Registration No. 333-______
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
|_| Pre-Effective Amendment No. |_| Post-Effective Amendment No.
(Check appropriate box or boxes)
200 Park Avenue, New York, New York 10166
Street, City, State, Zip Code)
(Name and Address of Agent for Service)
Mark N. Jacobs, Esq.
c/o The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Copy to:
David Stephens, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement is declared effective.
It is proposed that this filing will become effective on December 22, 2006 pursuant to Rule 488.
An indefinite number of Registrant's shares of common stock, par value $0.001 per share, has been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940. Accordingly, no filing fee is being paid at this time.
DREYFUS PREMIER STATE MUNICIPAL BOND FUND
Form N-14
Cross Reference Sheet
Pursuant to Rule 481(a) Under the Securities Act of 1933
FORM N-14 ITEM NO. | PROSPECTUS/PROXY STATEMENT CAPTION |
Part A |
Item 1. | Beginning of Registration Statement and Outside Front Cover Page of Prospectus | Cover Page |
Item 2. | Beginning and Outside Back Cover Page of Prospectus | Cover Page |
Item 3. | Synopsis Information and Risk Factors | Summary |
Item 4. | Information About the Reorganization | Letter to Shareholders; Questions and Answers; Summary; Reasons for the Reorganization; Information About the Reorganization |
Item 5. | Information About the Registrant | Letter to Shareholders; Questions and Answers; Summary; Reasons for the Reorganization; Information About the Reorganization; Additional Information About the Acquiring Fund and the Fund |
Item 6. | Information About the Fund Being Acquired | Letter to Shareholders; Questions and Answers; Summary; Reasons for the Reorganization; Information About the Reorganization; Additional Information About the Acquiring Fund and the Fund |
Item 7. | Voting Information | Letter to Shareholders; Questions and Answers; Cover Page; Voting Information |
Item 8. | Interest of Certain Persons and Experts | Not Applicable |
Item 9. | Additional Information Required for Reoffering by Persons Deemed to be Underwriters | Not Applicable |
PART B | STATEMENT OF ADDITIONAL INFORMATION CAPTION |
Item 10. | Cover Page | Cover Page |
Item 11. | Table of Contents | Not Applicable |
Item 12. | Additional Information About the Registrant | Statement of Additional Information of Registrant, dated September 1, 2006(1) |
Item 13. | Additional Information About the Fund Being Acquired | Statement of Additional Information of Dreyfus Connecticut Intermediate Municipal Bond Fund, dated August 1, 2006(2); Statement of Additional Information of Dreyfus Massachusetts Intermediate Municipal Bond Fund, dated August 1, 2006(3) |
Item 14. | Financial Statements | Annual Report of Dreyfus Connecticut Intermediate Municipal Bond Fund, dated March 31, 2006(4); Annual Report of Dreyfus Massachusetts Intermediate Municipal Bond Fund, dated March 31, 2006(5); Annual Reports of Connecticut Series and Massachusetts Series, each a series of the Registrant, dated April 30, 2006(6) |
PART C |
Item 15. | Indemnification |
Item 16. | Exhibits |
Item 17. | Undertakings |
_________________
(1) | Incorporated herein by reference to Post-Effective Amendment No. 42 to the Registrant’s Registration Statement on Form N-1A, filed August 28, 2006 (File No. 33-10238). |
(2) | Incorporated herein by reference to Post-Effective Amendment No. 18 to the Registration Statement on Form N-1A of Dreyfus Connecticut Intermediate Municipal Bond Fund, filed July 27, 2006 (File No. 33-47489). |
(3) | Incorporated herein by reference to Post-Effective Amendment No. 18 to the Registration Statement on Form N-1A of Dreyfus Massachusetts Intermediate Municipal Bond Fund, filed July 27, 2006 (File No. 33-47346). |
(4) | Incorporated herein by reference to Dreyfus Connecticut Intermediate Municipal Bond Fund’s Annual Report, filed May 26, 2006 (File No. 811-6642). |
(5) | Incorporated herein by reference to Dreyfus Massachusetts Intermediate Municipal Bond Fund’s Annual Report, filed May 26, 2006 (File No. 811-6644). |
(6) | Incorporated herein by reference to Connecticut Series’ and Massachusetts Series’ Annual Reports, filed June 30, 2006 (File No. 811-4906). |
DREYFUS CONNECTICUT INTERMEDIATE MUNICIPAL BOND FUND
c/o The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Shareholder:
As a shareholder of Dreyfus Connecticut Intermediate Municipal Bond Fund (the "Fund"), you are being asked to vote on an Agreement and Plan of Reorganization to allow the Fund to transfer all of its assets in a tax-free reorganization to the Connecticut Series (the "Acquiring Fund") of Dreyfus Premier State Municipal Bond Fund , in exchange for Class Z shares of the Acquiring Fund and the assumption by the Acquiring Fund of the Fund's stated liabilities. The Acquiring Fund, like the Fund, normally invests substantially all of its assets in municipal bonds that provide income exempt from federal and Connecticut state personal income taxes. The Acquiring Fund has more assets and a better performance record than the Fund. In addition, the Acquiring Fund's Class Z shares are expected to have a lower total expense ratio than the Fund. The Dreyfus Corporation ("Dreyfus") is the investment adviser to the Acquiring Fund and the Fund.
If the Agreement and Plan of Reorganization is approved and consummated for the Fund, you would no longer be a shareholder of the Fund, but would become a shareholder of the Acquiring Fund, which has a substantially similar investment objective and investment management policies as the Fund.
Management of Dreyfus has reviewed the funds in the Dreyfus Family of Funds and has concluded that it would be appropriate to consolidate certain funds having similar investment objectives and management policies. As a result of the review, management recommended that the Fund be consolidated with the Acquiring Fund. Management believes that the reorganization should enable Fund shareholders to benefit from more efficient portfolio management and will eliminate the duplication of resources and costs associated with marketing and servicing the funds as separate entities.
After careful review, the Fund's Board of Trustees has unanimously approved the proposed reorganization. The Trustees believe that the reorganization will permit Fund shareholders to pursue the same investment goals in a larger fund with a better performance record. The Board of Trustees recommends that you read the enclosed materials carefully and then vote FOR the proposal.
Your vote is extremely important, no matter how large or small your Fund holdings.
To vote, you may use any of the following methods:
• | By Mail. Please complete, date and sign the enclosed proxy card and mail it in the enclosed, postage-paid envelope. |
• | By Internet. Have your proxy card available. Go to the website listed on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website. |
• | By Telephone. Have your proxy card available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions. |
• | In Person. Any shareholder who attends the meeting in person may vote by ballot at the meeting. |
Further information about the proposed reorganization is contained in the enclosed materials, which you should review carefully before you vote. If you have any questions after considering the enclosed materials, please call 1-800-645-6561.
Sincerely, Stephen E. Canter President |
December __, 2006
TRANSFER OF THE ASSETS OF
DREYFUS CONNECTICUT INTERMEDIATE MUNICIPAL BOND FUND
TO AND IN EXCHANGE FOR CLASS Z SHARES OF
THE CONNECTICUT SERIES OF
DREYFUS PREMIER STATE MUNICIPAL BOND FUND
QUESTIONS AND ANSWERS
The enclosed materials include a Prospectus/Proxy Statement containing information you need to make an informed decision. However, we thought it also would be helpful to begin by answering some of the important questions you might have about the proposed reorganization.
WHAT WILL HAPPEN TO MY DREYFUS CONNECTICUT INTERMEDIATE MUNICIPAL BOND FUND INVESTMENT IF THE PROPOSED REORGANIZATION IS APPROVED?
You will become a shareholder of the Connecticut Series (the "Acquiring Fund") of Dreyfus Premier State Municipal Bond Fund , an open-end investment company managed by The Dreyfus Corporation ("Dreyfus"), on or about March 6, 2007 (the "Closing Date"), and will no longer be a shareholder of Dreyfus Connecticut Intermediate Municipal Bond Fund (the "Fund"). You will receive Class Z shares of the Acquiring Fund with a value equal to the value of your investment in the Fund as of the Closing Date. The Fund will then cease operations.
WHAT ARE THE BENEFITS OF THE PROPOSED REORGANIZATION FOR ME?
The Fund's Board believes that the reorganization will permit Fund shareholders to pursue the same investment goals in a larger fund that also is managed by Dreyfus. By combining the Fund with the Acquiring Fund, which has more assets than the Fund, Fund shareholders should benefit from more efficient portfolio management. In addition, the Acquiring Fund has a better performance record, and the Acquiring Fund's Class Z shares are expected to have a lower total expense ratio, than the Fund. The reorganization also will eliminate the duplication of resources and costs associated with marketing and servicing the funds as separate entities. Other potential benefits are described in the enclosed Prospectus/Proxy Statement.
DO THE FUNDS HAVE SIMILAR INVESTMENT GOALS AND STRATEGIES?
