-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, WnrmehCU6E9axU3JxtzDZbna9u863tPjWWmh7aTiyX/3Rq6Pi2uUp0beqr8EBO6n TZRtqbi1YZd4WYxPf3cDbg== 0000030167-94-000008.txt : 19940725 0000030167-94-000008.hdr.sgml : 19940725 ACCESSION NUMBER: 0000030167-94-000008 CONFORMED SUBMISSION TYPE: N-30D PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940531 FILED AS OF DATE: 19940722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DREYFUS THIRD CENTURY FUND INC CENTRAL INDEX KEY: 0000030167 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 132691318 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: N-30D SEC ACT: 1940 Act SEC FILE NUMBER: 811-02192 FILM NUMBER: 94539788 BUSINESS ADDRESS: STREET 1: 144 GLENN CURTISS BLVD CITY: UNIONDALE STATE: NY ZIP: 11556-0144 BUSINESS PHONE: 2129226792 MAIL ADDRESS: STREET 1: C/O DREYFUS CORP STREET 2: 200 PARK AVENUE, 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 N-30D 1 ANNUAL REPORT LETTER TO SHAREHOLDERS Dear Shareholder: The latest fiscal year for The Dreyfus Third Century Fund, which ended May 31, 1994, has been a time of very active repositioning of the Fund. There have been extensive changes in the Fund's portfolio, particularly in the past several months. In addition, we have identified a new sub-investment advisory firm, to help with managing the Fund's portfolio upon shareholder approval. These actions have been carried out in an environment of unusually volatile stock prices. In making portfolio changes, we sold stocks that were not performing well, or where we had profits that we thought could be better employed elsewhere. We bought stocks that we thought should do better in the current economic environment of faster economic growth, higher interest rates, and inflation that has been quiescent but not totally eliminated as a threat. Broadly speaking, we sold some pharmaceuticals, a group that has performed poorly, while adding a few health care service stocks, where we believe prospects are better. We cut back on some financial services holdings, which underperformed the market averages for that category, and also retrenched in the consumer area, which has lagged behind the general growth in the economy. To replace these securities, we have been shifting funds into cyclical industries that we think should benefit from an expanding economy and into some technology issues, an industry group that has fared well in recent months. Although we now find a number of cyclical industries to be attractive, we must choose carefully because many manufacturing companies fail to meet our criteria for social responsibility. For the full fiscal year through May 31, 1994, the total return of the Fund was -0.63%.* For the same period, the Dow Jones Industrial Average gained 9.50% and the Standard & Poor's 500 Composite Stock Price Index advanced 4.25%.** The Fund's holdings in the field of health care were the largest negative factor in the Fund's performance during the fiscal period. The poorest performers among sizable holdings in the portfolio were Merck & Co., Elan, Astra A Free and Health Care & Retirement. We decided to retain our holdings in Merck & Co. for now, in the belief that the worst may be over for that company. However, we sold out our positions in the three other companies. Late in the fiscal period, we acquired a major holding in Amgen at what we consider to be favorable prices. In the technology sector, we made portfolio changes at a net profit for the Fund. Major sales included General Motors Class E, and Adaptec and Informix. Among finance stocks, we sold J.P. Morgan, Banc One, Bank of New York, Wachovia and Allmerica Property and Casualty Cos. Some of the proceeds from these sales were put to work by purchasing such stocks as Dollar General in the retail field; American International Group and Federal National Mortgage Association in the financial sector; Disney (Walt) in the entertainment industry; and technology stocks that included Hewlett-Packard and Seagate Technology, plus Ameritech, a regional telephone company with major technology activities. To carry out the portfolio changes required raising large amounts of cash, which at one point late in the fiscal year reached over 50%, held temporarily in U.S. Treasury bills. By May 31, this cash position had been cut to 32% by new investments, and it has been still further reduced in June by additional stock purchases. We regard the remaining cash as a potent reserve that can be put to work in investments as