SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or
(S)240.14a-12
DREYFUS STRATEGIC MUNICIPALS, INC.
-----------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
DREYFUS STRATEGIC MUNICIPALS, INC.
-------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 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 transaction
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:
* Set forth the amount on which the filing fee is calculated
and state how it was determined.
[_] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing by
registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
February 10, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: 1934 Act Filings
Gentlemen:
Pursuant to Rule 14a-6(b) under the Securities Exchange Act of
1934, as amended, transmitted herewith for filing is a copy of
preliminary proxy materials for the annual meeting of
stockholders of Dreyfus Strategic Municipals, Inc. The filing
fee of $125 for the Fund was forwarded earlier today.
It is estimated that proxy materials will be mailed to
stockholders of record on or about February 27, 1995.
If you have any comments, please contact the undersigned at (212)
806-6138.
Very truly yours,
David Stephens
<PAGE>
PRELIMINARY COPY
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
Notice of Annual Meetings of Stockholders
To the Stockholders:
The Annual Meeting of Stockholders of each of Dreyfus
Strategic Municipal Bond Fund, Inc. and Dreyfus Strategic
Municipals, Inc. (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 A to the Proxy Statement,
for the following purposes:
1. To elect Class Directors to serve for a specified
term and 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 meeting.
By Order of the Board of Directors
John E. Pelletier
Secretary
New York, New York
February __, 1995
+------------------------------------------------------------+
| WE NEED YOUR PROXY VOTE IMMEDIATELY |
| |
| A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, |
| BUT IT IS VITAL. BY LAW, THE ANNUAL MEETING OF |
| STOCKHOLDERS OF EACH FUND WILL HAVE TO BE ADJOURNED |
| WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A MAJORITY |
| OF ITS SHARES ELIGIBLE TO VOTE 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. |
+------------------------------------------------------------+
PRELIMINARY COPY
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
COMBINED PROXY STATEMENT
Annual Meeting 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 Directors of each of
Dreyfus Strategic Municipal Bond Fund, Inc. and Dreyfus Strategic
Municipals, Inc. (each, a "Fund" and, collectively, the "Funds")
to be used at the Annual Meeting of Stockholders of each Fund to
be held on Friday, March 31, 1995 at the time set forth on
Exhibit A, 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 Annual 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. 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 17, 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 February 28, 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 its principal executive
offices or by calling toll-free 1-800-334-6899.
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 the
other Fund, the proposal will be implemented for the Fund that
approved the proposal and will not be implemented for the Fund
that did not approve the proposal. Therefore, it is essential
that stockholders who own shares in each Fund complete, date,
sign and return each proxy card they receive.
PROPOSAL 1. ELECTION OF DIRECTORS
Each Fund's Board of Directors is divided into three
classes with the term of office of one class expiring each year.
It is proposed that stockholders of each Fund consider the
election of the individuals listed below (the "Nominees") as
Directors of the indicated class of such Fund. With respect to
Dreyfus Strategic Municipal Bond Fund, Inc. ("DSMB"),
Mr. Houminer, who has been a Director of DSMB since 1994, and
Ms. Smith are to be elected as Class II Directors to serve for a
three-year term and Mr. DiMartino is to be elected as a Class I
Director to serve until DSMB's annual stockholders meeting to be
held in 1997. With respect to Dreyfus Strategic Municipals, Inc.
("DSM"), Messrs. Carter and Leone, who have been Directors of DSM
since 1989, and Mr. DiMartino are to be elected as Class I
Directors to serve for a three-year term and Ms. Smith is to be
elected as a Class II Director to serve until DSM's annual
stockholders meeting to be held in 1996. Messrs. Carter and
Leone are also continuing Class I Directors of DSMB and
Mr. Houminer is also a continuing Class II Director of DSM. Each
Nominee has consented to being named in this proxy statement and
has agreed to serve as a Director of the indicated Fund if
elected. Biographical information about each Nominee is set
forth below. Biographical information about each Fund's other
continuing Directors and other relevant information is set forth
on Exhibit A.
Name, Principal Occupation and
Business Experience for Past Five Years Age
HODDING CARTER, III--CLASS I Director of DSM only 59
President of MainStreet, a television production
company. Since 1991, a syndicated columnist for
United Media - NEA. From 1985 to 1986, he was
editor and chief correspondent of "Capitol Journal,"
a weekly Public Broadcasting System ("PBS") series
on Congress. From 1981 to 1984, he was anchorman
and chief correspondent for PBS' "Inside Story," a
regularly 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 __ other funds in the Dreyfus
Family of Funds. His address is c/o MainStreet, 918
Sixteenth Street, N.W., Washington, D.C. 20006.
