August 3, 1994
PREMIER GROWTH FUND, INC.
SUPPLEMENT TO PROSPECTUS DATED JANUARY 3, 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 (i) the Fund's
current investment advisory agreement with Dreyfus and (ii) the current
sub-investment advisory agreement between Dreyfus and Fayez Sarofim &
Co., as required by the Investment Company Act of 1940, as amended. The
Merger also will necessitate implementation of a new Distribution Plan.
II. RESULTS OF FUND SHAREHOLDER VOTE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY
CONTRARY INFORMATION CONTAINED IN THE FUND'S PROSPECTUS.
On August 3, 1994, the Fund's shareholders voted to approve (i) a new
investment advisory agreement with Dreyfus, (ii) a new Distribution Plan
with respect to Class B, and (iii) a new sub-investment advisory
agreement between Dreyfus and Fayez Sarofim & Co., each to become
effective upon consummation of the Merger.
III. OTHER MATTERS
COMMENCING AUGUST 8, 1994, THE FOLLOWING INFORMATION REPLACES
AND SUPERSEDES THAT CONTAINED IN THE FIRST PARAGRAPH IN THE
SECTION OF THE FUND'S PROSPECTUS ENTITLED "HOW TO BUY FUND SHARES
- -- CLASS A SHARES."
The public offering price for Class A shares is the net asset value per
share of that Class plus a sales load as shown below:
<TABLE>
<CAPTION>
As a % of As a % of Dealers' Reallowance
offering price net asset value as a % of
Amount of Transaction per share per share offering price
<S> <C> <C> <C>
Less than $50,000 4.50 4.70 4.25
$50,000 to less than $100,000 4.00 4.20 3.75
$100,000 to less than $250,000 3.00 3.10 2.75
$250,000 to less than $500,000 2.50 2.60 2.25
$500,000 to less than $1,000,000 2.00 2.00 1.75
</TABLE>
There is no initial sales charge on purchases of $1,000,000 or more of
Class A shares. If you purchase Class A shares without an initial sales
charge as part of an investment of at least $1,000,000 and redeem those
shares within two years after purchase, a CDSC of 1.00% will be imposed
at the time of redemption. The terms contained in the section of the
Fund's Prospectus entitled "How to Redeem Fund Shares -- Contingent
Deferred Sales Charge -- Class B" (other than the amount of the CDSC and
its time periods) are applicable to Class A shares subject to a
(CONTINUED ON REVERSE SIDE)
CDSC. Letter of Intent and Right of Accumulation apply to such purchases
of Class A shares. Dreyfus Service Corporation compensates certain Service
Agents for selling such Class A shares at the time of purchase from Dreyfus
Service Corporation's own assets. The proceeds of the CDSC and the
distribution fee, in part, are used to defray any such expenses.
COMMENCING AUGUST 8, 1994, THE FOLLOWING INFORMATION SUPPLEMENTS
AND SHOULD BE READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S
PROSPECTUS ENTITLED "HOW TO REDEEM FUND SHARES -- REINVESTMENT
PRIVILEGE -- CLASS A SHARES."
The Reinvestment Privilege applies to only Class A shares that are not
subject to a CDSC.
THE FOLLOWING INFORMATION MODIFIES CERTAIN INFORMATION IN THE
SECTIONS OF THE FUND'S PROSPECTUS ENTITLED "SHAREHOLDER SERVICES
- -- EXCHANGE PRIVILEGE" AND "SHAREHOLDER SERVICES -- AUTO-EXCHANGE
PRIVILEGE."
Investors also may exchange their Fund shares subject to a CDSC for
shares of Dreyfus Worldwide Dollar Money Market Fund, Inc. The
shares so purchased will be held in a special account created solely for
this purpose (the "Exchange Account"). Exchanges of shares from an
Exchange Account only can be made into certain other funds managed or
administered by Dreyfus. No CDSC is charged when an investor exchanges
into an Exchange Account; however, the applicable CDSC will be imposed
when shares are redeemed from an Exchange Account or other applicable
fund account. Upon redemption, the applicable CDSC will be calculated
without regard to the time such shares were held in an Exchange Account.
See "How to Redeem Fund Shares." In addition to the limited Exchange and
Auto-Exchange Privileges noted herein, Exchange Account shares are
eligible for the Dividend Sweep Privilege and the Automatic Withdrawal
Plan, and may receive redemption proceeds only by Federal wire or by
check.
070/628stkr080394
