SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant /*/
FIled by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/*/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DREYFUS CALIFORNIA MUNICIPAL INCOME, INC.
DREYFUS MUNICIPAL INCOME, INC.
DREYFUS NEW YORK MUNICIPAL INCOME, INC.
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NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS
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To the Stockholders:
The Annual Meeting of Stockholders of each of Dreyfus California Municipal
Income, Inc., Dreyfus Municipal Income, Inc. and Dreyfus New York Municipal
Income, 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, May 21, 1999 at 10:00 a.m., for the following purposes:
1. To elect three Class III Directors to serve for a three year 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 March 25, 1999 will be
entitled to receive notice of and to vote at the meeting.
By Order of the Board
Stephanie D. Pierce
Assistant Secretary
New York, New York
March 25, 1999
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 QUORUM 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.
<PAGE>
DREYFUS CALIFORNIA MUNICIPAL INCOME, INC.
DREYFUS MUNICIPAL INCOME, INC.
DREYFUS NEW YORK MUNICIPAL INCOME, INC.
COMBINED PROXY STATEMENT
------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MAY 21, 1999
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of each of Dreyfus California Municipal Income, Inc.
(" DCMI"), Dreyfus Municipal Income, Inc. ("DMI") and Dreyfus New York Municipal
Income, Inc. (" DNYMI" ) (each, a "Fund" and, collectively, the "Funds") to be
used at the Annual Meeting of Stockholders of each Fund to be held on Friday,
May 21, 1999 at 10: 00 a.m., at the offices of The Dreyfus Corporation
(" Dreyfus" ), 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 March 25, 1999
are entitled to be present and to vote at the meeting. Stockholders are entitled
to one vote for each Fund share held and fractional votes for each fractional
Fund share held. 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 meeting. In addition, any stockholder who attends the
meeting in person may vote by ballot at the meeting, thereby cancelling any
proxy previously given. As of March 25, 1999, the Funds had outstanding the
following number of shares:
NAME OF FUND SHARES OUTSTANDING
DCMI 4,552,945
DMI 20,382,927
DNYMI 3,814,597
It is estimated that proxy materials will be mailed to stockholders of
record on or about April 9, 1999. 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 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW
YORK 11556-0144, 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 any other Fund, the proposal will be implemented only for the
Fund that approved the proposal. Therefore, it is essential that stockholders
who own shares in more than one 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 terms
of office of one class expiring each year. It is proposed that stockholders of
each Fund consider the election of three Class III Directors to serve for three
year terms and until their respective successors are duly elected and qualified.
The individual nominees (the "Nominees") proposed for election are listed below.
Each Nominee has consented to being named in this proxy statement and has agreed
to serve as a Board member of each Fund if elected. Biographical information
about each Nominee is set forth below. Biographical information about each
Fund' s continuing Directors and other relevant information is set forth on
Exhibit A. Unless otherwise indicated, information set forth herein applies to
all Funds.
<PAGE>
<TABLE>
NAME OF NOMINEE, PRINCIPAL OCCUPATION DIRECTOR YEAR TERM
AND BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE SINCE WOULD EXPIRE
<S> <C> <C> <C>
CLASS III:
JOSEPH S. DIMARTINO 55 1995 2002
Chairman of the Board of each Fund. Since January 1995, Chairman of the Board
of various funds in the Dreyfus Family of Funds. He is a director of The Noel
Group, Inc., a venture capital company (for which, from February 1995 until
November 1997, he was Chairman of the Board) , The Muscular Dystrophy
Association, HealthPlan Services Corporation, a provider of marketing,
administrative and risk management services to health and other benefit
programs, Carlyle Industries, Inc. (formerly, Belding Heminway Company, Inc.), a
button packager and distributor, Century Business Services, Inc. (formerly
International Alliance Services, Inc.) , a provider of various outsourcing
functions for small and medium size companies, and Career Blazers Inc.
(formerly, Staffing Resources, Inc.) , a temporary placement agency. For more
than five years prior to January 1995, he was President, a director and, until
August 1994, Chief Operating Officer of Dreyfus and Executive Vice President and
a director of Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus.
From August 1994 to December 31, 1994, he was a director of Mellon Bank
Corporation. His address is 200 Park Avenue, New York, New York 10166.
GEORGE L. PERRY 65 1989 2002
An economist and Senior Fellow at the Brookings Institution since 1969. He is
co-director of the Brookings Panel on Economic Activity and editor of its
journal, The Brookings Papers. He is also a director of the State Farm Mutual
Automobile Association, and State Farm Life Insurance Company and a trustee of
Federal Realty Investment Trust. His address is 1775 Massachusetts Avenue, N.W.,
Washington, D.C. 20015.