<F1> JOSEPH S. DiMARTINO--CLASS I Director of DSMB and 51
DSM
Since January 1, 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 The Dreyfus Corporation
("Dreyfus"), each Fund's investment adviser, and
Executive Vice President and a director of Dreyfus
Service Corporation, a wholly-owned subsidiary of
Dreyfus. From August 24, 1994 to December 31, 1994,
he was a director of Mellon Bank Corporation. He is
also a Board member of [59] other funds in the
Dreyfus Family of Funds. He is also a director of
Noel Group, Inc., a director and former Treasurer of
The National Muscular Dystrophy Association, and a
trustee of Bucknell University. His address is 200
Park Avenue, New York, New York 10166.
[FN]
<F1> "Interested person" as defined in the Investment Company Act
of 1940, as amended (the "Act"), by reason of his position with
Dreyfus and its subsidiaries during the past two years.
EHUD HOUMINER--CLASS II Director DSMB only 54
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.
RICHARD C. LEONE--CLASS I Director of DSM only 54
President of The Twentieth Century Fund, Inc., a tax
exempt research foundation engaged in economic,
political and social policy studies. From April
1990 to March 1994, Chairman, and from April 1988 to
March 1994, a Commissioner of The Port Authority of
New York and New Jersey. A member in 1985, and from
January 1986 to January 1989, Managing Director of
Dillon, Read & Co. Inc. Mr. Leone is also a
director of Resource Mortgage Capital, Inc. He is
also a Board member of seven other funds in the
Dreyfus Family of Funds. His address is 41 East
70th Street, New York, New York 10021.
ROBIN A. SMITH--CLASS II Director of DSMB and DSM 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.
In connection with the merger of Dreyfus and a subsidiary
of Mellon Bank, N.A. on August 24, 1994, Mr. DiMartino converted
[33,698] shares of Dreyfus common stock he held in Dreyfus'
Retirement Profit-sharing Plan into [29,660] shares of common
stock of Mellon Bank Corporation, Mellon Bank, N.A.'s parent,
having a market value of [$58.375] per share on such date. In
addition, Mr. DiMartino received options to purchase [88,017]
shares of Mellon Bank Corporation's common stock at [$38.21] per
share and an additional [88,017] such shares at [$29.97] per
share. These options expire [November 16, 1999 and August 23,
2000, respectively].
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
Director 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.
Each Fund has an audit committee comprised of its
Directors who are not "interested persons" of the Fund, the
function of which is to routinely review financial statements and
other audit-related matters as they arise throughout the year.
Neither Fund has a standing nominating or compensation committee
or any committee performing similar functions. Except as set
forth on Exhibit A, Directors and officers of a Fund, in the
aggregate, as of January 31, 1995, owned less than 1% of such
Fund's outstanding shares.
The Funds typically pay Directors an annual retainer and a
per meeting fee ($2,500/$500 for DSMB and $4,500/$500 for DSM)
and reimburse them for their expenses. The Chairman of the Board
of Directors for each Fund, which position will be held by Mr.
DiMartino, if elected, receives an additional 25% in annual
retainer and per meeting 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 continuing Directors who
are not Nominees and the aggregate amount of compensation
received by each such Director 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 A. The Funds do not pay any
other remuneration to their officers and Directors and neither
Fund has a bonus, pension, profit-sharing or retirement plan.
The compensation paid to each Nominee who is currently a
Director of the Funds for the fiscal year ended November 30, 1994
for DSMB and September 30, 1994 for DSM and the aggregate amount
of compensation paid to each such Nominee by all other funds in
the Dreyfus Family of Funds for which such Nominee is a Board
member during calendar year 1994 were as follows:
<TABLE>
<CAPTION>
(1) (3) (4) (5)
Name of Board Pension or Estimated Total
Member and Fund (2) retirement annual compensation from
Aggregate benefits benefits Fund and
compensation accrued as from each fund complex paid
from each Fund* part of each Fund's Fund upon to Board Member
expenses retirement
<S> <C> <C> <C> <C>
Hodding Carter, III
DSMB [$5,000 None None $33,625
DSM $7,000 None None
Ehud Houminer
DSMB $4,802 None None $25,701
DSM $4,496 None None
Richard C. Leone
DSMB $4,500 None None $33,125]
DSM $6,500 None None
___________
* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $[825] for all Directors as a group.
