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 Sections 240.14a-11(c) or 240.14a-12
DREYFUS GROWTH AND VALUE FUNDS, INC.
-----------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
DREYFUS GROWTH AND VALUE FUNDS, 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), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[_] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous 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:
<PAGE>
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 Sections 240.14a-11(c) or 240.14a-12
DREYFUS MIDCAP INDEX FUND
-----------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
DREYFUS MIDCAP INDEX FUND
- -------------------------------------------------------------
(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), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[_] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous 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:
<PAGE>
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 Sections 240.14a-11(c) or 240.14a-12
DREYFUS STOCK INDEX FUND
-----------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
DREYFUS STOCK INDEX FUND
- -------------------------------------------------------------
(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), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[_] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous 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:
<PAGE>
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 Sections 240.14a-11(c) or 240.14a-12
DREYFUS S&P 500 INDEX FUND
-----------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
DREYFUS S&P 500 INDEX FUND
- -------------------------------------------------------------
(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), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[_] $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous 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:
<PAGE>
PRELIMINARY COPY
Dreyfus Growth and Value Funds, Inc.
Dreyfus MidCap Index Fund
Dreyfus Stock Index Fund
Dreyfus S&P 500 Index Fund
Notice of Meetings of Stockholders
To the Stockholders:
Meetings of Stockholders of each investment company named above (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, July 26, 1996 at 10:00 a.m., for the following purposes:
1. To elect Board members to hold office until their
successors are duly elected and qualified.
2. To ratify the selection of the Fund's independent
auditors.
3. With respect to Dreyfus MidCap Index Fund, Dreyfus Stock
Index Fund and Dreyfus S&P 500 Index Fund only, to change a certain
fundamental policy and investment restriction.
4. 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 May 31, 1996 will be
entitled to receive notice of and to vote at the meeting.
By Order of the Board
John E. Pelletier
Secretary
New York, New York
June 7, 1996
<PAGE>
WE NEED YOUR PROXY VOTE IMMEDIATELY
A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, BUT IT IS
VITAL. BY LAW, THE 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>
PRELIMINARY COPY
Dreyfus Growth and Value Funds, Inc.
Dreyfus MidCap Index Fund
Dreyfus Stock Index Fund
Dreyfus S&P 500 Index Fund
COMBINED PROXY STATEMENT
Meetings of Stockholders
to be held on Friday, July 26, 1996
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of each of Dreyfus Growth and Value Funds, Inc. ("DGVF")
and Dreyfus MidCap Index Fund ("DMIF"), Dreyfus Stock Index Fund ("DSIF") and
Dreyfus S&P 500 Index Fund ("DSPIF," collectively, the "Index Funds" and,
together with DGVF, each, a "Fund" and, collectively, the "Funds") to be used at
the Meeting of Stockholders of each Fund to be held on Friday July 26, 1996 at
10:00 a.m., 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 Meetings of Stockholders. Stockholders of record at the close of
business on May 31, 1996 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 and account number. 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 May 1, 1996, the Funds had outstanding the following number of
shares:
Number of Shares
Fund Outstanding
Dreyfus Growth and Value Funds, Inc. 6,348,455
Dreyfus MidCap Index Fund 7,488,900
Dreyfus Stock Index Fund 23,118,864
Dreyfus S&P 500 Index Fund 23,070,042
It is estimated that proxy materials will be mailed to stockholders of
record on or about June 7, 1996. 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 1-800-645-6561.
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 for the Fund
that approved the proposal and will not be implemented for any Fund that did not
approve 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 BOARD MEMBERS
It is proposed that stockholders of each Fund consider the election of the
individuals listed below (the "Nominees") as Board members of their Fund. Each
Nominee has consented to being named in this proxy statement and has agreed to
serve as a Board member of the Funds if elected. Messrs. DiMartino, Fraser,
Houminer and Mahoney and Ms. Messinger currently serve as Board members of DGVF.
Messrs. DiMartino, Feldman, Meyer and Szarkowski and Ms. Wexler currently serve
as Board members of the Index Funds. Biographical information about each Nominee
is set forth below. Other relevant information is set forth on Exhibit A.
