxy will be voted in favor of the
proposal. If the enclosed form of proxy is executed and returned, it
nevertheless may be revoked by another proxy or by letter or facsimile directed
to the Fund, which must indicate the stockholder's name and account number. To
be effective, such revocation must be received prior to the Meeting. In
addition, any stockholder who attends the Meeting in person may vote by ballot
at the Meeting, thereby canceling any proxy previously given.
A quorum for the Fund is constituted by the presence in person or by
proxy of the holders of a majority of the Common Stock of the Fund issued and
outstanding and entitled to vote at the Meeting. If a quorum is not present at
the Meeting, or if a quorum is present but sufficient votes to approve the
proposal, or any other proposal properly brought before the Meeting, are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. In determining whether to
adjourn the Meeting, the following factors may be considered: the nature of the
proposals presented to the Meeting, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to stockholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority (greater than 50%) of those shares represented at the Meeting
in person or by proxy. A stockholder vote may be taken on the proposal in this
Proxy Statement prior to any adjournment if sufficient votes have been received
for approval. On April 30, 1999, there were 87,395,045.854 shares of Common
Stock of the Fund outstanding and entitled to vote at the Meeting.
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PROPOSAL 1. APPROVAL OF AN AMENDMENT AND
RESTATEMENT OF THE FUND'S CHARTER
The Fund's Board of Directors has approved and recommends that
stockholders approve a comprehensive amendment and restatement of the Fund's
Charter. A copy of the proposed amendment and restatement of the Charter in the
form being presented for approval, and as approved by the Board of Directors, is
set forth as Exhibit A to this Proxy Statement. A composite of all provisions of
the Fund's Charter currently in effect is set forth as Exhibit B to this Proxy
Statement. Certain material differences between the proposed amendment and
restatement of the Fund's Charter and the existing Charter are described below.
Stockholders are urged to review Exhibits A and B carefully. The Board of
Directors believes that the proposed amendment and restatement of the Charter is
in the best interests of the Fund and its stockholders.
(a) Issuance of Additional Classes of Shares
The Fund's Charter currently provides for the issuance of a single
class of shares without a separate class designation. The Fund's Board of
Directors recommends that Article FIFTH of the Charter be amended to permit the
Directors, without further stockholder action, to cause to be issued one or more
additional classes of shares having such preferences or special or relative
rights and privileges as the Directors may determine, to the extent permitted
under the Investment Company Act of 1940, as amended (the "Act").
The purpose of the amendment would be to permit the Fund to take
advantage of alternative methods of selling Fund shares. The Board of Directors
believes that providing investors with alternative methods of purchasing Fund
shares would (i) enable investors to choose the purchasing method which best
suits their individual situation, thereby encouraging current stockholders to
make additional investments in the Fund and attracting new investors and assets
to the Fund, thus benefiting stockholders by increasing investment flexibility
for the Fund and reducing operating expense ratios due to economies of scale;
(ii) facilitate distribution of the Fund's shares; and (iii) maintain the
competitive position of the Fund in relation to other funds that have
implemented or are seeking to implement similar distribution arrangements.
If this amendment to the Charter is approved by stockholders, the Fund
currently intends to offer six classes of shares--Class A, Class B, Class C,
Class R, Class T and Class Z. The Fund currently expects to commence such
offering on August 31, 1999. The currently existing class of shares will be
designated as Class Z. Each Fund share, regardless of Class, will continue to
represent an identical pro rata interest in the Fund's investment portfolio.
Class Z (existing Fund shares) would be closed to new investors and for
new accounts and would only be offered to stockholders of record of the Fund
prior to the effective date of the proposed changes who will be able to continue
to purchase Class Z shares for their existing accounts without the imposition of
any sales charge. Class Z shares would continue to be subject to a shareholder
services plan pursuant to which the Fund reimburses Dreyfus Service Corporation,
an affiliate of Dreyfus, an amount not to exceed .25% annually of Class Z's
average daily net assets for shareholder account service and maintenance.
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Class A shares would be subject to a maximum front-end sales load of
5.75%. The front-end sales load may be reduced or waived for certain Class A
purchasers. Purchasers of Class A shares generally will be subject to the
following front-end load schedule:
Amount of Transaction Front-End Sales Load (Class A)
--------------------- ------------------------------
Less than $50,000 5.75%
$50,000 to less than $100,000 4.50%
$100,000 to less than $250,000 3.50%
$250,000 to less than $500,000 2.50%
$500,000 to less than $1,000,000 2.00%
$1,000,000 or more 0.00%
Investors purchasing Class A shares in an amount of $1,000,000 or more
would not be subject to a front-end sales load, but would be subject to a
back-end load of 1.0% if they redeemed such Class A shares within one year after
purchase. Class A shares also would be subject to a shareholder services plan
(the "Compensation Plan") pursuant to which the Fund would pay its distributor,
Premier Mutual Fund Services, Inc. (the "Distributor"), a fee at the annual rate
of .25% of the value of the average daily net assets of Class A for shareholder
account service and maintenance, as described below.
Class B shares would not be subject to a front-end sales load, but
would be subject to a maximum back-end load of 4%. The amount of such back-end
load would vary based on the number of years Class B shares are held prior to
redemption as follows:
Year Since Purchase Back-End Load (Class B)
------------------- -----------------------
First 4%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth 1%
Class B shares would be subject to a distribution plan adopted pursuant
to Rule 12b-1 under the Act (the "Distribution Plan") pursuant to which the Fund
would pay the Distributor a fee at the annual rate of .75% of the value of the
average daily net assets of Class B for distributing Class B shares. Class B
shares would also be subject to the Compensation Plan (payable with respect to
the net assets of such Class of shares).
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Class B shares would automatically convert to Class A shares (and would
no longer be subject to Rule 12b-1 fees) approximately six years after the date
on which such Class B shares were purchased. The conversion would be made based
on the relative net asset values of Class A and Class B shares, without imposing
any, load, fee or other charge.
Class C shares would not be subject to a front-end sales load, but
would be subject to a back-end load of 1.0%. The back-end load would apply to
redemptions made within the first year after purchase. Class C shares would be
subject to the same .75% Distribution Plan and .25% Compensation Plan as Class B
(payable, for each plan, with respect to the net assets of such Class). Class C
shares would not have a conversion feature.
Class R shares would be offered at net asset value only to bank trust
departments and other financial service providers acting on behalf of customers
having a qualified trust or investment account or relationship at such
institution, or to customers who have received and hold shares of the Fund
distributed to them by virtue of such an account or relationship, and to
charitable organizations as defined in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended. Class R shares would not be subject to any front-end
or back-end sales load, or to any Rule 12b-1 distribution fee or shareholder
servicing fee.
Class T shares would be subject to a maximum front-end sales load of
4.50%. Purchasers of Class T shares generally will be subject to the following
front-end load schedule:
Amount of Transaction Front-End Sales Load (Class T)
--------------------- ------------------------------
Less than $50,000 4.50%
$50,000 to less than $100,000 4.00%
$100,000 to less than $250,000 3.00%
$250,000 to less than $500,000 2.00%
$500,000 to less than $1,000,000 1.50%
$1,000,000 or more 0.00%
Investors purchasing Class T shares in an amount of $1,000,000 or more
would not be subject to a front-end sales load, but would be subject to a
back-end load of 1.0% if they redeemed such Class T shares within one year after
purchase. Class T shares would be subject to a distribution plan (the "Class T
Distribution Plan") adopted pursuant to Rule 12b-1 under the Act pursuant to
which the Fund will pay the Distributor a fee at the annual rate of .25% of the
value of the average daily net assets of Class T for distributing Class T
shares. The Distributor would be permitted to compensate banks, broker/dealers
or other financial institutions that have entered into agreements with the
Distributor ("Agents") for advertising, marketing and other distribution
services for Class T shares. Class T shares would also be subject to the
Compensation Plan (payable with respect to the net assets of such Class of
shares).
