-----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, RXfCOjAGbrhzFVv0McavVE+7+3s5W8AR+y2U8mZ/iP6glqNa8EVHKCQuFWad2ic1 q47uInmIRyN7gJkYxDauug== 0000914775-95-000003.txt : 19950609 0000914775-95-000003.hdr.sgml : 19950609 ACCESSION NUMBER: 0000914775-95-000003 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950306 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DREYFUS FOCUS FUNDS INC CENTRAL INDEX KEY: 0000914775 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07123 FILM NUMBER: 95518689 BUSINESS ADDRESS: STREET 1: THE DREYFUS CORPORATION STREET 2: 200 PARK AVENUE 8TH FLOOR WEST CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2129226754 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS GROWTH & VALUE FUND INC DATE OF NAME CHANGE: 19931116 DEF 14A 1 DEFINITIVE PROXY FILING SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the registrant /*/ Filed by a party other than the registrant / / Check the appropriate box: / / Preliminary proxy statement /*/ Definitive proxy statement / / Definitive additional materials / / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 Dreyfus Focus Funds, Inc. ------------------------------------------------ (Name of Registrant as Specified in Its Charter) Dreyfus Focus Funds, Inc. ----------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of filing fee (Check the appropriate box): /*/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). / / $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 transactions applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:* (4) Proposed maximum aggregate value of transaction: / / 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: ------------------------------------------------------------------ * Set forth the amount on which the filing fee is calculated and state how it was determined. Notes: THE DREYFUS FAMILY OF FUNDS ------------------------------------- NOTICE OF MEETINGS OF STOCKHOLDERS ------------------------------------- To the Stockholders: Meetings of Stockholders of each of the Funds in The Dreyfus Family of Funds listed below (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, March 31, 1995 at the time set forth on Exhibit B to the Proxy Statement. The Funds are: DREYFUS BASIC MUNICIPAL DREYFUS INTERMEDIATE MUNICIPAL DREYFUS NEW YORK TAX EXEMPT FUND, INC. BOND FUND, INC. BOND FUND, INC. DREYFUS CALIFORNIA TAX EXEMPT DREYFUS MASSACHUSETTS MUNICIPAL DREYFUS NEW YORK TAX EXEMPT BOND FUND, INC. MONEY MARKET FUND INTERMEDIATE BOND FUND DREYFUS CALIFORNIA TAX EXEMPT DREYFUS MASSACHUSETTS TAX EXEMPT DREYFUS NEW YORK TAX EXEMPT MONEY MARKET FUND BOND FUND MONEY MARKET FUND DREYFUS CAPITAL VALUE FUND DREYFUS MICHIGAN MUNICIPAL DREYFUS OHIO MUNICIPAL MONEY (A PREMIER FUND) MONEY MARKET FUND, INC. MARKET FUND, INC. DREYFUS CONNECTICUT MUNICIPAL DREYFUS MUNICIPAL BOND FUND, INC. DREYFUS PENNSYLVANIA INTERMEDIATE MONEY MARKET FUND, INC. DREYFUS MUNICIPAL MONEY MARKET MUNICIPAL BOND FUND DREYFUS FOCUS FUNDS, INC. FUND, INC. DREYFUS PENNSYLVANIA MUNICIPAL DREYFUS GNMA FUND, INC. DREYFUS NEW JERSEY MUNICIPAL MONEY MARKET FUND DREYFUS INSURED MUNICIPAL MONEY MARKET FUND, INC. BOND FUND, INC. DREYFUS NEW LEADERS FUND, INC.
The meetings will be held with respect to each Fund for the following purposes: 1. To elect additional 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. 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 February 24, 1995 will be entitled to receive notice of and to vote at the meetings. By Order of the Board John E. Pelletier Secretary New York, New York February 27, 1995 - ----------------------------------------------------------------------------- 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. - ----------------------------------------------------------------------------- THE DREYFUS FAMILY OF FUNDS COMBINED PROXY STATEMENT -------------------------- MEETINGS OF STOCKHOLDERS TO BE HELD ON FRIDAY, MARCH 31, 1995 This proxy statement is furnished in connection with a solicitation of proxies by the Board of each of the Funds in The Dreyfus Family of Funds listed on Exhibit A (each, a "Fund" and, collectively, the "Funds") to be used at the Meeting of Stockholders of each Fund to be held on Friday, March 31, 1995 at the time set forth on Exhibit B, 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 February 24, 1995 are entitled to be present and to vote at the meeting. Each Fund share is entitled to one vote. 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 February 8, 1995, your Fund had outstanding the number of shares indicated on Exhibit A. It is estimated that proxy materials will be mailed to stockholders of record on or about March 6, 1995. 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 ADDITIONAL BOARD MEMBERS It is proposed that stockholders of each Fund consider the election of the individuals listed below (the "Nominees") as additional Board members of their Fund as indicated. Each Nominee has consented to being named in this proxy statement and has agreed to serve as a Board member of the indicated Fund if elected. Mr. Fraser currently is a director of Dreyfus Focus Funds, Inc.; he was elected by such Fund's Board, but not its shareholders, on May 23, 1994. In addition, Mr. Burke and Ms. Jacobs currently are Board members of Dreyfus Pennsylvania Intermediate Municipal Bond Fund. Mr. Burke was elected by such Fund's Board, but not its shareholders, on February 9, 1994. The election of Ms. Jacobs to such Fund's Board became effective on August 3, 1994, and Ms. Jacobs also has not been elected by shareholders. Biographical information about each Nominee is set forth below. Biographical information about each Fund's current Board members and other relevant information is set forth on Exhibit B. Page 1 NAME, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE - -------------------------------------- -------- * DAVID W. BURKE_Only for Dreyfus Pennsylvania Intermediate 58 Municipal Bond Fund, which is listed on Exhibit B, Part IV Since August 1994, Consultant to The Dreyfus Corporation ("Dreyfus"), each Fund's investment adviser. From October 1990 to August 1994, Vice President and Chief Administrative Officer of Dreyfus. From 1977 to 1990, Mr. Burke was involved in the management of national television news, as Vice President and Executive Vice President of ABC News, and subsequently as President of CBS News. He is also a Board member of 50 other funds in the Dreyfus Family of Funds. His address is 200 Park Avenue, New York, New York 10166. GORDON J. DAVIS_Only for those Funds listed on Exhibit B, Part II 53 Since October 1994, senior partner with the law firm of LeBoeuf, Lamb, Greene & MacRae. From 1983 to September 1994, he was a senior partner with the law firm of Lord Day & Lord, Barrett Smith. Mr. Davis was Commissioner of Parks and Recreation for the City of New York from 1978 to 1983. He is a director of Consolidated Edison, a utility company, and Phoenix Home Life Insurance Company and a member of various other corporate and not-for-profit boards. He is also a Board member of 12 funds in the Dreyfus Family of Funds. His address is 241 Central Park West, New York, New York 10024. * JOSEPH S. DIMARTINO_For all Funds listed on Exhibit B, Parts I, II, III and IV 51 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 Dreyfus, and Executive Vice President and a director of Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus which served as each Fund's distributor before August 1994. From August 24, 1994 to December 31, 1994, he was a director of Mellon Bank Corporation. He is also a director of Noel Group, Inc., Vice President