Yes. The Acquiring Fund and the Fund have substantially similar investment objectives and investment management policies. The Acquiring Fund seeks to maximize current income exempt from federal and Connecticut state income taxes, without undue risk. The Fund seeks as high a level of current income exempt from federal and Connecticut state income taxes as is consistent with the preservation of capital. To pursue its goal, each fund normally invests substantially all of its assets in municipal bonds that provide income exempt from federal and Connecticut state personal income taxes. The Acquiring Fund invests at least 70% of its assets in municipal bonds rated investment grade or the unrated equivalent as determined by Dreyfus, and may invest up to 30% of its assets in municipal bonds rated below investment grade ("high yield" or "junk" bonds) or the unrated equivalent as determined by Dreyfus. The Fund invests at least 80% of its assets in municipal bonds rated investment grade or the unrated equivalent as determined by Dreyfus, and may invest up to 20% of its assets in municipal bonds rated below investment grade ("high yield" or "junk" bonds) or the unrated equivalent as determined by Dreyfus. The dollar-weighted average maturity of the Acquiring Fund's portfolio normally exceeds ten years, but the Acquiring Fund may invest without regard to maturity. The Fund is required to generally maintain a dollar-weighted average portfolio maturity between three and ten years. As of August 28, 2006, the dollar-weighted average maturity of the Acquiring Fund's portfolio and the Fund's portfolio was 14.81 years and 7.89 years, respectively. The average duration of the Acquiring Fund's portfolio and the Fund's portfolio as of such date, however, was 4.64 years and 4.39 years, respectively. The portfolio managers of the Fund and the Acquiring Fund and management believe that, because of prevalent market conditions, the characteristics of the funds' portfolios are not significantly different, notwithstanding the differences in the average maturity of the Acquiring Fund's and the Fund's respective portfolios. Dreyfus is the investment adviser to the Fund and the Acquiring Fund and provides day-to-day management of each fund's investments. Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, distributes each fund's shares. For additional information regarding the Fund and the Acquiring Fund, please refer to the enclosed Prospectus/Proxy Statement.
WHAT ARE THE TAX CONSEQUENCES OF THE PROPOSED REORGANIZATION?
The reorganization will not be a taxable event for federal income tax purposes. Shareholders will not recognize any capital gain or loss as a direct result of the reorganization. A shareholder's tax basis in Fund shares will carry over to the shareholder's Acquiring Fund shares. The Fund will distribute any undistributed net investment income and net realized capital gains prior to the reorganization, which distribution would be taxable to shareholders.
WILL I ENJOY THE SAME PRIVILEGES AS A SHAREHOLDER OF THE ACQUIRING FUND THAT I CURRENTLY HAVE AS A SHAREHOLDER OF THE FUND?
Yes. You will continue to enjoy the same shareholder privileges such as the Fund Exchanges service, Dreyfus TeleTransfer Privilege, Dreyfus-Automatic Asset Builder®, Dreyfus Payroll Savings Plan, Dreyfus Government Direct Deposit Privilege, Dreyfus Dividend Options, Dreyfus Auto-Exchange Privilege and Dreyfus Automatic Withdrawal Plan. You also will have the ability to continue to write redemption checks against your account through the Checkwriting privilege. You also may continue to purchase and sell shares of the Acquiring Fund online through www.dreyfus.com.
WILL THE PROPOSED REORGANIZATION RESULT IN A HIGHER MANAGEMENT FEE OR HIGHER FUND EXPENSES?
No. Under its agreement with Dreyfus, the Acquiring Fund pays Dreyfus a management fee at the annual rate of 0.55% of the value of the Acquiring Fund's average daily net assets and the Fund pays Dreyfus a management fee at the annual rate of 0.60% of the value of the Fund's average daily net assets. In addition, it currently is anticipated that Class Z shares of the Acquiring Fund will have a lower total expense ratio than the Fund based on expenses of the funds as of July 31, 2006 and the estimated expenses for the Acquiring Fund's Class Z shares if the reorganization is consummated.
WHO WILL PAY THE EXPENSES OF THE PROPOSED REORGANIZATION?
Dreyfus, and not the Fund or the Acquiring Fund, will pay the expenses directly related to the proposed reorganization.
HOW DOES THE BOARD OF TRUSTEES OF THE FUND RECOMMEND I VOTE?
The Fund's Board of Trustees has determined that reorganizing the Fund into the Acquiring Fund, which is managed by Dreyfus and has a substantially similar investment objective and investment management policies as the Fund, offers potential benefits to shareholders of the Fund. These potential benefits include permitting Fund shareholders to pursue the same investment goals in a larger fund with a better performance record. By combining the Fund with the Acquiring Fund, shareholders of the Fund also should benefit from more efficient portfolio management.
The Fund's Board of Trustees believes that the reorganization is in the best interests of the Fund and its shareholders. Therefore, the Trustees recommend that you vote FOR the reorganization.
HOW CAN I VOTE MY SHARES?
You can vote in any one of the following ways:
• | By mail, with the enclosed proxy card and postage-paid envelope; |
• | By telephone, with a toll-free call to the number listed on your proxy card; |
• | Through the Internet, at the website address listed on your proxy card; or |
• | In person at the meeting. |
We encourage you to vote through the Internet or by telephone using the number that appears on your proxy card. Whichever voting method you choose, please take the time to read the Prospectus/Proxy Statement before you vote.
Please note: if you sign and date your proxy card, but do not provide voting instructions, your shares will be voted FOR the proposal. Thank you in advance for your vote.
DREYFUS CONNECTICUT INTERMEDIATE MUNICIPAL BOND FUND
__________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
___________________________
To the Shareholders:
A Special Meeting of Shareholders of Dreyfus Connecticut Intermediate Municipal Bond Fund (the "Fund") will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Thursday, March 1, 2007, at 11:30 a.m., for the following purposes:
1. | To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of the Fund to the Connecticut Series (the "Acquiring Fund") of Dreyfus Premier State Municipal Bond Fund, in exchange for Class Z shares of the Acquiring Fund having an aggregate net asset value equal to the value of the Fund's net assets and the assumption by the Acquiring Fund of the Fund's stated liabilities (the "Reorganization"). Class Z shares of the Acquiring Fund received by the Fund in the Reorganization will be distributed by the Fund to its shareholders in liquidation of the Fund, after which the Fund will cease operations; and |
2. | To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof. |
Shareholders of record at the close of business on December 15, 2006 will be entitled to receive notice of and to vote at the meeting.
By Order of the Board of Trustees Michael A. Rosenberg Secretary |
New York, New York
December __, 2006
WE NEED YOUR PROXY VOTE A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, THE MEETING OF SHAREHOLDERS WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM OF FUND SHARES ELIGIBLE TO VOTE IS REPRESENTED. IN THAT EVENT, THE FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD OR OTHERWISE VOTE PROMPTLY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION. |
Transfer of the Assets of
DREYFUS CONNECTICUT INTERMEDIATE MUNICIPAL BOND FUND
To and in Exchange for Class Z Shares of
THE CONNECTICUT SERIES OF
DREYFUS PREMIER STATE MUNICIPAL BOND FUND
_______________________________________
PROSPECTUS/PROXY STATEMENT
December __, 2006
_______________________________________
Special Meeting of Shareholders
To Be Held on Thursday, March 1, 2007
This Prospectus/Proxy Statement is furnished in connection with a solicitation of proxies by the Board of Trustees of Dreyfus Connecticut Intermediate Municipal Bond Fund (the "Fund") to be used at the Special Meeting of Shareholders (the "Meeting") of the Fund to be held on Thursday, March 1, 2007, at 11:30 a.m., at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 7th Floor, New York, New York 10166, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. Shareholders of record at the close of business on December 15, 2006 are entitled to receive notice of and to vote at the Meeting.
It is proposed that the Fund transfer all of its assets to the Connecticut Series (the "Acquiring Fund") of Dreyfus Premier State Municipal Bond Fund (the "Trust"), in exchange for Class Z shares of the Acquiring Fund and the assumption by the Acquiring Fund of the Fund's stated liabilities, all as more fully described in this Prospectus/Proxy Statement (the "Reorganization"). Upon consummation of the Reorganization, the Acquiring Fund Class Z shares received by the Fund will be distributed to Fund shareholders, with each shareholder receiving a pro rata distribution of the Acquiring Fund's Class Z shares (or fractions thereof) for Fund shares held prior to the Reorganization. It is contemplated that each shareholder will receive for his or her Fund shares a number of Class Z shares (or fractions thereof) of the Acquiring Fund equal in value to the aggregate net asset value of the shareholder's Fund shares as of the date of the Reorganization.
This Prospectus/Proxy Statement, which should be retained for future reference, concisely sets forth information about the Acquiring Fund that Fund shareholders should know before voting on the proposal or investing in the Acquiring Fund.
A Statement of Additional Information ("SAI") dated December __, 2006, relating to this Prospectus/Proxy Statement, has been filed with the Securities and Exchange Commission (the "Commission") and is incorporated by reference in its entirety. The Commission maintains a website (http://www.sec.gov) that contains the SAI, material incorporated in this Prospectus/Proxy Statement by reference, and other information regarding the Acquiring Fund and the Fund. A copy of the SAI is available without charge by calling 1-800-554-4611, or writing to the Acquiring Fund at its offices at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
Shares of the Acquiring Fund and the Fund are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Investing in the Acquiring Fund, as in the Fund, involves certain risks, including the possible loss of principal.
The Securities and Exchange Commission has not approved or disapproved the Acquiring Fund's shares or passed upon the adequacy of this Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.
