THE DREYFUS/LAUREL FUNDS, INC.
Dreyfus European Fund
200 PARK AVENUE
NEW YORK, NEW YORK 10166
1-800-645-6561
June 3, 1996
Dear Stockholder:
The attached Proxy Statement discusses a Proposal to be voted upon by
stockholders of the Dreyfus European Fund (the "Fund"), a series of The
Dreyfus/Laurel Funds, Inc. (the "Company"). As a Fund stockholder, you are
asked to review the statement and to cast your vote on the Proposal. The
Company's Board of Directors has recommended that stockholders of the Fund
approve the Proposal.
The Proposal seeks approval of the liquidation and distribution of the
Fund's assets to Fund stockholders. The Proposal is discussed in greater
detail in the attached Proxy Statement.
We encourage you to review the Proxy Statement and cast your vote.
Your vote may be recorded on the enclosed proxy. If you have any questions
about the Proposal, please call toll-free 1-800-645-6561.
Every vote counts, including yours! We urge you to complete and
return your proxy promptly to permit the implementation of this very
important Proposal. We must receive your proxy prior to the meeting on June
20, 1996, in order for it to be counted at the meeting.
We look forward to receiving your votes in favor of the Proposal.
Thank you for your support of the Dreyfus Family of Funds.
Sincerely,
Marie E. Connolly
President,
THE DREYFUS/LAUREL FUNDS, INC.
THE DREYFUS/LAUREL FUNDS, INC.
Dreyfus European Fund
200 Park Avenue
New York, New York 10166
Notice of Special Meeting of Stockholders
To Be Held on June 20, 1996
Notice is hereby given that a Special Meeting of Stockholders (the
"Meeting") of the Dreyfus European Fund (the "Fund"), a series of The
Dreyfus/Laurel Funds, Inc. (the "Company"), a Maryland corporation, will be
held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor
West, New York, New York 10166, on June 20, 1996 at 10:00 a.m. for the
following purposes:
1. To approve the liquidation and distribution of the Fund's assets
to the Fund's stockholders of record on or about June 27, 1996, with such
distribution to be payable on or about June 27, 1996.
2. To consider and vote upon such other matters as may properly come
before the Meeting or any adjournment or adjournments thereof.
These items are discussed in greater detail in the attached Proxy
Statement. The Company's Board of Directors has fixed the close of
business on May 30, 1996, as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND IN PERSON ARE URGED WITHOUT DELAY TO SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE, SO
THAT THEIR SHARES MAY BE REPRESENTED AT THE MEETING. YOUR PROMPT ATTENTION
TO THE ENCLOSED PROXY MATERIALS WILL HELP TO AVOID THE EXPENSE OF FURTHER
SOLICITATION.
By order of the Board of Directors
John E. Pelletier
Secretary,
THE DREYFUS/LAUREL FUNDS, INC.
June 3, 1996
INSTRUCTIONS FOR SIGNING PROXIES
The following general rules for signing proxies may be of assistance
to you and avoid the time and expense involved in validating your vote if
you fail to sign your proxy properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration on the
proxy.
3. All Other Accounts: The capacity of the individual signing the
proxy should be indicated unless it is reflected in the form of
registration. For example:
Registration
Corporate Accounts Valid Signature
(1) ABC Corp. John Doe, Treasurer
(2) ABC Corp.
c/o John Doe, Treasurer John Doe, Treasurer
(3) ABC Corp. Profit Sharing Plan John Doe, Trustee
Trust Accounts
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe, Trustee
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor
THE DREYFUS/LAUREL FUNDS, INC.
Dreyfus European Fund
200 PARK AVENUE
NEW YORK, NEW YORK 10166
1-800-645-6561
PROXY STATEMENT
Special Meeting of Stockholders
June 20, 1996
The accompanying proxy is being solicited by the Board of Directors of
The Dreyfus/Laurel Funds, Inc. (the "Company") for use at a Special Meeting
of Stockholders of the Dreyfus European Fund (the "Fund"), to be held on
June 20, 1996, at 10:00 a.m. at the offices of The Dreyfus Corporation, 200
Park Avenue, 7th Floor West, New York, New York 10166, and at any
adjournments thereof (the "Meeting"). A Notice of Special Meeting
of Stockholders and a proxy accompany this proxy statement (the "Proxy
Statement").