and former Treasurer and a director of The National Muscular Dystrophy Association, and a trustee of Bucknell University. He is a Board member of 59 other funds in the Dreyfus Family of Funds. His address is 200 Park Avenue, New York, New York 10166. JOHN M. FRASER, JR._Only for Dreyfus Focus Funds, Inc., which is listed on 72 Exhibit B, Part III President of Fraser Associates, a service company for planning and arranging corporate meetings and other events. From September 1975 to June 1978, he was Executive Vice President of Flagship Cruises, Ltd. Prior thereto, he was Senior Vice President and Resident Director of the Swedish-American Line for the United States and Canada. He is also a Board member of 11 other funds in the Dreyfus Family of Funds. His address is 133 East 64th Street, New York, New York 10021. - -------------------- * "Interested person" as defined in the Investment Company Act of 1940, as amended (the "Act"). Page 2 ROSALIND GERSTEN JACOBS_Only for Dreyfus Pennsylvania Intermediate 69 Municipal Bond Fund, which is listed on Exhibit B, Part IV Director of Merchandise and Marketing for Corporate Property Investors, a real estate investment company. From 1974 to 1976, she was owner and manager of a merchandise and marketing consulting firm. Prior to 1974, she was Vice President of Macy's New York. She is also a Board member of 20 other funds in the Dreyfus Family of Funds. Her address is c/o Corporate Property Investors, 305 East 47th Street, New York, New York 10017. ROBIN A. SMITH_Only for those Funds listed on Exhibit B, Part I 31 Since October 1993, Vice President, and from March 1992 to October 1993 Executive Director, of One to One Partnership, Inc., a national non-profit organization that seeks to promote mentoring and economic empowerment for at-risk youths. From June 1986 to February 1992, she was an investment banker with Goldman, Sachs & Co. She is also a Trustee of Westover School and a Board member of the Jacob A. Riis Settlement House and the High/Scope Educational Research Foundation. Her address is 280 Park Avenue, New York, New York 10010.
In connection with the merger of Dreyfus and a subsidiary of Mellon Bank, N.A. on August 24, 1994, 33,698 shares of Dreyfus common stock held by Mr. DiMartino under The Dreyfus Corporation Retirement Profit-Sharing Plan (the "Plan") were converted into 29,660 shares of common stock of Mellon Bank Corporation ("Mellon"), Mellon Bank, N.A.'s parent, having a market value of $58.375 per share on such date. In addition, two outstanding options separately granted in 1982 and 1989 to Mr. DiMartino to purchase an aggregate of 200,000 shares of Dreyfus common stock were converted into two options to purchase an aggregate of 176,034 shares of Mellon common stock. These two options expire on November 16, 1999 and August 23, 2000, respectively. Also in connection with the merger of Dreyfus, 2,224 shares of Dreyfus common stock held by Mr. Burke under the Plan were converted into 1,957 shares of Mellon common stock, having a market value of $58.375 per share on such date. In addition, an outstanding option granted in 1989 to Mr. Burke to purchase 100,000 shares of Dreyfus common stock was converted into an option to purchase 88,017 shares of Mellon common stock. This option expires on August 23, 2000. In November 1994, Mellon's common stock split in a 3 for 2 proportion, and all shares of Mellon common stock held under the Plan, and all outstanding options, were adjusted accordingly. 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. Except as set forth on Exhibit B, Board members and officers of a Fund, in the aggregate, as of February 8, 1995, 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 for each Fund, which position will be held by Mr. DiMartino, if elected, receives an additional 25% in annual retainer and per meeting attendance fees. For each Fund's most recent fiscal year, the number of Board meetings that were held, the schedule of fees payable by the Fund to Board members and the aggregate amount of compensation received by each Board member from the Fund and all other funds in the Dreyfus Family of Funds for which such person is a Board member are set forth on Exhibit B. The Funds do not pay any other remuneration to their officers and Board members. Page 3 Mr. Burke is currently a Board member of Dreyfus Pennsylvania Intermediate Municipal Bond Fund and 50 other funds in the Dreyfus Family of Funds for which he received aggregate compensation of $518 and $27,898, respectively, for the year ended December 31, 1994. Mr. Davis is currently a Board member of 12 funds in the Dreyfus Family of Funds for which he received aggregate compensation of $29,602 for the year ended December 31, 1994. Mr. Fraser is currently a Board member of Dreyfus Focus Funds, Inc. and 11 other funds in the Dreyfus Family of Funds for which he received aggregate compensation of $4,000 and $46,766, respectively, for the year ended December 31, 1994. Ms. Jacobs is currently a Board member of Dreyfus Pennsylvania Intermediate Municipal Bond Fund and 20 other funds in the Dreyfus Family of Funds for which she received aggregate compensation of $829 and $57,638, respectively, for the year ended December 31, 1994. Mr. DiMartino recently became a Board member of 59 funds in the Dreyfus Family of Funds and he is expected to be proposed for election as a Board member of 32 other funds in the Dreyfus Family of Funds during 1995. Ms. Smith is expected to be proposed for election as a Board member of eight funds in the aggregate, including the Funds. It is currently estimated that Mr. DiMartino and Ms. Smith will receive from these funds, as well as from the other Funds if each is elected to the Boards, aggregate compensation of at least $445,000 and $30,000, respectively, for the year ending December 31, 1995. Mr. DiMartino and his family also are entitled to certain health insurance benefits, with a portion of the annual premium, such portion estimated to be approximately $16,500 for calendar year 1995, to be allocated among the funds in the Dreyfus Family of Funds for which he serves as Chairman. 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. Each Fund's Board, including a majority of its members who are not "interested persons" of such Fund, approved the selection of Ernst & Young LLP (the "Auditors") for such Fund's current fiscal year at a Board meeting held on the date set forth on Exhibit B. 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 its fees as independent auditors and certain consulting fees, neither the Auditors nor any of its partners has a direct, or material indirect, financial interest in any Fund or Dreyfus. The Auditors, a major international independent accounting firm, have been the auditors of each Fund since its 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 Fund's best interests. A representative of the Auditors is 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 AS INDEPENDENT AUDITORS OF THE FUND. 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. Exhibit B sets forth certain information concerning entities that are known by the respective Fund to be the holders of record of 5% or more of its shares outstanding as of February 8, 1995. To each Fund's knowledge, no stockholder beneficially owned 5% or more of its shares outstanding on such date, except to the extent set forth on Exhibit B. Page 4 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 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. 