The Fund and the Acquiring Fund are open-end management investment companies advised by Dreyfus. The funds have substantially similar investment objectives and investment management policies. The Fund and the Acquiring Fund each normally invest substantially all of their respective assets in municipal bonds that provide income exempt from federal and Connecticut state personal income taxes. The Acquiring Fund intends to issue Class Z shares only if the Reorganization is approved by Fund shareholders and consummated. The Acquiring Fund is a series of the Trust. A comparison of the Fund and the Acquiring Fund is set forth in this Prospectus/Proxy Statement.
The Acquiring Fund's Prospectus for Class Z dated December __, 2006, Annual Report for its fiscal year ended April 30, 2006 (including its audited financial statements for the fiscal year) and Semi-Annual Report for the six-month period ended October 31, 2006 accompany this Prospectus/Proxy Statement. The Acquiring Fund's Prospectus and the financial statements contained in its Annual Report are incorporated into this Prospectus/Proxy Statement by reference. For a free copy of the Fund's most-recent Prospectus, its Annual Report for the fiscal year ended March 31, 2006 and Semi-Annual Report for the six-month period ended September 30, 2006, please call 1-800-645-6561, visit www.dreyfus.com, or write to the Fund at its offices located at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
Shareholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held. Fund shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. If the enclosed proxy card is executed and returned, it nevertheless may be revoked by giving another proxy before the Meeting. Also, any shareholder who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy previously given. If you sign and date your proxy card, but do not provide voting instructions, your shares will be voted FOR the proposal.
As of October 31, 2006, there were 9,572,502 Fund shares issued and outstanding.
Proxy materials will be mailed to shareholders of record on or about December __, 2006.
TABLE OF CONTENTS
Summary Reasons for the Reorganization Information about the Reorganization Additional Information about the Acquiring Fund and the Fund Voting Information Financial Statements and Experts Other Matters Notice To Banks, Broker/Dealers and Voting Trustees and Their Nominees Exhibit A: Agreement and Plan of Reorganization Exhibit B: Description of the Trust's Board Members | A-1 B-1 |
APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION PROVIDING
FOR THE TRANSFER OF ALL OF THE ASSETS OF THE FUND TO THE
ACQUIRING FUND
SUMMARY
This Summary is qualified by reference to the more complete information contained elsewhere in this Prospectus/Proxy Statement, the Acquiring Fund's Prospectus, the Fund's Prospectus and the Agreement and Plan of Reorganization (the "Plan") attached to this Prospectus/Proxy Statement as Exhibit A.
Proposed Transaction. The Fund's Board, including the Board members who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund or the Acquiring Fund, has unanimously approved the Plan for the Fund. The Plan provides that, subject to the requisite approval of the Fund's shareholders, on the date of the Reorganization the Fund will assign, transfer and convey to the Acquiring Fund all of the assets of the Fund, including all securities and cash, in exchange for Class Z shares of the Acquiring Fund having an aggregate net asset value equal to the value of the Fund's net assets, and the Acquiring Fund will assume the Fund's stated liabilities. The Fund will distribute all Acquiring Fund Class Z shares received by it among its shareholders so that each Fund shareholder will receive a pro rata distribution of the Acquiring Fund's Class Z shares (or fractions thereof) having an aggregate net asset value equal to the aggregate net asset value of the shareholder's Fund shares as of the date of the Reorganization. Thereafter, the Fund will cease operations and will be terminated.
As a result of the Reorganization, each Fund shareholder will cease to be a shareholder of the Fund and will become a shareholder of the Acquiring Fund as of the close of business on the date of the Reorganization.
The Fund's Board has unanimously concluded that the Reorganization is in the best interests of the Fund and its shareholders and the interests of the Fund's existing shareholders will not be diluted as a result of the transactions contemplated thereby. See "Reasons for the Reorganization."
Tax Consequences. As a condition to the closing of the Reorganization, the Fund and the Acquiring Fund will receive an opinion of counsel to the effect that, for federal income tax purposes, the Reorganization will qualify as a tax-free reorganization and, thus, no gain or loss will be recognized by the Fund, the Fund's shareholders, or the Acquiring Fund as a result of the Reorganization. Certain tax attributes of the Fund will carry over to the Acquiring Fund; however, the ability of the Acquiring Fund to utilize the Fund's capital loss carryforwards will be subject to limitations. See "Information about the Reorganization—Federal Income Tax Consequences."
Comparison of the Fund and the Acquiring Fund. The following discussion is primarily a summary of certain parts of the Fund's Prospectus and the Acquiring Fund's Prospectus. Information contained in this Prospectus/Proxy Statement is qualified by the more complete information set forth in such Prospectuses, which are incorporated herein by reference.
Goal/Approach. The Acquiring Fund has a substantially similar investment objective and investment management policies as the Fund. The Fund seeks as high a level of current income exempt from federal and Connecticut state income taxes as is consistent with the preservation of capital. The Acquiring Fund seeks to maximize current income exempt from federal and Connecticut state income taxes, without undue risk. To pursue its goal, each fund normally invests substantially all of its assets in municipal bonds that provide income exempt from federal and Connecticut state personal income taxes.
The Acquiring Fund invests at least 70% of its assets in municipal bonds rated investment grade or the unrated equivalent as determined by Dreyfus. For additional yield, the Acquiring Fund may invest up to 30% of its assets in municipal bonds rated below investment grade ("high yield" or "junk" bonds) or the unrated equivalent as determined by Dreyfus. The Fund invests at least 80% of its assets in municipal bonds rated investment grade or the unrated equivalent as determined by Dreyfus, and may invest up to 20% of its assets in municipal bonds rated below investment grade ("high yield" or "junk" bonds) or the unrated equivalent as determined by Dreyfus.
The dollar-weighted average maturity of the Acquiring Fund's portfolio normally exceeds ten years, but the Acquiring Fund may invest without regard to maturity. The Fund is required to generally maintain a dollar-weighted average portfolio maturity between three and ten years. As of August 28, 2006, the dollar-weighted average maturity of the Acquiring Fund's portfolio and the Fund's portfolio was 14.81 years and 7.89 years, respectively. The average duration of the Acquiring Fund's portfolio and the Fund's portfolio as of such date, however, was 4.64 years and 4.39 years, respectively. Duration is a measure of how sensitive a fund's portfolio may be to changes in interest rates — generally, the longer a fund's duration, the more likely its portfolio is to react to interest rate fluctuations and the greater its long-term risk/return potential. The portfolio managers of the Fund and the Acquiring Fund and management believe that, because of prevalent market conditions, the characteristics of the funds' portfolios are not significantly different notwithstanding the differences in the average maturity of the Acquiring Fund's and the Fund's respective portfolios.
Although each fund seeks to provide income exempt from federal and Connecticut state income taxes, interest from some fund holdings may be subject to the federal alternative minimum tax. In addition, each fund temporarily may invest in taxable bonds and municipal bonds that pay income exempt only from federal income tax.
For each fund, the portfolio manager may buy and sell municipal bonds based on credit quality, market outlook and yield potential. In selecting municipal bonds for investment, the portfolio manager may assess the current interest rate environment and the municipal bond's potential volatility in different rate environments. The portfolio manager for each fund focuses on municipal bonds with the potential to offer attractive current income, typically looking for municipal bonds that can provide consistently attractive current yields or that are trading at competitive market prices. A portion of each fund's assets may be allocated to "discount" bonds, which are municipal bonds that sell at a price below their face value, or to "premium" bonds, which are municipal bonds that sell at a price above their face value. The allocation to either discount municipal bonds or to premium municipal bonds will change along with the portfolio manager's changing views of the current interest rate and market environment. The portfolio manager also may look to select municipal bonds that are most likely to obtain attractive prices when sold.
The Fund and the Acquiring Fund may, but are not required to, use derivatives, such as futures and options and, with respect to the Fund, swap agreements, as a substitute for taking a position in an underlying asset, to increase returns, to manage credit or interest rate risk, or as part of a hedging strategy. Each of the Fund and the Acquiring Fund also may buy securities that pay interest at rates that float inversely with changes in prevailing interest rates and may make forward commitments in which the relevant fund agrees to buy or sell a security in the future at a price agreed upon today.
Each fund may lend its portfolio securities to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. Loans of portfolio securities may not exceed 33-1/3% of the value of the fund's total assets.
For more information on either the Fund's or the Acquiring Fund's management policies, see "Goal/Approach" in the relevant Prospectus and "Description of the Fund" and "Description of the Fund and Series" in the Statement of Additional Information of the Fund and the Acquiring Fund, respectively.
Main Risks. The principal risks associated with an investment in the Fund and the Acquiring Fund are similar. These risks are discussed below. As a result, the value of your investment in the Acquiring Fund, as in the Fund, will fluctuate, which means you could lose money.