attractive opportunities arise. While making these changes in the portfolio, we have taken steps to add to the investment expertise available for advising the Fund's management. The Fund's Board of Directors has approved, and shareholders have been asked to vote on a new Sub-Investment Advisory Agreement which provides that Dreyfus will engage NCM Capital Management Group, Inc. as the Fund's sub-investment advisor. As of March 31, 1994 NCM Capital, located in Durham, N.C., had a 37-member professional staff, 70 institutional clients and over $2.2 billion in assets under management including a number of corporate and pension fund accounts. We now hope to return to the growth pattern that has characterized the Fund for most of the 22 years that it has been in business. We appreciate your investment in the Fund and will continue to devote our best efforts to bringing you competitive returns on your Fund shares. Sincerely, (Howard Stein Signature Logo) Howard Stein Chairman of the Board June 16, 1994 New York, N.Y. * Total return represents the change during the period in a hypothetical account with dividends reinvested. ** SOURCE: LIPPER ANALYTICAL SERVICES, INC. - Reflects the reinvestment of income dividends and, where applicable, capital gain distributions. Both the Dow Jones Industrial Average and the Standard & Poor's 500 Composite Stock Price Index are widely accepted unmanaged indexes of stock market performance. PERFORMANCE COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE DREYFUS THIRD CENTURY FUND, INC. AND THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX $109,667 Dreyfus Third Century Fund $105,101 Standard & Poor's 500 Composite Stock Price Index* [Exhibit A] *Source: Lipper Analytical Services, Inc. AVERAGE ANNUAL TOTAL RETURN ONE YEAR ENDED FIVE YEARS ENDED TEN YEARS ENDED SINCE INCEPTION (3/29/72) MAY 31, 1994 MAY 31, 1994 MAY 31, 1994 TO MAY 31, 1994 - -------------- ----------------- ---------------- ------------------- -0.63% 9.32% 12.56% 11.40% Past performance is not predictive of future performance. The above graph compares a $10,000 investment made in The Dreyfus Third Century Fund on 3/29/72 (Inception Date) to a $10,000 investment made in the Standard and Poor's 500 Composite Stock Price Index on that date. For comparative purposes, the value of the Index on 3/31/72 is used as the beginning value on 3/29/72. All dividends and capital gain distributions are reinvested. The Dreyfus Third Century Fund primarily seeks capital growth through investment in common stocks of companies that, in the opinion of the Fund's management, not only meet traditional investment standards, but which also show evidence that they conduct their business in a manner that contributes to the enhancement of the quality of life in America. Current income is a secondary goal. The Fund's performance takes into account all applicable fees and expenses. The Standard and Poor's 500 Composite Stock Price Index is a widely accepted, unmanaged index of overall stock market performance which does not take into account charges, fees and other expenses and is not subject to the same socially responsible investment criteria as The Dreyfus Third Century Fund. Further information relating to Fund performance is contained in the Condensed Financial Information section of the Prospectus and elsewhere in this report.
THE DREYFUS THIRD CENTURY FUND, INC. MAY 31, 1994 ASSET ALLOCATION Cash Equivalents (32.1%) Common Stocks (67.9%) [Exhibit B] FIVE LARGEST SECTORS Finance................................................. 15.4% Technology.............................................. 9.9 Health Care............................................. 8.6 Producer Manufacturing.................................. 6.9 Retail Trade............................................ 5.3 TEN LARGEST HOLDINGS AFLAC................................................... 2.8% Merck & Co.............................................. 2.7 Sigma-Aldrich........................................... 2.1 EMC..................................................... 1.7 Dollar General.......................................... 1.7 Southwest Airlines...................................... 1.6 First Union............................................. 1.6 Oracle Systems.......................................... 1.4 Lennar.................................................. 1.4 American International Group............................ 1.4
All percentages shown above are based on Total Net Assets.