</TABLE>
Mr. DiMartino recently became a Board member of [59]
other funds in the Dreyfus Family of Funds and he is expected to
be proposed for election as a Board member of [35] 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 other
funds in the Dreyfus Family of Funds. It is currently estimated
that Mr. DiMartino, who will receive an additional 25% in annual
retainer and meeting fees from those funds for which he holds the
position of Chairman of the Board, and Ms. Smith will receive
from such other funds, as well as from the Funds if each is
elected, aggregate compensation of at least $[445,000] and
$[30,000], respectively, for the year ending December 31, 1995.
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 Directors who are not
"interested persons" (as defined in the Act) of the Fund; that
such selection be submitted for ratification or rejection at the
Annual Meeting of Stockholders; 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
Directors 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 A.
The selection by the Directors 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 either 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 of Directors 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 OF DIRECTORS, INCLUDING THE "NON-INTERESTED"
DIRECTORS, 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.
Prior to commencing operations, each Fund issued 10,000
shares of Common Stock (the "Initial Shares") to Dreyfus, as
sponsor, for a $100,000 initial investment pursuant to Section
14(a) of the Act. The Initial Shares issued to Dreyfus by DSM
were enrolled in the Fund's dividend reinvestment plan ("DRIP").
A Form 5 for the three years ended 1993 was filed by Dreyfus on
November 14, 1994 pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with
respect to shares of DSM issued to Dreyfus pursuant to the DRIP.
During those years, Dreyfus was issued shares pursuant to the
DRIP in the following number of transactions: fiscal year 1991-
26, fiscal year 1992-26 and fiscal year 1993-24.
On August 24, 1994, Dreyfus merged with a subsidiary of
Mellon Bank, N.A. ("Mellon"). In connection with the merger,
Dreyfus first transferred its Initial Shares for each Fund,
together with its DRIP-acquired DSM shares, to its wholly-owned
subsidiary, Major Trading Corporation ("MTC"), and the
outstanding shares of MTC subsequently were transferred to MBC
Investment Corp., a wholly-owned subsidiary of Mellon Bank
Corporation, the parent of Mellon. A Form 5 reflecting this
transfer was filed pursuant to Section 16(a) of the Exchange Act
on ________ and ______________ for DSMB and DSM, respectively.
In anticipation of, and/or as a result of, the merger of Dreyfus,
certain individuals were elected as directors and/or officers of
Dreyfus. None of these individuals had any ownership of, or
engaged in any transactions with respect to, either Fund's shares
at the time each assumed such positions and filed a Form 3
pursuant to Section 16(a) of the Securities Exchange Act of 1934.
A Form 3 for each of the following individuals was filed on
September 28, 1994; Frank V. Cahouet, Barbara F. Casey, Diane M.
Coffey, Henry D. Gottmann, Lawrence S. Kash, W. Keith Smith and
Paul H. Snyder.
Exhibit A 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 7, 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 A.
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 the 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.
Neither Fund's Board of Directors is aware of any other
matters which may come before the meeting. However, should any
such matters with respect to one or both 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.
Stockholders wishing to include proposals in either
Fund's proxy statement for such Fund's next Annual Meeting of
Stockholders must be sent in writing and received by the Fund no
later than October 20, 1995 at 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
____________________, Attention: [NAME OF FUND], _______________
______________________________, 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 __, 1995
EXHIBIT A
PART I
Part I sets forth the meeting time and information
relevant to the continuing Directors, auditors, number of shares
outstanding and share ownership for each Fund:
MEETING TIME
Dreyfus Strategic Municipals, Inc. ("DSM"): 11:45 a.m.
Dreyfus Strategic Municipal Bond Fund, Inc. ("DSMB"): 12:00 Noon
BOARD MEMBERS
Name, Principal Occupation
and Business Experience for Year
Past Five Years Age Director Term
Since Expires
*DAVID W. BURKE 58 DSMB-1994 1996
Since August 1994, Consultant DSM-1994 1997
to Dreyfus. 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 49 other funds in
the Dreyfus Family of Funds.
His address is 200 Park
Avenue, New York, New York
10166.
HANS C. MAUTNER 57 DSMB-1989 1996
Chairman, Trustee and Chief DSM- 1987 1997
Executive Officer of
Corporate Property Investors,
a real estate investment
company. Since January 1986,
a Director of Julius Baer
Investment Management, Inc.,
a wholly-owned subsidiary of
Julius Baer Securities, Inc.
He is also a Board member of
six other funds in the
Dreyfus Family of Funds. His
address is 305 East 47th
Street, New York, New York
10017.
JOHN E. ZUCCOTTI 57 DSMB-1989* 1996
President and Chief Executive DSM-1987 1997
Officer of Olympia & York
Companies (U.S.A.) and a
member of its Board of
Directors since the inception
of a Board on July 27, 1993.
From 1986 to 1990, he was a
partner in the law firm of
Brown & Wood, and from 1978
to 1986, a partner in the law
firm of Tufo & Zuccotti.