• | Interest rate risk. Prices of municipal bonds tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect bond prices and, accordingly, the fund's share price. The longer the effective maturity and duration of the fund's portfolio, the more the fund's share price is likely to react to interest rates. |
• | Call risk. Some municipal bonds give the issuer the option to call, or redeem, the bonds before their maturity date. If an issuer "calls" its bond during a time of declining interest rates, the relevant fund might have to reinvest the proceeds in an investment offering a lower yield. During periods of market illiquidity or rising interest rates, prices of a fund's "callable" issues are subject to increased price fluctuation. |
• | Credit risk. Failure of an issuer to make timely interest or principal payments, or a decline or perception of a decline in the credit quality of a municipal bond, can cause the bond's price to fall, potentially lowering the Fund's or the Acquiring Fund's share price. Although each fund invests primarily in investment grade bonds, the Acquiring Fund may invest up to 30% and the Fund may invest up to 20% of their respective assets in high yield bonds, which involve greater credit risk, including the risk of default, than investment grade bonds, and are considered predominantly speculative with respect to the issuer's continuing ability to make principal and interest payments. The prices of high yield bonds can fall dramatically in response to bad news about the issuer or its industry, or the economy in general. |
• | Liquidity risk. The secondary market for certain municipal bonds tends to be less well developed or liquid than many other securities markets, which may adversely affect the fund's ability to sell such municipal bonds at attractive prices. When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities at or near their perceived value. In such a market, the value of such securities and the fund's share price may fall dramatically. |
• | State-specific risk. Each fund is subject to the risk that Connecticut's economy, and the revenues underlying its municipal bonds, may decline. Investing primarily in a single state makes each fund more sensitive to risks specific to the state and may magnify other risks. |
• | Market sector risk. Each fund's overall risk level will depend on the market sectors in which the fund is invested and the current interest rate, liquidity and credit quality of such sectors. Each fund may significantly overweight or underweight certain industries or market sectors, which may cause such fund's performance to be more or less sensitive to developments affecting those industries or sectors. |
• | Tax risk. To be tax-exempt, municipal bonds generally must meet certain regulatory requirements. Although each fund will invest in municipal bonds that pay interest that is exempt, in the opinion of counsel to the issuer (or on the basis of other authority believed by Dreyfus to be reliable), from federal income tax, if any such municipal bond fails to meet these regulatory requirements, the interest received by the fund from its investment in such bonds and distributed to fund shareholders will be taxable. |
• | Leveraging risk. The use of leverage, such as lending portfolio securities, engaging in forward commitment transactions and investing in inverse floating rate securities, may cause taxable income and may magnify the fund's gains or losses. |
• | Derivatives risk. Each fund may use derivative instruments, such as options, futures and options on futures (including those relating to securities, indexes and interest rates), inverse floaters and, with respect to the Fund, swap agreements. Certain derivatives may cause taxable income. A small investment in derivatives could have a potentially large impact on a fund's performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets. Derivatives can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by the Fund or the Acquiring Fund will not correlate with the underlying instruments or such fund's other investments. Derivative instruments also involve the risk that a loss may be sustained as a result of the failure of the counterparty to the derivative instruments to make required payments or otherwise comply with the derivative instruments' terms. |
• | Non-diversification risk. Each fund is non-diversified, which means that a relatively high percentage of the fund's assets may be invested in a limited number of issuers. Therefore, the Fund's and the Acquiring Fund's performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund. |
The Fund and the Acquiring Fund may lend their respective portfolio securities to brokers, dealers and other financial institutions. In connection with such loans, the fund will receive collateral from the borrower equal to at least 100% of the value of the loaned securities. Should the borrower of the securities fail financially, the fund may experience delays in recovering the loaned securities or exercising its rights in the collateral.
Under adverse market conditions, the Fund and the Acquiring Fund each could invest some or all of its respective assets in U.S. Treasury securities and money market securities. Although the Fund or the Acquiring Fund would do this for temporary defensive purposes, this strategy could reduce the benefit from any upswing in the market. To the extent the Fund or the Acquiring Fund invests defensively in these securities, it might not achieve its investment objective. Each fund also may purchase money market instruments when it has cash reserves or in anticipation of taking a market position.
See "Main Risks" in the relevant Prospectus and "Description of the Fund" and "Description of the Fund and Series" in the Statement of Additional Information of the Fund and the Acquiring Fund, respectively, for a more complete description of investment risks.
Redemption Fee. Fund shares and Class Z shares of the Acquiring Fund are each subject to a 1.00% redemption fee on redemptions or exchanges of shares owned for less than 30 days.
Fees and Expenses. The fees and expenses set forth below are based on net assets and accruals of the Fund and the Acquiring Fund, respectively, as of July 31, 2006. The "Pro Forma After Reorganization" operating expenses information is based on the net assets and fund accruals of the Fund and the Acquiring Fund as of July 31, 2006, as adjusted showing the effect of the Reorganization had it occurred on such date. Under its agreement with Dreyfus, the Acquiring Fund pays Dreyfus a management fee at the annual rate of 0.55% of the value of the Acquiring Fund's average daily net assets and the Fund pays Dreyfus a management fee at the annual rate of 0.60% of the value of the Fund's average daily net assets. In addition, it currently is anticipated that Class Z shares of the Acquiring Fund will have a lower total expense ratio than the Fund based on expenses of the funds as of July 31, 2006 and the estimated expenses for the Acquiring Fund's Class Z shares if the Reorganization is consummated. With respect to the Fund, Dreyfus has voluntarily agreed to waive a portion of its management fee and/or reimburse the Fund to the extent the Fund's total annual operating expenses exceed 0.80% of the Fund's average daily net assets. This voluntary undertaking may be terminated at any time. Shares of the Fund and Class Z shares of the Acquiring Fund are not subject to any sales charges. Annual fund operating expenses are paid out of fund assets, so their effect is reflected in the share prices.
Annual Fund Operating Expenses
(expenses paid from fund assets)
(percentage of average daily net assets):
Fund | Acquiring Fund Class Z | Pro Forma After Reorganization Acquiring Fund Class Z | |
---|---|---|---|
Management fees | .60% | .55% | .55% |
Rule 12b-1 fee | none | none | none |
Shareholder services fee | .05% | .05% | .05% |
Other expenses | .14% | .08%* | .08%* |
Total | .79% | .68% | .68% |
__________________
* "Other expenses" are estimated for Class Z shares of the Acquiring Fund.
Expense example
1 Year | 3 Years | 5 Years | 10 Years | |
---|---|---|---|---|
Fund shares | $81 | $252 | $439 | $978 |
Acquiring Fund Class Z shares | $69 | $218 | $379 | $847 |
Pro Forma-After Reorganization | $69 | $218 | $379 | $847 |
Acquiring Fund Class Z shares |
This example shows what you could pay in expenses over time. It uses the same hypothetical conditions other funds use in their prospectuses: $10,000 initial investment, 5% total return each year and no changes in expenses. The figures shown would be the same whether you sold your shares at the end of a period or kept them. Because actual returns and expenses will be different, the example is for comparison only.
Past Performance. The bar charts and tables below illustrate the risks of investing in the Acquiring Fund and the Fund. The bar chart for the Fund shows the changes in the performance of the Fund's shares from year to year and the bar chart for the Acquiring Fund shows the changes in the performance of the Acquiring Fund's Class A shares from year to year. The table for the Fund compares the average annual total returns of the Fund to those of the Lehman Brothers 7-Year Municipal Bond Index, an unmanaged benchmark of total return performance for non-Connecticut-specific municipal bonds with maturities ranging between 6 to 8 years. The table for the Acquiring Fund compares the average annual total returns of the Acquiring Fund's Class A shares to those of the Lehman Brothers Municipal Bond Index, an unmanaged benchmark of total return performance for non-Connecticut-specific municipal bonds. Sales loads applicable to Class A shares are not reflected in the Acquiring Fund's bar chart or table; if they were, the Acquiring Fund's Class A returns shown would have been lower. Since Class Z shares of the Acquiring Fund are new, past performance information is not available for that class. There are no sales loads for Class Z shares of the Acquiring Fund. There will be no exchange of Class A shares of the Acquiring Fund in the Reorganization. All returns assume reinvestment of dividends and distributions. Of course, past performance (both before and after taxes) is no guarantee of future results. After the Reorganization, Class Z shares of the Acquiring Fund generally will not be available for new accounts.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
Acquiring Fund — Class A Shares
Year-by-year total returns as of 12/31 each year (%)
+4.53 | +9.31 | +6.33 | -4.22 | +11.03 | +4.76 | +8.72 | +4.78 | +3.53 | +2.61 |
'96 | '97 | '98 | '99 | '00 | '01 | '02 | '03 | '04 | '05 |
Best Quarter: Worst Quarter: | Q3 '02 Q2 '04 | +4.92% - -2.79% |
The year-to-date total return of the Acquiring Fund's Class A shares as of 9/30/06 was +2.90%.
Acquiring Fund — Class A Shares (without
sales charges)
Average annual total returns as of 12/31/05
1 Year | 5 Years | 10 Years | |||||
---|---|---|---|---|---|---|---|
Class A | |||||||
returns before taxes | 2.61% | 4.86% | 5.06% | ||||
Class A | |||||||
returns after taxes | |||||||
on distributions | 2.61% | 4.86% | 4.94% | ||||
Class A | |||||||
returns after taxes | |||||||
on distributions and | |||||||
sale of fund shares | 3.20% | 4.83% | 4.97% | ||||
Lehman Brothers Municipal | |||||||
Bond Index* | |||||||
reflects no deduction for | |||||||
fees, expenses or taxes | 3.51% | 5.59% | 5.71% |
*Unlike the Acquiring Fund, the Index is not composed of bonds of a single state.
