SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant /*/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/*/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Dreyfus Intermediate Municipal Bond Fund, Inc.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Dreyfus Intermediate Municipal Bond Fund, Inc.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/*/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
/ / 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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* Set forth the amount on which the filing fee is calculated and state
how it was determined.
Notes:
THE DREYFUS FAMILY OF FUNDS
-------------------------------------
NOTICE OF MEETINGS OF STOCKHOLDERS
-------------------------------------
To the Stockholders:
Meetings of Stockholders of each of the Funds in The Dreyfus Family
of Funds listed below (each, a "Fund" and, collectively, the "Funds") will be
held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor
West, New York, New York, on Friday, March 31, 1995 at the time set forth on
Exhibit B to the Proxy Statement. The Funds are:
<TABLE>
<S> <C> <C>
DREYFUS BASIC MUNICIPAL DREYFUS INTERMEDIATE MUNICIPAL DREYFUS NEW YORK TAX EXEMPT
FUND, INC. BOND FUND, INC. BOND FUND, INC.
DREYFUS CALIFORNIA TAX EXEMPT DREYFUS MASSACHUSETTS MUNICIPAL DREYFUS NEW YORK TAX EXEMPT
BOND FUND, INC. MONEY MARKET FUND INTERMEDIATE BOND FUND
DREYFUS CALIFORNIA TAX EXEMPT DREYFUS MASSACHUSETTS TAX EXEMPT DREYFUS NEW YORK TAX EXEMPT
MONEY MARKET FUND BOND FUND MONEY MARKET FUND
DREYFUS CAPITAL VALUE FUND DREYFUS MICHIGAN MUNICIPAL DREYFUS OHIO MUNICIPAL MONEY
(A PREMIER FUND) MONEY MARKET FUND, INC. MARKET FUND, INC.
DREYFUS CONNECTICUT MUNICIPAL DREYFUS MUNICIPAL BOND FUND, INC. DREYFUS PENNSYLVANIA INTERMEDIATE
MONEY MARKET FUND, INC. DREYFUS MUNICIPAL MONEY MARKET MUNICIPAL BOND FUND
DREYFUS FOCUS FUNDS, INC. FUND, INC. DREYFUS PENNSYLVANIA MUNICIPAL
DREYFUS GNMA FUND, INC. DREYFUS NEW JERSEY MUNICIPAL MONEY MARKET FUND
DREYFUS INSURED MUNICIPAL MONEY MARKET FUND, INC.
BOND FUND, INC. DREYFUS NEW LEADERS FUND, INC.
</TABLE>
The meetings will be held with respect to each Fund for the
following purposes:
1. To elect additional Board members to hold office until their
successors are duly elected and qualified.
2. To ratify the selection of the Fund's independent auditors.
3. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Stockholders of record at the close of business on February 24, 1995
will be entitled to receive notice of and to vote at the meetings.
By Order of the Board
John E. Pelletier
Secretary
New York, New York
February 27, 1995
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WE NEED YOUR PROXY VOTE IMMEDIATELY
------------
A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, BUT IT IS VITAL.
BY LAW, THE MEETING OF STOCKHOLDERS OF EACH FUND WILL HAVE TO BE
ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS
REPRESENTED. IN THAT EVENT, THE AFFECTED FUND WOULD CONTINUE TO SOLICIT
VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE
CRITICAL TO ENABLE THE FUND(S) TO HOLD THE MEETING(S) AS SCHEDULED, SO
PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS
WILL BENEFIT FROM YOUR COOPERATION.
- -----------------------------------------------------------------------------
THE DREYFUS FAMILY OF FUNDS
COMBINED PROXY STATEMENT
--------------------------
MEETINGS OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MARCH 31, 1995
This proxy statement is furnished in connection with a solicitation
of proxies by the Board of each of the Funds in The Dreyfus Family of Funds
listed on Exhibit A (each, a "Fund" and, collectively, the "Funds") to be
used at the Meeting of Stockholders of each Fund to be held on Friday, March
31, 1995 at the time set forth on Exhibit B, at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor West, New York, New York, for the
purposes set forth in the accompanying Notice of Meetings of Stockholders.
Stockholders of record at the close of business on February 24, 1995 are
entitled to be present and to vote at the meeting. Each Fund share is
entitled to one vote. Stockholders can vote only on matters affecting the
Fund(s) of which they are stockholders. Shares represented by executed and
unrevoked proxies will be voted in accordance with the specifications made
thereon. If any enclosed form of proxy is executed and returned, it
nevertheless may be revoked by another proxy or by letter or telegram
directed to the relevant Fund, which must indicate the stockholder's name and
account number. To be effective, such revocation must be received prior to
the relevant Fund's meeting. In addition, any stockholder who attends a
meeting in person may vote by ballot at the relevant Fund meeting, thereby
canceling any proxy previously given. As of February 8, 1995, your Fund had
outstanding the number of shares indicated on Exhibit A.
It is estimated that proxy materials will be mailed to stockholders
of record on or about March 6, 1995. The principal executive offices of each
Fund are located at 200 Park Avenue, New York, New York 10166. COPIES OF EACH
FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE UPON REQUEST,
WITHOUT CHARGE, BY WRITING TO THE FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK, 11556-0144 OR BY CALLING TOLL-FREE 1-800-645-6561.
Stockholders of each Fund will vote as a single class and will vote
separately on each proposal on which stockholders of that Fund are entitled
to vote. If a proposal is approved by stockholders of one Fund and
disapproved by stockholders of any other Fund, the proposal will be
implemented for the Fund that approved the proposal and will not be
implemented for any Fund that did not approve the proposal. Therefore, it is
essential that stockholders who own shares in more than one Fund complete,
date, sign and return each proxy card they receive.
PROPOSAL 1. ELECTION OF ADDITIONAL BOARD MEMBERS
It is proposed that stockholders of each Fund consider the election
of the individuals listed below (the "Nominees") as additional Board members
of their Fund as indicated. Each Nominee has consented to being named in this
proxy statement and has agreed to serve as a Board member of the indicated
Fund if elected. Mr. Fraser currently is a director of Dreyfus Focus Funds,
Inc.; he was elected by such Fund's Board, but not its shareholders, on May
23, 1994. In addition, Mr. Burke and Ms. Jacobs currently are Board members
of Dreyfus Pennsylvania Intermediate Municipal Bond Fund. Mr. Burke was
elected by such Fund's Board, but not its shareholders, on February 9, 1994.
The election of Ms. Jacobs to such Fund's Board became effective on August 3,
1994, and Ms. Jacobs also has not been elected by shareholders. Biographical
information about each Nominee is set forth below. Biographical information
about each Fund's current Board members and other relevant information is set
forth on Exhibit B.
Page 1
<TABLE>
NAME, PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE
- -------------------------------------- --------
<S> <C> <C>
* DAVID W. BURKE_Only for Dreyfus Pennsylvania Intermediate 58
Municipal Bond Fund, which is listed on Exhibit B, Part IV
Since August 1994, Consultant to The Dreyfus Corporation
("Dreyfus"), each Fund's investment adviser. From October 1990 to August
1994, Vice President and Chief Administrative Officer of Dreyfus. From 1977
to 1990, Mr. Burke was involved in the management of national television
news, as Vice President and Executive Vice President of ABC News, and
subsequently as President of CBS News. He is also a Board member of 50 other
funds in the Dreyfus Family of Funds. His address is 200 Park Avenue, New
York, New York 10166.