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 Management Information Services, Inc., Attention: [NAME OF FUND], 61 Accord Park Drive, Norwell, MA 02061, 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 THE PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE. Dated: February 27, 1995 Page 5 EXHIBIT A Set forth below is a list of each Fund for which a stockholder meeting is being held and the number of shares of such Fund outstanding on February 8, 1995: NUMBER OF SHARES NAME OF FUND OUTSTANDING Dreyfus BASIC Municipal Fund, Inc....................................................... 1,012,419,246.530 Dreyfus California Tax Exempt Bond Fund, Inc.................................................. 104,865,819.455 Dreyfus California Tax Exempt Money Market Fund............................................... 283,573,959.090 Dreyfus Capital Value Fund (A Premier Fund)................................................ 40,037,730.681 Dreyfus Connecticut Municipal Money Market Fund, Inc.......................................... 257,087,417.130 Dreyfus Focus Funds, Inc.................................................... 1,711,427.192 Dreyfus GNMA Fund, Inc...................................................... 101,810,190.559 Dreyfus Insured Municipal Bond Fund, Inc.................................................. 13,317,316.886 Dreyfus Intermediate Municipal Bond Fund, Inc.................................................. 112,376,192.306 Dreyfus Massachusetts Municipal Money Market Fund............................................... 151,655,250.410 Dreyfus Massachusetts Tax Exempt Bond Fund....................................................... 10,362,255.189 Dreyfus Michigan Municipal Money Market Fund, Inc.......................................... 61,789,852.130 Dreyfus Municipal Bond Fund, Inc............................................ 313,456,039.892 Dreyfus Municipal Money Market Fund, Inc....................................................... 1,014,622,195.620 Dreyfus New Jersey Municipal Money Market Fund, Inc.......................................... 770,218,433.740 Dreyfus New Leaders Fund, Inc............................................... 12,797,626.682 Dreyfus New York Tax Exempt Bond Fund, Inc.................................................. 120,655,429.710 Dreyfus New York Tax Exempt Intermediate Bond Fund.......................................... 19,883,156.720 Dreyfus New York Tax Exempt Money Market Fund............................................... 323,843,429.030 Dreyfus Ohio Municipal Money Market Fund, Inc................................................ 58,139,130.180 Dreyfus Pennsylvania Intermediate Municipal Bond Fund............................................. 2,063,139.598 Dreyfus Pennsylvania Municipal Money Market Fund............................................... 155,352,288.380
Page A1 EXHIBIT B PART I Part I sets forth the meeting time and information relevant to the current Board Members, auditors and share ownership for the following Funds: Dreyfus California Tax Exempt Money Market Fund ("DCTEMM") Dreyfus Capital Value Fund (A Premier Fund) ("DCV") Dreyfus Insured Municipal Bond Fund, Inc. ("DIMB") Dreyfus Municipal Bond Fund, Inc. ("DMB") Dreyfus Municipal Money Market Fund, Inc. ("DMMM") Dreyfus New Leaders Fund, Inc. ("DNL") * Meeting Time for each Fund: 11:15 a.m. BOARD MEMBERS NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE - ------------------------------------------------------------------------------------------------------------------------ * DAVID W. BURKE 58 DCTEM-1994 Since August 1994, Consultant to Dreyfus. From October 1990 to August DCV-1994 1994, Vice President and Chief Administrative Officer of Dreyfus. From 1977 to DMB-1994 1990, Mr. Burke was involved in the management of national television news, as DMMM-1994 Vice President and Executive Vice President of ABC News, and subsequently as DIMB-1994 President of CBS News. He is also a Board member of 45 other funds in the DNL-1994 Dreyfus Family of Funds. His address is 200 Park Avenue, New York, New York 10166. HODDING CARTER, III 59 DCTEMM-1988 President of MainStreet, a television production company. Since 1991, DCV-1988 a syndicated columnist for United Media - NEA. From 1985 to 1986, he was DIMB-1988 editor and chief correspondent of "Capitol Journal," a weekly Public DMB-1988 Broadcasting System ("PBS") series on Congress. From 1981 to 1984, he was DMMM-1988 anchorman and chief correspondent for PBS' "Inside Story," a regularly DNL-1988 scheduled half-hour critique of press performance. From 1977 to July 1, 1980, Mr. Carter served as Assistant Secretary of State for Public Affairs and as Department of State spokesman. He is also a Board member of two other funds in the Dreyfus Family of Funds. His address is c/o MainStreet, 918 Sixteenth Street, N.W., Washington, D.C. 20006. Page B1 NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE - ------------------------------------------------------------------------------------------------------------------------ EHUD HOUMINER 54 DCTEMM-1994 Since July 1991, Professor and Executive-in-Residence at the Columbia DCV-1994 Business School, Columbia University and, since February 1992, a consultant to DIMB-1994 Bear, Stearns & Co. Inc., investment bankers. He was President and Chief DMB-1994 Executive Officer of Philip Morris USA, manufacturers of consumer products, DMMM-1994 from December 1988 until September 1990. He also is a director of Avnet Inc. DNL-1994 and a Board member of three other funds in the Dreyfus Family of Funds. His address is Columbia Business School, Columbia University, Uris Hall, Room 526, New York, New York 10027. RICHARD C. LEONE 54 DCTEMM-1985 President of The Twentieth Century Fund, Inc., a tax exempt research DCV-1984 foundation engaged in economic, political and social policy studies. From DIMB-1985 April 1990 to March 1994, Chairman, and from April 1988 to March 1994, a DMB-1976 Commissioner of The Port Authority of New York and New Jersey. A member in DMMM-1980 1985, and from January 1986 to January 1989, Managing Director of Dillon, DNL-1984 Read & Co. Inc. Mr. Leone is also a director of Resource Mortgage Capital, Inc. and a Board member of two other funds in the Dreyfus Family of Funds. His address is 41 East 70th Street, New York, New York 10021. HANS C. MAUTNER 57 DCTEMM-1985 Chairman, Trustee and Chief Executive Officer of Corporate Property DCV-1984 Investors, a real estate investment company. Since January 1986, a Director DIMB-1985 of Julius Baer Investment Management, Inc., a wholly-owned subsidiary of DMB-1978 Julius Baer Securities, Inc. He is also a Board member of two other funds in DMMM-1980 the Dreyfus Family of Funds. His address is 305 East 47th Street, New York, DNL-1984 New York 10017. JOHN E. ZUCCOTTI 57 DCTEMM-1985 President and Chief Executive Officer of Olympia & York Companies DCV-1984 (U.S.A.) and a member of its Board of Directors since the inception of a DIMB-1985 Board on July 27, 1993. From 1986 to 1990, he was a partner in the law firm DMB-1977 of Brown & Wood, and from 1978 to 1986, a partner in the law firm of Tufo & DMMM-1980 Zuccotti. First Deputy Mayor of the City of New York from December 1975 to DNL-1984 June 1977, and Chairman of the City Planning Commission for the City of New York from 1973 to 1975. Mr. Zuccotti is also a Director of Empire Blue Cross & Blue Shield, Catellus Development Corporation, a real estate development corporation, and Diversicare, Inc., a health care services company. He is also a Board member of two other funds in the Dreyfus Family of Funds. His address is 237 Park Avenue, New York, New York 10017. - ----------------------- * "Interested Person" as defined in the Act.
