August 24, 1994
PREMIER GROWTH FUND, INC.
SUPPLEMENT TO PROSPECTUS DATED JANUARY 3, 1994
THE FOLLOWING ANTICIPATED CHANGES HAVE OCCURRED:
I. CONSUMMATION OF THE MERGER
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY CONTRARY
INFORMATION CONTAINED IN THE FUND'S PROSPECTUS.
On this date, the previously announced merger between The Dreyfus
Corporation ("Dreyfus") and a subsidiary of Mellon Bank Corporation
("Mellon") was completed, and as a result, Dreyfus now is 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, Mellon managed more than $130 billion in assets as of July
31, 1994, including approximately $6 billion in mutual fund assets. As of
June 30, 1994, various subsidiaries of Mellon provided non-investment
services, such as custodial or administration services, for approximately
$747 billion in assets, including approximately $97 billion in mutual fund
assets.
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.
III.NEW RULE 12B-1 PLAN ARRANGEMENTS IMPLEMENTED
THE FOLLOWING INFORMATION SUPERSEDES AND REPLACES THE INFORMATION
CONTAINED IN THE SECTION IN THE FUND'S PROSPECTUS ENTITLED "DISTRIBUTION PLAN
AND SHAREHOLDER SERVICES PLAN -- DISTRIBUTION PLAN."
Under the Distribution Plan, adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, the Fund pays the Distributor for
distributing the Fund's Class B shares at an annual rate of .75 of 1% of the
value of the average daily net assets of Class B.
IV. 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
(CONTINUED ON REVERSE SIDE)
sub-investment advisory agreement between Dreyfus and Fayez Sarofim & Co.,
each of which became effective upon consummation of the merger between
Dreyfus and a subsidiary of Mellon.
V. OTHER MATTERS
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 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.
--------------------------
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.
070/628stkr082494