Fund Shares
Year-by-year total returns as of 12/31 each year (%)
+3.73 | +7.57 | +5.46 | -1.12 | +7.52 | +4.96 | +8.13 | +3.41 | +2.72 | +1.70 |
'96 | '97 | '98 | '99 | '00 | '01 | '02 | '03 | '04 | '05 |
Best Quarter: Worst Quarter: | Q3 '02 Q2 '04 | +3.85% - -2.16% |
The year-to-date total return of the Fund's shares as of 9/30/06 was ___%.
Fund Shares
Average annual total returns as of 12/31/05
1 Year | 5 Years | 10 Years | |||||
---|---|---|---|---|---|---|---|
Fund | |||||||
returns before taxes | 1.70% | 4.16% | 4.37% | ||||
Fund | |||||||
returns after taxes | |||||||
on distributions | 1.69% | 4.16% | 4.37% | ||||
Fund | |||||||
returns after taxes | |||||||
on distributions and | |||||||
sale of fund shares | 2.43% | 4.16% | 4.36% | ||||
Lehman Brothers 7-Year | |||||||
Municipal Bond Index* | |||||||
reflects no deduction for | |||||||
fees, expenses or taxes | 1.72% | 5.13% | 5.26% |
_________________
*Unlike the Fund, the Index is not composed of bonds of a single state.
Investment Adviser. The investment adviser for the Fund and the Acquiring Fund is Dreyfus, located at 200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages approximately $[___] billion in approximately 200 mutual fund portfolios. Dreyfus is the primary mutual fund business of Mellon Financial Corporation ("Mellon Financial"), a global financial services company. Headquartered in Pittsburgh, Pennsylvania, Mellon Financial is one of the world's leading providers of financial services for institutions, corporations, and high net worth individuals, providing institutional asset management, mutual funds, private wealth management, asset servicing, payment solutions and investor services, and treasury services. Mellon Financial has approximately $__ trillion in assets under management, administration or custody, including $__ billion under management.
Primary Portfolio Manager. James Welch has served as the primary portfolio manager of each fund since November 2001. Mr. Welch joined Dreyfus as a senior portfolio manager in the municipal securities group in October 2001.
Board Members. Other than Joseph S. DiMartino, who is Chairman of the Board of the Fund and the Trust, each fund has different Board members. None of the Board members of the Fund or the Trust is an "interested person" (as defined in the 1940 Act) of the Fund or the Acquiring Fund ("Independent Board Members"). For a description of the Trust's Board members, see Exhibit B.
Independent Registered Public Accounting Firm. Ernst & Young LLP is the independent registered public accounting firm for both the Fund and the Acquiring Fund.
Capitalization. The Fund has classified its shares into one class and the Acquiring Fund has classified its shares into four classes – Class A, Class B, Class C and Class Z. There will be no exchange of Class A, Class B or Class C shares of the Acquiring Fund. Class Z shares are new and have been authorized by the Trust's Board to be issued to Fund shareholders in connection with the Reorganization. The following table sets forth as of October 31, 2006 (1) the capitalization of the Fund's shares, (2) the capitalization of the Acquiring Fund's Class Z shares and (3) the pro forma capitalization of the Acquiring Fund's Class Z shares, as adjusted showing the effect of the Reorganization had it occurred on such date.
Fund | Acquiring Fund Class Z | Pro Forma After Reorganization Acquiring Fund Class Z | |||||
---|---|---|---|---|---|---|---|
Total net assets | $132,122,151 | $0 | $132,122,151 | ||||
Net asset value per | $13.80 | N/A | $11.95 | ||||
share | |||||||
Shares outstanding | 9,572,502 | None | 11,056,247 |
The Acquiring Fund had approximately $293.6 million in total net assets (attributable to Class A, Class B and Class C shares) as of October 31, 2006. The Acquiring Fund currently does not offer Class Z shares. Each share has one vote. Shares have no preemptive or subscription rights and are freely transferable. All share classes will invest in the same portfolio of securities, but the classes are subject to different charges and expenses and will likely have different share prices.
Purchase Procedures. The purchase procedures of the Fund and the Acquiring Fund and the automatic investment services they offer are substantially similar. After the Reorganization, Class Z shares of the Acquiring Fund will be offered to shareholders of the Fund who received Class Z shares in exchange for their Fund shares as a result of the Reorganization and continue to maintain Acquiring Fund accounts in Class Z. Otherwise, Class Z generally will be closed to new investors and for new accounts (except for certain wrap accounts or similar programs). See "Account Policies – Buying shares," "Services for Fund Investors" and "Instructions for Regular Accounts" in the relevant Prospectus and "How to Buy Shares" and "Shareholder Services" in the relevant Statement of Additional Information for a discussion of purchase procedures.
Shareholder Services Plan. Fund shares and Class Z shares of the Acquiring Fund are subject to a Shareholder Services Plan pursuant to which the Fund and the Acquiring Fund each reimburse Dreyfus Service Corporation, their distributor, an amount not to exceed the annual rate of 0.25% of the value of the average daily net assets of the Fund and Class Z shares of the Acquiring Fund, respectively, for providing shareholder services. See "Shareholder Services Plan" in the Fund's Statement of Additional Information and "Distribution Plan and Shareholder Services Plans" in the Acquiring Fund's Statement of Additional Information for a discussion of the Shareholder Services Plan.
Redemption Procedures. The redemption procedures of the Fund and the Acquiring Fund are substantially similar. See "Account Policies—Selling shares" and "Instructions for Regular Accounts" in the relevant Prospectus and "How to Redeem Shares" in the relevant Statement of Additional Information for a discussion of redemption procedures.
Distributions. The dividends and distributions policies of the Fund and the Acquiring Fund are identical. Although they may do so more frequently, each fund anticipates paying its shareholders dividends once a month and any capital gain distribution annually. The actual amount of dividends paid per share by the Fund and the Acquiring Fund is different. See "Distributions and Taxes" in the relevant Prospectus for a discussion of such policies.
Shareholder Services. The shareholder services offered by the Fund and the Acquiring Fund are substantially similar. The privileges you currently have on your Fund account will transfer automatically to your account with the Acquiring Fund. See "Services for Fund Investors" in the relevant Prospectus and "Shareholder Services" in the relevant Statement of Additional Information for a further discussion of the shareholder services offered.
REASONS FOR THE REORGANIZATION
After management of Dreyfus reviewed the funds in the Dreyfus Family of Funds to determine whether it would be appropriate to consolidate certain funds having similar investment objectives and management policies, management recommended that the Fund be consolidated with the Acquiring Fund. The Board members of the Fund and the Trust have concluded that the Reorganization is in the best interests of the Fund and its shareholders and the Acquiring Fund and its shareholders, respectively. The Fund's Board believes that the Reorganization will permit Fund shareholders to pursue the same investment goals in a larger fund with a better performance record, without diluting such shareholders' interests. In addition, Class Z shares are expected to have a lower total expense ratio than the Fund. As of October 31, 2006, the Fund had net assets of approximately $132.1 million and the Acquiring Fund had net assets of approximately $293.6 million. By combining the Fund with the Acquiring Fund, which has larger aggregate net assets, Fund shareholders should benefit from more efficient portfolio management and Dreyfus would be able to eliminate the duplication of resources and costs associated with marketing and servicing the funds as separate entities.
The Board of the Trust considered that the Reorganization presents an opportunity for the Acquiring Fund to acquire substantial investment assets without the obligation to pay commissions or other transaction costs that a fund normally incurs when purchasing securities. This opportunity provides an economic benefit to the Acquiring Fund.
In determining whether to recommend approval of the Reorganization, each Board considered the following factors, among others: (1) the compatibility of the Fund's and the Acquiring Fund's investment objectives, management policies and restrictions, as well as shareholder services offered by the Fund and the Acquiring Fund; (2) the terms and conditions of the Reorganization and whether the Reorganization would result in dilution of shareholder interests; (3) the expense ratios and information regarding the fees and expenses of the Fund and the Acquiring Fund, as well as the estimated expense ratio of the combined Acquiring Fund; (4) the relative performance of the Fund and the Acquiring Fund; (5) the tax consequences of the Reorganization; and (6) that the costs to be incurred by the Fund and the Acquiring Fund in connection with the Reorganization would be borne by Dreyfus, and not the Fund or the Acquiring Fund.
For the reasons described above, the Boards of the Fund and the Trust, on behalf of the Acquiring Fund, including the Independent Board Members, approved the Reorganization.
INFORMATION ABOUT THE REORGANIZATION
Plan of Reorganization. The following summary of the Plan is qualified in its entirety by reference to the Plan attached to this Prospectus/Proxy Statement as Exhibit A. The Plan provides that, subject to the requisite approval of the Fund's shareholders, the Acquiring Fund will acquire all of the assets of the Fund in exchange for Class Z shares of the Acquiring Fund and the assumption by the Acquiring Fund of the Fund's stated liabilities on March 6, 2007 or such other date as may be agreed upon by the parties (the "Closing Date"). The number of Acquiring Fund Class Z shares to be issued to the Fund will be determined on the basis of the relative net asset values per share and aggregate net assets of the Fund and Class Z shares of the Acquiring Fund, generally computed as of the close of trading on the floor of the New York Stock Exchange (usually at 4:00 p.m., Eastern time) on the Closing Date. Portfolio securities of the Fund and the Acquiring Fund will be valued in accordance with the valuation practices of the Acquiring Fund, which are described under the caption "Account Policies — Buying shares" in the Acquiring Fund's Prospectus and under the caption "Determination of Net Asset Value" in the Acquiring Fund's Statement of Additional Information.