As indicated above, Class A, Class B, Class C and Class T shares would
be subject to the Compensation Plan. Under the Compensation Plan, the Fund would
pay the Distributor for the provision of certain services to the holders of
Class A, Class B, Class C and Class T shares a fee at the annual rate of .25%
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of the value of the average daily net assets of each such Class. The services
provided may include personal services relating to shareholder accounts, such as
answering shareholder inquiries regarding the Fund and providing reports and
other information, and services related to the maintenance of shareholder
accounts. The Distributor would be permitted to pay Agents for providing these
services. The Fund currently reimburses Dreyfus Service Corporation, a
wholly-owned subsidiary of Dreyfus, the Fund's investment adviser, an amount not
to exceed an annual rate of .25% of the value of the Fund's average daily net
assets for the provision of these services pursuant to a shareholder services
plan which will remain in effect with respect to Class Z shares.
Each Class of shares would participate in all other respects on an
equal proportionate basis with all other classes of shares, including as to
investment income, realized and unrealized gains and losses on portfolio
investments and all other operating expenses of the Fund other than expenses
specifically attributable to such Class. All classes of shares will vote
together as a single class at meetings of stockholders, except that shares of a
class which is affected by any matter in a manner materially different from
shares of other classes will vote as a separate class and holders of shares of a
class not affected by a matter will not vote on that matter.
If the proposal is approved, the Fund's name will be changed to "The
Dreyfus Premier Third Century Fund, Inc."
---------------------------
Each of the remaining changes described below is being made to
standardize the provisions of the Fund's Charter with those of other funds in
the Dreyfus Family of Funds that are organized as Maryland corporations.
(b) Corporate Purposes and Powers
The purposes for which the Fund was formed are described in Article
THIRD of the current Charter. The proposed amendment to Article THIRD would
generally update and expand the description of permitted investments under the
Fund's business purpose clause to include certain instruments which are
currently available for investment by the Fund. The amendment would not affect
the Fund's current investment objectives or policies. The amendment, however,
would give the Fund the flexibility to take advantage of investment
opportunities currently available and those which may be available in the
future.
(c) Quorum
The Board recommends amending the Charter to provide that the presence
in person or by proxy of the holders of one-third of the shares of the Fund's
stock entitled to vote would constitute a quorum at any meeting of stockholders.
Currently, the Charter is silent as to quorum. Under Maryland law, unless the
charter of a corporation provides otherwise, a majority of all votes entitled to
be cast at a stockholders' meeting constitutes a quorum. Establishing that
one-third of the Fund's outstanding shares constitutes a quorum should enable
the Fund to conduct future stockholders' meetings without incurring the
increased burden and expense of soliciting votes from at least a majority of the
Fund's shares in order to achieve a quorum. The amendment would not affect the
number of shares required to adopt proposals under Maryland law or the Act.
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(d) Liability and Indemnification of Directors and Officers
After the Fund was organized, the Maryland General Corporation Law was
revised to permit a Maryland corporation to limit the liability of its directors
and officers under certain circumstances and to broaden the indemnification
which a Maryland corporation may make available to its directors and officers.
The Fund's Board of Directors has approved and recommends that stockholders
approve an amendment to the Fund's Charter to reflect current Maryland law.
Maryland law is similar to the laws of most other states, including
Delaware, which limit the risk of personal liability of corporate directors and,
in many cases, officers. These laws respond to concerns about increased
litigation against corporate directors and officers and resulting increased cost
and limited availability of liability insurance for directors and officers.
Concerns also have been raised about the willingness of qualified persons to
serve as directors and officers and the potential for adverse effects on
decision making by persons who serve as directors and officers.
The proposed amendment to the Charter would provide that to the fullest
extent permitted by Maryland law, but subject to the provisions of the Act and
related limitations described below, no director or officer of the Fund shall
have any liability to the Fund or its stockholders for money damages. The
proposed amendment would not protect or purport to protect any director or
officer of the Fund (i) against any liability for noncompliance with any
provision of the Securities Act of 1933, as amended (the "Securities Act"), or
the Act or of any valid rule, regulation or order of the Securities and Exchange
Commission ("SEC") under said Acts, or (ii) against any liability to the Fund or
its stockholders to which such director or officer would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office ("disabling conduct"). The
Act provides that the articles of incorporation of an investment company may not
contain any provision which so protects or purports to protect any director or
officer of an investment company with respect to such disabling conduct. The
proposed amendment also would require that, subject to the provisions of the Act
and such provisions with respect to disabling conduct, the Fund indemnify and
advance expenses to its directors and officers to the fullest extent that
indemnification of directors is permitted by Maryland law. The amendment would
amend the existing Article SEVENTH of the Charter with respect to
indemnification and advances.
If the proposed amendment is approved by stockholders, the Fund's
directors and officers would continue to have personal liability for damages in
suits brought by or on behalf of the Fund in circumstances in which the Maryland
General Corporation Law, the Act or Securities Act does not permit their
personal liability to be limited, as follows: (a) under the Maryland General
Corporation Law, to the extent that (i) it is proved that a director or officer
received an improper benefit or profit in money, property or services, for the
amount of such improper benefit or profit, or (ii) a judgment or other final
adjudication adverse to a director or officer is entered in a proceeding based
on a finding that his action or failure to act was the result of active and
deliberate dishonesty and was material to the cause of action adjudicated in the
proceeding; and (b) under the Act or the Securities Act, to the extent that such
proposed amendment would be effective to (i) require a waiver of compliance with
any provision of the Act or the Securities Act or of any valid rule, regulation
or order of the SEC under those Acts, or (ii) protect or purport to protect any
director or officer of the Fund against any liability to the Fund or its
stockholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. In circumstances in which the personal
liability of directors and officers is limited, claims made by or on behalf of
the Fund against them would be limited to equitable remedies such as injunction.
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The proposed amendment would apply only to claims against a director or
officer arising out of his role as a director or officer, not to his
responsibilities under other laws. It will not limit possible liability to third
parties (acting in a capacity other than as a stockholder) under tort or
contract law, and will not apply with respect to events or omissions occurring
prior to February 8, 1988, the effective date of the revised Maryland law.
Under Maryland law, indemnification against judgments, penalties,
fines, settlements and reasonable expenses may be available to a director unless
his act or omission was material to the cause of action, and was committed in
bad faith or was the result of active and deliberate dishonesty, or the
individual received an improper personal benefit (or, in a criminal case, had
reasonable cause to believe that his act or omission was unlawful).
Indemnification may be made against amounts recoverable by settlement of suits
brought by or in the right of a corporation, except where the individual is
adjudged liable to the corporation. The termination of a civil proceeding by
judgment, order or settlement does not create a presumption that the requisite
standard of conduct was not met. The law also provides that a corporation, in
addition to providing insurance, may fund its indemnification obligations with
trust funds, letters of credit or surety bonds. Advances of reasonable expenses
by a corporation in the course of litigation will be permitted (upon the
undertaking of the director to repay such sums if indemnification is ultimately
denied and a written affirmation of the director's good faith belief that the
standard of conduct necessary for indemnification has been met) without a
preliminary determination as to the ultimate entitlement of the director to be
indemnified. Officers, employees and agents may be indemnified to the same
extent as directors and to such further extent as is consistent with law.