<PAGE>
Name, Principal
Occupation and
Business Experience Board Member
for Past Five Years Age Since
* JOSEPH S. DiMARTINO 52 DGVF -- 1995
DMIF -- 1995
DSIF -- 1995
DSPIF -- 1995
Since January 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 and, until
August 24, 1994, each Fund's distributor. From August 1994 until
December 31, 1994, he was a director of Mellon Bank Corporation. He is
also Chairman of the Board of Directors of Noel Group, Inc., a venture
capital company; a trustee of Bucknell University; and a director of
The Muscular Dystrophy Association, HealthPlan Services Corporation,
Belding Heminway Company, Inc., a manufacturer and marketer of
industrial threads, specialty yarns, home furnishings and fabrics,
Curtis Industries, Inc., a national distributor of security products,
chemicals and automotive and other hardware, and Staffing Resources,
Inc.
JOHN M. FRASER, JR. 74 DGVF -- 1995
President of Fraser Associates, a service company for planning
and arranging corporate meetings and other events.
EHUD HOUMINER 55 DGVF -- 1993
Since July 1991, Professor and Executive-in-Residence at the
Columbia Business School, Columbia University. He was President and
Chief Executive Officer of Philip Morris USA, manufacturers of
consumer products, from December 1988 to September 1990. He also is a
Director of Avnet Inc.
DAVID J. MAHONEY 72 DGVF -- 1995
President of David Mahoney Ventures since 1983. From 1968 to
1983, he was Chairman and Chief Executive Officer of Norton Simon
Inc., a producer of consumer products and services. Mr. Mahoney is
also a director of National Health Laboratories Inc., Bionaire Inc.,
and Good Samaritan Health Systems, Inc.
GLORIA MESSINGER 66 DGVF -- 1993
From 1981 to 1993, Managing Director and Chief Executive Officer
of ASCAP (American Society of Composers, Authors and Publishers). She
is a member of the Board of Directors of the Yale Law School Fund and
the Theater for a New Audience, Inc., was secretary of the ASCAP
Foundation and served as a Trustee of the Copyright Society of the
United States. She is also a Director of Jeffrey Company and 59 Wall
Street Funds and a member of numerous professional and civic
organizations.
* DAVID P. FELDMAN 56 DMIF -- 1991
DSIF -- 1989
DSPIF -- 1989
Corporate Vice President-Investment Management of AT&T. He is
also a trustee of Corporate Property Investors, a real estate
investment company.
JACK R. MEYER 50 DMIF -- 1991
DSIF -- 1989
DSPIF -- 1989
President and Chief Executive Officer of Harvard Management
Company, an investment management company, since September 1990. For
more than five years prior thereto, he was Treasurer and Chief
Investment Officer of The Rockefeller Foundation.
JOHN SZARKOWSKI 70 DMIF -- 1991
DSIF -- 1991
DSPIF -- 1991
Director Emeritus of the Department of Photography at The Museum
of Modern Art. Consultant in photography.
ANNE WEXLER 66 DMIF -- 1991
DSIF -- 1991
DSPIF -- 1991
Chairman of the Wexler Group, consultants specializing in
government relations and public affairs. She is also a Director of
Alumax, Comcast Corporation, The New England Electric System, and NOVA
Corporation, and a member of the Board of the Carter Center of Emory
University, the Council of Foreign Relations, the National Park
Foundation, the Visiting Committee of the John F. Kennedy School of
Government at Harvard University and the Board of Visitors of the
University of Maryland School of Public Affairs.
__________________________
* "Interested person" as defined in the
Investment Company Act of 1940, as amended (the "Act").
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
proxy holders reserve the right to substitute another person or persons of their
choice as nominee or nominees.
None of the Funds has a standing audit or compensation committee or any
committees performing similar functions. Each Fund has a standing nominating
committee comprised of its Board members who are not "interested persons" of the
Fund, the function of which is to select and nominate all candidates who are not
"interested persons" for election to the Fund's Board. Board members and
officers of a Fund, in the aggregate, as of May 3, 1996, owned less than 1% of
such Fund's outstanding shares.
The Funds typically pay Board members an annual retainer and a per meeting
fee and reimburse them for their expenses. The Chairman of the Board receives an
additional 25% of such compensation. Emeritus Board members receive an annual
retainer and a per meeting fee of one-half of the amount paid to them as Board
members. For each Fund's most recent fiscal year, the number of Board meetings
that were held and the rate at which Board members are paid by the Funds are set
forth on Exhibit A. The Funds do not pay any other remuneration to their
officers and Board members.