THE DREYFUS THIRD CENTURY FUND, INC. STATEMENT OF INVESTMENTS MAY 31, 1994 COMMON STOCKS--67.9% SHARES VALUE -------------- -------------- BASIC & PROCESS INDUSTRIES-- 4.7% American Barrick Resources....... 160,000 $ 3,960,000 Cleveland-Cliffs................. 56,000 1,974,000 Praxair.......................... 139,100 2,834,163 Sigma-Aldrich.................... 200,000 8,300,000 Vallen.........................(a) 124,750 1,465,813 ------------- 18,533,976 ------------- CONSUMER DURABLES-- 2.5% Clayton Homes..................(a) 114,400 2,216,500 Leggett & Platt.................. 55,100 2,066,250 Lennar........................... 300,000 5,550,000 ------------- 9,832,750 ------------- CONSUMER NON-DURABLES-- 2.8% Coca-Cola 100,000 4,037,500 Colgate-Palmolive................ 41,700 2,387,325 Gillette......................... 38,100 2,657,475 Oxford Industries................ 55,700 1,852,025 ------------- 10,934,325 ------------- CONSUMER SERVICES-- 1.3% Disney (Walt) 115,000 4,973,750 ------------- ENERGY-- .9% Anadarko Petroleum 25,000 1,343,750 Tosco............................ 80,500 2,354,625 ------------- 3,698,375 ------------- FINANCE-- 15.4% ADVANTA, Cl. A................... 76,600 2,949,100 AFLAC............................ 330,000 11,055,000 American International Group..... 57,500 5,369,062 Bankers Trust New York........... 34,000 2,392,750 Bear Stearns..................... 124,100 2,528,537 Dean Witter, Discover & Co....... 40,000 1,560,000 Federal National Mortgage Association 62,100 5,185,350 First Chicago.................... 40,100 2,120,288 First Union...................... 132,500 6,194,375 Green Tree Financial............. 54,100 3,185,138 Lincoln National................. 60,000 2,482,500 Midlantic........................ 84,500 2,619,500 NationsBank...................... 52,700 2,918,262 PXRE............................. 60,000 1,575,000 Paine Webber Group............... 143,100 2,361,150 State Street Boston.............. 75,000 3,042,188 T. Rowe Price Association........ 86,400 2,608,200 ------------- 60,146,400 ------------- HEALTH CARE-- 8.6%. ALZA............................. 43,000 1,069,625 Amgen..........................(a) 63,100 2,938,094 Becton, Dickinson................ 64,500 2,459,062 Columbia/ HCA Healthcare......... 70,000 2,782,500 Cordis.........................(a) 57,500 2,867,812 Forest Laboratories............(a) 67,500 2,970,000 Genelabs Technologies........(a,b) 277,778 687,501 HealthCare COMPARE.............(a) 100,000 1,975,000 Medtronic........................ 32,000 2,632,000 THE DREYFUS THIRD CENTURY FUND, INC. STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1994 COMMON STOCKS (CONTINUED) SHARES VALUE -------------- -------------- HEALTH CARE (CONTINUED) Merck & Co....................... 349,702 $ 10,665,911 NovaCare.......................(a) 149,200 2,666,950 ------------- 33,714,455 ------------- INDUSTRIAL SERVICES-- 1.5% Fluor............................ 60,000 3,060,000 Jacobs Engineering Group.......(a) 163,800 2,989,350 ------------- 6,049,350 ------------- PRODUCER MANUFACTURING-- 6.9% AGCO............................. 68,000 2,618,000 Armstrong World Industries....... 44,800 2,184,000 Briggs & Stratton................ 28,900 2,181,950 Clark Equipment................(a) 40,900 2,632,937 Cummins Engine................... 49,000 2,100,875 Deere & Co....................... 28,700 2,001,825 Eaton............................ 41,700 2,293,500 Federal-Mogul.................... 82,000 2,419,000 Gardner Denver Machinery......... 5,700 53,081 Grainger (W.W.).................. 50,000 3,256,250 Ingersoll-Rand................... 25,000 875,000 Magna International, Cl. A....... 51,500 2,285,313 Miller (Herman).................. 