PAUL WOLFOWITZ 54 1994 2002
Dean of The Paul H. Nitze School of Advanced International Studies at Johns
Hopkins University. From 1989 to 1993, he was Under Secretary of Defense for
Policy. From 1986 to 1989, he was the U.S. Ambassador to the Republic of
Indonesia. From 1982 to 1986, he was Assistant Secretary of State for East Asian
and Pacific Affairs of the Department of State. His address is 1740
Massachusetts Avenue, N.W., Washington, D.C. 20036.
2
</TABLE>
<PAGE>
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
Board member for any reason, but if that should occur prior to the meeting, the
proxyholders 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" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act" )) of the Fund, the function of which is to routinely
review financial statements and other audit-related matters as they arise
throughout the year. None of the Funds has a standing nominating or compensation
committee or any committee performing similar functions.
For each Fund's most recent fiscal year, the number of Board meetings that
were held and the aggregate amount of compensation received by each Continuing
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 in Exhibit A. Certain
information concerning each Fund's officers is also set forth in Exhibit A.
Each Fund typically pays its Board members an annual retainer of $2,500 and
a $250 per meeting fee and reimburses them for their expenses. The Chairman of
the Board of each Fund, which position is held by Joseph S. DiMartino, receives
an additional 25% in annual retainer and per meeting fees. Emeritus Directors
are entitled to receive an annual retainer and per meeting fee of one-half the
amount paid to them. The Funds had no Emeritus Directors as of the date of this
Proxy Statement. The Funds do not pay any other remuneration to their officers
and Board members, and none of the Funds has a bonus, pension, profit-sharing or
retirement plan.
The aggregate amount of compensation paid to each Nominee by each Fund for
the fiscal year ended September 30, 1998, and by all funds in the Dreyfus Family
of Funds for which such Nominee was a Board member (the number of which is set
forth in parenthesis next to each Nominee's total compensation)* for the year
ended December 31, 1998, was as follows:
<TABLE>
TOTAL
COMPENSATION
FROM FUNDS AND
AGGREGATE FUND COMPLEX
NAME OF NOMINEE COMPENSATION PAID TO
AND FUND FROM EACH FUND** NOMINEE
<S> <C> <C>
JOSEPH S. DIMARTINO $619,660 (187)
DCMI $5,000
DMI $5,000
DNYMI $5,000
GEORGE L. PERRY $51,750 (15)
DCMI $3,750
DMI $3,750
DNYMI $3,750
PAUL WOLFOWITZ $49,500 (14)
DCMI $3,750
DMI $3,750
DNYMI $3,750
- ------------------------------------
</TABLE>
* Represents the number of separate portfolios comprising the investment
companies in the fund complex, including the Funds, for which the Nominee serves
as a Board member.
**Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $1,162 for DCMI, $1,340 for DMI and $1,156 for DNYMI for all
Directors as a group.
For each Fund, election of each of the Nominees requires the affirmative
vote of a plurality of the votes cast at the Fund's meeting.
3
<PAGE>
PROPOSAL 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 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
1940 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 upon 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 those Directors who are not "interested persons" of the
Fund, approved the selection of Ernst & Young LLP for the fiscal year ending
September 30, 1999 at a Board meeting held on November 5, 1998. Accordingly, the
selection by each Fund's Board of Ernst & Young LLP as independent auditors of
the Fund for the fiscal year ending September 30, 1999 is submitted to
stockholders for ratification. Apart from its fees received as independent
auditors, neither Ernst & Young LLP nor any of its partners has a direct, or
material indirect, financial interest in the Funds or Dreyfus.
Ernst & Young LLP, a major international accounting firm, has acted as
auditors of each Fund since the Funds' organization. Each Fund's Board believes
that the continued employment of the services of Ernst & Young LLP for the
fiscal year ending September 30, 1999 is in the best interests of the Fund.
A representative of Ernst & Young LLP is expected to be present at the
meeting, 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 ERNST &
YOUNG LLP AS INDEPENDENT AUDITORS OF THE FUND.
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. Under Maryland law, abstentions do not constitute a
vote "for" or "against" a matter and will be disregarded in determining "votes
cast" on an issue.
Each Fund's Board is not aware of any other matter which may come before the
meeting. However, should any such matter with respect to one or more 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 matter.
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.