The aggregate amount of compensation paid to each Board member by a Fund
for the Fund's most recent fiscal year and by all other funds in the Dreyfus
Family of Funds for which such person is a Board member (the number of which is
set forth in parenthesis next to each Board member's total compensation) for the
year ended December 31, 1995, were as follows:
<TABLE>
<CAPTION>
Total Compensation
Aggregate from Funds and
Name of Board Compensation fund complex paid
Member and Fund from each Fund* to Board Member
<S> <C> <C>
Joseph S. DiMartino $448,618 (94)
DGVF $3,476
DMIF $4,153
DSIF $4,153
DSPIF $4,153
David P. Feldman $85,631 (27)
DMIF $4,000
DSIF $4,000
DSPIF $4,000
John M. Fraser, Jr. $58,606 (12)
DGVF $4,513
Ehud Houminer $55,405 (12)
DGVF $4,013
David J. Mahoney $47,250 (14)
DGVF $0
Gloria Messinger $ 5,511 (1)
DGVF $4,513
John R. Meyer $21,875 (4)
DMIF $4,500
DSIF $4,500
DSPIF $4,500
John Szarkowski $21,875 (4)
DMIF $4,500
DSIF $4,500
DSPIF $4,500
Anne Wexler $26,329 (16)
DMIF $4,500
DSIF $4,500
DSPIF $4,500
- --------------------
* Amount does not include reimbursed expenses for
attending Board meetings, which, for all Board
members as a group, amounted to $239, $602, $451 and $507
for DGVF, DMIF, DSIF and DSPIF, respectively.
</TABLE>
Required Vote
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.
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 Board members who are not "interested persons" (as defined in
the Act) of the Fund 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. The Board of each of DGVF and DMIF, including a
majority of its members who are not "interested persons" of such Fund, approved
the selection of Ernst & Young LLP for such Fund's current fiscal year at a
Board meeting held on the date set forth on Exhibit A. The Board of each of
DSPIF and DSIF, including a majority of its members who are not "interested
persons" of such Fund, approved the selection of Coopers & Lybrand L.L.P.
(Coopers & Lybrand L.L.P. together with Ernst & Young LLP referred to
collectively as 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 Board of the Auditors as independent auditors for the
current fiscal year is submitted to the stockholders for ratification. Apart
from their fees as independent auditors and certain consulting fees, neither the
Auditors nor any of their partners have a direct, or material indirect,
financial interest in any Fund or Dreyfus.
The Auditors are major international independent accounting firms, and have
been the auditors of the respective Funds since each Fund's inception. Each
Fund's Board believes that the continued employment of the services of the
Auditors for the current fiscal year would be in the respective Fund's best
interests.
Representatives of the Auditors are 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, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT
STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF THE AUDITORS.
PROPOSAL 3. APPROVAL OF A CHANGE TO A CERTAIN FUNDAMENTAL POLICY AND
INVESTMENT RESTRICTION OF THE INDEX FUNDS
ONLY STOCKHOLDERS OF THE INDEX FUNDS VOTE ON THIS PROPOSAL.
The Act requires that a relatively limited number of investment policies
and restrictions be designated as fundamental policies which may not be changed
without stockholder approval. These policies relate to (a) the classification
and subclassification under the Act within which the Index Funds may operate,
(b) borrowing money, (c) issuing senior securities, (d) engaging in the business
of underwriting securities issued by other persons, (e) concentrating
investments in a particular industry or group of industries, (f) purchasing and
selling real estate or commodities and (g) making loans to other persons. When
the Index Funds were formed, each Fund's Board designated a number of other
policies as fundamental, in large part in response to certain state regulatory,
business or industry conditions that are no longer in effect. One such policy
concerns purchases of securities issued by unseasoned issuers. This policy,
which has been adopted by each Index Fund as a fundamental policy, prohibits the
Index Fund from purchasing securities of any company having less than three
years' continuous operations (including operations of any predecessor) if such
purchase would cause the value of such Index Fund's investments in all such
companies to exceed 5% of the value of the Index Fund's total assets.