Proxy solicitations will be made primarily by mail, but may also be
made by telephone, telegraph or personal interviews conducted by officers
and employees of the Company, The Dreyfus Corporation ("Dreyfus"), the
Fund's investment adviser, affiliates of Dreyfus or other representatives
of the Fund. This Proxy Statement is first being mailed on or about June
6, 1996. The cost of solicitation and the expenses incurred in connection
with preparing this Proxy Statement and its enclosures will be paid by
Dreyfus. Dreyfus also will reimburse brokerage firms and others for their
expenses in forwarding solicitation material to the beneficial owners of
shares of the Fund.
If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the shares represented by the proxy will be voted in
accordance with the instructions marked on the proxy. Unmarked proxies
will be voted FOR Proposal 1 (the "Proposal") described in the accompanying
Notice of Special Meeting of Stockholders. Proxies that reflect abstentions
and "broker non-votes" (i.e., shares held by brokers or nominees as to
which (i) instructions have not been received from the beneficial owners or
the persons entitled to vote or (ii) the broker or nominee does not have
discretionary voting power on a particular matter) will be counted as
shares that are present and entitled to vote for purposes of determining
the presence of a quorum. With respect to the Proposal, abstentions and
broker non-votes have
the effect of a negative vote on the Proposal. Any stockholder who has
been given a proxy has the right to revoke it any time prior to its
exercise by attending the Meeting and voting his or her shares in person or
by submitting a letter of revocation or a later-dated proxy to the Company
which must be received prior to the date of the Meeting.
The Company is composed of a number of separate series (each a
"fund"), the interests of which are represented by shares of common stock
in the Company. Only Investor shares and Class R shares of the Fund are
requested to vote at the Meeting. Under the Company's Articles of
Incorporation (the "Articles"), one-third of the shares of the Fund
outstanding and entitled to vote at the close of business on May 30, 1996
(the "Record Date") shall be a quorum for the transaction of business at
the Meeting, except as otherwise provided by the Investment Company Act of
1940, as amended (the "1940 Act"), or other applicable law. In the event a
quorum is not present at the Meeting or in the event that a quorum is
present but sufficient votes to approve the Proposal are not received, the
persons named as proxies may propose one or more adjournments of the
Meeting to permit further solicitation of proxies. Any such adjournment
will require an affirmative vote of those shares represented at the Meeting
in person or by proxy. The persons named as proxies will vote those
proxies that they are entitled to vote in such manner as they determine to
be in the best interest of stockholders with respect to any proposal to
adjourn the Meeting. A stockholder vote may be taken on the Proposal in
this Proxy Statement prior to such adjournment if sufficient votes have
been received for approval.
S.A.M. Finance, S.A. ("CCF/SAM") has advised the Company that shares
with respect to which CCF/SAM or an affiliate of CCF/SAM exercises voting
discretion will be voted FOR the Proposal described in this Proxy
Statement. Based on the percentage of shares as to which CCF/SAM or an
affiliate exercises voting discretion, and CCF/SAM's stated intent to vote
those shares FOR the Proposal, the Proposal will be approved unless
CCF/SAM's voting discretion is revoked prior to the Meeting.
As of the Record Date, the number of shares outstanding of each class
of the Fund and those beneficially owned by CCF/SAM and its affiliates were
as follows:
Shares Beneficially Owned By
CCF/SAM and Affiliates
Total Shares Number of % of Total
Class Designation Outstanding Shares
Outstanding
Investor 86,014 0 0
Class R 803,649 758,002 94%
The shares referenced in the above chart are deemed "beneficially owned" by
CCF/SAM or its affiliates for purposes of the Securities Exchange Act of 1934,
as amended, solely because CCF/SAM or an affiliate exercises voting discretion
with respect to such shares.