87,900 2,153,550 ------------- 27,055,281 ------------- RETAIL TRADE-- 5.3% American Stores 47,100 1,177,500 Burlington Coat Factory........(a) 95,600 1,864,200 Dollar General................... 254,687 6,685,547 Heilig-Meyers.................... 78,000 2,223,000 Lowe's........................... 37,500 1,176,563 Nationsmart (Warrants)........... 16,700 6,262 Penney (J.C.).................... 45,600 2,331,300 Pier 1 Imports................... 288,500 2,380,125 Seventh Generation...........(a,b) 57,000 250,087 Wal-Mart Stores.................. 100,000 2,350,000 ------------- 20,444,584 ------------- TECHNOLOGY-- 9.9% Applied Materials..............(a) 54,200 2,364,475 Compaq Computer................(a) 24,600 2,908,950 Computer Associates International 78,300 3,259,237 E-Systems........................ 55,100 2,183,338 EMC............................(a) 400,000 6,750,000 Hewlett-Packard.................. 58,800 4,615,800 Linear Technology................ 57,300 2,578,500 Micron Technology................ 29,000 975,125 Motorola......................... 20,000 935,000 Oracle Systems.................(a) 165,000 5,651,250 Seagate Technology.............(a) 160,000 3,730,000 Texas Instruments................ 31,400 2,519,850 ------------- 38,471,525 ------------- TRANSPORTATION-- 5.1% Airborne Freight................. 69,500 2,632,313 Illinois Central................. 132,500 4,604,375 Santa Fe Pacific................. 106,100 2,413,775 THE DREYFUS THIRD CENTURY FUND, INC. STATEMENT OF INVESTMENTS (CONTINUED) MAY 31, 1994 COMMON STOCKS (CONTINUED) SHARES VALUE -------------- -------------- TRANSPORTATION (CONTINUED) Southwest Airlines............... 230,000 $ 6,411,250 Union Pacific.................... 62,000 3,658,000 ------------- 19,719,713 ------------- UTILITIES-TELEPHONE-- 3.0% AT & T........................... 20,000 1,090,000 Ameritech........................ 126,900 4,964,962 Southwestern Bell................ 70,000 2,878,750 Sprint........................... 70,500 2,679,000 ------------- 11,612,712 ------------- TOTAL COMMON STOCKS (cost $239,030,056)........... $265,187,196 ============= PRINCIPAL SHORT-TERM INVESTMENTS--31.6% AMOUNT -------------- U.S. TREASURY BILLS: 3.67%, 6/2/94.................... $ 47,080,000 $ 47,075,196 3.55%, 6/16/94................... 9,667,000 9,652,701 3.81%, 6/23/94................... 25,489,000 25,429,653 3.74%, 6/30/94................... 23,493,000 23,422,221 3.60%, 7/7/94.................... 17,750,000 17,686,100 ------------- TOTAL SHORT-TERM INVESTMENTS (cost $123,265,871).......... $ 123,265,871 ============= TOTAL INVESTMENTS (cost $362,295,927)....................................... 99.5% $ 388,453,067 ====== ============= CASH AND RECEIVABLES (NET).................................................. .5% $ 1,887,113 ====== ============= NET ASSETS.................................................................. 100.0% $ 390,340,180 ====== =============
NOTES TO STATEMENT OF INVESTMENTS: (a) Non-income producing. (b) Security restricted as to public resale. Investments in restricted securities, with an aggregate cost of $2,950,001,representing approximately .76% of net assets:
ACQUISITION PURCHASE PERCENTAGE OF ISSUER DATE PRICE NET ASSETS VALUATION* - ------ ----------- ---------- --------------- ---------------- Genelabs Technologies................... 5/5/89 and $ 7.20+ .18% 10% discount to 3/1/91 market value Seventh Generation...................... 9/26/90 $16.67 .06% 10% discount to market value - --------------------------- * The valuation of this security has been determined in good faith under the direction of the Board of Directors. + Average cost.
