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FILE NOS. 33-25941 AND 811-5718
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933[ X ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 9 [ X ]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 9 [ X ]
(Check appropriate box or boxes)
DREYFUS TREASURY PRIME CASH MANAGEMENT
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6020
Daniel C. Maclean, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
_____ immediately upon filing pursuant to paragraph (b)
__X__ on November 30, 1994 pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a) (i)
_____ on (date) pursuant to paragraph (a) (i)
_____ 75 days after filing pursuant to paragraph (a) (ii)
_____ on (date) pursuant to paragraph (a) (ii) of Rule 485
Registrant has registered an indefinite number of shares of its Common Stock
under the Securities Act of 1933 pursuant to Sec. 24(f) of the Investment
Company Act of 1940. Registrant's Rule 24f-2 Notice for the fiscal year ended
February 28, 1994 was filed April 21, 1994.
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REGISTRATION STATEMENT NOS. 33-25941 AND 811-5718
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
For Registration under the Securities Act of 1933 of Securities of Open-End
Management Investment Companies registered on Form N-1A.
A. Exact name of Company specified in Charter:
DREYFUS TREASURY PRIME CASH MANAGEMENT
B. Complete address of Company's principal executive offices:
c/o The Dreyfus Corporation, 200 Park Avenue, New York, NY 10166
C. Name and complete address ofagent for service:
Daniel C. Maclean, Esq., The Dreyfus Corporation
200 Park Avenue, New York, NY 10166
D. Title and amount of Securities being registered (number of shares or
other units):
551,618,962 Shares (See Note Below)
E. Proposed aggregate offering price to the public of the securities being
registered:
$290,000 (Determined on the basis of the closing
price on November 17, 1994 i.e. $1.00
per share (See Note Below))
F. Amount of filing fee, computed at one twenty-ninth of one percent of
the proposed maximum aggregate offering price to the public:
$100 (See Note Below)
G. Appropriate date of proposed public offering:
As soon as practicable after the effective date of this
Registration Statement, and thereafter from day to day
NOTE: Shares to be registered pursuant to Rule 24e-2
Aggregate
Offering Price
Total Shares Registered: 551,618,962 X $1.00 = $551,618,962
Less Adjustment for Shares
Redeemed in excess of Shares
Sold during Fiscal Year
ended February 28, 1994: 551,328,962 X $1.00 = $551,328,962
----------- ----- ------------
290,000 X $1.00 = $ 290,000
=========== ====== ============
Fee at 1/29 of 1%
$ 100
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CONSENT OF STROOCK & STROOCK & LAVAN
The Consent of Stroock & Stroock & Lavan, counsel to the Registrant, has
been included in their Opinion filed as Exhibit 10 to this Amendment to the
Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State of
New York, on the 22nd day of November, 1994 .
DREYFUS TREASURY PRIME CASH MANAGEMENT
BY: /s/ Marie E. Connolly*
MARIE E. CONNOLLY, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE Date
/s/ Marie E. Connolly* President and Treasurer
Marie E. Connolly (Principal Executive
and Financial Officer)
/s/ David W. Burke* Trustee
David W. Burke
/s/ Isabel P. Dunst* Trustee
Isabel P. Dunst
/s/ Lyle E. Gramley* Trustee
Lyle E. Gramley
/s/ Warren B. Rudman* Trustee
Warren B. Rudman
BY: ______________________________________
Frederick C. Dey, Attorney-in-Fact
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WRITTEN CONSENT
OF
THE BOARDS OF EACH OF THE INVESTMENT COMPANIES
ENUMERATED ON SCHEDULE A HERETO
The undersigned, being members of the Boards of each of the investment
companies enumerated on Schedule A hereto (each, a "Fund"), hereby adopt the
following resolution on behalf of each Fund by unanimous written consent:
RESOLVED, that the Registration Statement and any and
all amendments and supplements thereto, may be signed
by any one of Frederick C. Dey, Eric B. Fischman, Ruth
D. Leibert and John Pelletier as the attorney-in-fact
for the proper officers of the Fund, with full power of
substitution and resubstitution; and that the appoint-
ment of each of such persons as such attorney-in-fact
hereby is authorized and approved; and that such
attorneys-in-fact, and each of them, shall have full
power and authority to do and perform each and every
act and thing requisite and necessary to be done in
connection with such Registration Statement and any and
all amendments and supplements thereto, as fully to all
intents and purposes as the officer, for whom he is act-
ing as attorney-in-fact, might or could do in person.