On or before the Closing Date, the Fund will declare a dividend or dividends which, together with all previous dividends, will have the effect of distributing to Fund shareholders all of the Fund's previously undistributed investment company taxable income, if any, for the tax periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), its net exempt interest income for the tax periods ending on or before the Closing Date, and all of its previously undistributed net capital gain, if any, realized in the tax periods ending on or before the Closing Date (after reduction for any capital loss carryforward).
As soon as conveniently practicable after the Closing Date, the Fund will liquidate and distribute pro rata to its shareholders of record as of the close of business on the Closing Date, Acquiring Fund Class Z shares received by it in the Reorganization. Such liquidation and distribution will be accomplished by establishing accounts on the share records of the Acquiring Fund in the name of each Fund shareholder, each account being credited with the respective pro rata number of Acquiring Fund Class Z shares due to the shareholder. After such distribution and the winding up of its affairs, the Fund will cease operations and will be terminated. After the Closing Date, any outstanding certificates representing Fund shares will represent Class Z shares of the Acquiring Fund distributed to the Fund's shareholders of record.
The Plan may be amended at any time prior to the Reorganization. The Fund will provide its shareholders with information describing any material amendment to the Plan prior to shareholder consideration. The obligations of the Fund and the Acquiring Fund under the Plan are subject to various conditions, including approval by Fund shareholders holding the requisite number of Fund shares and the continuing accuracy of various representations and warranties of the Fund and the Trust, on behalf of the Acquiring Fund.
The total expenses of the Reorganization are expected to be approximately $[____], which will be borne by Dreyfus. In addition to use of the mails, proxies may be solicited personally or by telephone, and Dreyfus may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals. In addition, an outside firm may be retained to solicit proxies on behalf of the Fund's Board. The cost of any such outside solicitation firm, which would be borne by Dreyfus, is estimated to be approximately $[____].
If the Reorganization is not approved by Fund shareholders, the Fund's Board will consider other appropriate courses of action with respect to the Fund.
Temporary Suspension of Certain of the Fund's Investment Restrictions. Since certain of the Fund's existing investment restrictions could preclude the Fund from consummating the Reorganization in the manner contemplated in the Plan, Fund shareholders are requested to authorize the temporary suspension of any investment restriction of the Fund to the extent necessary to permit the consummation of the Reorganization. The temporary suspension of any of the Fund's investment restrictions will not affect the investment restrictions of the Acquiring Fund. A vote in favor of the proposal is deemed to be a vote in favor of the temporary suspension.
Federal Income Tax Consequences. The exchange of Fund assets for Acquiring Fund Class Z shares, the Acquiring Fund's assumption of the Fund's stated liabilities and the Fund's distribution of those shares to Fund shareholders are intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"). As a condition to the closing of the Reorganization, the Fund and the Acquiring Fund will receive the opinion of Stroock & Stroock & Lavan LLP, counsel to the Fund, the Acquiring Fund and the Independent Board Members, to the effect that, on the basis of the existing provisions of the Code, Treasury regulations issued thereunder, current administrative regulations and pronouncements and court decisions, and certain facts, assumptions and representations, for federal income tax purposes: (1) the transfer of all of the Fund's assets to the Acquiring Fund in exchange solely for Acquiring Fund Class Z shares and the assumption by the Acquiring Fund of the Fund's stated liabilities, followed by the distribution by the Fund of those Acquiring Fund Class Z shares pro rata to Fund shareholders in complete liquidation of the Fund, will qualify as a "reorganization" within the meaning of Section 368(a) of the Code, and each of the Fund and the Acquiring Fund will be "a party to a reorganization"; (2) no gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Fund in exchange solely for Acquiring Fund Class Z shares and the assumption by the Acquiring Fund of stated liabilities of the Fund pursuant to the Reorganization; (3) no gain or loss will be recognized by the Fund upon the transfer of its assets to the Acquiring Fund in exchange solely for Acquiring Fund Class Z shares and the assumption by the Acquiring Fund of stated liabilities of the Fund or upon the distribution (whether actual or constructive) of those Acquiring Fund Class Z shares to Fund shareholders in exchange for their shares of the Fund in liquidation of the Fund pursuant to the Reorganization; (4) no gain or loss will be recognized by Fund shareholders upon the exchange of their Fund shares for Acquiring Fund Class Z shares pursuant to the Reorganization; (5) the aggregate tax basis for the Acquiring Fund Class Z shares received by each Fund shareholder pursuant to the Reorganization will be the same as the aggregate tax basis for the Fund shares held by such shareholder immediately prior to the Reorganization, and the holding period of those Acquiring Fund Class Z shares received by each Fund shareholder will include the period during which the Fund shares exchanged therefor were held by such shareholder (provided the Fund shares were held as capital assets on the date of the Reorganization); and (6) the tax basis of each Fund asset acquired by the Acquiring Fund will be the same as the tax basis of such asset to the Fund immediately prior to the Reorganization, and the holding period of each Fund asset in the hands of the Acquiring Fund will include the period during which that asset was held by the Fund.
Neither the Fund nor the Acquiring Fund has sought a tax ruling from the Internal Revenue Service ("IRS"). The opinion of counsel is not binding on the IRS, nor does it preclude the IRS from adopting a contrary position. Fund shareholders should consult their tax advisers regarding the effect, if any, of the Reorganization in light of their individual circumstances. Because the foregoing discussion relates only to the federal income tax consequences of the Reorganization, Fund shareholders also should consult their tax advisers as to state and local tax consequences, if any, of the Reorganization.
As of the Fund's fiscal year ended March 31, 2006, the Fund has an unused capital loss carryforward of $[_____]. There are limitations to the amount of the carryforward that can be utilized in any one year, and any amount that cannot be utilized in any one year can be carried over to a succeeding year subject to the same limitations in such year. Different amounts of the capital loss carryforward expire in different years. Consequently, as a result of the limitations on the use of capital loss carryforwards, if the Reorganization is consummated it is expected that some or all of the Fund's capital loss carryforward may expire unused.
Required Vote and Board's Recommendation
The Fund's Board has approved the Plan and the Reorganization and has determined that (1) participation in the Reorganization is in the best interests of the Fund and its shareholders and (2) the interests of shareholders of the Fund will not be diluted as a result of the Reorganization. The affirmative vote of a majority of the Fund's shares outstanding and entitled to vote is required to approve the Plan and the Reorganization.
THE FUND'S BOARD, INCLUDING THE INDEPENDENT BOARD MEMBERS, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE PLAN AND THE REORGANIZATION.
ADDITIONAL INFORMATION ABOUT THE ACQUIRING FUND AND THE FUND
Information about the Acquiring Fund is incorporated by reference into this Prospectus/Proxy Statement from the Acquiring Fund's Prospectus forming a part of the Trust's Registration Statement on Form N-1A (File No. 33-10238). Information about the Fund is incorporated by reference into this Prospectus/Proxy Statement from the Fund's Prospectus forming a part of its Registration Statement on Form N-1A (File No. 33-47489).
The Fund and the Acquiring Fund are subject to the requirements of the 1940 Act and file reports, proxy statements and other information with the Commission. Reports, proxy statements and other information filed by the Fund and the Acquiring Fund may be inspected and copied at the Public Reference Facilities of the Commission at 100 F Street, N.E., Washington, D.C. 20549. Text-only versions of fund documents can be viewed on-line or downloaded from www.sec.gov or www.dreyfus.com. Copies of such material also can be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549, at prescribed rates.
VOTING INFORMATION
In addition to the use of the mails, proxies may be solicited personally or by telephone, and persons holding Fund shares in their names or in nominee name may be paid for their expenses in sending soliciting materials to their principals. An outside firm may be retained to assist in the solicitation of proxies, primarily by contacting shareholders by telephone.
Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder's identity. In all cases where a telephonic proxy is solicited (as opposed to where the shareholder calls the toll-free number directly to vote), the shareholder will be asked to provide his or her address, social security number (in the case of an individual) or taxpayer identification number (in the case of a non-individual) and the number of shares owned and to confirm that the shareholder has received the Prospectus/Proxy Statement and proxy card in the mail. Within 72 hours of receiving a shareholder's telephonic or electronically transmitted voting instructions, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder's instructions and to provide a telephone number to call immediately if the shareholder's instructions are not correctly reflected in the confirmation. Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting a new proxy to the Fund or by attending the Meeting and voting in person.
If a proxy is executed properly 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 Fund shares on a particular matter with respect to which the broker or nominee does not have discretionary power) or is marked with an abstention (collectively, "abstentions"), the Fund 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. Abstentions will have the effect of a "no" vote for the purpose of obtaining requisite approval for the proposal.