Proposals that stockholders wish to include in any Fund's proxy statement
for such Fund's next Annual Meeting of Stockholders must be sent to and received
by such Fund no later than December 31, 1999 at the principal executive offices
of the Fund at 200 Park Avenue, New York, New York 10166, Attention: General
Counsel.
Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the
Funds' investment adviser. Diane P. Durnin was elected Vice President-Product
Development of Dreyfus as of March 1, 1999. Martin G. McGuinn became a director
of Dreyfus as of January 1, 1999. Theodore A. Schachar was elected Vice
President-Tax of Dreyfus as of October 28, 1998. William H. Maresca was elected
Controller of Dreyfus as of Septmber 10, 1998. Richard Terres was elected Vice
President of Dreyfus as of September 1, 1998. Wendy Strutt was elected Vice
President of Dreyfus as of September 1, 1998. Margaret W. Chambers was elected
Vice President and Secretary of each Fund as of June 15, 1998. Stephanie D.
Pierce was elected Vice President and Assistant Treasurer of each Fund as of
June 15, 1998. George A. Rio was elected Vice President and Assistant Treasurer
of each Fund as of June 15, 1998. None of the above had any ownership of, or
engaged in any transaction with respect to, the Funds' shares at the time they
assumed their positions. Each of the above filed a Form 3 pursuant to Section
16(a) of the Securities Exchange Act of 1934. Ms. Durnin filed a Form 3 on March
17, 1999. Mr. McGuinn filed a Form 3 on January 11, 1998. Mr. Schachar filed a
Form 3 on November 13, 1998. Messrs. Maresca and Terres and Ms. Strutt each
filed a Form 3 on September 22, 1998. Meadames Chambers and Pierce and Mr. Rio
each filed a Form 3 on July 22, 1998.
4
<PAGE>
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the appropriate Fund, in care of Mellon Bank, N.A., c/o Proxy
Services Corporation, 115 Amity Street, Jersey City, New Jersey 07304, 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 EACH ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: March 25, 1999
5
<PAGE>
EXHIBIT A
PART I
Part I sets forth information relevant to the continuing Directors. Unless
otherwise indicated the information set forth herein applies to all Funds.
<TABLE>
NAME OF CONTINUING DIRECTOR, PRINCIPAL
OCCUPATION AND BUSINESS EXPERIENCE FOR DIRECTOR YEAR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
CLASS I:
<S> <C> <C> <C>
LUCY WILSON BENSON 71 1988 2000
President of Benson and Associates, consultants to business and government.
Mrs. Benson is a director of the COMSAT Corporation, and Logistics Management
Institute. She is also a Trustee of the Alfred P. Sloan Foundation, Vice
Chairman of the Board of Trustees of Lafayette College, Vice Chairman of the
Citizens Network for Foreign Affairs and of The Atlantic Council of the U.S. and
a member of the Council on Foreign Relations. From 1980 to 1994, Mrs. Benson was
a director of the Grumman Corporation and of the General RE Corporation from
1990 to 1998. Mrs. Benson served as a consultant to the U.S. Department of State
and to SRI International from 1980 to 1981. From 1977 to 1980, she was Under
Secretary of State for Security Assistance, Science and Technology. Her address
is 46 Sunset Avenue, Amherst, Massachusetts 01002.
DAVID W. BURKE 62 1994 2000
Chairman of the Broadcasting Board of Governors, an independent board within
the United States Information Agency, from August 1995 to November 1998. From
August 1994 to December 1994, Mr. Burke was a Consultant to Dreyfus, and, from
October 1990 to August 1994, he was 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. His address is Box 654,
Eastham, Massachusetts 02109.
MARTIN D. FIFE 72 1988 2000
Chairman of the Board of Magar, Inc., a company specializing in financial
products and developing early stage companies. Mr. Fife is also Chairman of the
Board and Chief Executive Officer of Skysat Communications Network Corporation,
a company developing telecommunications systems. Mr. Fife also serves on the
boards of various other companies. His address is The Chrysler Building, 405
Lexington Avenue, New York, New York 10174.