See notes to financial statements.
THE DREYFUS THIRD CENTURY FUND, INC. STATEMENT OF ASSETS AND LIABILITIES MAY 31, 1994 ASSETS: Investments in securities, at value (cost $362,295,927)_see statement..................................... $388,453,067 Cash.................................................................... 379,416 Receivable for investment securities sold............................... 1,531,076 Dividends receivable.................................................... 403,980 Receivable for subscriptions to Common Stock............................ 5,864 Prepaid expenses and other assets....................................... 120,963 -------------- 390,894,366 LIABILITIES: Due to The Dreyfus Corporation.......................................... $170,128 Due to Tiffany Capital Advisors, Inc.................................... 74,295 Payable for Common Stock redeemed....................................... 15,053 Accrued expenses........................................................ 294,710 554,186 ---------- -------------- NET ASSETS.................................................................. $390,340,180 ============= REPRESENTED BY: Paid-in capital......................................................... $326,460,566 Accumulated undistributed investment income_net......................... 1,020,521 Accumulated undistributed net realized gain on investments.............. 36,701,953 Accumulated net unrealized appreciation on investments_Note 3........... 26,157,140 -------------- NET ASSETS at value applicable to 50,011,741 shares outstanding (150 million shares of $.33 1/3 par value Common Stock authorized)...... $390,340,180 ============= NET ASSET VALUE, offering and redemption price per share ($390,340,180 / 50,011,741 shares)...................................... $7.80 ===== See notes to financial statements.
THE DREYFUS THIRD CENTURY FUND, INC. STATEMENT OF OPERATIONS YEAR ENDED MAY 31, 1994 INVESTMENT INCOME: INCOME: Cash dividends (net of $21,204 foreign taxes withheld at source)...... $ 4,577,016 Interest.............................................................. 3,556,804 -------------- TOTAL INCOME.................................................... $ 8,133,820 EXPENSES: Investment advisory fee--Note 2(a).................................... 2,374,676 Sub-investment advisory fee_Note 2(a)................................. 1,224,676 Shareholder servicing costs_Note 2(b)................................. 1,604,345 Professional fees..................................................... 104,341 Custodian fees........................................................ 86,355 Directors' fees and expenses_Note 2(c)................................ 43,162 Registration fees..................................................... 37,192 Prospectus and shareholders' reports.................................. 24,434 Miscellaneous......................................................... 110,010 -------------- TOTAL EXPENSES.................................................. 5,609,191 ------------- INVESTMENT INCOME--NET.......................................... 2,524,629 ------------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on investments--Note 3................................ 43,262,547 Net unrealized appreciation (depreciation) on investments for the year: Unaffiliated issuers.................................................. $(42,785,849) Affiliated issuers.................................................... 475,000 (42,310,849) -------------- ------------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................. 951,698 ------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $ 3,476,327 ============= See notes to financial statements.
THE DREYFUS THIRD CENTURY FUND, INC. STATEMENT OF CHANGES IN NET ASSETS YEAR ENDED MAY 31, ---------------------------------- 1993 1994 -------------- -------------- OPERATIONS: Investment income--net............................................... $ 2,338,779 $ 2,524,629 Net realized gain on investments..................................... 34,235,279 43,262,547 Net unrealized appreciation (depreciation) on investments for the year 11,273,164 (42,310,849) -------------- -------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............... 47,847,222 3,476,327 -------------- -------------- DIVIDENDS TO SHAREHOLDERS FROM: Investment income--net............................................... (2,772,024) (2,357,310) Net realized gain on investments..................................... (3,388,031) (35,948,936) -------------- -------------- TOTAL DIVIDENDS.................................................... (6,160,055) (38,306,246) -------------- -------------- CAPITAL STOCK TRANSACTIONS: Net proceeds from shares sold........................................ 247,614,777 133,886,002 Dividends reinvested................................................. 5,916,878 36,994,901 Cost of shares redeemed.............................................. (212,416,606) (272,045,796) -------------- -------------- INCREASE (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS.. 41,115,049 (101,164,893) -------------- -------------- TOTAL INCREASE (DECREASE) IN NET ASSETS........................ 82,802,216 (135,994,812) NET ASSETS: Beginning of year.................................................... 443,532,776 526,334,992 -------------- -------------- End of year (including undistributed investment income_net: $853,202 in 1993 and $1,020,521 in 1994,........................... $526,334,992 $390,340,180 ============== ============== SHARES SHARES -------------- -------------- CAPITAL SHARE TRANSACTIONS: Shares sold.......................................................... 30,554,379 15,961,262 Shares issued for dividends reinvested............................... 709,457 4,572,917 Shares redeemed...................................................... (26,057,343) (32,586,800) -------------- -------------- NET INCREASE (DECREASE) IN SHARES OUTSTANDING...................... 5,206,493 (12,052,621) ============== ============== See notes to financial statements.