As discussed above, the SEC's Division of Investment Management is of
the view that an indemnification provision in an investment company's articles
of incorporation or by-laws would not violate the relevant provisions of the Act
if (a) it precludes indemnification for any liability, whether or not there is
an adjudication of liability, arising by reason of disabling conduct, and (b) it
sets forth "reasonable and fair means" for determining whether indemnification
shall be made. The Fund's By-Laws currently provide that indemnification shall
be made only following: (a) a final decision on the merits by a court or other
body before whom the proceeding was brought that the person to be indemnified
was not liable by reason of disabling conduct, or (b) in the absence of such a
decision, a reasonable determination, based upon a review of the facts, that the
person to be indemnified was not liable by reason of disabling conduct by (i)
vote of a majority of a quorum of the directors of the Fund who are neither
"interested persons" of the Fund as defined in Section 2(a)(19) of the Act, nor
parties to the proceeding ("disinterested non-party directors"), or (ii) an
independent legal counsel in a written opinion. In addition, pursuant to the
view of the SEC's Division of Investment Management, the Fund's By-Laws
currently provide that the Fund may make advances to a current or former
director or officer of the Fund claiming indemnification for payment of the
reasonable expenses incurred by him in conjunction with proceedings to which he
is a party, provided that, among other things, the person seeking
indemnification shall provide to the Fund a written undertaking to repay any
such advance if it should ultimately be determined that the standard of conduct
necessary for indemnification has not been met, and provided further that at
least one of the following additional conditions is met: (a) the person seeking
indemnification shall provide security in form and amount acceptable to the Fund
for his undertaking; (b) the Fund is insured against losses arising by reason of
any lawful advance; or (c) a majority of the disinterested non-party directors
of the Fund, or independent legal counsel in a written opinion, shall determine
that, based on a review of facts readily available to the Fund at the time the
advance is proposed to be made, there is reason to believe that the person
seeking indemnification ultimately will be found to be entitled to
indemnification.
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It is expected that the Fund's By-Laws will continue to contain these
limitations and conditions with respect to indemnification of and payment of
advances to current and former directors and officers.
If Maryland law is subsequently amended so as to permit further
limitation of the monetary liability of directors and officers, then under the
proposed amendment such liability will be limited to the fullest extent
permitted (but subject to the limitations described above with respect to the
Securities Act, the Act and disabling conduct by a director or officer) without
further action by the Fund's stockholders. The Fund is not aware of any proposed
or anticipated changes to Maryland law which would affect the personal liability
or indemnification of directors or officers of Maryland corporations. The
proposed amendment to the Charter would assure directors and officers that its
protections could not subsequently be withdrawn with respect to actions arising
from events or omissions occurring prior to withdrawal.
Under the new provisions, in certain circumstances, the Fund and its
stockholders will lose the right to recover monetary damages from directors and
officers who might otherwise have been found liable. In addition, directors and
officers may be entitled to more liberal indemnification from the Fund in suits
brought by or in the right of the Fund. To the extent that certain claims
against directors and officers involving a breach of duty are limited to
equitable remedies, the proposed amendment may result in a reduced likelihood of
derivative litigation and may discourage the initiation of suits against
directors and officers for breach of their duty of care.
As to the indemnification provisions described above, it is the opinion
of the SEC that, insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and certain others, such
indemnification is against public policy and is unenforceable.
No litigation of the type covered by the proposed amendment is
currently pending or threatened against any director or officer of the Fund. No
occasion has arisen in which the Fund was required to pay any amount in
indemnification of any director or officer of the Fund. In addition, although
the Fund has not experienced difficulty in attracting and retaining highly
qualified directors and officers, the Board believes that the proposed amendment
will enhance its ability to attract and retain such directors and officers in
the future.
The Board or Directors believes that, in view of the proliferation of
litigation against corporate directors and officers in which difficult business
judgments are tested with the benefit of hindsight, and the need to attract and
retain corporate directors and officers who can make significant corporate
decisions in the best interest of the Fund with the reduced threat of personal
liability, the proposed amendment is in the best interest of the Fund and its
stockholders. Although the current directors of the Fund may personally benefit
from the adoption of this proposed amendment and are thus subject to a conflict
of interest in proposing its approval, the Board believes, for the reasons
stated above, that approval of this proposed amendment is in the best interest
of the Fund and its stockholders.
(e) Reduction of Par Value
The Fund's shares currently have a par value of $0.33-1/3 per share.
The proposed amendment to Article FIFTH would reduce the par value to $.001 per
share. Such reduction in the par value would make it less costly for the Fund to
increase its authorized shares in the future because the fee imposed by Maryland
authorities on increases in the Fund's authorized shares is based on its
aggregate par value. The reduction
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in par value would have the effect of reducing the Fund's stated capital with a
commensurate increase in its capital surplus.
Required Vote and Directors' Recommendation
Approval of this proposal requires the affirmative vote of the holders
of a majority of the Fund's outstanding voting securities. If stockholders of
the Fund do not approve the proposed Charter amendment and restatement, the
Fund's existing Charter will remain in effect.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENT AND
RESTATEMENT OF THE FUND'S CHARTER
ADDITIONAL INFORMATION
INVESTMENT ADVISER
Dreyfus, located at 200 Park Avenue, New York, New York 10166, provides
investment advisory services to the Fund under the terms of an investment
advisory agreement with the Fund.
DISTRIBUTOR
Premier Mutual Fund Services, Inc., located at 60 State Street, Boston,
Massachusetts 02109, serves as the Fund's distributor (the "Distributor"). The
Distributor is a subsidiary of the Boston Institutional Group, Inc. The Fund
sells its shares on a continuous basis through the Distributor, as agent. The
Distributor is not obligated to sell a particular amount of shares.
OWNERSHIP OF FUND SHARES
To the best knowledge of the Fund, as of April 30, 1999, the name,
address and share ownership of each person who owned beneficially or of record
5% or more of the Fund's outstanding voting securities were:
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Name and Address of Owner Number of Shares Percentage of Shares
Outstanding
National Life Insurance Company 6,048,79.184 6.92%
fbo NACO Variable Account
P.O. Box 182029
Columbus, Ohio 43218-2029
National DC Variable Account 4,710,835.343 5.39%
P.O. Box 182029
Columbus Ohio 43218-2029
National Qualified Plans
Variable Account 4,422,298.504 5.06%
P.O. Box 182029
Columbus, Ohio 43218-2029
As of April 30, 1999, the percentage of shares beneficially owned by
all Board members and officers as a group did not exceed one percent of the
Fund's shares outstanding.
OTHER MATTERS
If a proxy, which is properly executed and returned accompanied by
instructions to withhold authority to vote, represents a broker "non-vote" (that
is, a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
shares of the Fund on a particular matter with respect to which the broker or
nominee does not have discretionary power), the Fund's shares represented
thereby will be considered to be present at the Meeting for purposes of
determining the existence of a quorum for the transaction of business. Also, a
properly executed and returned proxy marked with an abstention will be
considered present at the Meeting for the purposes of determining the existence
of a quorum for the transaction of business. However, abstentions and broker
"non-votes" do not constitute a vote "for" or "against" the matter, but have the
effect of a negative vote on the matter which requires approval by the requisite
percentage of the outstanding shares.
The Fund's Board is not aware of any other matters which may come
before the Meeting. However, should any such matters properly come before the
Meeting, it is the intention of the persons named in the accompanying form of
proxy to vote the proxy in accordance with their judgment on such matters.
The Fund will bear the cost of soliciting proxies. In addition to the
use of the mails, proxies may be solicited personally, by telephone or by
telegraph, and the Fund may pay persons holding Fund shares in their names or
those of their nominees for their expenses in sending soliciting materials to
their principals. The Fund may retain an outside firm to assist in the
solicitation of proxies primarily by contacting stockholders by telephone and
telegram, which would cost approximately $60,200 and would be borne by the Fund.
Authorizations to execute proxies may be obtained by telephonic or
electronically transmitted instructions in accordance with procedures designed
to authenticate the stockholder's identity. In all cases where a telephonic
proxy is solicited, the stockholder will be asked to provide his or her address,
social security number (in the case of an individual) or taxpayer identification
number (in the case of a non-individual) and the number of shares owned and to
confirm that the stockholder has received the Proxy Statement and proxy
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card in the mail. Within 72 hours of receiving a stockholder's telephonic or
electronically transmitted voting instructions, a confirmation will be sent to
the stockholder to ensure that the vote has been taken in accordance with the
stockholder's instructions and to provide a telephone number to call immediately
if the stockholder's instructions are not correctly reflected in the
confirmation. Any stockholder giving a proxy may revoke it at any time before it
is exercised by submitting to the Fund a written notice of revocation or a
subsequently executed proxy or by attending the meeting and voting in person.