GORDON J. DAVIS_Only for those Funds listed on Exhibit B, Part II 53
Since October 1994, senior partner with the law firm of
LeBoeuf, Lamb, Greene & MacRae. From 1983 to September 1994, he was a senior
partner with the law firm of Lord Day & Lord, Barrett Smith. Mr. Davis was
Commissioner of Parks and Recreation for the City of New York from 1978 to
1983. He is a director of Consolidated Edison, a utility company, and Phoenix
Home Life Insurance Company and a member of various other corporate and
not-for-profit boards. He is also a Board member of 12 funds in the Dreyfus
Family of Funds. His address is 241 Central Park West, New York, New York
10024.
* JOSEPH S. DIMARTINO_For all Funds listed on Exhibit B, Parts I, II, III and IV 51
Since January 1995, Chairman of the Board of various funds in
the Dreyfus Family of Funds. For more than five years prior thereto, he was
President, a director and, until August 1994, Chief Operating Officer of
Dreyfus, and Executive Vice President and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus which served as each Fund's
distributor before August 1994. From August 24, 1994 to December 31, 1994, he
was a director of Mellon Bank Corporation. He is also a director of Noel
Group, Inc., Vice President and former Treasurer and a director of The National
Muscular Dystrophy Association, and a trustee of Bucknell University. He is a
Board member of 59 other funds in the Dreyfus Family of Funds. His address is
200 Park Avenue, New York, New York 10166.
JOHN M. FRASER, JR._Only for Dreyfus Focus Funds, Inc., which is listed on 72
Exhibit B, Part III
President of Fraser Associates, a service company for
planning and arranging corporate meetings and other events. From September
1975 to June 1978, he was Executive Vice President of Flagship Cruises, Ltd.
Prior thereto, he was Senior Vice President and Resident Director of the
Swedish-American Line for the United States and Canada. He is also a Board
member of 11 other funds in the Dreyfus Family of Funds. His address is 133
East 64th Street, New York, New York 10021.
- --------------------
* "Interested person" as defined in the Investment Company Act of 1940,
as amended (the "Act").
Page 2
ROSALIND GERSTEN JACOBS_Only for Dreyfus Pennsylvania Intermediate 69
Municipal Bond Fund, which is listed on Exhibit B, Part IV
Director of Merchandise and Marketing for Corporate Property
Investors, a real estate investment company. From 1974 to 1976, she was owner
and manager of a merchandise and marketing consulting firm. Prior to 1974,
she was Vice President of Macy's New York. She is also a Board member of 20
other funds in the Dreyfus Family of Funds. Her address is c/o Corporate
Property Investors, 305 East 47th Street, New York, New York 10017.
ROBIN A. SMITH_Only for those Funds listed on Exhibit B, Part I 31
Since October 1993, Vice President, and from March 1992 to
October 1993 Executive Director, of One to One Partnership, Inc., a national
non-profit organization that seeks to promote mentoring and economic
empowerment for at-risk youths. From June 1986 to February 1992, she was an
investment banker with Goldman, Sachs & Co. She is also a Trustee of Westover
School and a Board member of the Jacob A. Riis Settlement House and the
High/Scope Educational Research Foundation. Her address is 280 Park Avenue,
New York, New York 10010.
</TABLE>
In connection with the merger of Dreyfus and a subsidiary of Mellon
Bank, N.A. on August 24, 1994, 33,698 shares of Dreyfus common stock held by
Mr. DiMartino under The Dreyfus Corporation Retirement Profit-Sharing Plan
(the "Plan") were converted into 29,660 shares of common stock of Mellon Bank
Corporation ("Mellon"), Mellon Bank, N.A.'s parent, having a market value of
$58.375 per share on such date. In addition, two outstanding options
separately granted in 1982 and 1989 to Mr. DiMartino to purchase an aggregate
of 200,000 shares of Dreyfus common stock were converted into two options to
purchase an aggregate of 176,034 shares of Mellon common stock. These two
options expire on November 16, 1999 and August 23, 2000, respectively. Also
in connection with the merger of Dreyfus, 2,224 shares of Dreyfus common
stock held by Mr. Burke under the Plan were converted into 1,957 shares of
Mellon common stock, having a market value of $58.375 per share on such date.
In addition, an outstanding option granted in 1989 to Mr. Burke to purchase
100,000 shares of Dreyfus common stock was converted into an option to
purchase 88,017 shares of Mellon common stock. This option expires on August
23, 2000. In November 1994, Mellon's common stock split in a 3 for 2
proportion, and all shares of Mellon common stock held under the Plan, and all
outstanding options, were adjusted accordingly.
The persons named in the accompanying form of proxy intend to vote
each such proxy for the election of the Nominees, unless stockholders
specifically indicate on their proxies the desire to withhold authority to
vote for elections to office. It is not contemplated that any Nominee will be
unable to serve as a Board member for any reason, but if that should occur
prior to the meeting, the proxy holders reserve the right to substitute
another person or persons of their choice as nominee or nominees.
None of the Funds has a standing audit or compensation committee or
any committees performing similar functions. Each Fund has a standing
nominating committee comprised of its Board members who are not "interested
persons" of the Fund, the function of which is to select and nominate all
candidates who are not "interested persons" for election to the Fund's Board.
Except as set forth on Exhibit B, Board members and officers of a Fund, in
the aggregate, as of February 8, 1995, owned less than 1% of such Fund's
outstanding shares.
The Funds typically pay Board members an annual retainer and a per
meeting fee and reimburse them for their expenses. The Chairman of the Board
for each Fund, which position will be held by Mr. DiMartino, if elected,
receives an additional 25% in annual retainer and per meeting attendance
fees. For each Fund's most recent fiscal year, the number of Board meetings
that were held, the schedule of fees payable by the Fund to Board members and
the aggregate amount of compensation received by each Board member from the
Fund and all other funds in the Dreyfus Family of Funds for which such person
is a Board member are set forth on Exhibit B. The Funds do not pay any other
remuneration to their officers and Board members.
Page 3
Mr. Burke is currently a Board member of Dreyfus Pennsylvania
Intermediate Municipal Bond Fund and 50 other funds in the Dreyfus Family of
Funds for which he received aggregate compensation of $518 and $27,898,
respectively, for the year ended December 31, 1994. Mr. Davis is currently a
Board member of 12 funds in the Dreyfus Family of Funds for which he received
aggregate compensation of $29,602 for the year ended December 31, 1994. Mr.
Fraser is currently a Board member of Dreyfus Focus Funds, Inc. and 11 other
funds in the Dreyfus Family of Funds for which he received aggregate
compensation of $4,000 and $46,766, respectively, for the year ended December
31, 1994. Ms. Jacobs is currently a Board member of Dreyfus Pennsylvania
Intermediate Municipal Bond Fund and 20 other funds in the Dreyfus Family of
Funds for which she received aggregate compensation of $829 and $57,638,
respectively, for the year ended December 31, 1994. Mr. DiMartino recently
became a Board member of 59 funds in the Dreyfus Family of Funds and he is
expected to be proposed for election as a Board member of 32 other funds in
the Dreyfus Family of Funds during 1995. Ms. Smith is expected to be proposed
for election as a Board member of eight funds in the aggregate, including the
Funds. It is currently estimated that Mr. DiMartino and Ms. Smith will
receive from these funds, as well as from the other Funds if each is elected
to the Boards, aggregate compensation of at least $445,000 and $30,000,
respectively, for the year ending December 31, 1995. Mr. DiMartino and his
family also are entitled to certain health insurance benefits, with a portion
of the annual premium, such portion estimated to be approximately $16,500 for
calendar year 1995, to be allocated among the funds in the Dreyfus Family of
Funds for which he serves as Chairman.
