PRESIDENT'S LETTER
Dear Shareholder:
On January 31, 1994, Dreyfus Cash Management Class A shares
completed its fiscal year. Most of the period was characterized by
low short-term interest rates. However, in the closing months signs
of a coming upturn in interest rates made themselves felt.
In this environment, Class A shares provided a yield of 3.11% for
the 12-month period ended January 31, 1994. After taking into
account the effect of compounding, your Class A shares provided an
effective yield of 3.15%.*
Because of the continued low yields during most of the year, we
managed your portfolio to maintain average maturities close to the
90-day maximum permitted by the Fund's Prospectus. In the last
quarter of the year, however, as the U.S. economy gained strength,
we thought it would be more prudent to shorten maturities
somewhat, in the event that interest rates should begin to reflect the
upturn in economic activity.
STRENGTHENING OF THE U.S. ECONOMY
Late in 1993, the economic statistics from the Federal Government
made it clear that the recession - except for unemployment figures -
was virtually over. Such indicators as industrial purchasing orders,
manufacturing activity and gross domestic product all were pointing
upwards. This exerted some pressure on interest rates without, as
yet, rekindling a dangerous amount of inflation.
FED RAISES FEDERAL FUNDS RATE
In early February, the Federal Reserve Board made a "preemptive
strike" against inflation by raising the Federal Funds rate by one-
quarter percentage point.
Of course, no one can be sure how far the Fed intends to go with
this preventive action. However, history indicates that the Central
Bank rarely stops a new policy trend after just one action. Thus, it
would be logical to expect, or at least be prepared for, further
tightening of interest rates.
More than likely, the Federal Reserve will not take actions that are
so drastic as to abort the current economic recovery. However, we
would expect the Federal Reserve to continue to "lean against the
wind." Accordingly, it is logical to be geared for higher short-term
interest rates.
We are keeping these considerations in mind in our day-to-day
management of your Fund's portfolio.
We thank you for the opportunity of serving your cash management
needs, and will continue to exert our best efforts to earn rewarding
returns on your investment.
Sincerely,
(Joseph S. DiMartino Signature Logo)
Joseph S. DiMartino
President
February 17, 1994
New York, N.Y.
*Effective yield is based upon dividends declared daily and reinvested
monthly.
PRESIDENT'S LETTER
Dear Shareholder:
On January 31, 1994, Dreyfus Cash Management Class B shares
completed its first fiscal year.
For the period since inception on January 10, 1994 through January
31, 1994, Class B shares provided an annualized yield of 2.83%.
STRENGTHENING OF THE U.S. ECONOMY
Late in 1993, the economic statistics from the Federal Government
made it clear that the recession - except for unemployment figures -
was virtually over. Such indicators as industrial purchasing orders,
manufacturing activity and gross domestic product all were pointing
upwards. This exerted some pressure on interest rates without, as
yet, rekindling a dangerous amount of inflation.
FED RAISES FEDERAL FUNDS RATE
In early February, the Federal Reserve Board made a "preemptive
strike" against inflation by raising the Federal Funds rate by one-
quarter percentage point.
Of course, no one can be sure how far the Fed intends to go with
this preventive action. However, history indicates that the Central
Bank rarely stops a new policy trend after just one action. Thus, it
would be logical to expect, or at least be prepared for, further
tightening of interest rates.
More than likely, the Federal Reserve will not take actions that are
so drastic as to abort the current economic recovery. However, we
would expect the Federal Reserve to continue to "lean against the
wind." Accordingly, it is logical to be geared for higher short-term
interest rates.
We are keeping these considerations in mind in our day-to-day
management of your Fund's portfolio.
We thank you for the opportunity of serving your cash management
needs, and will continue to exert our best efforts to earn rewarding
returns on your investments.
Sincerely,
(Joseph S. DiMartino Signature Logo)
Joseph S. DiMartino
President
February 17, 1994
New York, N.Y.
