January 12, 1995
PEOPLES S&P MIDCAP INDEX FUND, INC.
SUPPLEMENT TO PROSPECTUS DATED JANUARY 21, 1994
I. CONSUMMATION OF THE MERGER
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY CONTRARY
INFORMATION CONTAINED IN THE FUND'S PROSPECTUS.
On August 24, 1994 the previously announced merger between The
Dreyfus Corporation ("Dreyfus") and a subsidiary of Mellon Bank Corporation
("Mellon") was completed, and as a result, Dreyfus became a wholly-owned
subsidiary of Mellon Bank, N.A. instead of a publicly-owned corporation.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including Dreyfus, Mellon managed approximately $201
billion in assets as of September 30, 1994, including approximately $76
billion in mutual fund assets. As of September 30, 1994, Mellon, through
various subsidiaries, provided non-investment services, such as custodial or
administration services, for approximately $659 billion in assets, including
approximately $108 billion in mutual fund assets.
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II. NEW DISTRIBUTOR
THE FOLLOWING INFORMATION SUPERSEDES AND REPLACES ANY CONTRARY
INFORMATION CONTAINED IN THE FUND'S PROSPECTUS AND SPECIFICALLY IN THE
SECTION ENTITLED "HOW TO BUY FUND SHARES."
The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at One Exchange Place, Boston, Massachusetts 02109.
The Distributor 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.
Accordingly, references in the Prospectus to Dreyfus Service
Corporation as the Fund's distributor should be substituted with Premier
Mutual Fund Services, Inc.
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III.INDEX FUND MANAGER
THE FOLLOWING INFORMATION SUPERSEDES THE SECOND PARAGRAPH ON THE
COVER PAGE OF THE FUND'S PROSPECTUS AS WELL AS THE SECTION ENTITLED
"MANAGEMENT OF THE FUND-INDEX FUND MANAGER":
As a result of the closing of a joint venture transaction on December
31, 1994, and as approved by the Fund's Board of Directors at a meeting held
on November 9, 1994, the Fund's index fund manager has become World Asset
Management ("World"), a Delaware general partnership with principal offices
at 480 Pierce Street, Birmingham, Michigan 48009. World, which succeeded to
the business and assets of the Fund's prior index fund manager, is a newly
formed registered investment adviser providing investment management services
to individuals, corporations and foundations, and currently is responsible
for managing or providing investment advice for assets aggregating
approximately $5.8 billion.
(CONTINUED ON REVERSE SIDE)
Pursuant to the terms of an Index Management Agreement between World
and the Fund (which is substantially identical to the Index Management Agreement
with the Fund's prior index fund manager), the Fund has agreed to pay World a
monthly fee at the annual rate of .10 of 1% of the Fund's average daily net
assets. World, subject to the supervision of the Fund's Board of Directors and
in conformity with Maryland law and the stated policies of the Fund, will
manage the investment of the Fund's assets and be responsible for placing
purchase and sale orders and providing continuous supervision of the investment
portfolio.
The majority general partner (with a 99% interest) of World is Munder
Capital Management, a Delaware general partnership, the general partners of
which are WAM Holdings, Inc. and Woodbridge Capital Management, Inc. (the
"Comerica Partners"), Old MCM, Inc. and Munder Group, L.L.C. The Comerica
Partners are wholly owned subsidiaries of Comerica Bank -- Ann Arbor, N.A.,
which, in turn, is a wholly owned subsidiary of Comerica Incorporated, a
publicly held bank holding company. Mr. Lee P. Munder, Munder Capital
Management's chief executive officer, owns a controlling stock interest in
Old MCM, Inc., which in turn currently holds more than 50% of the partnership
interests in Munder Capital Management, as represented by the partners'
capital accounts. Accordingly, through Old MCM, Inc., Mr. Munder has a
majority stake in, and operational control of, Munder Capital Management.
However, certain activities of Munder Capital Management would require the
approval of the Comerica Partners.
A special meeting of the Fund's shareholders to consider the Index
Management Agreement between the Fund and World is currently scheduled to be
held on or about March 31, 1995. A proxy statement in connection therewith is
expected to be mailed to Fund shareholders of record as of February 1, 1995.
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IV. ADVERTISING MATERIALS
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION OF THE FUND'S PROSPECTUS ENTITLED "PERFORMANCE
INFORMATION."
From time to time, advertising materials for the Fund also may refer
to Value Line Mutual Fund Survey company ratings and related analyses
supporting the rating.
113/stkr011295