Page B2 PERTAINING TO THE BOARD OF THE ABOVE LISTED FUNDS * The number of Board and, where applicable, committee meetings held during the last fiscal year; the name of 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; and the rate at which Board members are paid, are as follows: NUMBER OF BOARD MEMBERS ATTENDING NAME OF FUND BOARD MEETINGS FEWER THAN 75% OF MEETINGS ANNUAL RETAINER/PER MEETING FEE - ------------- --------------- -------------------------- ------------------------------- DCTEMM 3 Hans Mautner $2,500/$250 DCV 6 Hans Mautner $4,500/$500 DIMB 5 Hans Mautner $2,500/$250 DMB 6 Hans Mautner $4,500/$500 DMMM 6 Hans Mautner $4,500/$500 DNL 6 Hans Mautner $2,500/$500 * Compensation Table for the last fiscal year (except as otherwise noted):
(5) (3) TOTAL PENSION OR (4) COMPENSATION RETIREMENT ESTIMATED FROM FUND BENEFITS ANNUAL AND FUND (2) ACCRUED AS BENEFITS COMPLEX PAID (1) AGGREGATE PART OF EACH FROM EACH TO BOARD MEMBER NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994 MEMBER AND FUND FROM EACH FUND* EXPENSES RETIREMENT CALENDER YEAR ----------------- ---------------- -------------- ------------ ------------- David W. Burke $27,898 DCTEMM N/A None None DCV $452 None None DIMB N/A None None DMB $ 86 None None DMMM N/A None None DNL $884 None None Hodding Carter, III $33,625 DCTEMM $3,250 None None DCV $6,500 None None DIMB $3,500 None None DMB $6,500 None None DMMM $6,500 None None DNL $4,500 None None
Page B3 (5) (3) TOTAL PENSION OR (4) COMPENSATION RETIREMENT ESTIMATED FROM FUND BENEFITS ANNUAL AND FUND (2) ACCRUED AS BENEFITS COMPLEX PAID (1) AGGREGATE PART OF EACH FROM EACH TO BOARD MEMBER NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994 MEMBER AND FUND FROM EACH FUND* EXPENSES RETIREMENT CALENDER YEAR ----------------- ---------------- -------------- ------------ ------------- Ehud Houminer $25,701 DCTEMM $ 667 None None DCV $3,995 None None DIMB $1,116 None None DMB $3,626 None None DMMM $2,492 None None DNL $1,527 None None Richard C. Leone $33,125 DCTEMM $3,250 None None DCV $6,500 None None DIMB $3,500 None None DMB $6,500 None None DMMM $6,500 None None DNL $4,500 None None Hans C. Mautner $33,625 DCTEMM $3,000 None None DCV $6,000 None None DIMB $3,250 None None DMB $6,000 None None DMMM $6,000 None None DNL $4,000 None None John E. Zuccotti $33,625 DCTEMM $3,250 None None DCV $6,500 None None DIMB $3,500 None None DMB $6,500 None None DMMM $6,500 None None DNL $4,500 None None - ---------------------- * Amount does not include reimbursed expenses for attending Board meetings, which amounted to $3,085 for all Board members as a group.