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS JANUARY 31, 1994
PRINCIPAL
NEGOTIABLE BANK CERTIFICATES OF DEPOSIT-10.2% AMOUNT VALUE
-------------- --------------
<S>
Chemical Bank (London) <C> <C>
2.70%, 5/13/94............................................................. $ 90,000,000 (a) $ 90,000,000
NationsBank of North Carolina (London)
3.28-3.46%, 4/11/94-7/19/94................................................ 160,000,000 160,000,142
Old Kent Bank & Trust
3.50-3.65%, 10/6/94-1/10/95................................................ 50,000,000 50,011,315
--------------
TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT
(cost $300,011,457)........................................................ $ 300,011,457
==============
COMMERCIAL PAPER-46.8%
All Nippon Airways Co., Ltd.
3.70%, 9/25/95............................................................. $ 8,200,000 (a,b) $ 8,200,000
Bankers Trust New York Corp.
3.32-3.51%, 5/6/94-9/15/94................................................. 150,000,000 147,810,444
Bear Stearns Companies Inc.
3.34-3.49%, 3/31/94-7/18/94................................................ 115,000,000 114,114,069
CS First Boston Group Inc.
3.25%, 2/1/94.............................................................. 15,000,000 15,000,000
Central Hispano North American Capital Corp.
3.31-3.40%, 2/22/94-7/18/94................................................ 77,000,000 76,060,634
Corporate Asset Funding Co. Inc.
3.44%, 4/6/94.............................................................. 12,000,000 11,928,533
Den Danske Corp. Inc.
3.32%, 4/8/94.............................................................. 25,000,000 24,850,125
General Electric Capital Corp.
3.35-3.50%, 4/8/94-9/23/94................................................. 145,000,000 143,034,475
General Electric Capital Services Inc.
3.35-3.44%, 4/11/94-7/15/94................................................ 135,000,000 133,567,229
General Motors Acceptance Corp.
3.18-3.44%, 2/4/94-5/20/94................................................. 155,000,000 154,236,617
Goldman Sachs Group L.P.
3.36-3.47%, 3/29/94-10/17/94............................................... 152,000,000 150,210,808
ITT Financial Corp.
3.10%, 3/1/94.............................................................. 75,000,000 74,819,750
Internationale Nederlanden (U.S.) Funding Corp.
3.36%, 7/19/94............................................................. 50,000,000 49,234,667
Paine Webber Group Inc.
3.29-3.30%, 6/20/94-6/24/94................................................ 80,000,000 78,985,278
Toronto-Dominion Holdings USA Inc.
3.40-3.43%, 4/11/94-5/16/94................................................ 98,000,000 97,218,585
UBS Finance (Delaware) Inc.
3.15%, 2/1/94.............................................................. 100,000,000 100,000,000
--------------
TOTAL COMMERCIAL PAPER (cost $1,379,271,214)................................... $1,379,271,214
==============
CORPORATE NOTES-16.5%
Bear Stearns Companies Inc.
3.25-3.29%, 8/8/94-9/20/94................................................. $ 70,000,000 (a) $ 70,000,000
Ford Motor Credit Co.
3.41%, 5/16/94............................................................. 25,000,000 (a) 25,031,840
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1994
PRINCIPAL
CORPORATE NOTES (CONTINUED) AMOUNT VALUE
-------------- --------------
Lehman Brothers Holdings Inc.
3.58-3.65%, 5/19/94-1/13/95................................................ $ 110,000,000 (a) $ 110,000,000
3.86%, 1/12/95............................................................. 40,000,000 40,000,000
Merrill Lynch & Co. Inc.
3.18-3.58%, 2/17/94-1/12/95................................................ 146,000,000 (a) 145,996,577
PHH Corp.
3.49%, 2/11/94............................................................. 45,000,000 (a) 44,998,890
Paine Webber Group Inc.