IN WITNESS WHEREOF, the undersigned have executed this Consent as of
August 29, 1994.
/s/ David W. Burke /s/ Lyle E. Gramley
David W. Burke, Board Member Lyle E. Gramley, Board Member
/s/ Isabel P. Dunst /s/ Warren B. Rudman
Isabel P. Dunst, Board Member Warren B. Rudman, Board Member
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Frederick C. Dey, Eric
B. Fischman, Ruth D. Leibert and John E. Pelletier and each of them, with full
power to act without the other, her true and lawful attorney-in-fact and
agent, with full power of substitution or resubstitution, for her and in her
name, place and stead, in any and all capacities (until revoked in writing)
to sign any and all amendments to the Registration Statement of Dreyfus
Treasury Prime Cash Management (including post-effective amendments and
amendments thereto), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-fact or agents or any of
them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Marie E. Connolly
Marie E. Connolly, President and Treasurer
Dated November 17, 1994
Page 7
SCHEDULE A
Dreyfus Cash Management
Dreyfus Cash Management Plus, Inc.
Dreyfus Government Cash Management
Dreyfus Treasury Cash Management
Dreyfus Treasury Prime Cash Management
Dreyfus Tax Exempt Cash Management
Dreyfus Municipal Cash Management Plus
Dreyfus New York Municipal Cash Management
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000843781
<NAME> DREYFUS TREASURY PRIME CASH MANAGEMENT
<SERIES>
<NUMBER> 1
<NAME> CLASS A SHARES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-28-1994
<PERIOD-END> FEB-28-1994
<INVESTMENTS-AT-COST> 4,476,937
<INVESTMENTS-AT-VALUE> 4,476,937
<RECEIVABLES> 16,148
<ASSETS-OTHER> 3,715
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,496,800
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 739
<TOTAL-LIABILITIES> 739
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,496,061
<SHARES-COMMON-STOCK> 4,442,145
<SHARES-COMMON-PRIOR> 5,001,508
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 4,442,145
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 154,391
<OTHER-INCOME> 0
<EXPENSES-NET> 9,720
<NET-INVESTMENT-INCOME> 144,671
<REALIZED-GAINS-CURRENT> 9
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 144,680
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (144,415)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 25,962,655
<NUMBER-OF-SHARES-REDEEMED> 26,567,811
<SHARES-REINVESTED> 45,794
<NET-CHANGE-IN-ASSETS> (505,438)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (9)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9,696
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,614
<AVERAGE-NET-ASSETS> 4,837,373
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .030
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.030)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .002
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000843781
<NAME> DREYFUS TREASURY PRIME CASH MANAGEMENT
<SERIES>
<NUMBER> 2
<NAME> CLASS B SHARES
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-28-1994
<PERIOD-END> FEB-28-1994
<INVESTMENTS-AT-COST> 4,476,937
<INVESTMENTS-AT-VALUE> 4,476,937
<RECEIVABLES> 16,148
<ASSETS-OTHER> 3,715
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4,496,800
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 739
<TOTAL-LIABILITIES> 739
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,496,061
<SHARES-COMMON-STOCK> 53,916
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
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<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 154,391
<OTHER-INCOME> 0
<EXPENSES-NET> 9,720
<NET-INVESTMENT-INCOME> 144,671
<REALIZED-GAINS-CURRENT> 9
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 144,680
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (256)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 164,246
<NUMBER-OF-SHARES-REDEEMED> 110,419
<SHARES-REINVESTED> 89
<NET-CHANGE-IN-ASSETS> (505,438)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (9)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9,696
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,614
<AVERAGE-NET-ASSETS> 67,109
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .004
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.004)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .005
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