THE DREYFUS THIRD CENTURY FUND, INC. FINANCIAL HIGHLIGHTS Contained below is per share operating performance data for a share of Common Stock outstanding, total investment return, ratios to average net assets and other supplemental data for each year indicated. This information has been derived from the Fund's financial statements. YEAR ENDED MAY 31, -------------------------------------------------------------- PER SHARE DATA: 1990 1991 1992 1993 1994 ------- ------- ------- ------- ------- Net asset value, beginning of year.............. $ 6.33 $ 7.01 $ 7.79 $ 7.80 $ 8.48 ------- ------- ------- ------- ------- INVESTMENT OPERATIONS: Investment income--net.......................... .21 .06 .05 .04 .05 Net realized and unrealized gain (loss) on investments .84 1.07 .26 .74 (.08) ------- ------- ------- ------- ------- TOTAL FROM INVESTMENT OPERATIONS.............. 1.05 1.13 .31 .78 (.03) ------- ------- ------- ------- ------- DISTRIBUTIONS: Dividends from investment income--net........... (.18) (.12) (.08) (.05) (.04) Dividends from net realized gain on investments. (.19) (.23) (.22) (.05) (.61) ------- ------- ------- ------- ------- TOTAL DISTRIBUTIONS........................... (.37) (.35) (.30) (.10) (.65) ------- ------- ------- ------- ------- Net asset value, end of year.................... $ 7.01 $ 7.79 $ 7.80 $ 8.48 $ 7.80 ======= ======= ======= ======= ======= TOTAL INVESTMENT RETURN 17.26% 17.19% 3.92% 10.02% (.63%) RATIOS/SUPPLEMENTAL DATA: Ratio of expenses to average net assets......... 1.05% 1.04% 1.08% 1.11% 1.17% Ratio of net investment income to average net assets 3.19% 1.10% .83% .48% .52% Portfolio Turnover Rate......................... 162.82% 72.57% 47.92% 67.30% 71.70% Net Assets, end of year (000's Omitted)......... $195,658 $266,126 $443,533 $526,335 $390,340 See notes to financial statements.