Unless otherwise required under the Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of stockholders. As a result, the
Fund's stockholders will not consider each year the election of directors or the
appointment of auditors. However, the Fund's Board will call a meeting of its
stockholders for the purpose of electing directors if, at any time, less than a
majority of the directors then holding office have been elected by stockholders.
Under the Fund's By-laws, the directors are required to call a meeting of
stockholders for the purpose of voting upon the question of removal of any such
directors when requested in writing to do so by the stockholders of record of
not less than 10% of the Fund's outstanding shares. Stockholders wishing to
submit proposals for inclusion in the Fund's proxy statement for a subsequent
stockholder meeting should send their written submissions to the principal
executive offices of the Fund at 200 Park Avenue, New York, New York 10166,
Attention: General Counsel.
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NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund by calling 1-800-645-6561 whether other persons
are the beneficial owners of Fund shares for which proxies are being solicited
and, if so, the number of copies of the Proxy Statement and other soliciting
material you wish to receive in order to supply copies to the beneficial owners
of shares.
Dated: May 19, 1999
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
THE FUND WILL FURNISH, WITHOUT CHARGE, COPIES OF ITS MOST RECENT ANNUAL
AND SEMI-ANNUAL REPORTS TO STOCKHOLDERS, TO ANY STOCKHOLDER UPON REQUEST. THE
FUND'S ANNUAL AND SEMI-ANNUAL REPORTS TO STOCKHOLDERS MAY BE OBTAINED FROM THE
FUND BY WRITING TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK
11556-0144 OR BY CALLING 1-800-645-6561.
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<PAGE>
Exhibit A
PROPOSED ARTICLES
OF
AMENDMENT AND RESTATEMENT
----------------------------
FIRST: The name of the corporation (hereinafter called the
"corporation") is The Dreyfus Premier Third Century Fund, Inc.
SECOND: The corporation is formed for the following purpose
or purposes:
(a) to conduct, operate and carry on the business of an investment
company;
(b) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, purchase on margin, own, hold, pledge, sell, assign, transfer, lend,
write options on, effect short sales of, exchange, distribute or otherwise
dispose of and deal in and with, securities of every nature, kind, character,
type and form, including without limitation of the generality of the foregoing,
all types of stocks, shares, bonds, debentures, obligations, notes, bills and
other negotiable and non-negotiable instruments, evidences of interest,
evidences of indebtedness, certificates of interest, certificates of
participation, certificates of deposit, certificates, interests, evidences of
ownership, guarantees, warrants or options, issued or created by any and all
corporations, associations, trusts, entities or persons, public or private,
whether incorporated, created, established or organized under the laws of the
United States of America, any of the States of the United States of America, or
any territory or district or colony or possession thereof, or under the laws of
any foreign country, and including domestic and foreign government and municipal
securities and obligations, bank acceptances, commercial paper and secured call
loans; to pay for the same in cash or by the issue of stock, including treasury
stock, bonds or notes of the corporation or otherwise; and to exercise any and
all the rights, powers and privileges of ownership or interest in respect of any
and all such securities of every kind and description, including, without
limitation, the right to vote thereon and to consent and otherwise act with
respect thereto, with power to designate one or more persons, firms,
associations or corporations to exercise any said rights, powers and privileges
in respect of any said securities.
(c) to borrow money or otherwise obtain credit and to secure the same
by mortgaging, pledging or otherwise subjecting as security the assets of the
corporation, and to endorse, guarantee or undertake the performance of any
obligation, contract or engagement of any other person, firm, association or
corporation.
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(d) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, transfer, and otherwise deal in, shares of stock of
the corporation, including shares of stock of the corporation in fractional
denominations, and to apply to any such repurchase, redemption, retirement,
cancellation or acquisition of shares of stock of the corporation any funds or
property of the corporation whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the State of Maryland.
(e) to conduct its business, promote its purposes and carry on its
operations in any and all of its branches and maintain offices both within and
without the State of Maryland, in any States of the United States of America, in
the District of Columbia and in any other parts of the world; and
(f) to do all and everything necessary, suitable, convenient, or proper
for the conduct, promotion, and attainment of any of the businesses and purposes
herein specified or which at any time may be incidental thereto or may appear
conducive to or expedient for the accomplishment of any of such businesses and
purposes and which might be engaged in or carried on by a corporation
incorporated or organized under the General Corporation Law of Maryland
(hereinafter sometimes referred to as the "General Corporation Law"), and to
have and exercise all of the powers conferred by the laws of the State of
Maryland upon corporations incorporated or organized under the General
Corporation Law.
The foregoing provisions of this Article SECOND shall be
construed both as purposes and powers and each as an independent purpose and
power. The foregoing enumeration of specific purposes and powers shall not be
held to limit or restrict in any manner the purposes and powers of the
corporation, and the purposes and powers herein specified shall, except when
otherwise provided in this Article SECOND, be in no wise limited or restricted
by reference to, or inference from, the terms of any provision of this or any
other Article of these Articles of Incorporation; provided, that the corporation
shall not conduct any business, promote any purpose, or exercise any power or
privilege within or without the State of Maryland which, under the laws thereof,
the corporation may not lawfully conduct, promote, or exercise.
THIRD: The post office address, including street and number,
if any, and the city or county of the principal office of the corporation within
the State of Maryland, and of the resident agent of the corporation within the
State of Maryland, is The Corporation Trust Incorporated, First Maryland
Building, 25 South Charles Street, Baltimore, Maryland 21201. The words
"principal office" and "resident agent" as used herein shall have the meanings
ascribed to them by the General Corporation Law.
FOURTH: (1) The total number of shares of stock which the
corporation has authority to issue is one hundred fifty million shares
(150,000,000 ) of Common Stock, all of which are of a par value of one tenth of
one cent ($.001) each.
(2) The aggregate par value of all the authorized shares of
stock is one hundred fifty thousand dollars ($150,000.00).
2
<PAGE>
(3) The Board of Directors of the corporation is authorized,
from time to time, to fix the price or the minimum price or the consideration or
minimum consideration for, and to authorize the issuance of, the shares of stock
of the corporation and securities convertible into shares of stock of the
corporation.
(4) The Board of Directors of the corporation is authorized,
from time to time, to classify or to reclassify, as the case may be, any
unissued shares of stock of the corporation by setting or changing the
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms or conditions of
redemption of the stock.
(5) Subject to the power of the Board of Directors to classify
and reclassify unissued shares, the shares of each class of stock of the
corporation shall have the following preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption:
(a) (i) All consideration received by the
corporation for the issuance or sale of shares of any class together with all
income, earnings, profits and proceeds thereof, shall irrevocably belong to such
class for all purposes, subject only to the rights of creditors and to the
effect of the conversion of shares of any class of stock into another class of
stock of the corporation, and are herein referred to as "assets belonging to"
such class.
(ii) The assets belonging to such class
shall be charged with the liabilities of the corporation in respect of such
class and with such class's share of the general liabilities of the corporation,
in the latter case in proportion that the net asset value of such class bears to
the net asset value of all classes or in such other manner as may be determined
by the Board of Directors in accordance with law. The determination of the Board
of Directors shall be conclusive as to the allocation of liabilities, including
accrued expenses and reserves, to a class.
(iii) Dividends or distributions on shares
of each class, whether payable in stock or cash, shall be paid only out of
earnings, surplus or other assets belonging to such class.
(iv) In the event of the liquidation or
dissolution of the corporation, stockholders of each class shall be entitled to
receive, as a class, out of the assets of the corporation available for
distribution to stockholders, the assets belonging to such class and the assets
so distributable to the stockholders of such class shall be distributed among
such stockholders in proportion to the number of shares of such class held by
them.