A-1
<PAGE>
NAME OF CONTINUING DIRECTOR, PRINCIPAL
OCCUPATION AND BUSINESS EXPERIENCE FOR DIRECTOR YEAR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
CLASS II:
WHITNEY I. GERARD 64 1988 2001
Partner of the New York City law firm of Chadbourne & Parke. His address is
30 Rockefeller Plaza, New York, New York 10112.
((+))ROBERT R. GLAUBER 60 (1988) 2001
Research Fellow, Center for Business and Government at 1992*
the John F. Kennedy School of Government, Harvard University, since January
1992. Mr. Glauber was Under Secretary of the Treasury for Finance at the U.S.
Treasury Department from May 1989 to January 1992. For more than five years
prior thereto, he was a Professor of Finance at the Graduate School of Business
Administration of Harvard University, and from 1985 to 1989, Chairman of its
Advanced Management Program. He is chairman of The Measurisk Group, a risk
measurement advisory and software development firm, co-chairman of the
Investment Committee, Massachusetts State Retirement Fund, and is also a
director of The Dun & Bradstreet Corp, Exel Limited, a Bermuda based insurance
company, Cooke and Bieler, Inc., investment counselors, National Association of
Securities Dealers, Inc., NASD Regulation, Inc. and the Federal Reserve Bank of
Boston. His address is 79 John F. Kennedy Street, Cambridge, Massachusetts
02138.
ARTHUR A. HARTMAN 73 1989 2001
Senior consultant with APCO Associates Inc. From 1981 to 1987, he was United
States Ambassador to the former Soviet Union. He sits on the Boards of Ford
Meter Box Corporation and Lawter International and is a member of the advisory
councils of several other companies, research institutes and foundations.
Ambassador Hartman is Chairman of First NIS Regional Funds (ING/Barings
Management) and former President of the Harvard Board of Overseers. His address
is 2738 McKinley Street, N.W., Washington, D.C. 20015.
- ----------------
*Mr. Glauber was elected to the Board of each Fund on September 15, 1988 and
resigned on October 1, 1988 to accept a government
position. He was re-elected to the Board of each Fund on January 30, 1992.
((+)) "Interested Person" as defined by the 1940 Act.
</TABLE> A-2
<PAGE>
PERTAINING TO THE BOARD OF EACH FUND
* Number of Board and committee meetings held during the last fiscal year:
DCMI: 6
DMI: 6
DNYMI: 6
*Directors, if any, attending fewer than 75% of all Board and committee
meetings, as applicable, held in the last fiscal year during the period the
Director was in office:
DCMI: Robert R. Glauber
DMI: Robert R. Glauber
DNYMI: Robert R. Glauber
As of March 25, 1999, each Fund's Directors and officers, as a group (20
persons), owned less than 1% of the Fund's outstanding shares.
COMPENSATION TABLE. The aggregate amount of compensation paid to each
continuing Director by each Fund for the fiscal year ended September 30, 1998
and by all funds in the Dreyfus Family of Funds for which such continuing
Director was a Board member (the number of which is set forth in parenthesis
next to each Director' s total compensation)* for the year ended December 31,
1998, was as follows:
<TABLE>
TOTAL
COMPENSATION
FROM FUNDS AND
AGGREGATE FUND COMPLEX
NAME OF CONTINUING COMPENSATION PAID TO
DIRECTOR AND FUND FROM EACH FUND** CONTINUING DIRECTOR
<S> <C> <C>
LUCY WILSON BENSON $77,168 (24)
DCMI $4,000
DMI $4,000
DNYMI $4,000
DAVID W. BURKE $233,500 (62)
DCMI $4,000
DMI $4,000
DNYMI $4,000
MARTIN D. FIFE $56,000 (15)
DCMI $4,000
DMI $4,000
DNYMI $4,000
WHITNEY I. GERARD $60,250 (15)
DCMI $4,000
DMI $4,000
DNYMI $4,000
ROBERT R. GLAUBER $88,250 (41)
DCMI $3,500
DMI $3,500
DNYMI $3,750
ARTHUR A. HARTMAN $55,750 (15)
DCMI $3,750
DMI $3,750
DNYMI $3,750
- ------------------------------------
* Represents the number of separate portfolios comprising the investment
companies in the fund complex, including the Funds, for which the continuing
Director serves as Board member.
**Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $1,162 for DCMI, $1,340 for DMI and $1,156 for DNYMI for all
Directors as a group.
</TABLE> A-3
<PAGE>
PART II
Part II sets forth information relevant to the executive officers of each
Fund.
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
MARIE E. CONNOLLY
President and Treasurer 41 President, Chief Executive
Officer, Chief Compliance Officer and a director of Premier Mutual Fund
Services, Inc. ("Premier"), and Funds Distributor, Inc., the ultimate parent of
which is Boston Institutional Group, Inc., and an officer of other investment
companies advised or administered by Dreyfus.
MARGARET W. CHAMBERS
Vice President and Secretary 38 Senior Vice President and
General Counsel of Funds Distributor, Inc., and an officer of other investment
companies advised or administered by Dreyfus. From August 1996 to March 1998,
she was Vice President and Assistant General Counsel for Loomis, Sayles &
Company, L.P. From January 1986 to July 1996, she was an associate with the law
firm of Ropes & Gray.