To the best knowledge of the Company, as of the Record Date, no other
single stockholder or "group" (as the term is used in Section 13(d) of the
Securities Exchange Act of 1934, as amended), owned beneficially or of record
more than 5% of the Fund's outstanding shares.
As of the Record Date, the Directors and officers of the Company as a group
beneficially owned less than 1% of the Fund's shares in the aggregate.
Each full share of the Fund outstanding is entitled to one vote and each
fractional share of the Fund outstanding is entitled to a proportionate share of
one vote for such purposes. Only stockholders of record on the Record Date will
be entitled to notice of, and to vote at, the Meeting or any adjournments
thereof. Holders of Investor shares and Class R shares will vote together on
the Proposal. In order to be effective, the Proposal must be approved by a
majority of the votes cast at the Meeting. See "Approval of the Liquidation and
Dissolution of the Fund - Required Vote."
A copy of the Fund's most recent Annual Report, including the Fund's
financial statements for the fiscal year ended October 31, 1995, accompanies
this Proxy Statement and is incorporated herein by reference.
In order that your shares may be represented at the Meeting, you are
requested to:
. indicate your instructions on the proxy;
. date and sign the proxy;
. mail the proxy promptly in the enclosed envelope, which requires no
postage if mailed in the United States; and
. allow sufficient time for the proxy to be received on or before 5:00
p.m. on June 19, 1996.
The principal office of the Company is located at 200 Park Avenue,
New York, New York 10166.
PROPOSAL 1 -- APPROVAL OF THE
LIQUIDATION AND DISSOLUTION OF THE FUND
The Fund is a separate, diversified portfolio of the Company, an open-end
management investment company known as a mutual fund. The Fund's objective is
to outperform the Morgan Stanley Capital International Europe Index (the
"Benchmark") in the medium to long term by allocating the Fund's assets
among Western European countries and industry sectors represented in the
Benchmark. Under normal circumstances, the Fund expects to be fully invested in
securities of issuers of the Western European countries included in the
Benchmark, except for such amounts as are needed to meet short-term cash needs
and redemptions and amounts pending investment.
At April 19, 1996, the Fund held no fixed assets and is not a party to any
pending legal proceedings. At the close of business on April 19, 1996, the net
asset value per share of the Fund's Class R shares was $11.72, and that of its
Investor shares was $11.74. Further information with respect to the Fund's
investments and operations is included in the Fund's Annual Report for its
fiscal year ended October 31, 1995, which accompanies this Proxy Statement. A
Prospectus for the Fund dated March 1, 1996, and a related Statement
of Additional Information of the same date, are available without charge by
writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or by calling 1-800-645-6561.
The Fund commenced operations on January 5, 1987. Dreyfus, which is a
wholly-owned subsidiary of Mellon Bank, N.A. ("Mellon Bank"), currently serves
as the Fund's investment manager pursuant to an Investment Advisory Agreement
dated April 4, 1994 (the "Existing Agreement"). The Existing Agreement was
originally entered into between the Company and Mellon Bank, a subsidiary of
Mellon Bank Corporation ("Mellon"), and was assigned to Dreyfus on October 17,
1994. Mellon Bank served as the Fund's investment manager for the period from
November 1, 1993 through October 16, 1994. CCF/SAM, a wholly-owned subsidiary
of Credit Commercial de France ("CCF"), has served as the Fund's investment sub-
adviser since November 1, 1993 and provides the day-to-day portfolio management
for the Fund.
The Fund is the successor, through an acquisition of assets and assumption
of liabilities, to the Capstone European Fund ("Capstone European"), formerly a
series of the Capstone International Series Trust. Pursuant to the transfer of
assets and liabilities of Capstone European to the Fund which occurred on
November 1, 1993, holders of Capstone European shares received a share of the
Fund for each Capstone European share held by them. Capstone European had
substantially the same investment objective, and substantially the same policies
and restrictions as the Fund. CCF International Finance Corporation ("CCF
International"), also a wholly-owned subsidiary of CCF, served as the Fund's
investment manager for the period from January 5, 1987 through October 31, 1993.