PROPOSAL 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The Act requires that each Fund's independent auditors be selected by
a majority of those Board members who are not "interested persons" (as
defined in the Act) of the Fund and that the employment of such independent
auditors be conditioned on the right of the Fund, by vote of a majority of
its outstanding securities at any meeting called for that purpose, to
terminate such employment forthwith without penalty. Each Fund's Board,
including a majority of its members who are not "interested persons" of such
Fund, approved the selection of Ernst & Young LLP (the "Auditors") for such
Fund's current fiscal year at a Board meeting held on the date set forth on
Exhibit B.
The selection by the Board of the Auditors as independent auditors
for the current fiscal year is submitted to the stockholders for
ratification. Apart from its fees as independent auditors and certain
consulting fees, neither the Auditors nor any of its partners has a direct,
or material indirect, financial interest in any Fund or Dreyfus.
The Auditors, a major international independent accounting firm, have
been the auditors of each Fund since its inception. Each Fund's Board
believes that the continued employment of the services of the Auditors for
the current fiscal year would be in the Fund's best interests.
A representative of the Auditors is expected to be present at the
meeting and will have the opportunity to make a statement and will be
available to respond to appropriate questions.
EACH FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS
THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF THE AUDITORS AS
INDEPENDENT AUDITORS OF THE FUND.
ADDITIONAL INFORMATION
Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves
as each Fund's investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor"), with
principal offices at One Exchange Place, Boston, Massachusetts 02109, serves
as each Fund's distributor.
Exhibit B sets forth certain information concerning entities that are
known by the respective Fund to be the holders of record of 5% or more of its
shares outstanding as of February 8, 1995. To each Fund's knowledge, no
stockholder beneficially owned 5% or more of its shares outstanding on such
date, except to the extent set forth on Exhibit B.
Page 4
OTHER MATTERS
If a proxy 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 a Fund on a particular matter with respect to which the
broker or nominee does not have discretionary power) or marked with an
abstention (collectively, "abstentions"), 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.
Each Fund's Board is not aware of any other matters which may come
before the meeting. However, should any such matters with respect to one or
more Funds 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.
Each Fund will bear its pro rata share of the cost of soliciting
proxies. In addition to the use of the mails, proxies may be solicited
personally, by telephone or by telegraph, and each Fund may pay persons
holding shares of a Fund in their names or those of their nominees for their
expenses in sending soliciting materials to their principals.
Unless otherwise required under the Act, ordinarily it will not be
necessary for a Fund to hold annual meetings of stockholders. As a result, a
Fund's stockholders will not consider each year the election of Board members
or the appointment of auditors. However, a Fund's Board will call a meeting
of its stockholders for the purpose of electing Board members if, at any
time, less than a majority of the Board members then holding office have been
elected by stockholders. Under the Act, stockholders of record of not less
than two-thirds of a Fund's outstanding shares may remove Board members of
such Fund through a declaration in writing or by vote cast in person or by
proxy at a meeting called for that purpose. Under each Fund's By-Laws, the
Board members are required to call a meeting of stockholders for the purpose
of voting upon the question of removal of any such Board members when
requested in writing to do so by the stockholders of record of not less than
10% of such Fund's outstanding shares. Stockholders wishing to submit
proposals for inclusion in a 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.
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the appropriate Fund, in care of Management Information
Services, Inc., Attention: [NAME OF FUND], 61 Accord Park Drive, Norwell, MA
02061, whether other persons are the beneficial owners of the 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.
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.
Dated: February 27, 1995
Page 5
EXHIBIT A
Set forth below is a list of each Fund for which a stockholder
meeting is being held and the number of shares of such Fund outstanding on
February 8, 1995:
<TABLE>
NUMBER OF SHARES
NAME OF FUND OUTSTANDING
<S> <C> <C>
Dreyfus BASIC Municipal
Fund, Inc....................................................... 1,012,419,246.530
Dreyfus California Tax Exempt
Bond Fund, Inc.................................................. 104,865,819.455
Dreyfus California Tax Exempt
Money Market Fund............................................... 283,573,959.090
Dreyfus Capital Value Fund
(A Premier Fund)................................................ 40,037,730.681
Dreyfus Connecticut Municipal
Money Market Fund, Inc.......................................... 257,087,417.130
Dreyfus Focus Funds, Inc.................................................... 1,711,427.192
Dreyfus GNMA Fund, Inc...................................................... 101,810,190.559
Dreyfus Insured Municipal
Bond Fund, Inc.................................................. 13,317,316.886
Dreyfus Intermediate Municipal
Bond Fund, Inc.................................................. 112,376,192.306
Dreyfus Massachusetts Municipal
Money Market Fund............................................... 151,655,250.410
Dreyfus Massachusetts Tax Exempt
Bond Fund....................................................... 10,362,255.189
Dreyfus Michigan Municipal
Money Market Fund, Inc.......................................... 61,789,852.130
Dreyfus Municipal Bond Fund, Inc............................................ 313,456,039.892
Dreyfus Municipal Money Market
Fund, Inc....................................................... 1,014,622,195.620
Dreyfus New Jersey Municipal
Money Market Fund, Inc.......................................... 770,218,433.740
Dreyfus New Leaders Fund, Inc............................................... 12,797,626.682
Dreyfus New York Tax Exempt
Bond Fund, Inc.................................................. 120,655,429.710
Dreyfus New York Tax Exempt
Intermediate Bond Fund.......................................... 19,883,156.720
Dreyfus New York Tax Exempt
Money Market Fund............................................... 323,843,429.030
Dreyfus Ohio Municipal Money
Market Fund, Inc................................................ 58,139,130.180
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund............................................. 2,063,139.598
Dreyfus Pennsylvania Municipal
Money Market Fund............................................... 155,352,288.380
</TABLE>
Page A1
EXHIBIT B
PART I
Part I sets forth the meeting time and information relevant to the
current Board Members, auditors and share ownership for the following Funds:
Dreyfus California Tax Exempt Money Market Fund ("DCTEMM")
Dreyfus Capital Value Fund (A Premier Fund) ("DCV")
Dreyfus Insured Municipal Bond Fund, Inc. ("DIMB")
Dreyfus Municipal Bond Fund, Inc. ("DMB")
Dreyfus Municipal Money Market Fund, Inc. ("DMMM")
Dreyfus New Leaders Fund, Inc. ("DNL")
* Meeting Time for each Fund: 11:15 a.m.
BOARD MEMBERS
<TABLE>
NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER
EXPERIENCE FOR PAST FIVE YEARS AGE SINCE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
* DAVID W. BURKE 58 DCTEM-1994
Since August 1994, Consultant to Dreyfus. From October 1990 to August DCV-1994
1994, Vice President and Chief Administrative Officer of Dreyfus. From 1977 to DMB-1994
1990, Mr. Burke was involved in the management of national television news, as DMMM-1994
Vice President and Executive Vice President of ABC News, and subsequently as DIMB-1994
President of CBS News. He is also a Board member of 45 other funds in the DNL-1994
Dreyfus Family of Funds. His address is 200 Park Avenue, New York, New York 10166.
HODDING CARTER, III 59 DCTEMM-1988
President of MainStreet, a television production company. Since 1991, DCV-1988
a syndicated columnist for United Media - NEA. From 1985 to 1986, he was DIMB-1988
editor and chief correspondent of "Capitol Journal," a weekly Public DMB-1988
Broadcasting System ("PBS") series on Congress. From 1981 to 1984, he was DMMM-1988
anchorman and chief correspondent for PBS' "Inside Story," a regularly DNL-1988
scheduled half-hour critique of press performance. From 1977 to July 1, 1980,
Mr. Carter served as Assistant Secretary of State for Public Affairs and as
Department of State spokesman. He is also a Board member of two other funds
in the Dreyfus Family of Funds. His address is c/o MainStreet, 918 Sixteenth
Street, N.W., Washington, D.C. 20006.