3.47%, 10/31/94............................................................ 50,000,000 (a) 50,000,000
--------------
TOTAL CORPORATE NOTES (cost $486,027,307)...................................... $ 486,027,307
==============
U.S. GOVERNMENT AGENCIES-14.3%
Federal Home Loan Banks, Consolidated Systemwide,
Floating Rate Bonds
3.55-3.58%, 1/31/97-2/3/97................................................. $ 150,000,000 (a) $ 149,971,650
Federal National Mortgage Association, Consolidated
Systemwide, Floating Rate Notes
3.55%, 2/14/97............................................................. 100,000,000 (a) 100,000,000
Federal National Mortgage Association, Discount Notes
3.50-3.60%, 10/18/94-11/22/94.............................................. 175,000,000 170,394,847
--------------
TOTAL U.S. GOVERNMENT AGENCIES (cost $420,366,497)............................. $ 420,366,497
==============
TIME DEPOSITS-3.2%
Republic National Bank of New York (London)
3.19%, 2/1/94
(cost $95,484,000)......................................................... $ 95,484,000 $ 95,484,000
==============
REPURCHASE AGREEMENTS-17.1%
Bear, Stearns & Co. Inc.
3.125%, dated 1/31/94, due 2/1/94 in the amount
of $72,006,250 (fully collateralized by
$45,000,000 U.S. Treasury Bills due 2/10/94 and
$27,520,000 U.S.Treasury Notes, 4.625% due
12/31/94, value $72,862,738)............................................... $ 72,000,000 $ 72,000,000
Daiwa Securities America Inc.
3.15%, dated 1/31/94, due 2/1/94 in the amount of
$126,311,051 (fully collateralized by
$26,050,000 U.S. Treasury Bills due 12/15/94
and by $99,820,000 U.S. Treasury Notes, 4.25-
7.625% due 4/15/94 to 1/31/95, value
$127,722,254).............................................................. 126,300,000 126,300,000
First Boston Corporation
3.125%, dated 1/31/94, due 2/1/94 in the amount of
$105,009,115 (fully collateralized by
$104,710,000 U.S. Treasury Notes, 4.625% due
12/31/94, value $106,152,474).............................................. 105,000,000 105,000,000
DREYFUS CASH MANAGEMENT
STATEMENT OF INVESTMENTS (CONTINUED) JANUARY 31, 1994
PRINCIPAL
CORPORATE NOTES (CONTINUED) AMOUNT VALUE
-------------- --------------
Kidder, Peabody & Co. Inc.
3.19%, dated 1/31/94, due 2/1/94 in the amount
of $100,008,861 (fully collateralized by
$103,610,000 U.S. Treasury Bills due
2/10/94 to 9/22/94, value $101,520,582).................................... $ 100,000,000 $ 100,000,000
Yamaichi International (America) Inc.
3.15%, dated 1/31/94, due 2/1/94 in the
amount of $100,008,750 (fully collateralized by
$98,790,000 U.S. Treasury Notes, 5.75% due
3/31/94, value $101,126,424)............................................... 100,000,000 100,000,000
--------------
TOTAL REPURCHASE AGREEMENTS (cost $503,300,000)................................ $ 503,300,000
==============
TOTAL INVESTMENTS (cost $3,184,460,475)................................. 108.1% $3,184,460,475
====== ==============
LIABILITIES, LESS CASH AND RECEIVABLES.................................. (8.1%) $ (237,336,239)
====== ==============
NET ASSETS.............................................................. 100.0% $2,947,124,236
====== ==============
NOTES TO STATEMENT OF INVESTMENTS:
(a) Variable interest rate-subject to periodic change.
(b) Backed by irrevocable bank letter of credit.