Accordingly, to give Dreyfus the full investment opportunities the market
affords and, in so doing, to afford it the investment flexibility to permit the
Index Funds to be competitive with other similar funds, each Index Fund's Board
recommends that the policy regarding purchases of securities issued by
unseasoned issuers be changed from a fundamental policy to a non-fundamental
policy. All other fundamental policies that currently exist for the Index Funds
would remain fundamental. Fundamental policies cannot be changed without
approval by the holders of a majority (as defined in the Act) of the outstanding
voting securities of a Fund, while non- fundamental policies may be changed by a
vote of a majority of the Fund's Board members at any time without stockholder
approval.
Required Vote and Board Members' Recommendation
Approval of this proposal requires the affirmative vote of (a) 67% of the
voting securities present at this meeting, if the holders of more than 50% of
the Fund's outstanding voting securities are present or represented by proxy, or
(b) more than 50% of the Fund's outstanding voting securities, whichever is
less.
EACH INDEX FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING PROPOSAL.
ADDITIONAL INFORMATION
Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as
each Fund's investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor"), with principal
offices at One Exchange Place, Boston, Massachusetts 02109, serves as each
Fund's distributor.
As of May 3, 1996, no stockholder was known by a Fund to be the beneficial
owner of more than 5% of the Fund's outstanding voting securities.
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 a Fund on a particular matter with respect to which the broker or nominee
does not have discretionary power) or is 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 the "votes cast" on an issue. For this reason,
abstentions will have the effect of a "no" vote for the purpose of obtaining
requisite approval for Proposal 3.
In the event that a quorum is not present at the meeting, or if a quorum is
present but sufficient votes to approve Proposal 3 are not received, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies on Proposal 3. In determining whether to adjourn
the meeting, the following factors may be considered: the nature of the
proposal, the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the information
to be provided to stockholders with respect to the reasons for the solicitation.
Any adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the meeting in person or by
proxy. If a quorum is present, the persons named as proxies will vote those
proxies which they are entitled to vote "FOR" Proposal 3 in favor of such
adjournments, and will vote those proxies required to be voted "AGAINST"
Proposal 3 against any adjournment. A quorum is constituted with respect to the
Index Funds by the presence in person or by proxy of the holders of one-third or
more of the outstanding shares entitled to vote at the meeting.
Each Fund's Board is not aware of any other matters which may come before
the meeting. However, should any such matters 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 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.
Unless otherwise required under the Act, ordinarily it will not be
necessary for a Fund to hold annual meetings of stockholders. As a result, a
Fund's stockholders will not consider each year the election of Board members or
the appointment of auditors. However, a Fund's Board will call a meeting of its
stockholders for the purpose of electing Board members if, at any time, less
than a majority of the Board members then holding office have been elected by
stockholders. Under the Act, stockholders of record of not less than two-thirds
of a Fund's outstanding shares may remove Board members of such Fund through a
declaration in writing or by vote cast in person or by proxy at a meeting called
for that purpose. Under each Fund's By-Laws, the Board members are required to
call a meeting of stockholders for the purpose of voting upon the question of
removal of any such Board members when requested in writing to do so by the
stockholders of record of not less than 10% of such Fund's outstanding shares.
Stockholders wishing to submit proposals for inclusion in a Fund's proxy
statement for a subsequent stockholder meeting should send their written
submissions to 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 Dreyfus Transfer, Inc., a
wholly-owned subsidiary of Dreyfus, Attention: Dreyfus Growth and Value Funds,
Inc., Dreyfus MidCap Index Fund, Dreyfus Stock Index Fund and Dreyfus S&P 500
Index Fund as the case may be, P.O. Box 9671, Providence, Rhode Island
02940-9671, 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 PROXY CARD IN
THE ENCLOSED STAMPED ENVELOPE.
Dated: June 7, 1996
<PAGE>
EXHIBIT A
PART I
Part I sets forth information relevant to the current Board, auditors and
share ownership for the Funds.