(b) A class may be invested with one or more
other classes in a common investment portfolio. Notwithstanding the provisions
of paragraph (5)(a) of this Article FOURTH, if two or more classes are invested
in a common investment portfolio, the shares of each such class of stock of the
corporation shall be subject to the following preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of
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<PAGE>
redemption, and, if there are other classes of stock invested in a different
investment portfolio, shall also be subject to the provisions of paragraph
(5)(a) of this Article FOURTH at the portfolio level as if the classes invested
in the common investment portfolio were one class:
(i) The income and expenses of the
investment portfolio shall be allocated among the classes invested in the
investment portfolio in accordance with the number of shares outstanding of each
such class or as otherwise determined by the Board of Directors in accordance
with law.
(ii) As more fully set forth in this
paragraph (5)(b) of Article FOURTH, the liabilities and expenses of the classes
invested in the same investment portfolio shall be determined separately from
those of each other and, accordingly, the net asset value, the dividends and
distributions payable to holders, and the amounts distributable in the event of
liquidation of the corporation to holders of shares of the corporation's stock
may vary from class to class invested in the same investment portfolio. Except
for these differences and certain other differences set forth in this paragraph
(5) of Article FOURTH or elsewhere in these Articles of Incorporation, the
classes invested in the same investment portfolio shall have the same
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption.
(iii) The dividends and distributions of
investment income and capital gains with respect to the classes invested in the
same investment portfolio shall be in such amounts as may be declared from time
to time by the Board of Directors, and such dividends and distributions may vary
among the classes invested in the same investment portfolio to reflect differing
allocations of the expenses of the corporation among the classes and any
resultant differences between the net asset values per share of the classes, to
such extent and for such purposes as the Board of Directors may deem
appropriate. The allocation of investment income, realized and unrealized
capital gains and losses, expenses and liabilities of the corporation among the
classes shall be determined by the Board of Directors in a manner that is
consistent with applicable law.
(c) Except as set forth below, on each matter
submitted to a vote of the stockholders, each holder of a share of stock shall
be entitled to one vote for each share standing in his name on the books of the
corporation irrespective of the class thereof. All holders of shares of stock
shall vote as a single class except as may otherwise be required by law pursuant
to any applicable order, rule or interpretation issued by the Securities and
Exchange Commission, or otherwise, or except with respect to any matter which
affects only one or more classes of stock, in which case only the holders of
shares of the class or classes affected shall be entitled to vote.
(d) The proceeds of the redemption of the shares
of any class of stock of the corporation may be reduced by the amount of any
contingent deferred sales charge or other charge (which charges may vary within
and among the classes) payable on such redemption pursuant to the terms of
issuance of such shares, all in accordance with the Investment Company Act of
1940,
4
<PAGE>
as amended, and applicable rules and regulations of the National Association of
Securities Dealers, Inc. ("NASD").
(e) At such times as may be determined by the
Board of Directors (or with the authorization of the Board of Directors, by the
officers of the corporation) in accordance with the Investment Company Act of
1940, as amended, applicable rules and regulations thereunder and applicable
rules and regulations of the NASD and reflected in the corporation's current
registration statement, shares of a particular class of stock of the corporation
may be automatically converted into shares of another class of stock of the
corporation based on the relative net asset values of such classes at the time
of conversion, subject, however, to any conditions of conversion that may be
imposed by the Board of Directors (or with the authorization of the Board of
Directors, by the officers of the corporation) and reflected in the
corporation's current registration statement as aforesaid.
Except as provided above, all provisions of the Articles of
Incorporation relating to stock of the corporation shall apply to shares of, and
to the holders of, all classes of stock.
(6) Notwithstanding any provisions of the General Corporation
Law requiring a greater proportion than a majority of the votes of stockholders
entitled to be cast in order to take or authorize any action, any such action
may be taken or authorized upon the concurrence of at least a majority of the
aggregate number of votes entitled to be cast thereon.
(7) The presence in person or by proxy of the holders of
one-third of the shares of stock of the corporation entitled to vote (without
regard to class) shall constitute a quorum at any meeting of the stockholders,
except with respect to any matter which, under applicable statutes or regulatory
requirements, requires approval by a separate vote of one or more classes of
stock, in which case the presence in person or by proxy of the holders of
one-third of the shares of stock of each class required to vote as a class on
the matter shall constitute a quorum.
(8) The corporation may issue shares of its stock in
fractional denominations to the same extent as its whole shares, and shares in
fractional denominations shall be shares of stock having proportionately to the
respective fractions represented thereby all the rights of whole shares,
including, without limitation, the right to vote, the right to receive dividends
and distributions and the right to participate upon liquidation of the
corporation.
(9) All shares of stock of the corporation now or hereafter
authorized shall be "subject to redemption" and "redeemable", in the sense used
in the General Corporation Law authorizing the formation of corporations, at the
redemption or repurchase price for any such shares, determined in the manner set
out in these Articles of Incorporation or in any amendment thereto; provided,
however, that the corporation shall have the right, at its option, to refuse to
redeem the shares of stock at less than the par value thereof. In the absence of
any specification as to the purpose for which shares of stock of the corporation
are redeemed, shares so redeemed shall be deemed to be "purchased for
retirement" in the sense contemplated by the laws of the State of
5
<PAGE>
Maryland and the number of authorized shares of stock of the corporation shall
not be reduced by the number of any shares repurchased by it.
(10) No holder of any shares of any class of the corporation
shall be entitled as of right to subscribe for, purchase, or otherwise acquire
any shares of any class of the corporation which the corporation proposes to
grant for the purchase of shares of any class of the corporation or for the
purchase of any shares, bonds, securities, or obligations of the corporation
which are convertible into or exchangeable for, or which carry any rights to
subscribe for, purchase, or otherwise acquire shares of any class of the
corporation; and any and all of such shares, bonds, securities or obligations of
the corporation, whether now or hereafter authorized or created, may be issued,
or may be reissued or transferred if the same have been reacquired and have
treasury status, and any and all of such rights and options may be granted by
the Board of Directors to such persons, firms, corporations and associations,
and for such lawful consideration, and on such terms, as the Board of Directors
in its discretion may determine, without first offering the same, or any
thereof, to any said holder.
FIFTH: (1) The number of directors of the corporation, until
such number shall be increased or decreased pursuant to the by-laws of the
corporation, is three (3). The number of directors shall never be less than the
number prescribed by the General Corporation Law.
(2) The names of the persons who currently act as directors of
the corporation and will do so until their respective successors are duly chosen
and qualify are as follows:
Clifford L. Alexander, Jr.
Lucy Wilson Benson
Joseph S. DiMartino
This list will be adjusted for any change in the current Board of Directors of
the corporation that occurs prior to the Articles of Amendment and Restatement
becoming effective.
(3) The power to make, alter, and repeal the by-laws of the
corporation shall be vested exclusively in the Board of Directors of the
corporation.
(4) Any determination made in good faith by or pursuant to the
direction of the Board of Directors, as to: the amount of the assets, debts,
obligations, or liabilities of the corporation or belonging to, or attributable
to any class of shares of the corporation; the amount of any reserves or charges
set up and the propriety thereof; the time of or purpose for creating such
reserves or charges; the use, alteration or cancellation of any reserves or
charges (whether or not any debt, obligation or liability for which such
reserves or charges shall have been created shall have been paid or discharged
or shall be then or thereafter required to be paid or discharged); the value of
any investment or fair value of any other asset of the corporation; the amount
of net investment income; the number of shares of stock outstanding; the
estimated expense in connection with purchases or redemptions of the
corporation's stock; the ability to liquidate investments in orderly fashion;
the extent to which it is practicable to deliver a cross-section of the
portfolio of the corporation in
6
<PAGE>
payment for any such shares, or as to any other matters relating to the issue,
sale, purchase, redemption and/or other acquisition or disposition of
investments or shares of the corporation, or the determination of the net asset
value of shares of the corporation shall be final and conclusive, and shall be
binding upon the corporation and all holders of its shares, past, present and
future, and shares of the corporation are issued and sold on the condition and
understanding that any and all such determinations shall be binding as
aforesaid.