Page B1
NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER
EXPERIENCE FOR PAST FIVE YEARS AGE SINCE
- ------------------------------------------------------------------------------------------------------------------------
EHUD HOUMINER 54 DCTEMM-1994
Since July 1991, Professor and Executive-in-Residence at the Columbia DCV-1994
Business School, Columbia University and, since February 1992, a consultant to DIMB-1994
Bear, Stearns & Co. Inc., investment bankers. He was President and Chief DMB-1994
Executive Officer of Philip Morris USA, manufacturers of consumer products, DMMM-1994
from December 1988 until September 1990. He also is a director of Avnet Inc. DNL-1994
and a Board member of three other funds in the Dreyfus Family of Funds. His
address is Columbia Business School, Columbia University, Uris Hall, Room 526,
New York, New York 10027.
RICHARD C. LEONE 54 DCTEMM-1985
President of The Twentieth Century Fund, Inc., a tax exempt research DCV-1984
foundation engaged in economic, political and social policy studies. From DIMB-1985
April 1990 to March 1994, Chairman, and from April 1988 to March 1994, a DMB-1976
Commissioner of The Port Authority of New York and New Jersey. A member in DMMM-1980
1985, and from January 1986 to January 1989, Managing Director of Dillon, DNL-1984
Read & Co. Inc. Mr. Leone is also a director of Resource Mortgage Capital,
Inc. and a Board member of two other funds in the Dreyfus Family of Funds.
His address is 41 East 70th Street, New York, New York
10021.
HANS C. MAUTNER 57 DCTEMM-1985
Chairman, Trustee and Chief Executive Officer of Corporate Property DCV-1984
Investors, a real estate investment company. Since January 1986, a Director DIMB-1985
of Julius Baer Investment Management, Inc., a wholly-owned subsidiary of DMB-1978
Julius Baer Securities, Inc. He is also a Board member of two other funds in DMMM-1980
the Dreyfus Family of Funds. His address is 305 East 47th Street, New York, DNL-1984
New York 10017.
JOHN E. ZUCCOTTI 57 DCTEMM-1985
President and Chief Executive Officer of Olympia & York Companies DCV-1984
(U.S.A.) and a member of its Board of Directors since the inception of a DIMB-1985
Board on July 27, 1993. From 1986 to 1990, he was a partner in the law firm DMB-1977
of Brown & Wood, and from 1978 to 1986, a partner in the law firm of Tufo & DMMM-1980
Zuccotti. First Deputy Mayor of the City of New York from December 1975 to DNL-1984
June 1977, and Chairman of the City Planning Commission for the City of New
York from 1973 to 1975. Mr. Zuccotti is also a Director of Empire Blue Cross
& Blue Shield, Catellus Development Corporation, a real estate development
corporation, and Diversicare, Inc., a health care services company. He is also
a Board member of two other funds in the Dreyfus Family of Funds. His address
is 237 Park Avenue, New York, New York 10017.
- -----------------------
* "Interested Person" as defined in the Act.
</TABLE>
Page B2
PERTAINING TO THE BOARD OF THE ABOVE LISTED FUNDS
* The number of Board and, where applicable, committee meetings held
during the last fiscal year; the name of Board members, if any, attending
fewer than 75% of all Board and committee meetings held in the last fiscal
year during the period the Board member was in office; and the rate at which
Board members are paid, are as follows:
<TABLE>
NUMBER OF BOARD MEMBERS ATTENDING
NAME OF FUND BOARD MEETINGS FEWER THAN 75% OF MEETINGS ANNUAL RETAINER/PER MEETING FEE
- ------------- --------------- -------------------------- -------------------------------
<S> <C> <C> <C>
DCTEMM 3 Hans Mautner $2,500/$250
DCV 6 Hans Mautner $4,500/$500
DIMB 5 Hans Mautner $2,500/$250
DMB 6 Hans Mautner $4,500/$500
DMMM 6 Hans Mautner $4,500/$500
DNL 6 Hans Mautner $2,500/$500
* Compensation Table for the last fiscal year (except as otherwise noted):
</TABLE>
<TABLE>
(5)
(3) TOTAL
PENSION OR (4) COMPENSATION
RETIREMENT ESTIMATED FROM FUND
BENEFITS ANNUAL AND FUND
(2) ACCRUED AS BENEFITS COMPLEX PAID
(1) AGGREGATE PART OF EACH FROM EACH TO BOARD MEMBER
NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994
MEMBER AND FUND FROM EACH FUND* EXPENSES RETIREMENT CALENDER YEAR
----------------- ---------------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
David W. Burke $27,898
DCTEMM N/A None None
DCV $452 None None
DIMB N/A None None
DMB $ 86 None None
DMMM N/A None None
DNL $884 None None
Hodding Carter, III $33,625
DCTEMM $3,250 None None
DCV $6,500 None None
DIMB $3,500 None None
DMB $6,500 None None
DMMM $6,500 None None
DNL $4,500 None None
</TABLE>
Page B3
<TABLE>
(5)
(3) TOTAL
PENSION OR (4) COMPENSATION
RETIREMENT ESTIMATED FROM FUND
BENEFITS ANNUAL AND FUND
(2) ACCRUED AS BENEFITS COMPLEX PAID
(1) AGGREGATE PART OF EACH FROM EACH TO BOARD MEMBER
NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994
MEMBER AND FUND FROM EACH FUND* EXPENSES RETIREMENT CALENDER YEAR
----------------- ---------------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Ehud Houminer $25,701
DCTEMM $ 667 None None
DCV $3,995 None None
DIMB $1,116 None None
DMB $3,626 None None
DMMM $2,492 None None
DNL $1,527 None None
Richard C. Leone $33,125
DCTEMM $3,250 None None
DCV $6,500 None None
DIMB $3,500 None None
DMB $6,500 None None
DMMM $6,500 None None
DNL $4,500 None None
Hans C. Mautner $33,625
DCTEMM $3,000 None None
DCV $6,000 None None
DIMB $3,250 None None
DMB $6,000 None None
DMMM $6,000 None None
DNL $4,000 None None
John E. Zuccotti $33,625
DCTEMM $3,250 None None
DCV $6,500 None None
DIMB $3,500 None None
DMB $6,500 None None
DMMM $6,500 None None
DNL $4,500 None None
- ----------------------
* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $3,085 for all Board members as a group.
</TABLE>
page B4
PERTAINING TO AUDITORS
Date Board Last
NAME OF FUND APPROVED AUDITORS
DCTEMM April 4, 1994
DCV August 1, 1994
DIMB April 4, 1994
DMB August 1, 1994
DMMM April 4, 1994
DNL October 24, 1994
PERTAINING TO SHARE OWNERSHIP OF PERSONS, IF ANY, KNOWN TO OWN BENEFICIALLY
5% OR MORE OF THE FUND'S OUTSTANDING VOTING SECURITIES AS OF FEBRUARY 8, 1995
<TABLE>
NAME OF NAME AND ADDRESS PERCENTAGE OF NUMBER OF
FUND OF STOCKHOLDER SHARES OUTSTANDING SHARES OUTSTANDING
- ------------- ------------------ ----------------- -------------------
<S> <C> <C> <C>
DCTEMM Virg & Co.-First Interstate 24.40% 69,223,344.880
Bank of Los Angeles CA.
PO Box 9800
Calabasas, CA 91372-0800
DCV Merrill Lynch Pierce Fenner & 22.70% 40,037,730.681
Smith, Inc.