On April 25, 1996, after 2-1/2 years of Dreyfus (and its predecessor Mellon
Bank) serving as the Fund's investment manager, Dreyfus and CCF/SAM recommended,
and the Company's Board of Directors approved, the liquidation and distribution
of Fund assets to Fund stockholders. In reaching its determination, the Board
considered that the Fund has never exhibited any viable asset growth since its
inception in January 1987. The Fund's assets reached a "high" of approximately
$18.5 million in January 1992, and have since declined to approximately $10.4
million as of March 19, 1996. At that date, the Fund had only 215 accounts. In
addition, the Board considered that the Fund's performance has been lagging as
well. The Fund seeks to outperform the Morgan Stanley Capital International
Europe Index (the "Index") in the medium to long term by allocating the Fund's
assets among the Western European countries and industry sectors represented in
the Index. The Fund has been unable, however, to maintain competitiveness with
the performance of funds with comparable investment objectives and has similarly
fallen short of the Lipper European Funds Average and the Index for each of the
one, three and five year periods ended December 31, 1995.
The Board considered the possibility of merging the Fund with another fund
advised by Dreyfus but was advised that Dreyfus does not believe that such a
merger would be appropriate, taking into account a number of factors including
the performance and expenses of funds with comparable objectives, and the cost
and expense involved in such a transaction relative to the size of the Fund and
its relatively small number of stockholders.
If the Proposal is approved, the Fund's portfolio securities would be sold
at market value and the proceeds, constituting the Fund's remaining assets,
would be distributed on or about June 27, 1996 to the Fund's stockholders of
record on or about June 27, 1996. Subsequently, the Fund would be eliminated as
a separate series of the Company.
In anticipation of the proposed liquidation of the Fund, the Board of
Directors approved suspending the sale of the Fund's shares effective May 15,
1996. The Board of Directors also declared a distribution for the Fund, to the
extent necessary to avoid the imposition of Federal income tax and/or excise
tax, in an amount equal to substantially all of the undistributed net investment
income and/or capital gains, to be payable on or about June 27, 1996 to
stockholders of record on or about June 27, 1996, in accordance with each
stockholder's account instructions. Such distribution would be paid to Fund
stockholders only if the Proposal is approved.
Fund stockholders may redeem their Fund shares or exchange them for shares
of another Dreyfus mutual fund prior to the date the Fund is liquidated. The
termination of stockholders' interests in the Fund, either as part of the final
liquidation, or by an earlier redemption or exchange, will be a taxable event.
Fund stockholders should consult their tax advisers as to Federal, state and
local tax consequences.
The Board of Directors unanimously voted to approve the Proposal and to
recommend that stockholders vote FOR the Proposal.
Required Vote. Approval of the Proposal will require the approval of a
majority of the votes cast at the Meeting. Holders of Investor shares and Class
R shares will vote together on the Proposal as a single class.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE FUND'S STOCKHOLDERS VOTE TO
APPROVE THE PROPOSAL.
OTHER INFORMATION
Information about Dreyfus. Dreyfus, located at 200 Park Avenue, New York,
New York 10166, serves as the Fund's investment manager. As of February 29,
1996, Dreyfus managed or administered approximately $85 billion in assets for
more than 1.7 million investor accounts worldwide. Dreyfus is a wholly-owned
subsidiary of Mellon Bank, which in turn is a wholly-owned subsidiary of Mellon.
Mellon is a publicly-owned multibank holding company incorporated under
Pennsylvania law in 1971 and registered under the Bank Holding Company Act of
1956, as amended. Mellon provides a comprehensive range of financial products
and services in domestic and selected international markets. Through its
subsidiaries, including Dreyfus, Mellon managed approximately $233 billion in
assets as of December 31, 1995, including $81 billion in mutual fund assets.
Information about CCF/SAM. CCF/SAM, located at 115 Avenue des Champs-
Elysees, Paris, France 75008, serves as the Fund's investment sub-adviser.