STEPHANIE D. PIERCE
Vice President, Assistant Secretary 30 Vice President and Client
Development
and Assistant TreasurerManager of Funds Distributor,
Inc., and an officer of other investment companies advised or administered by
Dreyfus. From April 1997 to March 1998, she was employed as a Relationship
Manager with Citibank, N.A. From August 1995 to April 1997, she was an Assistant
Vice President with Hudson Valley Bank, and from September 1990 to August 1995,
she was Second Vice President with Chase Manhattan Bank.
MARY A. NELSON
Vice President and Assistant Treasurer 34 Vice President of Premier and
Funds Distributor, Inc., and an officer of other investment companies advised or
administered by Dreyfus. From September 1989 to July 1994, she was an Assistant
Vice President and Client Manager for The Boston Company, Inc.
A-4
<PAGE>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
GEORGE A. RIO
Vice President and Assistant Treasurer 43 Executive Vice President and
Client Service Director of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by Dreyfus. From June 1995 to March
1998, he was Senior Vice President and Senior Key Account Manager for Putnam
Mutual Funds. From May 1994 to June 1995, he was Director of Business
Development for First Data Corporation. From September 1983 to May 1994, he was
Senior Vice President and Manager of Client Services and Director of Internal
Audit at The Boston Company, Inc.
JOSEPH F. TOWER, III
Vice President and Assistant Treasurer 36 Senior Vice President,
Treasurer, Chief Financial Officer and a director of Premier and Funds
Distributor, Inc., 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.
DOUGLAS C. CONROY
Vice President and Assistant Secretary30Assistant Vice President of
Funds Distributor, Inc., and an officer of other investment companies advised or
administered by Dreyfus. From April 1993 to January 1995, he was a Senior Fund
Accountant for Investors Bank & Trust Company.
KATHLEEN K. MORRISSEY
Vice President and Assistant Secretary 26 Vice President and Assistant
Secretary of Funds Distributor, Inc., and an officer of other investment
companies advised or administered by Dreyfus. From July 1994 to November 1995,
she was a Fund Accountant for Investors Bank & Trust Company.
A-5
<PAGE>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
CHRISTOPHER J. KELLEY
Vice President and Assistant Secretary 34 Vice President and Senior
Associate General Counsel of Premier and Funds Distributor, Inc., and an officer
of other investment companies advised or administered by Dreyfus. From April
1994 to July 1996, he was Assistant Counsel at Forum Financial Group. From
October 1992 to March 1994, he was employed by Putnam Investments in legal and
compliance capacities.
ELBA VASQUEZ
Vice President and Assistant Secretary 37 Assistant Vice President of
Funds Distributor, Inc., and an officer of other investment companies advised or
administered by Dreyfus. From March 1990 to May 1996, she was employed by U.S.
Trust Company of New York where she held various sales and marketing positions
The address of each officer of the Funds is 200 Park Avenue, New York, New York
10166.
A-6
<PAGE>
Dreyfus Municipal Income, Inc.
__________________________________________________
(Name of Registrant as Specified in Its Charter
DREYFUS MUNICIPAL INCOME, INC.
_________________________________________________
(Name of Person(s) Filing Proxy Statement)
IMPORTANT
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY CARD(S) TODAY.
No matter how many shares you own, your vote is important. Voting can also
help the Fund save money. To hold a meeting, a quorum must be represented.
Voting today can save the Fund the expense of another solicitation for proxies
required to achieve a quorum.
Please note, that if you hold more than one account in the Fund, a proxy card
will be sent to you for each of your accounts. You should sign and return
each proxy card in order for all your votes to be counted.
Thank you for your interest in the Fund.
DREYFUS MUNICIPAL INCOME, INC.
The undersigned stockholder of Dreyfus Municipal Income, Inc. (the
"Fund") hereby appoints Robert R. Mullery and Michael A. Rosenberg 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 the Fund
standing in the name of the undersigned at the close of business on March 25,
1999 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 11:00 a.m. on Friday, May 21, 1999 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 III - Joseph S. DiMartino, George L. Perry, Paul
Wolfowitz
______________________________________________________________________________
2. To ratify the selection of Ernst & Young LLP as 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, administrator, trustee or guardian,
please give full title.
Dated:_____________________, 1999
___________________________________
Signature(s)
___________________________________
Signature(s)
Sign, Date and return the Proxy
Card Promptly using the
Enclosed Envelope