(Class A Shares)
4800 Deer Lake Dr.
Jacksonville, FL 32246-6484
DCV Merrill Lynch Pierce Fenner & 8.38% 40,037,730.681
Smith, Inc.
(Class B Shares)
4800 Deer Lake Dr.
Jacksonville, FL 32246-6484
</TABLE>
Page B5
PART II
Part II sets forth the meeting time and information relevant to the
current Board Members, auditors and share ownership for the following Funds:
Dreyfus BASIC Municipal Fund, Inc. ("DBMF")
Dreyfus California Tax Exempt Bond Fund, Inc. ("DCTEB")
Dreyfus Connecticut Municipal Money Market Fund, Inc. ("DCMMM")
Dreyfus GNMA Fund, Inc. ("DGNMA")
Dreyfus Intermediate Municipal Bond Fund, Inc. ("DIMB")
Dreyfus Massachusetts Municipal Money Market Fund ("DMMMM")
Dreyfus Massachusetts Tax Exempt Bond Fund ("DMTEB")
Dreyfus Michigan Municipal Money Market Fund, Inc. ("DMIMM")
Dreyfus New Jersey Municipal Money Market Fund, Inc. ("DNJMM")
Dreyfus New York Tax Exempt Bond Fund, Inc. ("DNYTEB")
Dreyfus New York Tax Exempt Intermediate Bond Fund ("DNYTEI")
Dreyfus New York Tax Exempt Money Market Fund ("DNYTEM")
Dreyfus Ohio Municipal Money Market Fund, Inc. ("DOMMM")
Dreyfus Pennsylvania Municipal Money Market Fund ("DPMMM")
* Meeting time for each Fund: 11:30 a.m.
Page B6
BOARD MEMBERS
<TABLE>
NAME, PRINCIPAL OCCUPATION AND BOARD MEMBER
BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE SINCE
- --------------------------------------- ------------- ----------
<S> <C> <C>
*DAVID W. BURKE 58 DBMF-1994
Since August 1994, Consultant to Dreyfus. From October 1990 to August DCTEB-1994
1994, Vice President and Chief Administrative Officer of Dreyfus. From 1977 DCMMM-1994
to 1990, Mr. Burke was involved in the management of national DGNMA-1994
television news, as Vice President and Executive Vice President DIMB-1994
of ABC News, and subsequently as President of CBS News. He is also DMMMM-1994
a Board member of 37 other funds in the Dreyfus Family of Funds. His address DMTEB-1994
is 200 Park Avenue, New York, New York 10166. DMIMM-1994
DNJMM-1994
DNYTEB-1994
DNYTEI-1994
DNYTEM-1994
DOMMM-1994
DPMMM-1994
SAMUEL CHASE 63 DBMF-1991
Since 1982, President of Samuel Chase & Company, Ltd., and from 1983 DCTEB-1985
to 1990, Chairman of Chase, Brown & Blaxall, Inc., economic consulting firms. DCMMM-1990
His address is 4410 Massachusetts Avenue, N.W., Suite 408, Washington, D.C. DGNMA-1985
20016. DIMB-1985
DMMMM-1991
DMTEB-1985
DMIMM-1990
DNJMM-1988
DNYTEB-1985
DNYTEI-1987
DNYTEM-1987
DOMMM-1991
DPMMM-1990
JONI EVANS 52 DBMF-1991
Senior Vice President of the William Morris Agency. From September DCTEB-1983
1987 to May 1993, Executive Vice President of Random House, Inc., and, from DCMMM-1990
January 1991 to May 1993, President and Publisher of Turtle Bay Books; from DGNMA-1985
January 1987 to December 1990, Publisher of Random House_Adult Trade Division; DIMB-1983
and from 1985 to 1987, President of Simon & Schuster_Trade Division. Her DMMMM-1991
address is 1350 Avenue of the Americas, New York, New York 10019. DMTEB-1985
DMIMM-1990
DNJMM-1988
DNYTEB-1983
DNYTEI-1987
DNYTEM-1987
DOMMM-1991
DPMMM-1990
- ---------------------------
* "Interested Person" as defined in the Act.
Page B7
NAME, PRINCIPAL OCCUPATION AND BOARD MEMBER
BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE SINCE
- --------------------------------------- ------------- ----------
ARNOLD S. HIATT 67 DBMF-1991
Chairman of The Stride Rite Foundation. From 1969 to June 1992, DCTEB-1983
Chairman of the Board, President or Chief Executive Officer of The Stride DCMMM-1990
Rite Corporation, a multidivisional footwear manufacturing and retailing DGNMA-1985
company. Mr. Hiatt is also a Director of the Cabot Corporation. His address DIMB-1983
is 400 Atlantic Avenue, Boston, Massachusetts 02110. DMMMM-1991
DMTEB-1985
DMIMM-1990
DNJMM-1988
DNYTEB-1983
DNYTEI-1987
DNYTEM-1987
DOMMM-1991
DPMMM-1990
DAVID J. MAHONEY 71 DBMF-1991
President of David Mahoney Ventures since 1983. From 1968 to 1983, he DCTEB-1991
was Chairman and Chief Executive Officer of Norton Simon Inc., a producer of DCMMM-1991
consumer products and services. Mr. Mahoney is also a director of National DGNMA-1991
Health Laboratories Inc., Bionaire Inc. and Good Samaritan Health Systems, DIMB-1991
Inc. His address is 745 Fifth Avenue, Suite 700, New York, New York 10151. DMMMM-1991
DMTEB-1991
DMIMM-1991
DNJMM-1991
DNYTEB-1991
DNYTEI-1991
DNYTEM-1991
DOMMM-1991
DPMMM-1991
BURTON N. WALLACK 44 DBMF-1991
President and co-owner of Wallack Management Company, a real estate DCTEB-1991
management company managing real estate in the New York City area. His DCMMM-1991
address is 18 East 64th Street, Suite 3D, New York, New York 10021. DGNMA-1991
DIMB-1991
DMMMM-1991
DMTEB-1991
DMIMM-1991
DNJMM-1991
DNYTEB-1991
DNYTEI-1991
DNYTEM-1991
DOMMM-1991
DPMMM-1991
</TABLE>
PAGE B8
PERTAINING TO THE BOARD OF THE ABOVE LISTED FUNDS
* The number of Board and, where applicable, committee meetings held
during the last fiscal year; the name of Board members, if any, attending
fewer than 75% of all Board and committee meetings held in the last fiscal
year during the period the Board member was in office, and the rate at which
Board members are paid, are as follows:
<TABLE>
NUMBER OF BOARD MEMBERS ATTENDING
NAME OF FUND BOARD MEETINGS FEWER THAN 75% OF MEETINGS ANNUAL RETAINER/PER MEETING FEE
- -------------- ---------------- ----------------------------- -------------------------------
<S> <C> <C> <C>
DBMF 6 Arnold Hiatt and David Mahoney $1,000/$250
DCTEB 6 Arnold Hiatt and David Mahoney $4,500/$500
DCMMM 6 Arnold Hiatt and David Mahoney $1,000/0
DGNMA 5 Arnold Hiatt and David Mahoney $4,500/$500
DIMB 6 Arnold Hiatt and David Mahoney $4,500/$500
DMMMM 6 Arnold Hiatt and David Mahoney $1,000/0
DMTEB 6 Arnold Hiatt and David Mahoney $1,500/$250
DMIMM 6 Arnold Hiatt and David Mahoney $1,000/0
DNJMM 6 Arnold Hiatt and David Mahoney $2,500/$500
DNYTEB 6 Arnold Hiatt and David Mahoney $4,500/$500
DNYTEI 6 Arnold Hiatt and David Mahoney $2,500/$500
DNYTEM 6 Arnold Hiatt and David Mahoney $1,500/$250