SIXTH: (1) To the fullest extent that limitations on the
liability of directors and officers are permitted by the General Corporation
Law, no director or officer of the corporation shall have any liability to the
corporation or its stockholders for money damages. This limitation on liability
applies to events occurring at the time a person serves as a director or officer
of the corporation whether or not such person is a director or officer at the
time of any proceeding in which liability is asserted.
(2) The corporation shall indemnify and advance expenses to
its currently acting and its former directors to the fullest extent that
indemnification of directors and advancement of expenses to directors is
permitted by the General Corporation Law. The corporation shall indemnify and
advance expenses to its officers to the same extent as its directors and to such
further extent as is consistent with law. The Board of Directors may, through a
by-law, resolution or agreement, make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent permitted by the
General Corporation Law.
(3) No provision of this Article SIXTH shall be effective to
protect or purport to protect any director or officer of the corporation against
any liability to the corporation or its stockholders to which he or she would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence and reckless disregard of the duties involved in the conduct of his
or her office.
(4) References to the General Corporation Law in this Article
SIXTH are to the law as from time to time amended. No amendment to the Articles
of Incorporation of the corporation shall affect any right of any person under
this Article SIXTH based on any event, omission or proceeding prior to such
amendment.
SEVENTH: Any holder of shares of stock of the corporation
shall be entitled to require the corporation to repurchase and the corporation
shall be obligated to repurchase at the option of such holder all or any part of
the shares of stock of the corporation owned by said holder, at the repurchase
price, pursuant to the method, upon the terms and subject to the conditions
hereinafter set forth:
(a) Certificates (if issued) for shares of stock shall be presented for
repurchase in proper form for transfer to the corporation or the agent of the
corporation appointed for such purpose and there shall be presented a written
request that the corporation repurchase all or any part of the shares
represented thereby;
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<PAGE>
(b) The repurchase price per share shall be the net asset value per
share as determined by the corporation at such time or times as the Board of
Directors of the corporation shall designate in accordance with any provision of
the Investment Company Act of 1940, as amended, any rule or regulation
thereunder or exemption or exception therefrom, or any rule or regulation made
or adopted by any securities association registered under the Securities
Exchange Act of 1934.
(c) Net asset value per share of a class shall be determined by
dividing:
(i) The total value of the assets belonging to such
class or, in the case of a class invested in a common
investment portfolio with other classes, such class's
proportionate share of the total value of the assets belonging
to the common investment portfolio, such value determined as
provided in Subsection (d) below less, to the extent
determined by or pursuant to the direction of the Board of
Directors, all debts, obligations and liabilities of such
class (which debts, obligations and liabilities shall include,
without limitation of the generality of the foregoing, any and
all debts, obligations, liabilities, or claims, of any and
every kind and nature, fixed, accrued and otherwise, including
the estimated accrued expenses of management and supervision,
administration and distribution and any reserves or charges
for any or all of the foregoing, whether for taxes, expenses
or otherwise) but excluding such class's liability upon its
shares and its surplus, by
(ii) The total number of shares of such class
outstanding. The Board of Directors is empowered, in its
absolute discretion, to establish other methods for
determining such net asset value whenever such other methods
are deemed by it to be necessary in order to enable the
corporation to comply with, or are deemed by it to be
desirable provided they are not inconsistent with, any
provision of the Investment Company Act of 1940, as amended,
or any rule or regulation thereunder.
(d) In determining for the purposes of these Articles of Incorporation
the total value of the assets of the corporation at any time, investments and
any other assets of the corporation shall be valued in such manner as may be
determined from time to time by the Board of Directors.
(e) Payment of the repurchase price by the corporation may be made
either in cash or in securities or other assets at the time owned by the
corporation or partly in cash and partly in securities or other assets at the
time owned by the corporation. The value of any part of such payment to be made
in securities or other assets of the corporation shall be the value employed in
determining the repurchase price. Payment of the repurchase price shall be made
on or before the
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<PAGE>
seventh day following the day on which the shares are properly presented for
repurchase hereunder, except that delivery of any securities included in any
such payment shall be made as promptly as any necessary transfers on the books
of the issuers whose securities are to be delivered may be made, and, except as
postponement of the date of payment may be permissible under the Investment
Company Act of 1940, as amended, and the rules and regulations thereunder.
The corporation, pursuant to resolution of the Board of
Directors, may deduct from the payment made for any shares repurchased a
liquidating charge not in excess of five per cent (5%) of the repurchase price
of the shares so repurchased, and the Board of Directors may alter or suspend
any such liquidating charge from time to time.
(f) The right of any holder of shares of stock repurchased by the
corporation as provided in this Article SEVENTH to receive dividends or
distributions thereon and all other rights of such holder with respect to such
shares shall terminate at the time as of which the repurchase price of such
shares is determined, except the right of such holder to receive (i) the
repurchase price of such shares from the corporation in accordance with the
provisions hereof, and (ii) any dividend or distribution to which such holder
had previously become entitled as the record holder of such shares on the record
date for such dividend or distribution.
(g) Repurchase of shares of stock by the corporation is conditional
upon the corporation having funds or property legally available therefor.
(h) The corporation, either directly or through an agent, may
repurchase its shares, out of funds legally available therefor, upon such terms
and conditions and for such consideration as the Board of Directors shall deem
advisable, by agreement with the owner at a price not exceeding the net asset
value per share as determined by the corporation at such time or times as the
Board of Directors of the corporation shall designate, less a charge not to
exceed five per cent (5%) of such net asset value, if and as fixed by resolution
of the Board of Directors of the corporation from time to time, and take all
other steps deemed necessary or advisable in connection therewith.
(i) The corporation, pursuant to resolution of the Board of Directors,
may cause the repurchase, upon the terms set forth in such resolution and in
subsections (a) through (g) and subsection (j) of this Article SEVENTH, of
shares of stock owned by stockholders whose shares have an aggregate net asset
value of five hundred dollars or less. The corporation, at its option, pursuant
to resolution of the Board of Directors, also may so cause the redemption of
outstanding shares of stock of any class if the Board of Directors has
determined that it is in the best interests of the corporation and its
stockholders to discontinue issuance of shares of stock of such class.
Notwithstanding any other provision of this Article SEVENTH, if certificates
representing such shares have been issued, the repurchase price need not be paid
by the corporation until such certificates are presented in proper form for
transfer to the corporation or the agent of the corporation appointed for such
purpose; however, the repurchase shall be effective, in accordance with the
resolution of the Board of Directors, regardless of whether or not such
presentation has been made.
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(j) The obligations set forth in this Article SEVENTH may be suspended
or postponed as may be permissible under the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder.
EIGHTH: From time to time any of the provisions of these
Articles of Incorporation may be amended, altered or repealed, and other
provisions authorized by the General Corporation Law at the time in force may be
added or inserted in the manner and at the time prescribed by said Law, and all
rights at any time conferred upon the stockholders of the corporation by these
Articles of Incorporation are granted subject to the provisions of this Article.
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Exhibit B
ARTICLES OF INCORPORATION
OF
THE DREYFUS THIRD CENTURY FUND, INC.
----------------------------
For the purposes of forming a stock corporation for one or
more lawful purposes under the provisions of Title 2 of the General Corporation
Law of Maryland (hereinafter sometimes referred to as the "General Corporation
Law"), the natural person hereinafter named as the person acting as the
incorporator of the said corporation does hereby adopt and sign the following
Articles of Incorporation of the corporation and does hereby acknowledge that
his adoption and signing thereof are his act:
FIRST: (1) The name, including the full given name and
surname, of the incorporator is Susan I. Grant.
(2) The said incorporator's post office address, including the
street and number, if any, including the city or county, and including the state
or country, is 767 Fifth Avenue, New York, New York 10153.
(3) The said incorporator is at least eighteen years of age.
(4) The said incorporator is forming the corporation named in
these Articles of Incorporation under the General Corporation Law of Maryland.
SECOND: The name of the corporation (hereinafter
called the "corporation") is The Dreyfus Third Century Fund, Inc.
