August 5, 1994
DREYFUS CASH MANAGEMENT PLUS, INC.
SUPPLEMENT TO PROSPECTUS
DATED JANUARY 28, 1994
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, and in connection with entering
into reverse repurchase agreements to the extent described in the Prospectus;
(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 restriction which limits investment in illiquid securities to 10% of
the Fund's net assets non-fundamental.
671/719stkr080594
August 5, 1994
DREYFUS CASH MANAGEMENT PLUS, INC.
Supplement to the Statement of Additional Information
Dated January 28, 1994
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 Directors at any time. The
Fund may not:
2. Borrow money, except (i) 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 and (ii) in connection with the entry into reverse repurchase agreements
to the extent described in the Fund's Prospectus. While borrowings described in
clause (i) 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.