PERTAINING TO THE BOARD
-- Number of Board, and where applicable committee, meetings held by each
Fund during the last fiscal year: Four
-- Board members, if any, attending fewer than 75% of all Board and
committee meetings held in the last fiscal year during the period the
Board member was in office: None
-- Rate at which Board members are paid (annual retainer/per meeting
fee): $2,500/$500 by each Index Fund $5,000/$500 by DGVF
PERTAINING TO AUDITORS
-- Date Board last approved Auditors:
DGVF -- September 14, 1995
DMIF -- November 9, 1995
DSIF -- February 2, 1996
DSPIF -- November 9, 1995
<PAGE>
PART II
Part II sets forth information relevant to the executive officers of each
Fund and Fund share ownership of officers, Board members and Nominees:
Name and Position Principal Occupation and Business
with Funds Age Experience For Past Five Years
MARIE E. CONNOLLY 38 President, Chief Executive Officer
President and Treasurer and a director of the Distributor
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., the ultimate parent
of which is Boston
Institutional Group, 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 31 Senior Vice President and General
Vice President and Secretary Counsel of the Distributor 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.
FREDERICK C. DEY 34 Senior Vice President of the
Vice President and Distributor and
Assistant Treasurer 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 31 Associate General Counsel of the
Vice President and Distributor and an
Assistant Secretary 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.
ELIZABETH BACHMAN 26 Assistant Vice President of the
Vice President and Distributor and an officer of other
Assistant Secretary investment companies advised or
administered by Dreyfus.
JOSEPH S. TOWER, III 33 Senior Vice President, Treasurer and
Assistant Treasurer Chief Financial Officer of the
Distributor 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 60 Assistant Treasurer of the Distributor
Assistant Treasurer 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.
MARGARET PARDO 27 Legal Assistant with the Distributor
Assistant Secretary and an officer of other investment
companies advised or administered by
Dreyfus. From June 1992 to
April 1995, she was a Medical
Coordination Officer at ORBIS
International. Prior to June 1992,
she worked as a Program
Coordinator at Physicians
World Communications Group.
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 May 3, 1996 by each officer, Board
member 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 Officer or Number
Name of Fund Board Member/Nominee of Shares
DGVF Gloria Messinger
Dreyfus Large Company
Growth Series 995.524
Dreyfus Large Company
Value Series l,164.313
Dreyfus Small Company
Value Series 2,237.783
DGVF Joseph S. DiMartino
Dreyfus Emerging Leaders
Series 686.755
<PAGE>
SAMPLE PROXY CARD
PRELIMINARY COPY
DREYFUS GROWTH AND VALUE FUNDS, INC.
The undersigned stockholder of DREYFUS GROWTH AND VALUE FUNDS, INC. hereby
appoints Steven F. Newman and Todd Lebo 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 DREYFUS GROWTH AND VALUE FUNDS, INC.
standing in the name of the undersigned at the close of business on May 31, 1996
at a 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
10:00 a.m. on Friday, July 26, 1996, 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 Additional Board Members.
[ ] FOR All [ ] WITHHOLD authority only [ ] WITHHOLD
Nominees for those Nominee(s) authority for
whose name(s) I have ALL Nominees
written below
Nominees are: Joseph S. DiMartino, John M. Fraser, Jr., Ehud
Houminer, David J. Mahoney, Gloria Messinger, David P. Feldman, Jack R. Meyer,
John Szarkowski and Anne Wexler
--------------------------------------------------------------
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 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: _____________________, 1996
------------------
Signature(s)
------------------
Signature(s)
Sign, Date and Return the Proxy
Card Promptly Using the
Enclosed Envelope
<PAGE>
SAMPLE PROXY CARD
PRELIMINARY COPY
[NAME OF INDEX FUND]
The undersigned stockholder of [NAME OF INDEX FUND] hereby appoints Steven
F. Newman and Todd Lebo 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 INDEX FUND] standing in the name of the undersigned at
the close of business on May 31, 1996 at a 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 10:00 a.m. on Friday, July 26, 1996, 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 Additional Board Members.
[ ] FOR All [ ] WITHHOLD authority only [ ] WITHHOLD
Nominees for those Nominee(s) authority for
whose name(s) I have ALL Nominees
written below
Nominees are: Joseph S. DiMartino, John M. Fraser, Jr., Ehud
Houminer, David J. Mahoney, Gloria Messinger, David P. Feldman, Jack R. Meyer,
John Szarkowski and Anne Wexler
- ----------------------------------------------------------
2. To ratify the selection of the Fund's independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To change a certain fundamental policy and investment restriction of the
Fund.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. 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 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: ________________, 1996
-------------------------
Signature(s)
-------------------------
Signature(s)
Sign, Date and Return the Proxy
Card Promptly Using the
Enclosed Envelope