THIRD: The corporation is formed for the following
purpose or purposes:
(a) to conduct, operate and carry on the business of an
investment company;
(b) to subscribe for, invest in, reinvest in, purchase or
otherwise acquire, purchase on margin, own, hold, pledge, sell, assign,
transfer, effect short sales of, exchange, distribute or otherwise
dispose of, securities of every nature, kind, character, type and form,
including without limitation of the generality of
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the foregoing, all types of stocks, shares, bonds, debentures,
obligations, notes, evidences of interest, evidences of indebtedness,
certificates of interest, certificates of participation, certificates
of deposit, certificates, interests, evidences of ownership,
guarantees, warrants or options, issued or created by any and all
corporations, associations, trusts, entities or persons, public or
private, whether incorporated, created, established or organized under
the laws of the United States of America, any of the States of the
United Sates of America, or any territory or district or colony or
possession thereof, or under the laws of any foreign country, and
including domestic and foreign government and municipal securities and
obligations, bank acceptances, commercial paper and secured call loans;
to pay for the same in cash or by the issue of stock, including
treasury stock, bonds or notes of the corporation or otherwise; and to
exercise any and all the rights, powers and privileges of ownership or
interest in respect of any and all such securities of every kind and
description, including, without limitation, the right to vote thereon
and to consent and otherwise act with respect thereto, with power to
designate one or more persons, firms, associations or corporations to
exercise any said rights, powers and privileges in respect of any said
securities.
(c) to borrow money or otherwise obtain credit and to secure
the same by mortgaging, pledging or otherwise subjecting as security
the assets of the corporation, and to endorse, guarantee or undertake
the performances of any obligation, contract or engagement of any other
person, firm, association or corporation.
(d) to issue, sell, repurchase, redeem, retire, cancel,
acquire, hold, resell, reissue, dispose of, transfer, and otherwise
deal in, shares of Common Stock of the corporation, including shares of
Common Stock of the corporation in fractional denominations, and to
apply to any such repurchase, redemption, retirement, cancellation or
acquisition of shares of Common Stock of the corporation any funds or
property of the corporation whether capital or surplus or otherwise, to
the full extent now or hereafter permitted by the laws of the State of
Maryland.
(e) to conduct its business, promote its purposes and carry on
its operations in any and all of its branches and maintain offices both
within and without the State of Maryland, in any States of the United
States of America, in the District of Columbia and in any other parts
of the world; and
(f) to do all and everything necessary, suitable, convenient,
or proper for the conduct, promotion, and attainment of any of the
businesses and purposes herein specified or which at any time may be
incidental thereto or may appear conducive to or expedient for the
accomplishment of any of such businesses and purposes and which might
be engaged in or carried on by a corporation
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incorporated or organized under the General Corporation Law, and to
have and exercise all of the powers conferred by the laws of the State
of Maryland upon corporations incorporated or organized under the
General Corporation Law.
The foregoing provisions of this Article THIRD shall be
construed both as purposes and powers and each as an independent purpose and
power. The foregoing enumeration of specific purposes and powers shall not be
held to limit or restrict in any manner the purposes and powers of the
corporation, and the purposes and powers herein specified shall, except when
otherwise provided in this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of this or any other
Article of these Articles of Incorporation; provided, that the corporation shall
not conduct any business, promote any purpose or exercise any power or privilege
within or without the State of Maryland which, under the laws thereof, the
corporation may not lawfully conduct, promote, or exercise.
FOURTH: The post office address, including street and number,
if any, and the city or county of the principal office of the corporation within
the State of Maryland, and of the resident agent of the corporation within the
State of Maryland, is The Corporation Trust Incorporated, First Maryland
Building, 25 South Charles Street, Baltimore, Maryland 21201. The words
"principal office" and "resident agent" as used herein shall have the meanings
ascribed to them by the General Corporation Law.
FIFTH: (1) The total number of shares of stock which the
corporation has authority to issue is one hundred fifty million shares
(150,000,000), all of which are of a par value of thirty-three and 1/3 cents
($.33-1/3) each and are designated as Common Stock.
(2) The aggregate par value of all the authorized shares of
stock is forty-nine million nine hundred fifty thousand dollars ($49,950,000).
(3) The Board of Directors of the corporation is authorized,
from time to time, to fix the price or the minimum price or the consideration or
minimum consideration for, and to issue, the shares of stock of the corporation.
(4) The Board of Directors of the corporation is authorized,
from time to time, to classify or to reclassify, as the case may be, any
unissued shares of stock of the corporation.
(5) Notwithstanding any provisions of the General Corporation
Law requiring a greater proportion than a majority of the votes of stockholders
entitled to be cast in order to take or authorize any action, any such action
may be taken or authorized upon the concurrence of at least a majority of the
aggregate number of votes entitled to be cast thereon.
(6) The corporation may issue shares of its Common Stock in
fractional denominations to the same extent as its whole shares and shares in
fractional denominations shall be shares of Common Stock having proportionately
to the respective fractions represented
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thereby all the rights of whole shares, including, without limitations the right
to vote, the right to receive dividends and distributions and the right to
participate upon liquidation of the corporation.
(7) All shares of Common Stock of the corporation now or
hereafter authorized shall be "subject to redemption" and "redeemable", in the
sense used in the General Corporation Law authorizing the formation of
corporations, at the redemption or purchase price for any such shares,
determined in the manner set out in these Articles of Incorporation or in any
amendment thereto; provided, however, that the corporation shall have the right,
at its option, to refuse to redeem the shares of stock at less than the par
value thereof. In the absence of any specification as to the purpose for which
shares of Common Stock of the corporation are redeemed, shares so redeemed shall
be deemed to be "purchased for retirement" in the sense contemplated by the laws
of the State of Maryland and the number of authorized shares of Common Stock of
the corporation shall not be reduced by the number of any shares repurchased by
it.
(8) No holder of any shares of any class of the corporation
shall be entitled as of right to subscribe for, purchase, or otherwise acquire
any shares of any class of the corporation which the corporation proposes to
grant for the purchase of shares of any class of the corporation or for the
purchase of any shares, bonds, securities, or obligations of the corporation
which are convertible into or exchangeable for, or which carry any rights to
subscribe for, purchase, or otherwise acquire shares of any class of the
corporation; and any and all of such shares, bonds, securities or obligations of
the corporation, whether now or hereafter authorized or created, may be issued,
or may be reissued or transferred if the same have been reacquired and have
treasury status, and any and all of such rights and options may be granted by
the Board of Directors to such persons, firms, corporations and associations,
and for such lawful consideration, and on such terms, as the Board of Directors
in its discretion may determine, without first offering the same, or any
thereof, to any said holder.
SIXTH: (1) The number of directors of the corporation, until
such number shall be increased or decreased pursuant to the by-laws of the
corporation, is five (5). The number of directors shall never be less than the
number prescribed by the General Corporation Law.
(2) The name of the person who shall act as director of the
corporation until the first annual meeting or until his successors are duly
chosen and qualify is as follows:
Clifford L. Alexander, Jr. Alice P. Jones
Robert F. Goheen John J. McCloy
J. George Harrar Howard Stein
(3) The initial by-laws of the corporation shall be
adopted by the directors at their organizational meeting or by their informal
written action, as the case may be. Thereafter,
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the power to make, alter, and repeal the by-laws of the corporation shall be
vested in the Board of Directors of the corporation.