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
STATEMENT OF ASSETS AND LIABILITIES JANUARY 31, 1994
ASSETS:
<S> <C> <C>
Investments in securities, at value
(including repurchase agreements of $503,300,000)-Note 1(a,b).......... $3,184,460,475
Cash....................................................................... 8,179,088
Interest receivable........................................................ 4,984,506
--------------
3,197,624,069
LIABILITIES:
Due to The Dreyfus Corporation............................................. $ 521,391
Payable for investment securities purchased................................ 249,971,650
Accrued expenses........................................................... 6,792 250,499,833
-------------- --------------
NET ASSETS........................................................................ $2,947,124,236
==============
REPRESENTED BY:
Paid-in capital............................................................ $2,947,564,654
Accumulated net realized (loss) on investments............................. (440,418)
--------------
NET ASSETS at value............................................................... $2,947,124,236
==============
Shares of Beneficial Interest outstanding:
Class A shares
(unlimited number of $.001 par value shares authorized)................ 2,895,292,955
==============
Class B shares
(unlimited number of $.001 par value shares authorized)................ 52,271,699
==============
NET ASSET VALUE per share:
Class A shares
($2,894,852,503 \ 2,895,292,955 shares)................................ $1.00
=====
Class B shares
($52,271,733 \ 52,271,699 shares)...................................... $1.00
=====
STATEMENT OF OPERATIONS YEAR ENDED JANUARY 31, 1994
INVESTMENT INCOME:
INTEREST INCOME............................................................ $ 132,616,621
EXPENSES:
Management fee-Note 2(a)............................................... $ 8,015,317
Shareholder servicing costs-Note 2(c).................................. 481,269
Custodian fees......................................................... 340,299
Professional fees...................................................... 48,739
Registration fees...................................................... 46,613
Trustees' fees and expenses-Note 2(d).................................. 10,627
Prospectus and shareholders' reports................................... 5,883
Distribution fees (Class B shares)-Note 2(b)........................... 3,489
Miscellaneous.......................................................... 80,012
--------------
9,032,248
Less-reduction in management fee due to
undertaking-Note 2(a).............................................. 1,012,789
--------------
TOTAL EXPENSES................................................. 8,019,459
--------------
INVESTMENT INCOME-NET.......................................................... 124,597,162
NET REALIZED GAIN ON INVESTMENTS-Note 1(b)..................................... 330,758
--------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $ 124,927,920
==============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED JANUARY 31,
-------------------------------------
1993 1994
--------------- ---------------
OPERATIONS:
<S> <C> <C>
Investment income-net...................................................... $ 163,830,441 $ 124,597,162
Net realized gain (loss) on investments.................................... (27,234) 330,758
--------------- ---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............... 163,803,207 124,927,920
--------------- ---------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net:
Class A shares......................................................... (163,830,441) (124,557,691)
Class B shares......................................................... ---- (39,471)
--------------- ---------------
TOTAL DIVIDENDS.................................................... (163,830,441) (124,597,162)
--------------- ---------------
BENEFICIAL INTEREST TRANSACTIONS ($1.00 per share):
Net proceeds from shares sold:
Class A shares......................................................... 38,854,636,612 44,940,158,583
Class B shares......................................................... ---- 95,036,034
Dividends reinvested:
Class A shares......................................................... 32,480,177 21,715,882
Class B shares......................................................... ---- 78,861
Cost of shares redeemed:
Class A shares......................................................... (39,920,907,073) (47,542,533,683)
Class B shares......................................................... ---- (42,843,195)
--------------- ---------------
(DECREASE) IN NET ASSETS FROM BENEFICIAL INTEREST TRANSACTIONS..... (1,033,790,284) (2,528,387,518)
--------------- ---------------
TOTAL (DECREASE) IN NET ASSETS................................. (1,033,817,518) (2,528,056,760)
NET ASSETS:
Beginning of year.......................................................... 6,508,998,514 5,475,180,996
--------------- ---------------
End of year................................................................ $5,475,180,996 $2,947,124,236
=============== ===============
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS CASH MANAGEMENT
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share of Beneficial Interest
outstanding, total investment return, ratios to average net assets and other supplemental data
for each year indicated. This information has been derived from information provided in the
Fund's financial statements.
CLASS A SHARES CLASS B SHARES
--------------------------------------------------- -------
YEAR ENDED JANUARY 31,
--------------------------------------------------- YEAR ENDED
JANUARY 31,
PER SHARE DATA: 1990 1991 1992 1993 1994 1994(1)
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year........ $ .9994 $ .9996 $ .9997 $ .9999 $ .9999 $1.0000
------- ------- ------- ------- ------- -------
INVESTMENT OPERATIONS:
Investment income-net..................... .0906 .0801 .0581 .0362 .0311 .0017
Net realized gain (loss) on investments... .0002 .0001 .0002 -- (.0001) .-
------- ------- ------- ------- ------- -------
TOTAL FROM INVESTMENT OPERATIONS...... .0908 .0802 .0583 .0362 .0310 .0017
------- ------- ------- ------- ------- -------
DISTRIBUTIONS;
Dividends from investment income-net...... (.0906) (.0801) (.0581) (.0362) (.0311) (.0017)
------- ------- ------- ------- ------- -------
Net asset value, end of year.............. $ .9996 $ .9997 $ .9999 $ .9999 $ .9998 $1.0000
======= ======= ======= ======= ======= =======
TOTAL INVESTMENT RETURN 9.44% 8.31% 5.96% 3.68% 3.15% 2.82%(2)
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets... .20% .20% .20% .20% .20% .45%(2)
Ratio of net investment income to
average net assets.................... 9.03% 7.99% 5.78% 3.60% 3.11% 2.83%(2)
Decrease reflected in above expense
ratios due toundertaking
by the Manager....................... .02% .02% .03% .04% .03% --
Net Assets, end of year (000's Omitted)...$3,373,940 $5,041,688 $6,508,999 $5,475,181 $2,894,853 $52,272
- -------------------------
(1) From January 10, 1994 (commencement of initial offering) to January 31, 1994.