page B4 PERTAINING TO AUDITORS Date Board Last NAME OF FUND APPROVED AUDITORS DCTEMM April 4, 1994 DCV August 1, 1994 DIMB April 4, 1994 DMB August 1, 1994 DMMM April 4, 1994 DNL October 24, 1994 PERTAINING TO SHARE OWNERSHIP OF PERSONS, IF ANY, KNOWN TO OWN BENEFICIALLY 5% OR MORE OF THE FUND'S OUTSTANDING VOTING SECURITIES AS OF FEBRUARY 8, 1995 NAME OF NAME AND ADDRESS PERCENTAGE OF NUMBER OF FUND OF STOCKHOLDER SHARES OUTSTANDING SHARES OUTSTANDING - ------------- ------------------ ----------------- ------------------- DCTEMM Virg & Co.-First Interstate 24.40% 69,223,344.880 Bank of Los Angeles CA. PO Box 9800 Calabasas, CA 91372-0800 DCV Merrill Lynch Pierce Fenner & 22.70% 40,037,730.681 Smith, Inc. (Class A Shares) 4800 Deer Lake Dr. Jacksonville, FL 32246-6484 DCV Merrill Lynch Pierce Fenner & 8.38% 40,037,730.681 Smith, Inc. (Class B Shares) 4800 Deer Lake Dr. Jacksonville, FL 32246-6484
Page B5 PART II Part II sets forth the meeting time and information relevant to the current Board Members, auditors and share ownership for the following Funds: Dreyfus BASIC Municipal Fund, Inc. ("DBMF") Dreyfus California Tax Exempt Bond Fund, Inc. ("DCTEB") Dreyfus Connecticut Municipal Money Market Fund, Inc. ("DCMMM") Dreyfus GNMA Fund, Inc. ("DGNMA") Dreyfus Intermediate Municipal Bond Fund, Inc. ("DIMB") Dreyfus Massachusetts Municipal Money Market Fund ("DMMMM") Dreyfus Massachusetts Tax Exempt Bond Fund ("DMTEB") Dreyfus Michigan Municipal Money Market Fund, Inc. ("DMIMM") Dreyfus New Jersey Municipal Money Market Fund, Inc. ("DNJMM") Dreyfus New York Tax Exempt Bond Fund, Inc. ("DNYTEB") Dreyfus New York Tax Exempt Intermediate Bond Fund ("DNYTEI") Dreyfus New York Tax Exempt Money Market Fund ("DNYTEM") Dreyfus Ohio Municipal Money Market Fund, Inc. ("DOMMM") Dreyfus Pennsylvania Municipal Money Market Fund ("DPMMM") * Meeting time for each Fund: 11:30 a.m. Page B6 BOARD MEMBERS NAME, PRINCIPAL OCCUPATION AND BOARD MEMBER BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE SINCE - --------------------------------------- ------------- ---------- *DAVID W. BURKE 58 DBMF-1994 Since August 1994, Consultant to Dreyfus. From October 1990 to August DCTEB-1994 1994, Vice President and Chief Administrative Officer of Dreyfus. From 1977 DCMMM-1994 to 1990, Mr. Burke was involved in the management of national DGNMA-1994 television news, as Vice President and Executive Vice President DIMB-1994 of ABC News, and subsequently as President of CBS News. He is also DMMMM-1994 a Board member of 37 other funds in the Dreyfus Family of Funds. His address DMTEB-1994 is 200 Park Avenue, New York, New York 10166. DMIMM-1994 DNJMM-1994 DNYTEB-1994 DNYTEI-1994 DNYTEM-1994 DOMMM-1994 DPMMM-1994 SAMUEL CHASE 63 DBMF-1991 Since 1982, President of Samuel Chase & Company, Ltd., and from 1983 DCTEB-1985 to 1990, Chairman of Chase, Brown & Blaxall, Inc., economic consulting firms. DCMMM-1990 His address is 4410 Massachusetts Avenue, N.W., Suite 408, Washington, D.C. DGNMA-1985 20016. DIMB-1985 DMMMM-1991 DMTEB-1985 DMIMM-1990 DNJMM-1988 DNYTEB-1985 DNYTEI-1987 DNYTEM-1987 DOMMM-1991 DPMMM-1990 JONI EVANS 52 DBMF-1991 Senior Vice President of the William Morris Agency. From September DCTEB-1983 1987 to May 1993, Executive Vice President of Random House, Inc., and, from DCMMM-1990 January 1991 to May 1993, President and Publisher of Turtle Bay Books; from DGNMA-1985 January 1987 to December 1990, Publisher of Random House_Adult Trade Division; DIMB-1983 and from 1985 to 1987, President of Simon & Schuster_Trade Division. Her DMMMM-1991 address is 1350 Avenue of the Americas, New York, New York 10019. DMTEB-1985 DMIMM-1990 DNJMM-1988 DNYTEB-1983 DNYTEI-1987 DNYTEM-1987 DOMMM-1991 DPMMM-1990 - --------------------------- * "Interested Person" as defined in the Act. Page B7 NAME, PRINCIPAL OCCUPATION AND BOARD MEMBER BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE SINCE - --------------------------------------- ------------- ---------- ARNOLD S. HIATT 67 DBMF-1991 Chairman of The Stride Rite Foundation. From 1969 to June 1992, DCTEB-1983 Chairman of the Board, President or Chief Executive Officer of The Stride DCMMM-1990 Rite Corporation, a multidivisional footwear manufacturing and retailing DGNMA-1985 company. Mr. Hiatt is also a Director of the Cabot Corporation. His address DIMB-1983 is 400 Atlantic Avenue, Boston, Massachusetts 02110. DMMMM-1991 DMTEB-1985 DMIMM-1990 DNJMM-1988 DNYTEB-1983 DNYTEI-1987 DNYTEM-1987 DOMMM-1991 DPMMM-1990 DAVID J. MAHONEY 71 DBMF-1991 President of David Mahoney Ventures since 1983. From 1968 to 1983, he DCTEB-1991 was Chairman and Chief Executive Officer of Norton Simon Inc., a producer of DCMMM-1991 consumer products and services. Mr. Mahoney is also a director of National DGNMA-1991 Health Laboratories Inc., Bionaire Inc. and Good Samaritan Health Systems, DIMB-1991 Inc. His address is 745 Fifth Avenue, Suite 700, New York, New York 10151. DMMMM-1991 DMTEB-1991 DMIMM-1991 DNJMM-1991 DNYTEB-1991 DNYTEI-1991 DNYTEM-1991 DOMMM-1991 DPMMM-1991 BURTON N. WALLACK 44 DBMF-1991 President and co-owner of Wallack Management Company, a real estate DCTEB-1991 management company managing real estate in the New York City area. His DCMMM-1991 address is 18 East 64th Street, Suite 3D, New York, New York 10021. DGNMA-1991 DIMB-1991 DMMMM-1991 DMTEB-1991 DMIMM-1991 DNJMM-1991 DNYTEB-1991 DNYTEI-1991 DNYTEM-1991 DOMMM-1991 DPMMM-1991