In the event that a quorum is not present at the Meeting, or if a quorum is present but sufficient votes to approve the proposal are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. In determining whether to adjourn the Meeting, the following factors may be considered: the nature of the proposal, the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Fund shareholders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote of a majority of those shares affected by the adjournment that are represented at the Meeting in person or by proxy. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote "FOR" the proposal in favor of such adjournment, and will vote those proxies required to be voted "AGAINST" the proposal against any adjournment. A quorum is constituted by the presence in person or by proxy of the holders of 30% of the outstanding Fund shares entitled to vote at the Meeting.
The votes of the Acquiring Fund's shareholders are not being solicited since their approval or consent is not necessary for the Reorganization.
As of October 31, 2006, the following shareholders were known by the Fund to own of record or beneficially 5% or more of the outstanding voting shares of the Fund:
Name and Address | Percentage of Outstanding Shares | ||||
---|---|---|---|---|---|
Before Reorganization | After Reorganization | ||||
Charles Schwab & Company Inc. | |||||
Reinvest Account | 12 | .11% | ___% | ||
101 Montgomery Street | |||||
San Francisco, CA 94104-4151 | |||||
National Financial Services | |||||
82 Devonshire Street Boston, MA 02109-3605 | 5 | .14% | ___% |
As of October 31, 2006, the following shareholders were known by the Acquiring Fund to own of record or beneficially 5% or more of the indicated class of outstanding voting shares of the Acquiring Fund:
Name and Address | Percentage of Outstanding Shares | ||||
---|---|---|---|---|---|
Before Reorganization | After Reorganization | ||||
Class A | |||||
Merrill Lynch, Pierce, Fenner & Smith | |||||
4800 Deer Lake Drive | |||||
Jacksonville, FL 32246-6484 | 7.88% | ___% | |||
National Financial Services | |||||
82 Devonshire Street | |||||
Boston, MA 02109-3605 | 6.61% | ___% | |||
Peoples Securities, Inc. | |||||
1000 Lafayette Boulevard | |||||
Bridgeport, CT 06604-4725 | 6.57% | ___% | |||
Citigroup Global Markets, Inc. | |||||
333 West 34th Street | |||||
New York, NY 10001-2402 | 6.27% | ___% | |||
Class B | |||||
National Financial Services | |||||
82 Devonshire Street | |||||
Boston, MA 02109-3605 | 26.50% | ___% | |||
Merrill Lynch, Pierce, Fenner & Smith | |||||
4800 Deer Lake Drive | |||||
Jacksonville, FL 32246-6484 | 12.11% | ___% | |||
Pershing LLC | |||||
P.O. Box 2052 | |||||
Jersey City, NJ 07303-2052 | 10.86% | ___% | |||
Peoples Securities, Inc. | |||||
1000 Lafayette Boulevard | |||||
Bridgeport, CT 06604-4725 | 8.51% | ___% | |||
Class C | |||||
National Financial Services | |||||
82 Devonshire Street | |||||
Boston, MA 02109-3605 | 16.93% | ___% | |||
Merrill Lynch, Pierce, Fenner & Smith | |||||
4800 Deer Lake Drive | |||||
Jacksonville, FL 32246-6484 | 12.60% | ___% | |||
Pershing LLC | |||||
P.O. Box 2052 | |||||
Jersey City, NJ 07303-2052 | 9.12% | ___% | |||
First Clearing, LLC | |||||
10750 Wheat First Drive | |||||
Glen Allen, VA 23060-9245 | 6.52% | ___% | |||
Primevest Financial Services | |||||
400 First Street | |||||
St. Cloud, MN 56301 | 5.98% | ___% |
A shareholder who beneficially owns, directly or indirectly, more than 25% of a fund's voting securities may be deemed a "control person" (as defined in the 1940 Act) of the fund.
As of October 31, 2006, Board members and officers of the Fund and the Trust, as a group, owned less than 1% of the Fund's and the Acquiring Fund's outstanding shares, respectively.
FINANCIAL STATEMENTS AND EXPERTS
The audited financial statements of the Fund for the fiscal year ended March 31, 2006 and the audited financial statements of the Acquiring Fund for the fiscal year ended April 30, 2006 have been incorporated herein by reference in reliance upon the reports of Ernst & Young LLP, the independent registered public accounting firm for the Fund and the Acquiring Fund, given on their authority as experts in accounting and auditing.
OTHER MATTERS
The Fund's Board members are not aware of any other matters that may come before the Meeting. However, should any such matters 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.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Fund, in care of Dreyfus Transfer, Inc., P.O. Box 55263, Boston, Massachusetts 02205-8501, whether other persons are the beneficial owners of Fund shares for which proxies are being solicited from you, and, if so, the number of copies of the Prospectus/Proxy Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of Fund shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated as of November 15, 2006 (the "Agreement"), between DREYFUS CONNECTICUT INTERMEDIATE MUNICIPAL BOND FUND (the "Fund"), a Massachusetts business trust, and DREYFUS PREMIER STATE MUNICIPAL BOND FUND (the "Trust"), a Massachusetts business trust, on behalf of the CONNECTICUT SERIES (the "Acquiring Fund").
This Agreement is intended to be and is adopted as a "plan of reorganization" within the meaning of the regulations under Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"). The reorganization will consist of the transfer of all of the assets of the Fund to the Acquiring Fund in exchange solely for the Acquiring Fund's Class Z shares ("Acquiring Fund Shares") of beneficial interest, par value $.001 per share, and the assumption by the Acquiring Fund of certain liabilities of the Fund and the distribution, after the Closing Date hereinafter referred to, of the Acquiring Fund Shares to the shareholders of the Fund in liquidation of the Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement (the "Reorganization").
WHEREAS, the Fund is a registered, open-end management investment company and the Acquiring Fund is a series of the Trust, a registered, open-end management investment company, and the Fund owns securities which are assets of the character in which the Acquiring Fund is permitted to invest;
WHEREAS, both the Acquiring Fund and the Fund are authorized to issue their shares of beneficial interest;
WHEREAS, the Fund's Board has determined that the Reorganization is in the best interests of the Fund and the Fund's shareholders and that the interests of the Fund's existing shareholders will not be diluted as a result of the Reorganization; and
WHEREAS, the Trust's Board has determined that the Reorganization is in the best interests of the Acquiring Fund and the Acquiring Fund's shareholders and that the interests of the Acquiring Fund's existing shareholders will not be diluted as a result of the Reorganization:
NOW THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties agree as follows:
1. THE REORGANIZATION.
1.1 Subject to the terms and conditions contained herein, the Fund agrees to assign, transfer and convey to the Acquiring Fund all of the assets of the Fund, including all securities and cash (subject to liabilities), and the Acquiring Fund agrees in exchange therefor (a) to deliver to the Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined as set forth in paragraph 2.3; and (b) to assume certain liabilities of the Fund, as set forth in paragraph 1.2. Such transactions shall take place at the closing (the "Closing") as of the close of business on the closing date (the "Closing Date"), provided for in paragraph 3.1. In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Fund's account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Fund.
1.2 The Fund will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Acquiring Fund shall assume all liabilities, expenses, costs, charges and reserves reflected on an unaudited statement of assets and liabilities of the Fund prepared by The Dreyfus Corporation ("Dreyfus"), as of the Valuation Date (as defined in paragraph 2.1), in accordance with generally accepted accounting principles consistently applied from the prior audited period. The Acquiring Fund shall assume only those liabilities of the Fund reflected in that unaudited statement of assets and liabilities and shall not assume any other liabilities, whether absolute or contingent.
1.3 Delivery of the assets of the Fund to be transferred shall be made on the Closing Date and shall be delivered to The Bank of New York, One Wall Street, New York, New York 10286, the Acquiring Fund's custodian (the "Custodian"), for the account of the Acquiring Fund, with all securities not in bearer or book-entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Acquiring Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Acquiring Fund.
1.4 The Fund will pay or cause to be paid to the Acquiring Fund any interest received on or after the Closing Date with respect to assets transferred to the Acquiring Fund hereunder. The Fund will transfer to the Acquiring Fund any distributions, rights or other assets received by the Fund after the Closing Date as distributions on or with respect to the securities transferred. Such assets shall be deemed included in assets transferred to the Acquiring Fund on the Closing Date and shall not be separately valued.
1.5 As soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), the Fund will liquidate and distribute pro rata to the Fund's shareholders of record, determined as of the close of business on the Closing Date ("Fund Shareholders"), Acquiring Fund Shares received by the Fund pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Fund Shareholders and representing the respective pro rata number of the applicable Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Fund simultaneously will be canceled on the books of the Fund; Fund share certificates, if any, will be exchanged for Acquiring Fund share certificates upon presentation to the Acquiring Fund's transfer agent.
1.6 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund's transfer agent. Acquiring Fund Shares will be issued in the manner described in the Acquiring Fund's current prospectus and statement of additional information; the Acquiring Fund, however, will not issue share certificates in the Reorganization.
1.7 Any transfer taxes payable upon issuance of the Acquiring Fund Shares in a name other than the registered holder of the Acquiring Fund Shares on the books of the Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.
1.8 Any reporting responsibility of the Fund is and shall remain the responsibility of the Fund up to and including the Closing Date and such later date on which the Fund's existence is terminated.