First Deputy Mayor of the
City of New York from
December 1975 to 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 six 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.
PERTAINING TO THE BOARD OF EACH FUND
Number of Board and committee meetings held during the
last fiscal year: DSMB--9; DSM--9
Directors, if any, attending fewer than 75%
of all Board and committee meetings held in the
last fiscal year during the period the Director
was in office: DSMB--Mr. Mautner; DSM--Messrs. Houminer
and Mautner
Rate at which Directors are paid :
Name of Fund Annual Retainer/Per Meeting Fee
DSMB $2,500/$500
DSM $4,500/$500
Compensation Table for the last fiscal year (except at
otherwise noted):
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Name of Continuing Aggregate Pension or Estimated Total
Director and Fund compensation retirement benefits annual Compensation
from each Fund* accrued as benefits from from Fund
part of each Fund's each Fund upon and fund complex
expenses retirement paid to Board Member**
<S> <C> <C> <C> <C>
David W. Burke
DSMB [$ 672 None None $26,723
DSM $ 456 None None
Hans C. Mautner
DSMB $4,500 None None $33,625
DSM $6,500 None None
John E. Zuccotti
DSMB $5,000 None None $33,625]
DSM $5,000 None None
___________
* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $_______ for all Directors as a group.
** For calendar year 1994.
PERTAINING TO AUDITORS
Date Board last approved Auditors: January 30, 1995
SHARES OUTSTANDING AS OF FEBRUARY 8, 1995
DSMB--[45,655,224.63]
DSM--[55,629,356]
PERTAINING TO SHARE OWNERSHIP OF PERSONS, IF ANY, KNOWN TO OWN AT LEAST 5% OF
THE FUND'S OUTSTANDING VOTING SECURITIES AS OF FEBRUARY 7, 1995
Name of Name and Address Percentage of
Fund of Stockholder Number of Shares Shares Outstanding
[To Be Provided]
PART II
Part II sets forth information relevant to the
executive officers of each Fund and Fund share ownership of
officers, Directors and Nominees:
Name and Position Age Principal Occupation
with Funds and Business Experience
For Past Five Years
MARIE E. CONNOLLY 37
President and
Treasurer President and Chief Operating Officer
of Premier Mutual Fund Services, Inc.
("Premier"), a distributor of mutual
funds, and an officer of other
investment companies advised or
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
Vice President and
Secretary Senior Vice President and General
Counsel of Premier and an officer of
other investment companies advised or
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
Vice President and
Assistant Treasurer Senior Vice President of Premier and
an officer of other investment
companies advised or administered by
Dreyfus. From 1988 to August 1994,
he was Manager of the High
Performance Fabric Division of
Springs Industries Inc.
ERIC B. FISCHMAN 30
Vice President and
Assistant Secretary Associate General Counsel of Premier
and an officer of other investment
companies advised or administered by
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
Assistant Treasurer Senior Vice President, Treasurer and
Chief Financial Officer of Premier
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
Assistant Treasurer Vice President of Premier and an
officer of other 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.
PAUL FURCINITO 28
Assistant Secretary Assistant Vice President of Premier
and an officer of 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 Secretary Assistant Vice President of Premier
and an officer of 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.
The following table presents certain information for
each Fund regarding the beneficial ownership of its shares as of
January 31, 1995 by each officer, Director 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.
Name of Fund Name of Officer or
Director/Nominee Number
of Shares
[DSM Richard C. Leone 2,800]
SAMPLE PROXY CARD
PRELIMINARY COPY
[NAME OF FUND]
The undersigned stockholder of [NAME OF FUND] hereby
appoints Robert R. Mullery and Steven F. Newman 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 [NAME OF FUND] standing in the name of the undersigned
at the close of business on February 24, 1995 at the Annual
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 __:__ 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.
Please mark boxes in blue or black ink.
1. Election of Directors.
____ ____ ____
/ / FOR All / / WITHHOLD authority only / / WITHHOLD
Nominees for those Nominee(s) authority for
whose name(s) I have ALL Nominees
written below
Nominees are: CLASS I -- Joseph S. DiMartino [, Hodding Carter,
III and Richard C. Leone].
CLASS II -- Robin A. Smith [and Ehud Houminer].
______________________________________________________________
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.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND
WILL BE VOTED FOR THE ABOVE PROPOSALS UNLESS OTHERWISE
INDICATED.
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, administra-
tor, trustee or guardian, please give full
title.
Dated: , 1995
Signature(s)
Signature(s)
Sign, Date and Return the Proxy
Card Promptly Using the
Enclosed Envelope
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