DREYFUS CAPITAL VALUE FUND INC
497, 1996-02-02
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                                                             February 1, 1996
                         DREYFUS CAPITAL VALUE FUND
                               (A PREMIER FUND)
                           SUPPLEMENT TO PROSPECTUS
                            DATED FEBRUARY 1, 1996
    At a meeting held on January 29, 1996, the Board of Directors approved,
subject to approval by the shareholders of the Fund, an Agreement and Plan of
Reorganization and Liquidation providing for the transfer of all or
substantially all of the Fund's assets, subject to liabilities, attributable
to the Fund's Class A, Class B, Class C and Class R shares in a tax-free
exchange (the "Exchange") for corresponding Class A, Class B, Class C and
Class R shares of common stock of Comstock Partners Capital Value Fund, a
portfolio of Comstock Partners Funds, Inc., and the assumption by Comstock
Partners Capital Value Fund of stated liabilities. Class A, Class B, Class C
and Class R shares of Comstock Partners Capital Value Fund received by the
Fund in the Exchange will be distributed by the Fund to its Class A, Class B,
Class C and Class R shareholders, respectively, in liquidation of the Fund,
after which the Fund will be dissolved. Thus, each Fund shareholder will
receive for his or her Class A, Class B, Class C or Class R shares a number
of corresponding Class A, Class B, Class C or Class R shares of Comstock
Capital Value Fund equal in value to the number of Fund shares held by each
Fund shareholder as of the date of the Exchange.
    A special meeting of the Fund's shareholders to consider this
Reorganization currently is scheduled to be held in the second quarter of
1996. A Prospectus/Proxy Statement with respect to the proposed
Reorganization will be mailed prior thereto.
    The Comstock Partners Capital Value Fund will be a newly formed, separate
investment portfolio of Comstock Partners Funds, Inc. (currently known as
Comstock Partners Strategy Fund, Inc.). Comstock Partners, Inc. will serve as
investment adviser, and The Dreyfus Corporation will serve as sub-investment
adviser and administrator, to the
                        (CONTINUED ON REVERSE SIDE)
Comstock Partners Capital Value Fund. The Comstock Partners Capital Value
Fund's investment objective and policies will be substantially identical to
those of the Fund and the Comstock Partners Capital Value Fund will be
operated in a manner that is substantially similar to the current operation
of the Fund. Any material differences between the Comstock Partners Capital
Value Fund and the Fund will be described in the Prospectus/Proxy Statement.
                                   107s020196



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