(2) Annualized.
See notes to financial statements.
</TABLE>
DREYFUS CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
The Fund is registered under the Investment Company Act of 1940
("Act") as a diversified open-end management investment company.
Dreyfus Service Corporation ("Distributor") acts as the distributor of the
Fund's shares, which are sold to the public without a sales load. The
Distributor is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager").
It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio
valuation and dividend and distribution policies to enable it to do so.
On July 14, 1993, the Fund's Board of Trustees approved an amendment
to the Fund's Agreement and Declaration of Trust to provide for the
issuance of additional classes of shares of the Fund. The amendment was
approved by Fund shareholders on January 6, 1994. Effective January 10,
1994, existing Fund shares were classified as Class A shares and an
unlimited number of Class B shares were authorized. The Fund began
offering both Class A and Class B shares on January 10, 1994. Class B
shares are subject to a Service Plan adopted pursuant to Rule 12b-1 under
the Act. Other differences between the two Classes include the services
offered to and the expenses borne by each Class and certain voting rights.
(A) PORTFOLIO VALUATION: Investments are valued at amortized cost,
which has been determined by the Fund's Board of Trustees to represent
the fair value of the Fund's investments.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Interest income is recognized on the accrual basis. Cost of investments
represents amortized cost.
The Fund may enter into repurchase agreements with financial
institutions, deemed to be creditworthy by the Manager, subject to the
seller's agreement to repurchase and the Fund's agreement to resell such
securities at a mutually agreed upon price. Securities purchased subject
to repurchase agreements are deposited with the Fund's custodians and,
pursuant to the terms of the repurchase agreement, must have an
aggregate market value greater than or equal to the repurchase price plus
accrued interest at all times. If the value of the underlying securities
falls below the value of the repurchase price plus accrued interest, the
Fund will require the seller to deposit additional collateral by the next
business day. If the request for additional collateral is not met, or the
seller defaults on its repurchase obligation, the Fund maintains the right
to sell the underlying securities at market value and may claim any
resulting loss against the seller.
(C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends from investment income-net on each business day. Such
dividends are paid monthly. Dividends from net realized capital gain are
normally declared and paid annually, but the Fund may make distributions
on a more frequent basis to comply with the distribution requirements of
the Internal Revenue Code. To the extent that net realized capital gain can
be offset by capital loss carryovers, it is the policy of the Fund not to
distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
The Fund has an unused capital loss carryover of approximately
$438,000 available for Federal income tax purposes to be applied against
future net securities profits, if any, realized subsequent to January 31,
1994. The carryover does not include net realized securities losses from
November 1, 1993 through January 31, 1994 which are treated for Federal
income tax purposes as arising in fiscal 1995. If not applied, $427,000 of
the carryover expires in fiscal 1996 and $11,000 expires in fiscal 1999.
DREYFUS CASH MANAGEMENT
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
At January 31, 1994, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee is computed at the annual rate of .20 of 1%
of the average daily value of the Fund's net assets and is payable monthly.