THE DREYFUS THIRD CENTURY FUND, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1--SIGNIFICANT ACCOUNTING POLICIES: The Fund is registered under the Investment Company Act of 1940 ("Act") as a diversified open-end management investment company. The Dreyfus Corporation ("Dreyfus") serves as the Fund's investment adviser. Tiffany Capital Advisors, Inc. ("Tiffany") serves as the Fund's sub-investment adviser. Dreyfus Service Corporation ("Distributor"), a wholly-owned subsidiary of Dreyfus, acts as the exclusive distributor of the Fund's shares, which are sold to the public without a sales charge. Subject to shareholder approval, a new Sub-Investment Advisory Agreement between Dreyfus and NCM Capital Management Group, Inc. will replace the existing Sub-Investment Advisory Agreement between the Fund and Tiffany Capital Advisors, Inc. (A) PORTFOLIO VALUATION: Investments in securities are valued at the last sales price on the securities exchange on which such securities are primarily traded or at the last sales price on the national securities market. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. Bid price is used when no asked price is available. Securities for which there are no such valuations are valued at fair value as determined in good faith under the direction of the Board of Directors. Short-term investments are carried at amortized cost, which approximates value. Investments denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange. (B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, amortization of discount on investments, is recognized on the accrual basis. (C) AFFILIATED ISSUERS: Issuers in which the Fund held 5% or more of the outstanding voting securities are defined as "affiliated" in the Act. (D) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gain are normally declared and paid annually, but the Fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code. To the extent that net realized capital gain can be offset by capital loss carryovers, if any, it is the policy of the Fund not to distribute such gain. (E) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from substantially all Federal income taxes. NOTE 2--INVESTMENT ADVISORY FEE, SUB-INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES: (A) Fees payable by the Fund pursuant to the provisions of an Investment Advisory Agreement with Dreyfus and a Sub-Investment Advisory Agreement with Tiffany (together "Agreements") are payable monthly and computed on the average daily value of the Fund's net assets at the following annual rates: TOTAL NET ASSETS DEYFUS TIFFANY - ------------------- ----------- ---------- The first $200 million............................ .65 of 1% .10 of 1% $200 up to $300 million........................... .40 of 1% .35 of 1% In excess of $300 million......................... .375 of 1% .375 of 1% THE DREYFUS THIRD CENTURY FUND, INC. NOTES TO FINANCIAL STATEMENTS (CONTINUED) The Agreements further provide that if in any full fiscal year the aggregate expenses of the Fund, excluding taxes, interest on borrowings, brokerage and extraordinary expenses, exceed 1-1/2% of the average value of the Fund's net assets, the Fund may deduct from the fees to be paid to Dreyfus and Tiffany, or Dreyfus and Tiffany will bear, such excess, up to the amount of their respective fees, on a pro rata basis in proportion to the relative fees otherwise payable to each pursuant to the Agreements. There was no expense reimbursement for the year ended May 31, 1994. (B) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses the Distributor an amount not to exceed an annual rate of .25 of 1% of the value of the Fund's average daily net assets for servicing shareholder accounts. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the Fund and providing reports and other information, and services related to the maintenance of shareholder accounts. During the year ended May 31, 1994, the Fund was charged an aggregate of $990,986 pursuant to the Shareholder Services Plan. (C) Certain officers and directors of the Fund are "affiliated persons," as defined in the Act, of the Investment Adviser and/or the Distributor. Each director who is not an "affiliated person" receives an annual fee of $10,000. (D) On December 5, 1993, the Manager entered into an Agreement and Plan of Merger providing for the merger of the Manager with a subsidiary of Mellon Bank Corporation ("Mellon"). Following the merger, it is planned that the Manager will be a direct subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a number of contingencies, including receipt of certain regulatory approvals