CCF/SAM is a French corporation organized in 1989, has been a registered
investment adviser since February, 1993, and currently advises approximately $2
billion in assets worldwide. CCF/SAM is a wholly-owned subsidiary of CCF, which
was founded in 1894 and is one of Europe's largest commercial banks. CCF has
370 offices in France as well as 40 others around the world of which 10 are
located in European countries.
Information about the Distributor. Premier Mutual Fund Services, Inc.
("Premier"), located at One Exchange Place, Boston, Massachusetts 02109, acts as
the distributor to the Fund. Premier also serves as Sub-Administrator to the
Fund pursuant to a Sub-Administration Agreement with Dreyfus. Premier is a
wholly-owned subsidiary of Institutional Administration Services, Inc., a
provider of mutual fund administration services, the parent company of which is
Boston Institutional Group, Inc.
Other Matters to Come Before the Meeting. The Directors do not intend to
present any other business at the Meeting, nor are they aware that any
stockholder intends to do so. If, however, any other matters are properly
brought before the Meeting, the persons named in the accompanying proxy will
vote on any other matter properly brought before the Meeting in accordance with
their judgment.
Stockholder Proposals. Annual stockholder meetings are not held by the
Company. Stockholders wishing to submit proposals for consideration for
inclusion in a proxy statement for a subsequent stockholder meeting should send
their written proposals to the Company at 200 Park Avenue, New York, New York
10166, such that they will be received by the Company a reasonable period of
time prior to any such meeting.
Notice to Banks, Broker-Dealers and Voting Trustees and Their Nominees.
Please advise the Company at 200 Park Avenue, New York, New York 10166, whether
other persons are beneficial owners of shares for which proxies are being
solicited and, if so, the number of copies of this Proxy Statement needed to
supply copies to the beneficial owners of the respective shares.
Financial Statements and Experts. The Fund's audited financial statements,
which include the statement of assets and liabilities, as of October 31, 1995,
and the statement of operations, the statement of changes in net assets and
financial highlights for the year ended October 31, 1995, have been incorporated
by reference into this Proxy Statement from the Fund's Annual Report, a copy of
which accompanies this Proxy Statement.
June 3, 1996
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS NECESSARY IF IT IS MAILED IN THE UNITED STATES.
THE DREYFUS/LAUREL FUNDS, INC.
SPECIAL MEETING OF STOCKHOLDERS - JUNE 20, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Steven F. Newman and Jeff S. Prusnofsky, and
each of them, attorneys and proxies for the undersigned, with full powers of
substitution and revocation to represent the undersigned and to vote on behalf
of the undersigned all shares of common stock of the Dreyfus European Fund (the
"Fund"), a series of The Dreyfus/Laurel Funds, Inc., that the undersigned is
entitled to vote at a Special Meeting of Stockholders of the Fund to be held at
the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New
York, New York 10166, on June 20, 1996 at 10:00 a.m. and at any adjournment(s)
thereof (the "Meeting"). The undersigned hereby acknowledges receipt of the
Notice of Special Meeting and Proxy Statement, and hereby instructs said
attorneys and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other matters as may
properly come before the Meeting. The undersigned hereby revokes any proxy
previously given.
PLEASE COMPLETE, SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
DATE:_________________________, 1996
NOTE: Please sign exactly as your name or names appear
on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as
attorney, executor, administrator, trustee, guardian or corporate officer,
please give your full title as such.
________________________________________________
Signature(s), Title(s) if applicable
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX BELOW AS SHOWN,
USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT USE RED INK.--
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL.
To approve the liquidation and distribution of the Dreyfus European Fund's
assets to the Fund's stockholders of record on or about June 27, 1996, with such
distribution to be payable on or about June 27, 1996.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, the proxies are, and each of them is, authorized to vote
upon any other business that may properly come before the Meeting, or any
adjournment(s) thereof, including any adjournment(s) necessary to
obtain the requisite quorums or "FOR" approvals.
PLEASE SIGN AND DATE WHERE INDICATED ON PAGE 1.