DOMMM 6 Arnold Hiatt and David Mahoney $1,000/0
DPMMM 6 Arnold Hiatt and David Mahoney $1,000/0
Page B9
* Compensation Table for the last fiscal year (except as otherwise noted):
</TABLE>
<TABLE>
(5)
(3) TOTAL
PENSION OR (4) COMPENSATION
RETIREMENT ESTIMATED FROM FUND
BENEFITS ANNUAL AND FUND
(2) ACCRUED AS BENEFITS COMPLEX PAID
(1) AGGREGATE PART OF EACH FROM EACH TO BOARD MEMBER
NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994
MEMBER AND FUND FROM EACH FUND * EXPENSES RETIREMENT CALENDER YEAR
------------------- ------------------ ------------- -------------- -----------------
<S> <C> <C> <C> <C> <C>
David W. Burke $27,898
DBMF $ 19 None None
DCTEB N/A None None
DCMMM $ 101 None None
DGNMA N/A None None
DIMB N/A None None
DMMMM $ 438 None None
DMTEB N/A None None
DMIMM $ 101 None None
DNJMM $ 2,096 None None
DNYTEB N/A None None
DNYTEI N/A None None
DNYTEM N/A None None
DOMMM $ 268 None None
DPMMM $ 101 None None
Samuel Chase $46,250
DBMF $2,000 None None
DCTEB $6,500 None None
DCMMM $1,000 None None
DGNMA $6,500 None None
DIMB $6,500 None None
DMMMM $1,000 None None
DMTEB $2,500 None None
DMIMM $1,000 None None
DNJMM $4,500 None None
DNYTEB $6,500 None None
DNYTEI $3,500 None None
DNYTEM $2,500 None None
DOMMM $1,000 None None
DPMMM $1,000 None None
Page B10
(5)
(3) TOTAL
PENSION OR (4) COMPENSATION
RETIREMENT ESTIMATED FROM FUND
BENEFITS ANNUAL AND FUND
(2) ACCRUED AS BENEFITS COMPLEX PAID
(1) AGGREGATE PART OF EACH FROM EACH TO BOARD MEMBER
NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994
MEMBER AND FUND FROM EACH FUND * EXPENSES RETIREMENT CALENDER YEAR
------------------- ------------------ ------------- -------------- -----------------
Joni Evans $46,250
DBMF $2,000 None None
DCTEB $6,500 None None
DCMMM $1,000 None None
DGNMA $6,500 None None
DIMB $6,500 None None
DMMMM $1,000 None None
DMTEB $2,500 None None
DMIMM $1,000 None None
DNJMM $4,000 None None
DNYTEB $6,500 None None
DNYTEI $3,500 None None
DNYTEM $2,500 None None
DOMMM $1,000 None None
DPMMM $1,000 None None
Arnold S. Hiatt $42,750
DBMF $1,750 None None
DCTEB $5,500 None None
DCMMM $1,000 None None
DGNMA $5,500 None None
DIMB $5,500 None None
DMMMM $1,000 None None
DMTEB $2,000 None None
DMIMM $1,000 None None
DNJMM $4,000 None None
DNYTEB $5,500 None None
DNYTEI $3,000 None None
DNYTEM $2,000 None None
DOMMM $1,000 None None
DPMMM $1,000 None None
Page B 11
(5)
(3) TOTAL
PENSION OR (4) COMPENSATION
RETIREMENT ESTIMATED FROM FUND
BENEFITS ANNUAL AND FUND
(2) ACCRUED AS BENEFITS COMPLEX PAID
(1) AGGREGATE PART OF EACH FROM EACH TO BOARD MEMBER
NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994
MEMBER AND FUND FROM EACH FUND * EXPENSES RETIREMENT CALENDER YEAR
------------------- ------------------ ------------- -------------- -----------------
David J. Mahoney $43,000
DBMF $1,500 None None
DCTEB $5,500 None None
DCMMM $1,000 None None
DGNMA $5,500 None None
DIMB $5,500 None None
DMMMM $1,000 None None
DMTEB $2,000 None None
DMIMM $1,000 None None
DNJMM $4,000 None None
DNYTEB $5,500 None None
DNYTEI $3,000 None None
DNYTEM $2,000 None None
DOMMM $1,000 None None
DPMMM $1,000 None None
Burton N. Wallack $46,250
DBMF $2,000 None None
DCTEB $6,500 None None
DCMMM $1,000 None None
DGNMA $6,500 None None
DIMB $6,500 None None
DMMMM $1,000 None None
DMTEB $2,500 None None
DMIMM $1,000 None None
DNJMM $4,500 None None
DNYTEB $6,500 None None
DNYTEI $3,500 None None
DNYTEM $2,500 None None
DOMMM $1,000 None None
DPMMM $1,000 None None
- --------------------
* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $4,364 for all Board members as a group.
</TABLE>
<TABLE>
Page B 12
PERTAINING TO AUDITORS
DATE BOARD LAST
NAME OF FUND APPROVED AUDITORS
----------------- -----------------------
<S> <C> <C>
DBMF July 27, 1994
DCTEB April 6, 1994
DCMMM October 1, 1994
DGNMA April 6, 1994
DIMB April 6, 1994
DMMMF January 26, 1995
DMTEB April 6, 1994
DMIMM October 19, 1994
DNJMM January 26, 1995
DNYTEB April 6, 1994
DNYTEI April 6, 1994
DNYTEM April 6, 1994
DOMMM October 19, 1994
DPMMM October 19, 1994
</TABLE>
PERTAINING TO SHARE OWNERSHIP OF PERSONS, IF ANY, KNOWN TO OWN AT LEAST 5% OF
THE FUND'S OUTSTANDING VOTING SECURITIES AS OF FEBRUARY 8, 1995
<TABLE>
NAME OF NAME AND ADDRESS PERCENTAGE OF
FUND OF STOCKHOLDER SHARES OUTSTANDING NUMBER OF SHARES
--------- ----------------- -------------------- -----------------
<S> <C> <C> <C>
DMIMM Florence Barron 6.40% 3,926,575.260
29260 Franklin Rd.
Southfield, MI48034-1178
ENBANCO 6.30% 3,881,354.960
Empire National Bank
PO Box 1350
Traverse City, MI 49685-1350
</TABLE>
page B 13
PART III
Part III sets forth the Meeting time and information relevant to the
other current Board members, auditors and share ownership for Dreyfus Focus
Funds, Inc. ("DFF").
* Meeting Time: 11:00 a.m.
BOARD MEMBERS
<TABLE>
NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER
EXPERIENCE FOR PAST FIVE YEARS AGE SINCE
- --------------------------------------- ---- -------------
<S> <C> <C>
EHUD HOUMINER 53 1993
Since July 1991, Professor and Executive-in-Residence at the Columbia
Business School, Columbia University and, since February 1992, a Consultant
to Bear, Stearns & Co. Inc., investment bankers. He was President and Chief
Executive Officer of Philip Morris USA, manufacturers of consumer products,
from December 1988 until September 1990. He also is a director of Avnet Inc.
and a Board member of eight other funds in the Dreyfus Family of Funds. His
address is Columbia Business School, Columbia University, Uris Hall, Room
526, New York, New York 10027.
GLORIA MESSINGER 63 1993
From 1981 to 1993, Managing Director and Chief Executive Officer of
ASCAP (American Society of Composers, Authors and Publishers). She is a
member of the Board of Directors of the Yale Law School Fund and was Secretary
of the ASCAP Foundation and served as a trustee of the Copyright Society of
the United States. She is also a member of numerous professional and civic
organizations. Her address is 747 Third Avenue, 11th Floor, New York,
New York 10017.