and approvals of stockholders of the Manager and of Mellon. The merger is expected to occur in August 1994, but could occur later. As a result of regulatory requirements and the terms of the Merger Agreement, the Manager will seek various approvals from the Fund's shareholders before completion of the merger. Proxy materials, approved by the Fund's Board, recently have been mailed to Fund shareholders. NOTE 3--SECURITIES TRANSACTIONS: The aggregate amount of purchases and sales of investment securities, other than short-term securities, for the year ended May 31, 1994 amounted to $262,921,798 and $408,714,075, respectively. At May 31, 1994, accumulated net unrealized appreciation on investments was $26,157,140, consisting of $33,760,529 gross unrealized appreciation and $7,603,389 gross unrealized depreciation. At May 31, 1994, the cost of investments for Federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments). THE DREYFUS THIRD CENTURY FUND, INC. REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS SHAREHOLDERS AND BOARD OF DIRECTORS THE DREYFUS THIRD CENTURY FUND, INC. We have audited the accompanying statement of assets and liabilities of The Dreyfus Third Century Fund, Inc., including the statement of investments, as of May 31, 1994, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the years indicated therein. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of May 31, 1994 by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Dreyfus Third Century Fund, Inc. at May 31, 1994, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the indicated years, in conformity with generally accepted accounting principles. (Ernst & Young Signature Logo) New York, New York June 30, 1994 THE DREYFUS THIRD CENTURY FUND, INC. IMPORTANT TAX INFORMATION (UNAUDITED) For Federal tax purposes the Fund hereby designates $.450 per share as a long-term capital gain distribution of the $.650 per share paid on December 13, 1993. (Dreyfus Logo) Third Century Fund Annual Report May 31, 1994 (Dreyfus Lion Logo) (Dreyfus `D' Logo) THE DREYFUS THIRD CENTURY FUND, INC. 144 Glenn Curtiss Boulevard Uniondale, NY 11556 INVESTMENT ADVISER The Dreyfus Corporation 200 Park Avenue New York, NY 10166 SUB-INVESTMENT ADVISER Tiffany Capital Advisors, Inc. 15 Crow Canyon Court San Ramon, CA 94583 DISTRIBUTOR Dreyfus Service Corporation 200 Park Avenue New York, NY 10166 CUSTODIAN The Bank of New York 110 Washington Street New York, NY 10286 TRANSFER AGENT & DIVIDEND DISBURSING AGENT The Shareholder Services Group, Inc. P.O. Box 9671 Providence, RI 02940 Further information is contained in the Prospectus, which must precede or accompany this report. Printed in U.S.A. 035AR945 printed on recycled paper Registration Mark EX-99.A 2 TABLE FOR GRAPH IN PRESIDENT'S LETTER COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE DREYFUS THIRD CENTURY FUND, INC. AND THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX EXHIBIT A: ________________________________________________________ | | STANDARD | | | | & POOR'S 500 | THE DREYFUS | | PERIOD | COMPOSITE STOCK | THIRD CENTURY | | | PRICE INDEX * | FUND | |--------- | --------------- | ---------------| | 3/29/72 | 10,000 | 10,000 | | 5/31/72 | 10,266 | 10,061 | | 5/31/73 | 10,124 | 8,177 | | 5/31/74 | 8,721 | 7,551 | | 5/31/75 | 9,555 | 9,193 | | 5/31/76 | 10,928 | 10,781 | | 5/31/77 | 10,937 | 12,082 | | 5/31/78 | 11,650 | 14,870 | | 5/31/79 | 12,522 | 17,335 | | 5/31/80 | 14,854 | 24,830 | | 5/31/81 | 18,598 | 33,870 | | 5/31/82 | 16,602 | 26,091 | | 5/31/83 | 25,370 | 37,012 | | 5/31/84 | 24,596 | 33,579 | | 5/31/85 | 32,405 | 43,719 | | 5/31/86 | 43,955 | 52,954 | | 5/31/87 | 53,256 | 60,646 | | 5/31/88 | 49,784 | 58,271 | | 5/31/89 | 63,110 | 70,241 | | 5/31/90 | 73,575 | 82,363 | | 5/31/91 | 82,235 | 96,523 | | 5/31/92 | 90,328 | 100,308 | | 5/31/93 | 100,796 | 110,361 | | 5/31/94 | 105,101 | 109,667 | |-------------------------------------------------------| * Source: Lipper Analytical Services, Inc. Average Annual Total Return - ------------------------------------------------------------------------------ Since Inception One Year Ended Five Years Ended Ten Years Ended (3/29/72) May 31, 1994 May 31, 1994 May 31, 1994 to May 31, 1994 - -------------- ---------------- --------------- ------------------- - -0.63% 9.32% 12.56% 11.40% EX-99.B 3 PIE CHART IN THE PRESIDENT'S LET OF ANNUAL RPT The Dreyfus Third Century Fund, Inc. May 31, 1994 Asset Allocation |----------------------------------------------------------- |Common Stocks 67.9 % | |Cash Equivalents 32.1 % | ----------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----