(4) Any determination made in good faith and, so far as
accounting matters are involved, in accordance with generally accepted
accounting principles, by or pursuant to the direction of the Board of
Directors, as to: the amount of the assets, debts, obligations, or liabilities
of the corporation; the amount of any reserves or charges set up and the
propriety thereof; the time of or purpose for creating such reserves or charges;
the use, alteration or cancellation of any reserves or charges (whether or not
any debt, obligation or liability for which such reserves or charges shall have
been created shall have been paid or discharged or shall be then or thereafter
required to be paid or discharged); the price or closing bid or asked price of
any investment owned or held by the corporation; the market value of any
investment or fair value of any other asset of the corporation; the number of
shares of the corporation outstanding; the estimated expense to the corporation
in connection with purchases of its shares; the ability to liquidate investments
in orderly fashion; the extent to which it is practicable to deliver a
crosssection of the portfolio of the corporation in payment for any such shares,
or is to any other matters relating to the issue, sale, purchase and/or other
acquisition or disposition of investments or shares of the corporation, shall be
final and conclusive, and shall be binding upon the corporation and all holders
of its shares, past, present and future, and shares of the corporation are
issued and sold on the condition and understanding that any and all such
determinations shall be binding as aforesaid.
SEVENTH: (1) To the maximum extent permitted by the General
Corporation Law as from time to time amended, the corporation shall indemnify
its currently acting and its former directors, officers, and employees and those
persons who, at the request of the corporation serve or have served another
corporation, partnership, joint venture, trust or other enterprise in one or
more of such capacities. The indemnification provided for herein shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise.
(2) Anything herein contained to the contrary notwithstanding,
no officer or director of the corporation shall be indemnified for any liability
to the corporation or its security holders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
EIGHTH: Any holder of shares of Common Stock of the
corporation shall be entitled to require the corporation to repurchase and the
corporation shall be obligated to repurchase at the option of such holder all or
any part of the shares of Common Stock of the corporation owned by said holder,
at the repurchase price, pursuant to the method, upon the terms and subject to
the conditions hereinafter set forth:
(a) Certificates (if issued) for shares of Common Stock shall
be presented for repurchase in proper form for transfer to the
corporation or the agent
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of the corporation appointed for such purpose and there shall be
presented a written request that the corporation repurchase all or any
part of the shares represented thereby;
(b) The repurchase price per share shall be the net asset
value per share as determined by the corporation at such time or times
as the Board of Directors of the corporation shall designate on the
bank business day next succeeding the time of presentation of
certificates for shares, if issued, and an appropriate request for
repurchase, or such later time as the Board of Directors may designate
in accordance with any provision of the Investment Company Act of 1940,
any rule or regulation thereunder, or any rule or regulation made or
adopted by any securities association registered under the Securities
Exchange Act of 1934, as determined by the Board of Directors of the
corporation.
(c) Net asset value shall be determined by dividing:
(i) The total value of the assets of the corporation
determined as provided in Subsection (d) below less, to the
extent determined by or pursuant to the direction of the Board
of Di rectors in accordance with generally accepted accounting
principles, all debts, obligations and liabilities of the
corporation (which debts, obligations and liabilities shall
include, without limitation of the generality of the
foregoing, any and all debts, obligations, liabilities, or
claims, of any and every kind and nature, fixed, accrued,
unmatured or contingent, including the estimated accrued
expenses of management and supervision, administration and
distribution and any reserves or charges for any or all of the
foregoing, whether for taxes, expenses, contingencies, or
otherwise, and the price of Common Stock redeemed but not paid
for) but excluding the corporation's liability upon its shares
and its surplus by:
(ii) The total number of shares of the corporation
outstanding. (Shares sold by the corporation whether or not
paid for shall be treated as outstanding and shares purchased
or redeemed by the corporation whether or not paid for and
treasury shares shall be treated as not outstanding, provided,
that the Board of Directors may determine whether shares sold
or redeemed on the date of computation shall be included.)
The Board of Directors is empowered, in its absolute
discretion, to establish other methods for determining such net asset
value whenever such other methods are deemed by it to be necessary in
order to enable the corporation to
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comply with, or are deemed by it to be desirable provided they are not
incon sistent with, any provision of the Investment Company Act of 1940
or any rule or regulation thereunder including any rule or regulation
made or adopted pursuant to Section 22 of the Investment Company Act of
1940 by the Securities and Exchange Commission or any securities
association registered under the Secu rities Exchange Act of 1934.
(d) In determining for the purposes of these Articles of
Incorporation the total value of the assets of the corporation at any
time, investments and any other assets of the corporation shall be
valued in such manner as may be determined from time to time by the
Board of Directors.
(e) Payment of the repurchase price by the corporation may be
made either in cash or in securities or other assets at the time owned
by the corporation or partly in cash and partly in securities or other
assets at the time owned by the corporation. The value of any part of
such payment to be made in securities or other assets of the
corporation shall be the value employed in determining the repurchase
price. Payment of the repurchase price shall be made on or before the
seventh day following the day on which the shares are properly
presented for repurchase hereunder, except that delivery of any
securities included in any such payment shall be made as promptly as
any necessary transfers on the books of the issuers whose securities
are to be delivered may be made, and, except as postponement of the
date of payment may be permissible under the Investment Company Act of
1940 and the Rules and Regulations thereunder.
The corporation, pursuant to resolution of the Board of
Directors, may deduct from the payment made for any shares repurchased
a liquidating charge not in excess of one per cent (1%) of the
repurchase price of the shares so repurchased, and the Board of
Directors may alter or suspend any such liquidating charge from time to
time.
(f) The right of any holder of shares of Common Stock
repurchased by the corporation as provided in this Article EIGHTH to
receive dividends or distributions thereon and all other rights of such
holder with respect to such shares shall terminate at the time as of
which the repurchase price of such shares is determined, except the
right of such holder to receive (i) the repurchase price of such shares
from the corporation in accordance with the provisions hereof, and (ii)
any dividend or distribution to which such holder had previously become
entitled as the record holder of such shares on the record date for
such dividend or distribution.
(g) Repurchase of shares of Common Stock by the corporation is
conditional upon the corporation having funds or property legally
available therefor.
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(h) The corporation, either directly or through an agent, may
repurchase its shares, out of funds legally available therefor, upon
such terms and conditions and for such consideration as the Board
Directors shall deem advisable, by agreement with the owner at a price
not exceeding the net asset value per share as determined by the
corporation at such time or times as the Board of Directors of the
corporation shall designate, less a charge not to exceed one per cent
(1%) of such net asset value, if and as fixed by resolution of the
Board of Directors of the corporation from time to time, and take all
other steps deemed necessary or advisable in connection therewith.
(i) The corporation, pursuant to resolution of the Board of
Directors, may cause the repurchase, upon the terms set forth in such
resolution and in subsections (b) through (g) and subsection (j) of
this Article EIGHTH, of shares of Common Stock owned by stockholders
whose shares have an aggregate net asset value of five hundred dollars
or less. Notwithstanding any other provision of this Article EIGHTH, if
certificates representing such shares have been issued, the repurchase
price need not be paid by the corporation until such certificates are
presented in proper form for transfer to the corporation or the agent
of the corporation appointed for such purpose; however, the repurchase
shall be effective, in accordance with the resolution of the Board of
Directors, regardless of whether or not such presentation has been
made.
(j) The obligations set forth in this Article EIGHTH may be
suspended or postponed, (1) for any period (a) during which the New
York Stock Exchange is closed other than for customary week-end and
holiday closings or (b) during which trading on the New York Stock
Exchange is restricted, (2) for any period during which an emergency
exists as a result of which (a) the disposal by the corporation of
investments owned by it is not reasonably practicable, or (b) it is not
reasonably practicable for the corporation fairly to determine the
value of its net assets or (3) for such other periods as the Federal
Securities and Exchange Commission or any successor governmental
authority may by order permit for the protection of security holders of
the corporation.
NINTH: From time to time any of the provisions of these
Articles of Incorporation may be amended, altered or repealed, and other
provisions authorized by the General Corporation Law at the time in force may be
added or inserted in the manner and at the time prescribed by said Law, and all
rights at any time conferred upon the stockholders of the corporation by these
Articles of Incorporation are granted subject to the provisions of this Article.
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IN WITNESS WHEREOF, I have adopted and signed these Articles
of Incorporation and do hereby acknowledge that the adoption and signing are my
act.
Dated: October 8, 1981
/s/ Susan I. Grant
Susan I. Grant, Incorporator
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