PAGE B8 PERTAINING TO THE BOARD OF THE ABOVE LISTED FUNDS * The number of Board and, where applicable, committee meetings held during the last fiscal year; the name of 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, and the rate at which Board members are paid, are as follows: NUMBER OF BOARD MEMBERS ATTENDING NAME OF FUND BOARD MEETINGS FEWER THAN 75% OF MEETINGS ANNUAL RETAINER/PER MEETING FEE - -------------- ---------------- ----------------------------- ------------------------------- DBMF 6 Arnold Hiatt and David Mahoney $1,000/$250 DCTEB 6 Arnold Hiatt and David Mahoney $4,500/$500 DCMMM 6 Arnold Hiatt and David Mahoney $1,000/0 DGNMA 5 Arnold Hiatt and David Mahoney $4,500/$500 DIMB 6 Arnold Hiatt and David Mahoney $4,500/$500 DMMMM 6 Arnold Hiatt and David Mahoney $1,000/0 DMTEB 6 Arnold Hiatt and David Mahoney $1,500/$250 DMIMM 6 Arnold Hiatt and David Mahoney $1,000/0 DNJMM 6 Arnold Hiatt and David Mahoney $2,500/$500 DNYTEB 6 Arnold Hiatt and David Mahoney $4,500/$500 DNYTEI 6 Arnold Hiatt and David Mahoney $2,500/$500 DNYTEM 6 Arnold Hiatt and David Mahoney $1,500/$250 DOMMM 6 Arnold Hiatt and David Mahoney $1,000/0 DPMMM 6 Arnold Hiatt and David Mahoney $1,000/0 Page B9 * Compensation Table for the last fiscal year (except as otherwise noted):
(5) (3) TOTAL PENSION OR (4) COMPENSATION RETIREMENT ESTIMATED FROM FUND BENEFITS ANNUAL AND FUND (2) ACCRUED AS BENEFITS COMPLEX PAID (1) AGGREGATE PART OF EACH FROM EACH TO BOARD MEMBER NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994 MEMBER AND FUND FROM EACH FUND * EXPENSES RETIREMENT CALENDER YEAR ------------------- ------------------ ------------- -------------- ----------------- David W. Burke $27,898 DBMF $ 19 None None DCTEB N/A None None DCMMM $ 101 None None DGNMA N/A None None DIMB N/A None None DMMMM $ 438 None None DMTEB N/A None None DMIMM $ 101 None None DNJMM $ 2,096 None None DNYTEB N/A None None DNYTEI N/A None None DNYTEM N/A None None DOMMM $ 268 None None DPMMM $ 101 None None Samuel Chase $46,250 DBMF $2,000 None None DCTEB $6,500 None None DCMMM $1,000 None None DGNMA $6,500 None None DIMB $6,500 None None DMMMM $1,000 None None DMTEB $2,500 None None DMIMM $1,000 None None DNJMM $4,500 None None DNYTEB $6,500 None None DNYTEI $3,500 None None DNYTEM $2,500 None None DOMMM $1,000 None None DPMMM $1,000 None None Page B10 (5) (3) TOTAL PENSION OR (4) COMPENSATION RETIREMENT ESTIMATED FROM FUND BENEFITS ANNUAL AND FUND (2) ACCRUED AS BENEFITS COMPLEX PAID (1) AGGREGATE PART OF EACH FROM EACH TO BOARD MEMBER NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994 MEMBER AND FUND FROM EACH FUND * EXPENSES RETIREMENT CALENDER YEAR ------------------- ------------------ ------------- -------------- ----------------- Joni Evans $46,250 DBMF $2,000 None None DCTEB $6,500 None None DCMMM $1,000 None None DGNMA $6,500 None None DIMB $6,500 None None DMMMM $1,000 None None DMTEB $2,500 None None DMIMM $1,000 None None DNJMM $4,000 None None DNYTEB $6,500 None None DNYTEI $3,500 None None DNYTEM $2,500 None None DOMMM $1,000 None None DPMMM $1,000 None None Arnold S. Hiatt $42,750 DBMF $1,750 None None DCTEB $5,500 None None DCMMM $1,000 None None DGNMA $5,500 None None DIMB $5,500 None None DMMMM $1,000 None None DMTEB $2,000 None None DMIMM $1,000 None None DNJMM $4,000 None None DNYTEB $5,500 None None DNYTEI $3,000 None None DNYTEM $2,000 None None DOMMM $1,000 None None DPMMM $1,000 None None Page B 11 (5) (3) TOTAL PENSION OR (4) COMPENSATION RETIREMENT ESTIMATED FROM FUND BENEFITS ANNUAL AND FUND (2) ACCRUED AS BENEFITS COMPLEX PAID (1) AGGREGATE PART OF EACH FROM EACH TO BOARD MEMBER NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994 MEMBER AND FUND FROM EACH FUND * EXPENSES RETIREMENT CALENDER YEAR ------------------- ------------------ ------------- -------------- ----------------- David J. Mahoney $43,000 DBMF $1,500 None None DCTEB $5,500 None None DCMMM $1,000 None None DGNMA $5,500 None None DIMB $5,500 None None DMMMM $1,000 None None DMTEB $2,000 None None DMIMM $1,000 None None DNJMM $4,000 None None DNYTEB $5,500 None None DNYTEI $3,000 None None DNYTEM $2,000 None None DOMMM $1,000 None None DPMMM $1,000 None None Burton N. Wallack $46,250 DBMF $2,000 None None DCTEB $6,500 None None DCMMM $1,000 None None DGNMA $6,500 None None DIMB $6,500 None None DMMMM $1,000 None None DMTEB $2,500 None None DMIMM $1,000 None None DNJMM $4,500 None None DNYTEB $6,500 None None DNYTEI $3,500 None None DNYTEM $2,500 None None DOMMM $1,000 None None DPMMM $1,000 None None - -------------------- * Amount does not include reimbursed expenses for attending Board meetings, which amounted to $4,364 for all Board members as a group.