PERTAINING TO THE BOARD OF DFF
* Number of Board, and where applicable committee,
meetings held during the last fiscal year: Four
* Board members, if any, attending fewer than 75%
of all Board and committee meetings held in the
last fiscal year during the period the Board member
was in office: None
* Rate at which Board members are paid (annual
retainer/per meeting fee): $3,000/$250
Page B 14
</TABLE>
* Compensation Table for the last fiscal year (except as otherwise
noted):
<TABLE>
(5)
(3) TOTAL
PENSION OR (4) COMPENSATION
RETIREMENT ESTIMATED FROM FUND
BENEFITS ANNUAL AND FUND
(2) ACCRUED AS BENEFITS COMPLEX PAID
(1) AGGREGATE PART OF THE FROM THE TO BOARD MEMBER
NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994
MEMBER FROM THE FUND* EXPENSES RETIREMENT CALENDER YEAR
---------------- ------------- ------------ ----------- ---------------
<S> <C> <C> <C> <C>
Ehud Houminer $4,000 None None $25,701
Gloria Messinger $4,000 None None $ 3,277
John M. Fraser, Jr. $4,000 None None $46,766
</TABLE>
P ERTAINING TO AUDITORS
* Date Board last approved Auditors: September 15, 1994
PERTAINING TO SHARE OWNERSHIP OF PERSONS, IF ANY, KNOWN TO OWN AT LEAST 5% OF
THE FUND'S OUTSTANDING VOTING SECURITIES AS OF FEBRUARY 8, 1995
(DFF offers four series of shares: Dreyfus Large Company Growth Portfolio
("LCGP"), Dreyfus Large Company Value Portfolio ("LCVP"), Dreyfus Small
Company Growth Portfolio ("SCGP") and Dreyfus Small Company Value Portfolio
("SCVP").
<TABLE>
NAME AND ADDRESS PERCENTAGE OF
OF STOCKHOLDER SHARES OUTSTANDING NUMBER OF SHARES
--------------- ------------------ --------------------
<S> <C> <C> <C>
Major Trading Corporation 98.70% 406,902.219 (LCGP)
200 Park Avenue 97.80% 410,865.874 (LCVP)
New York, NY10166 93.70% 404,177.546 (SCGP)
97.70% 437,032.437 (SCVP)
</TABLE>
A stockholder who beneficially owns, directly or indirectly, more
than 25% of the Fund's outstanding voting securities may be deemed a "control
person" (as defined in the Act) of the Fund.
Page B 15
PART IV
Part IV sets forth the Meeting time and information relevant to the
other current Board members, auditors and share ownership for Dreyfus
Pennsylvania Intermediate Municipal Bond Fund ("DPIMB").
* Meeting time: 12:15 p.m.
BOARD MEMBERS
<TABLE>
NAME, PRINCIPAL OCCUPATION
AND BUSINESS EXPERIENCE FOR BOARD MEMBER
PAST FIVE YEARS AGE SINCE
_______________- ___ _________
<S> <C> <C>
DIANE DUNST 54 1993
Since January 1992, President of Diane Dunst Promotion, Inc., a full
service promotion agency. From January 1989 to January 1992, Director of
Promotion Services, Lear's Magazine. From 1985 to January 1989, she was Sales
Promotion Manager of ELLE Magazine. Her address is 1070 Park Avenue,
New York, New York 10128.
JAY I. MELTZER 65 1993
Physician engaged in private practice specializing in internal
medicine. He also is a member of the Advisory Board of the Section of Society
and Medicine, College of Physicians and Surgeons, Columbia University and a
Clinical Professor of Medicine, Department of Medicine, Columbia University
College of Physicians and Surgeons. His address is 903 Park Avenue, New York,
New York 10021.
DANIEL ROSE 64 1993
President and Chief Executive Officer of Rose Associates, Inc., a
New York based real estate development and management firm. In July 1994,
Mr. Rose received a Presidential appointment to serve as a director of the
Baltic-American Enterprise Fund, which will provide financing and technical
business assistance to new business concerns in the Baltic states. He is also
Chairman of the Housing Committee of The Real Estate Board of New York, Inc.
and a Trustee of Corporate Property Investors,
a real estate investment company. He is also a Board member of 21 other funds
in the Dreyfus Family of Funds. His address is c/o Rose Associates, Inc. 380
Madison Avenue, New York, New York 10017.
page B 16
NAME, PRINCIPAL OCCUPATION
AND BUSINESS EXPERIENCE FOR BOARD MEMBER
PAST FIVE YEARS AGE SINCE
_______________- ___ _________
WARREN B. RUDMAN 63 1993
Since January 1993, Partner in the law firm Paul, Weiss, Rifkind,
Wharton & Garrison. From January 1981 to January 1993, Mr. Rudman serves as a
United States Senator from the State of New Hampshire. Also, since January
1993, Mr. Rudman has served as Vice Chairman of the Federal Reserve Bank of
Boston, and as a director of Chubb Corporation and of Raytheon Company.
Since 1988, Mr. Rudman has served as a trustee of Boston College and since
1986 as a member of the Senior Advisory Board of the Institute of Politics of
the Kennedy School of Government at Harvard University. He also serves as
Deputy Chairman of the President's Foreign Intelligence Advisory Board. He is
also a Board member of 17 other funds in the Dreyfus Family of Funds. His
address is c/o Paul, Weiss, Rifkind, Wharton & Garrison, 1615 LStreet, N.W.,
Washington, D.C. 20036.
SANDER VANOCUR 66 1993
Since January 1992, President of Old Owl Communications, a
full-service communications firm. Since November 1989, Mr. Vanocur has served
as a Director of the Damon Runyon-Walter Winchell Cancer Research Fund. Also,
since January 1994, Mr. Vanocur has served as a Visiting Professional Scholar
at the Freedom Forum First Amendment Center at Vanderbilt University. From
June 1986 to December 1991, he was a Senior Correspondent of ABC News and,
from October 1986 to December 31, 1991, he was Anchor of the ABC News program
"Business World," a weekly business program on the ABCtelevision network. He
is also a Board member of 21 other funds in the Dreyfus Family of Funds. His
address is 2928 P Street, N.W., Washington, D.C. 20007.
</TABLE>
Page B 17
PERTAINING TO THE BOARD OF DPIMB
* Number of Board, and where applicable committee, meetings held
during the last fiscal year: Six
* Board members, if any, attending fewer than 75% of all Board
and committee meetings held in the last fiscal year during the
period the Board member was in office: None
* Rate at which Board members are paid (annual retainer/per meeting
fee): $1,000/$250
* Compensation Table for the last fiscal year (except as
otherwise noted):
<TABLE>
(5)
(3) TOTAL
PENSION OR (4) COMPENSATION
RETIREMENT ESTIMATED FROM FUND
BENEFITS ANNUAL AND FUND
(2) ACCRUED AS BENEFITS COMPLEX PAID
(1) AGGREGATE PART OF THE FROM THE TO BOARD MEMBER
NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994
MEMBER FROM THE FUND* EXPENSES RETIREMENT CALENDER YEAR
--------------- --------------- ------------- ------------ ---------------
<S> <C> <C> <C> <C>
David W. Burke $ 518 None None $27,898
Diane Dunst $ 2,000 None None $32,602
Rosalind Gersten Jacobs $ 829 None None $57,638
Jay I.Meltzer $ 2,000 None None $32,102
Daniel Rose $ 2,000 None None $62,006
Warren B. Rudman $ 1,750 None None $29,602
Sander Vanocur $ 2,000 None None $62,006
*Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $153 for all Fund Directors as a group.
