August 5, 1994
DREYFUS TREASURY CASH MANAGEMENT
SUPPLEMENT TO PROSPECTUS
DATED SEPTEMBER 30, 1993
I. PROPOSED MERGER OF THE DREYFUS CORPORATION
The Fund's adviser, The Dreyfus Corporation ("Dreyfus"), has entered into an
Agreement and Plan of Merger providing for the merger (the "Merger") of Dreyfus
with a subsidiary of Mellon Bank, N.A. ("Mellon").
Following the Merger, it is planned that Dreyfus will be a direct subsidiary
of Mellon. Closing of the Merger is subject to a number of contingencies,
including approvals of the stockholders of Dreyfus and of Mellon. The Merger is
expected to occur in late August 1994, but could occur significantly later.
The Merger will result in the automatic termination of the Fund's current
investment advisory agreement with Dreyfus, as required by the Investment
Company Act of 1940, as amended. The Merger also will necessitate implementation
of a new Service Plan as to the Fund's Class B Shares only.
II. RESULTS OF FUND SHAREHOLDER VOTE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY CONTRARY
INFORMATION CONTAINED IN THE FUND'S PROSPECTUS.
On August 5, 1994, the Fund's shareholders voted to (a) approve (i) a new
investment advisory agreement with Dreyfus, and (ii) as to the Fund's Class B
Shares only, a new Service Plan, each to become effective upon consummation of
the Merger; and (b) change certain of the Fund's fundamental policies and
investment restrictions to permit the Fund to (i) borrow money only from banks
for temporary or emergency (not leveraging) purposes in an amount up to 15% of
the of the value of the Fund's total assets, (ii) pledge its assets to the
extent necessary to secure borrowings and make such policy non-fundamental, and
(iii) make the Fund's fundamental policy and investment restrictions which
limits investment in illiquid securities to 10% of the Fund's net assets non-
fundamental.
521/673stkr080594
August 5, 1994
DREYFUS TREASURY CASH MANAGEMENT
Supplement to the Statement of Additional Information
Dated September 30, 1993
At a meeting of Fund shareholders held on August 5, 1994, shareholders
approved new Investment Restrictions which supersede and replace the Fund's
current Investment Restrictions numbered 2, 3 and 6 in the section in the Fund's
Statement of Additional Information entitled "Investment Objective and
Management Policies--Investment Restrictions." New Investment Restriction
number 2 is a fundamental policy and cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act of 1940, as
amended (the "Act")) of the Fund's outstanding voting shares. New Investment
Restrictions numbered 3 and 6 are not fundamental policies and may be changed by
vote of a majority of the Fund's Board of Trustees at any time. The Fund may
not:
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made. While borrowings exceed 5% of the value of the Fund's total assets,
the Fund will not make any additional investments.
3. Pledge, mortgage, hypothecate or otherwise encumber its assets, except
to the extent necessary to secure permitted borrowings.
6. Enter into repurchase agreements providing for settlement in more than
seven days after notice or purchase securities which are illiquid if, in the
aggregate, more than 10% of the value of the Fund's net assets would be so
invested.
The following information supplements and should be read in conjunction
with the section in the Fund's Statement of Additional Information entitled
"Investment Objective and Management Policies."
Illiquid Securities. When purchasing securities that have not been
registered under the Securities Act of 1933, as amended, and are not readily
marketable, the Fund will endeavor to obtain the right to registration at the
expense of the issuer. Generally, there will be a lapse of time between the
Fund's decision to sell any such security and the registration of the security
permitting sale. During any such period, the price of the securities will be
subject to market fluctuation. However, if a substantial market of qualified
institutional buyers develops pursuant to Rule 144A under the Securities Act of
1933, as amended, for certain unregistered securities held by the Fund, the Fund
intends to treat such securities as liquid securities in accordance with
procedures approved by the Fund's Board. Because it is not possible to predict
with assurance how the market for restricted securities pursuant to Rule 144A
will develop, the Fund's Board has directed the Manager to monitor carefully the
Fund's investments in such securities with particular regard to trading
activity, availability of reliable price information and other relevant
information. To the extent that, for a period of time, qualified institutional
buyers cease purchasing restricted securities pursuant to Rule 144A, the Fund's
investing in such securities may have the effect of increasing the level of
illiquidity in the Fund's portfolio during such period.