Page B 12 PERTAINING TO AUDITORS DATE BOARD LAST NAME OF FUND APPROVED AUDITORS ----------------- ----------------------- DBMF July 27, 1994 DCTEB April 6, 1994 DCMMM October 1, 1994 DGNMA April 6, 1994 DIMB April 6, 1994 DMMMF January 26, 1995 DMTEB April 6, 1994 DMIMM October 19, 1994 DNJMM January 26, 1995 DNYTEB April 6, 1994 DNYTEI April 6, 1994 DNYTEM April 6, 1994 DOMMM October 19, 1994 DPMMM October 19, 1994
PERTAINING TO SHARE OWNERSHIP OF PERSONS, IF ANY, KNOWN TO OWN AT LEAST 5% OF THE FUND'S OUTSTANDING VOTING SECURITIES AS OF FEBRUARY 8, 1995 NAME OF NAME AND ADDRESS PERCENTAGE OF FUND OF STOCKHOLDER SHARES OUTSTANDING NUMBER OF SHARES --------- ----------------- -------------------- ----------------- DMIMM Florence Barron 6.40% 3,926,575.260 29260 Franklin Rd. Southfield, MI48034-1178 ENBANCO 6.30% 3,881,354.960 Empire National Bank PO Box 1350 Traverse City, MI 49685-1350
page B 13 PART III Part III sets forth the Meeting time and information relevant to the other current Board members, auditors and share ownership for Dreyfus Focus Funds, Inc. ("DFF"). * Meeting Time: 11:00 a.m. BOARD MEMBERS NAME, PRINCIPAL OCCUPATION AND BUSINESS BOARD MEMBER EXPERIENCE FOR PAST FIVE YEARS AGE SINCE - --------------------------------------- ---- ------------- EHUD HOUMINER 53 1993 Since July 1991, Professor and Executive-in-Residence at the Columbia Business School, Columbia University and, since February 1992, a Consultant to Bear, Stearns & Co. Inc., investment bankers. He was President and Chief Executive Officer of Philip Morris USA, manufacturers of consumer products, from December 1988 until September 1990. He also is a director of Avnet Inc. and a Board member of eight other funds in the Dreyfus Family of Funds. His address is Columbia Business School, Columbia University, Uris Hall, Room 526, New York, New York 10027. GLORIA MESSINGER 63 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 was Secretary of the ASCAP Foundation and served as a trustee of the Copyright Society of the United States. She is also a member of numerous professional and civic organizations. Her address is 747 Third Avenue, 11th Floor, New York, New York 10017. PERTAINING TO THE BOARD OF DFF * Number of Board, and where applicable committee, meetings held 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): $3,000/$250 Page B 14
* Compensation Table for the last fiscal year (except as otherwise noted): (5) (3) TOTAL PENSION OR (4) COMPENSATION RETIREMENT ESTIMATED FROM FUND BENEFITS ANNUAL AND FUND (2) ACCRUED AS BENEFITS COMPLEX PAID (1) AGGREGATE PART OF THE FROM THE TO BOARD MEMBER NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994 MEMBER FROM THE FUND* EXPENSES RETIREMENT CALENDER YEAR ---------------- ------------- ------------ ----------- --------------- Ehud Houminer $4,000 None None $25,701 Gloria Messinger $4,000 None None $ 3,277 John M. Fraser, Jr. $4,000 None None $46,766
P ERTAINING TO AUDITORS * Date Board last approved Auditors: September 15, 1994 PERTAINING TO SHARE OWNERSHIP OF PERSONS, IF ANY, KNOWN TO OWN AT LEAST 5% OF THE FUND'S OUTSTANDING VOTING SECURITIES AS OF FEBRUARY 8, 1995 (DFF offers four series of shares: Dreyfus Large Company Growth Portfolio ("LCGP"), Dreyfus Large Company Value Portfolio ("LCVP"), Dreyfus Small Company Growth Portfolio ("SCGP") and Dreyfus Small Company Value Portfolio ("SCVP"). NAME AND ADDRESS PERCENTAGE OF OF STOCKHOLDER SHARES OUTSTANDING NUMBER OF SHARES --------------- ------------------ -------------------- Major Trading Corporation 98.70% 406,902.219 (LCGP) 200 Park Avenue 97.80% 410,865.874 (LCVP) New York, NY10166 93.70% 404,177.546 (SCGP) 97.70% 437,032.437 (SCVP)
A stockholder who beneficially owns, directly or indirectly, more than 25% of the Fund's outstanding voting securities may be deemed a "control person" (as defined in the Act) of the Fund. Page B 15 PART IV Part IV sets forth the Meeting time and information relevant to the other current Board members, auditors and share ownership for Dreyfus Pennsylvania Intermediate Municipal Bond Fund ("DPIMB"). * Meeting time: 12:15 p.m. BOARD MEMBERS NAME, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE FOR BOARD MEMBER PAST FIVE YEARS AGE SINCE _______________- ___ _________ DIANE DUNST 54 1993 Since January 1992, President of Diane Dunst Promotion, Inc., a full service promotion agency. From January 1989 to January 1992, Director of Promotion Services, Lear's Magazine. From 1985 to January 1989, she was Sales Promotion Manager of ELLE Magazine. Her address is 1070 Park Avenue, New York, New York 10128. JAY I. MELTZER 65 1993 Physician engaged in private practice specializing in internal medicine. He also is a member of the Advisory Board of the Section of Society and Medicine, College of Physicians and Surgeons, Columbia University and a Clinical Professor of Medicine, Department of Medicine, Columbia University College of Physicians and Surgeons. His address is 903 Park Avenue, New York, New York 10021. DANIEL ROSE 64 1993 President and Chief Executive Officer of Rose Associates, Inc., a New York based real estate development and management firm. In July 1994, Mr. Rose received a Presidential appointment to serve as a director of the Baltic-American Enterprise Fund, which will provide financing and technical business assistance to new business concerns in the Baltic states. He is also Chairman of the Housing Committee of The Real Estate Board of New York, Inc. and a Trustee of Corporate Property Investors, a real estate investment company. He is also a Board member of 21 other funds in the Dreyfus Family of Funds. His address is c/o Rose Associates, Inc. 380 Madison Avenue, New York, New York 10017. page B 16 NAME, PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE FOR BOARD MEMBER PAST FIVE YEARS AGE SINCE _______________- ___ _________ WARREN B. RUDMAN 63 1993 Since January 1993, Partner in the law firm Paul, Weiss, Rifkind, Wharton & Garrison. From January 1981 to January 1993, Mr. Rudman serves as a United States Senator from the State of New Hampshire. Also, since January 1993, Mr. Rudman has served as Vice Chairman of the Federal Reserve Bank of Boston, and as a director of Chubb Corporation and of Raytheon Company. Since 1988, Mr. Rudman has served as a trustee of Boston College and since 1986 as a member of the Senior Advisory Board of the Institute of Politics of the Kennedy School of Government at Harvard University. He also serves as Deputy Chairman of the President's Foreign Intelligence Advisory Board. He is also a Board member of 17 other funds in the Dreyfus Family of Funds. His address is c/o Paul, Weiss, Rifkind, Wharton & Garrison, 1615 LStreet, N.W., Washington, D.C. 20036. SANDER VANOCUR 66 1993 Since January 1992, President of Old Owl Communications, a full-service communications firm. Since November 1989, Mr. Vanocur has served as a Director of the Damon Runyon-Walter Winchell Cancer Research Fund. Also, since January 1994, Mr. Vanocur has served as a Visiting Professional Scholar at the Freedom Forum First Amendment Center at Vanderbilt University. From June 1986 to December 1991, he was a Senior Correspondent of ABC News and, from October 1986 to December 31, 1991, he was Anchor of the ABC News program "Business World," a weekly business program on the ABCtelevision network. He is also a Board member of 21 other funds in the Dreyfus Family of Funds. His address is 2928 P Street, N.W., Washington, D.C. 20007.