The Agreement provides for an expense reimbursement from the
Manager should the Fund's aggregate expenses, exclusive of taxes, interest
on borrowings, brokerage commissions and extraordinary expenses, exceed
1 1/2% of the average value of the Fund's net assets for any full fiscal
year. However, the Manager has undertaken through January 9, 1994 to
reduce the management fee paid by, or bear such excess expenses of the
Fund, to the extent that the Fund's aggregate expenses (excluding certain
expenses as described above) exceed an annual rate of .20 of 1% of the
average daily value of the Fund's net assets. The reduction in management
fee, pursuant to the undertaking, amounted to $1,012,789 for the period
from February 1, 1993 through January 9, 1994.
Commencing January 10, 1994, the Manager, and not the Fund, will be
liable for those expenses of the Fund (excluding certain expenses as
described above) other than management fee, and with respect to the
Fund's Class B shares, Rule 12b-1 Service Plan expenses.
The Manager may modify the existing undertaking provided that the
Fund's shareholders are given 90 days prior notice.
(B) Under the Service Plan ("Class B Service Plan") adopted pursuant to
Rule 12b-1 under the Act, effective January 10, 1994, the Fund pays the
Distributor, at an annual rate of .25 of 1% of the value of the Fund's Class
B shares average daily net assets, for costs and expenses in connection
with advertising, marketing and distributing Class B shares and for
providing certain services to holders of Class B shares. The Distributor
will make payments to one or more Service Agents (financial institutions,
securities dealers, or other industry professionals) based on the value of
the Fund's Class B shares owned by clients of the Service Agent. From
January 10, 1994 through January 31, 1994, $3,489 was charged to the
Fund pursuant to the Class B Service Plan.
(C) Pursuant to the Fund's Shareholder Services Plan ("Class A
Shareholder Services Plan"), the Fund reimburses the Distributor an
amount not to exceed an annual rate of .25 of 1% of the value of the Fund's
average daily net assets for servicing shareholder accounts. 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. During the period from February 1, 1993 through
January 9, 1994, the Fund was charged an aggregate of $331,591 pursuant
to the Shareholder Services Plan.
(D) Certain officers and trustees of the Fund are "affiliated persons,"
as defined in the Act, of the Manager and/or the Distributor. Each trustee
who is not an "affiliated person" receives an annual fee of $3,000 and an
attendance fee of $500 per meeting.
(E) On December 5, 1993, the Manager entered into an Agreement and
Plan of Merger providing for the merger of the Manager with a subsidiary
of Mellon Bank Corporation ("Mellon").
Following the merger, it is planned that the Manager will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including the receipt of certain regulatory
approvals and the approvals of the stockholders of the Manager and of
Mellon. The merger is expected to occur in mid-1994, but could occur
later.
Because the merger will constitute an "assignment" of the Fund's
Management Agreement with the Manager under the Investment Company
Act of 1940, and thus a termination of such Agreement, the Manager will
seek prior approval from the Fund's Board and shareholders.
DREYFUS CASH MANAGEMENT
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF TRUSTEES
DREYFUS CASH MANAGEMENT
We have audited the accompanying statement of assets and liabilities
of Dreyfus Cash Management, including the statement of investments, as
of January 31, 1994, and the related statement of operations for the year
then ended, the statement of changes in net assets for each of the two
years in the period then ended, and financial highlights for each of the
years indicated therein. These financial statements and financial
highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of January 31, 1994 by
correspondence with the custodians and brokers. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus Cash Management at January 31, 1994, the results of
its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial highlights
for each of the indicated years, in conformity with generally accepted
accounting principles.
(Ernst & Young Signature Logo)
New York, New York
March 4, 1994
DREYFUS
CASH
MANAGEMENT
ANNUAL REPORT
January 31, 1994
DREYFUS CASH MANAGEMENT
144 Glenn Curtiss Boulevard
Uniondale, NY 11556
Manager
THE DREYFUS CORPORATION
200 Park Avenue
New York, NY 10166
Distributor
DREYFUS SERVICE CORPORATION
200 Park Avenue
New York, NY 10166
Custodian
THE BANK OF NEW YORK
110 Washington Street
New York, NY 10286
Transfer Agent &
Dividend Disbursing Agent
THE SHAREHOLDER SERVICES GROUP, INC.
P.O. Box 9671
Providence, RI 02940
Further information is contained in the Prospectus,
which must precede or accompany this report.
Printed in U.S.A. 288AR941
288AR941-BRK