</TABLE>
PERTAINING TO AUDITORS
* Date Board last approved Auditors: November 9, 1994
TO THE FUND'S KNOWLEDGE, NO PERSONS ARE KNOWN TO OWN 5% OR MORE OF THE FUND'S
OUTSTANDING VOTING SECURITIES, AS OF FEBRUARY 8, 1995
Page B 18
PART V
Part V sets forth information relevant to the executive officers of
each Fund and Fund share ownership of officers, Board members and Nominees:
<TABLE>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
- ---------------- ------ --------------------------------
<S> <C> <C>
MARIE E. CONNOLLY 37 President and Chief Operating Officer of the Distributor
President and and an officer of other investment companies advised or
Treasurer administered by Dreyfus. From December 1991 to July 1994, she
was President and Chief Compliance Officer of Funds
Distributor, Inc., a wholly-owned subsidiary of The Boston
Company, Inc. Prior to December 1991, she served
as Vice President and Controller, and later as Senior Vice
President, of The Boston Company Advisors, Inc.
JOHN E. PELLETIER 30 Senior Vice President and General Counsel of the Distributor
Vice President and and an officer of other investment companies advised or
Secretary administered by Dreyfus. From February 1992 to July 1994, he
served as Counsel for The Boston Company Advisors, Inc.
From August 1990 to February 1992, he was employed as an
Associate at Ropes & Gray, and prior to August 1990,
he was employed as an Associate at Sidley & Austin.
FREDERICK C. DEY 33 Senior Vice President of the Distributor and an officer of
Vice President and other investment companies advised or administered by Dreyfus.
Assistant Treasurer From 1988 to August 1994, he was Manager of the High Performance
Fabric Division of Springs Industries Inc.
ERIC B. FISCHMAN 30 Associate General Counsel of the Distributor and an officer of
Vice President and other investment companies advised or administered by
Assistant Secretary Dreyfus. From September 1992 to August 1994, he was an attorney
with the Board of Governors of the Federal Reserve System.
JOSEPH S. TOWER, III 32 Senior Vice President, Treasurer and Chief Financial Officer of
Assistant Treasurer the Distributor and an officer of other investment companies
advised or administered by Dreyfus. From July 1988 to August
1994, he was employed by The Boston Company, Inc. where he held
various management positions in the Corporate Finance and
Treasury areas.
JOHN J. PYBURN 59 Vice President of the Distributor and an officer of other
Assistant Treasurer investment companies advised or administered by Dreyfus. From
1984 to July 1994, he was Assistant Vice President in the
Mutual Fund Accounting Department of Dreyfus.
Page B 19
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
- ---------------- ------ --------------------------------
PAUL FURCINITO 28 Assistant Vice President of the Distributor and an officer of
Assistant Secretary other investment companies advised or administered by Dreyfus.
From January 1992 to July 1994, he was a Senior Legal Product
Manager and, from January 1990 to January 1992, a mutual fund
accountant, for The Boston Company Advisors, Inc.
RUTH D. LEIBERT 50 Assistant Vice President of the Distributor and an officer of
Assistant Secretary other investment companies advised or administered by Dreyfus.
From March 1992 to July 1994, she was a Compliance Officer for
The Managers Funds, a registered investment company. From March
1990 until September 1991, she was Development Director of
The Rockland Center for the Arts and, prior thereto, was
employed as a Research Assistant for the Bureau of National
Affairs.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
</TABLE>
The following table presents certain information for each Fund
regarding the beneficial ownership of its shares as of February 8, 1995 by
each officer, Board member and Nominee of the Fund owning shares on such
date. In each case, such amount constitutes less than 1% of the Fund's
outstanding shares.
<TABLE>
NAME OF OFFICER OR NUMBER
NAME OF FUND BOARD MEMBER/NOMINEE OF SHARES
-------------- --------------------- ---------------------------
<S> <C> <C>
DBMF Joseph S. DiMartino 302,375.880 (DBMMMP)*
Ehud Houminer 50,182.310 (DBMMMP)*
John J. Pyburn 414,726.290 (DBMMMP)*
DCV Richard C. Leone 3,934.311
John J. Pyburn 382.178
Robert B. Rivel 2,747.826
DFF Gloria Messinger 992.638 (LCGP)
1,011.786 (LCVP)
1,000.043 (SCGP)
1,037.898 (SCVP)
DGNMA Robert B. Rivel 925.973
DMMMF Arnold S. Hiatt 680,639.370
DMBF Richard C. Leone 5,852.789
Hans C. Mautner 88,767.961
</TABLE>
- ---------------
* Dreyfus BASIC Municipal Money Market Portfolio ("DBMMMP") is a series of
DBMF.
<TABLE>
page B 20
NAME OF OFFICER OR NUMBER
NAME OF FUND BOARD MEMBER/NOMINEE OF SHARES
-------------- ------------------------- ------------
<S> <C> <C>
DMMM Rosalind Gersten Jacobs 156,069.940
Richard C. Leone 10,086.050
Robert B. Rivel 40,475.530
DNL Richard C. Leone 867.684
John J. Pyburn 181.318
Robert B. Rivel 652.609
DNYTEM John M. Fraser, Jr. 64,236.830
DOMMM John J. Pyburn 48,831.430
</TABLE>
SAMPLE PROXY CARD
PRELIMINARY COPY
IMPORTANT
----------
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY CARD(S) TODAY.
No matter how many shares you own, your vote is important. Voting can also
help your fund save money. To hold the meeting, a quorum must be represented.
Voting today can save your fund the expense of another solicitation for
proxies required to achieve a quorum.
FOR DREYFUS SHAREHOLDERS WITH MULTIPLE ACCOUNTS:
For your convenience, and to reduce the Fund's mailing expenses, we have
enclosed one proxy card for each of the Dreyfus accounts in your household
that have the same taxpayer identification number (i.e. social security), the
same zip code and the same type of account. The proxy cards for accounts with
different taxpayer identification numbers have been sent under separate
cover.
These are not duplicates; you should sign and return each proxy card in order
for your votes to be counted.
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
The undersigned stockholder of the above referenced fund hereby
appoints Steven F. Newman and John B. Hammalian and each of them, the
attorneys and proxies of the undersigned, with full power of substitution,
to vote, as indicated herein, all of the shares of the above referenced
fund standing in the name of the undersigned at the close of business
on February 24, 1995, at a Meeting of Stockholders to be held at the
offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New
York, New York, commencing at 11:30 a.m. on Friday, March 31, 1995, and at
any and all adjournments thereof, with all of the powers the undersigned
would possess if then and there personally present and especially (but
without limiting the general authorization and power hereby given) to vote
as indicated on the proposals, as more fully described in the Proxy
Statement for the meeting.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
Dated___________________, 1995
Signature(s) should be exactly as name or names appearing on this proxy.
If shares are held jointly, each holder should sign. If signing is by
attorney, executor, administrator, trustee or guardian, please give full
title.
________________________________
Signature(s)
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE
PROPOSALS BELOW UNLESS OTHERWISE INDICATED. PLEASE MARK BOXES IN BLUE
OR BLACK INK DO NOT USE RED INK.
1. Election of Additional Board Members.
Nominees are: Joseph S. DiMartino and Gordon A. Davis
/ / FOR all Nominees / / WITHHOLD authority only for those Nominee(s)
whose name(s) I have written below / / WITHHOLD authority for ALL Nominees
______________________________________
2. To ratify the selection of the Fund's independent auditors.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment(s)
thereof.
(Continued and to be signed on other side)