Page B 17 PERTAINING TO THE BOARD OF DPIMB * Number of Board, and where applicable committee, meetings held during the last fiscal year: Six * 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): $1,000/$250 * Compensation Table for the last fiscal year (except as otherwise noted): (5) (3) TOTAL PENSION OR (4) COMPENSATION RETIREMENT ESTIMATED FROM FUND BENEFITS ANNUAL AND FUND (2) ACCRUED AS BENEFITS COMPLEX PAID (1) AGGREGATE PART OF THE FROM THE TO BOARD MEMBER NAME OF BOARD COMPENSATION FUND'S FUND UPON FOR THE 1994 MEMBER FROM THE FUND* EXPENSES RETIREMENT CALENDER YEAR --------------- --------------- ------------- ------------ --------------- David W. Burke $ 518 None None $27,898 Diane Dunst $ 2,000 None None $32,602 Rosalind Gersten Jacobs $ 829 None None $57,638 Jay I.Meltzer $ 2,000 None None $32,102 Daniel Rose $ 2,000 None None $62,006 Warren B. Rudman $ 1,750 None None $29,602 Sander Vanocur $ 2,000 None None $62,006 *Amount does not include reimbursed expenses for attending Board meetings, which amounted to $153 for all Fund Directors as a group.
PERTAINING TO AUDITORS * Date Board last approved Auditors: November 9, 1994 TO THE FUND'S KNOWLEDGE, NO PERSONS ARE KNOWN TO OWN 5% OR MORE OF THE FUND'S OUTSTANDING VOTING SECURITIES, AS OF FEBRUARY 8, 1995 Page B 18 PART V Part V 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 37 President and Chief Operating Officer of the Distributor President and and an officer of other investment companies advised or Treasurer administered by Dreyfus. From December 1991 to July 1994, she was President and Chief Compliance Officer of Funds Distributor, Inc., a wholly-owned subsidiary of The Boston Company, 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 30 Senior Vice President and General Counsel of the Distributor Vice President and and an officer of other investment companies advised or Secretary 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, and prior to August 1990, he was employed as an Associate at Sidley & Austin. FREDERICK C. DEY 33 Senior Vice President of the Distributor and an officer of Vice President and other investment companies advised or administered by Dreyfus. Assistant Treasurer From 1988 to August 1994, he was Manager of the High Performance Fabric Division of Springs Industries Inc. ERIC B. FISCHMAN 30 Associate General Counsel of the Distributor and an officer of Vice President and other investment companies advised or administered by Assistant Secretary Dreyfus. From September 1992 to August 1994, he was an attorney with the Board of Governors of the Federal Reserve System. JOSEPH S. TOWER, III 32 Senior Vice President, Treasurer and Chief Financial Officer of Assistant Treasurer 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 59 Vice President of the Distributor and an officer of other Assistant Treasurer 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. Page B 19 NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS - ---------------- ------ -------------------------------- PAUL FURCINITO 28 Assistant Vice President of the Distributor and an officer of Assistant Secretary other investment companies advised or administered by Dreyfus. From January 1992 to July 1994, he was a Senior Legal Product Manager and, from January 1990 to January 1992, a mutual fund accountant, for The Boston Company Advisors, Inc. RUTH D. LEIBERT 50 Assistant Vice President of the Distributor and an officer of Assistant Secretary other investment companies advised or administered by Dreyfus. From March 1992 to July 1994, she was a Compliance Officer for The Managers Funds, a registered investment company. From March 1990 until September 1991, she was Development Director of The Rockland Center for the Arts and, prior thereto, was employed as a Research Assistant for the Bureau of National Affairs. 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 February 8, 1995 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 -------------- --------------------- --------------------------- DBMF Joseph S. DiMartino 302,375.880 (DBMMMP)* Ehud Houminer 50,182.310 (DBMMMP)* John J. Pyburn 414,726.290 (DBMMMP)* DCV Richard C. Leone 3,934.311 John J. Pyburn 382.178 Robert B. Rivel 2,747.826 DFF Gloria Messinger 992.638 (LCGP) 1,011.786 (LCVP) 1,000.043 (SCGP) 1,037.898 (SCVP) DGNMA Robert B. Rivel 925.973 DMMMF Arnold S. Hiatt 680,639.370 DMBF Richard C. Leone 5,852.789 Hans C. Mautner 88,767.961
- --------------- * Dreyfus BASIC Municipal Money Market Portfolio ("DBMMMP") is a series of DBMF. page B 20 NAME OF OFFICER OR NUMBER NAME OF FUND BOARD MEMBER/NOMINEE OF SHARES -------------- ------------------------- ------------ DMMM Rosalind Gersten Jacobs 156,069.940 Richard C. Leone 10,086.050 Robert B. Rivel 40,475.530 DNL Richard C. Leone 867.684 John J. Pyburn 181.318 Robert B. Rivel 652.609 DNYTEM John M. Fraser, Jr. 64,236.830 DOMMM John J. Pyburn 48,831.430
SAMPLE PROXY CARD PRELIMINARY COPY IMPORTANT ---------- PLEASE ACT PROMPTLY SIGN, DATE AND MAIL YOUR PROXY CARD(S) TODAY. No matter how many shares you own, your vote is important. Voting can also help your fund save money. To hold the meeting, a quorum must be represented. Voting today can save your fund the expense of another solicitation for proxies required to achieve a quorum. FOR DREYFUS SHAREHOLDERS WITH MULTIPLE ACCOUNTS: For your convenience, and to reduce the Fund's mailing expenses, we have enclosed one proxy card for each of the Dreyfus accounts in your household that have the same taxpayer identification number (i.e. social security), the same zip code and the same type of account. The proxy cards for accounts with different taxpayer identification numbers have been sent under separate cover. These are not duplicates; you should sign and return each proxy card in order for your votes to be counted. DREYFUS FOCUS FUNDS, INC. The undersigned stockholder of the above referenced fund hereby appoints Steven F. Newman and John B. Hammalian 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 the above referenced fund standing in the name of the undersigned at the close of business on February 24, 1995, 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 11:00 a.m. on Friday, March 31, 1995, 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. SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE Dated___________________, 1995 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. ________________________________ Signature(s) THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSALS BELOW UNLESS OTHERWISE INDICATED. PLEASE MARK BOXES IN BLUE OR BLACK INK DO NOT USE RED INK. 1. Election of Additional Board Members. Nominees are: Joseph S. DiMartino and John M. Fraser, Jr. / / FOR all Nominees / / WITHHOLD authority only for those Nominee(s) whose name(s) I have written below / / WITHHOLD authority for ALL Nominees ______________________________________ 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. (Continued and to be signed on other side) -----END PRIVACY-ENHANCED MESSAGE-----