2. VALUATION.
2.1 The value of the Fund's assets to be acquired, and the amount of the Fund's liabilities to be assumed, by the Acquiring Fund hereunder shall be computed as of the close of trading on the floor of the New York Stock Exchange (usually 4:00 p.m., Eastern time) on the Closing Date (such time and date being hereinafter called the "Valuation Date"), using the valuation procedures set forth in the Trust's Agreement and Declaration of Trust, as amended (the "Acquiring Fund's Charter"), and the then-current prospectus or statement of additional information of the Acquiring Fund, which are and shall be consistent with the policies currently in effect for the Fund.
2.2 The net asset value of an Acquiring Fund Share shall be the net asset value per share computed as of the Valuation Date, using the valuation procedures set forth in the Acquiring Fund's Charter and then-current prospectus or statement of additional information of the Acquiring Fund, which are and shall be consistent with the policies currently in effect for the Fund.
2.3 The number of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Fund's net assets shall be determined by dividing the value of the net assets of the Fund determined using the same valuation procedures referred to in paragraph 2.1 by the net asset value of one Acquiring Fund Share, determined in accordance with paragraph 2.2.
2.4 All computations of value shall be made in accordance with the regular practices of Dreyfus as fund accountant for the Fund and the Acquiring Fund.
3. CLOSING AND CLOSING DATE.
3.1 The Closing Date shall be March 6, 2007, or such other date as the parties, through their duly authorized officers, may mutually agree. All acts taking place at the Closing shall be deemed to take place simultaneously on the Closing Date unless otherwise provided. The Closing shall be held at 5:00 p.m., Eastern time, at the offices of Dreyfus, 200 Park Avenue, 7th Floor, New York, New York, or such other time and/or place as the parties may mutually agree.
3.2 The Custodian shall deliver at the Closing a certificate of an authorized officer stating that the Fund's portfolio securities, cash and any other assets have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date.
3.3 If on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Fund shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.
3.4 The transfer agent for the Fund shall deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Fund Shareholders and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund's transfer agent shall issue and deliver to the Fund's Secretary a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Fund that such Acquiring Fund Shares have been credited to the Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, receipts or other documents as such other party or its counsel may reasonably request.
4. REPRESENTATIONS AND WARRANTIES.
4.1 The Fund represents and warrants to the Trust, on behalf of the Acquiring Fund, as follows:
(a) The Fund is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts, and has power to carry out its obligations under this Agreement.
(b) The Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company, and the Fund's shares are registered under the Securities Act of 1933, as amended (the "1933 Act"), and such registrations have not been revoked or rescinded and are in full force and effect.
(c) The current prospectus and statement of additional information of the Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
(d) The Fund is not, and the execution, delivery and performance of this Agreement will not result, in material violation of the Fund's Agreement and Declaration of Trust, as amended (the "Fund's Declaration of Trust"), or its By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Fund is a party or by which the Fund is bound.
(e) The Fund has no material contracts or other commitments outstanding (other than this Agreement) which will be terminated with liability to it on or prior to the Closing Date.
(f) No litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or to its knowledge threatened against the Fund or any of its properties or assets which, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. The Fund knows of no facts which might form the basis for the institution of such proceedings, and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated.
(g) The Statements of Assets and Liabilities of the Fund for each of its five fiscal years ended March 31, 2006 have been audited by Ernst & Young LLP, an independent registered public accounting firm, and are in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Fund as of such dates, and there are no known contingent liabilities of the Fund as of such dates not disclosed therein.
(h) Since March 31, 2006, there has not been any material adverse change in the Fund's financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as disclosed on the statement of assets and liabilities referred to in paragraphs 1.2 and 4.1(g) hereof.
(i) At the Closing Date, all federal and other tax returns and reports of the Fund required by law then to be filed shall have been filed, and all federal and other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof, and to the best of the Fund's knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns.
(j) For each taxable year of its operation (including the taxable year ending on the Closing Date), the Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company.
(k) All issued and outstanding shares of the Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by the Fund. All of the issued and outstanding shares of the Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of its transfer agent as provided in paragraph 3.4. The Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Fund's shares, nor is there outstanding any security convertible into any of the Fund's shares.
(l) On the Closing Date, the Fund will have full right, power and authority to sell, assign, transfer and deliver the assets to be transferred by it hereunder.
(m) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Fund's Board and, subject to the approval of the Fund's shareholders, this Agreement will constitute the valid and legally binding obligation of the Fund, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and to general principles of equity and the discretion of the court (regardless of whether the enforceability is considered in a proceeding in equity or at law).
(n) The proxy statement of the Fund (the "Proxy Statement") included in the Registration Statement referred to in paragraph 5.5 (other than information therein that has been furnished by the Acquiring Fund) will, on the effective date of the Registration Statement and on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading.
4.2 The Trust, on behalf of the Acquiring Fund, represents and warrants to the Fund as follows:
(a) The Acquiring Fund is a duly established series of the Trust, a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts, and has power to carry out its obligations under this Agreement.
(b) The Trust is registered under the 1940 Act as an open-end management investment company, and the Acquiring Fund's shares are registered under the 1933 Act, and such registrations have not been revoked or rescinded and are in full force and effect.
(c) The current prospectus and statement of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
(d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in material violation of the Acquiring Fund's Charter or its By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust is a party on behalf of the Acquiring Fund or by which the Acquiring Fund is bound.
(e) No litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets which, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. The Acquiring Fund knows of no facts which might form the basis for the institution of such proceedings, and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions contemplated herein.
(f) The Statements of Assets and Liabilities of the Acquiring Fund for each of its five fiscal years ended April 30, 2006 have been audited by Ernst & Young LLP, an independent registered public accounting firm, and are in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Fund) fairly reflect the financial condition of the Acquiring Fund as of such dates.
(g) Since April 30, 2006, there has not been any material adverse change in the Acquiring Fund's financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as disclosed on the statement of assets and liabilities referred to in paragraph 4.2(f) hereof.
(h) At the Closing Date, all federal and other tax returns and reports of the Acquiring Fund required by law then to be filed shall have been filed, and all federal and other taxes shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Acquiring Fund's knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns.
(i) For each taxable year of its operation, the Acquiring Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company.
(j) All issued and outstanding shares of the Acquiring Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by the Acquiring Fund. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares.
(k) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Trust's Board and, subject to the approval of the Fund's shareholders, this Agreement will constitute the valid and legally binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and to general principles of equity and the discretion of the court (regardless of whether the enforceability is considered in a proceeding in equity or at law).
(l) The Proxy Statement included in the Registration Statement (only insofar as it relates to the Acquiring Fund and is based on information furnished by the Acquiring Fund) will, on the effective date of the Registration Statement and on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading.
(m) No consideration other than the Acquiring Fund Shares (and the Acquiring Fund's assumption of the Fund's stated liabilities) will be issued in exchange for the Fund's assets in the Reorganization.
(n) The Acquiring Fund does not directly or indirectly own, nor on the Closing Date will it directly or indirectly own, nor has it directly or indirectly owned at any time during the past five years, any shares of the Fund.
5. COVENANTS OF THE ACQUIRING FUND AND THE FUND.
5.1 The Acquiring Fund and the Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include payment of customary dividends and other distributions.
5.2 The Fund will call a meeting of the Fund's shareholders to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.
5.3 Subject to the provisions of this Agreement, the Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.
�� 5.4 As promptly as practicable, but in any case within sixty days after the Closing Date, the Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of the Fund for federal income tax purposes which will be carried over to the Acquiring Fund as a result of Section 381 of the Code and which will be certified by the Fund's President or its Vice President and Treasurer.
5.5 The Fund will provide the Acquiring Fund with information reasonably necessary for the preparation of a prospectus, which will include the Proxy Statement referred to in paragraph 4.1(n), all to be included in a Registration Statement on Form N-14 of the Trust on behalf of the Acquiring Fund (the "Registration Statement"), in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended, and the 1940 Act in connection with the meeting of the Fund's shareholders to consider approval of this Agreement and the transactions contemplated herein.
5.6 The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.
5.7 The Fund covenants that it is not acquiring the Acquiring Fund Shares to be issued hereunder for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.
5.8 As soon as is reasonably practicable after the Closing, the Fund will make a liquidating distribution to the Fund's shareholders consisting of the Acquiring Fund Shares received at the Closing.
6. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. |
The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
6.1 All representations and warranties of the Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.
6.2 The Fund shall have delivered to the Acquiring Fund a statement of the Fund's assets and liabilities, together with a list of the Fund's portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Fund's Treasurer.
6.3 The Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the Fund's President or Vice President and its Treasurer, in form and substance satisfactory to the Acquiring Fund, to the effect that the representations and warranties of the Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE FUND.
The obligations of the Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of the Trust, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.
7.2 The Acquiring Fund shall have delivered to the Fund on the Closing Date a certificate executed in its name by the Trust's President or Vice President and its Treasurer, in form and substance reasonably satisfactory to the Fund, to the effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Fund shall reasonably request.
8. | FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE FUND AND THE ACQUIRING FUND. |
If any of the conditions set forth below do not exist on or before the Closing Date with respect to the Fund or the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement.
8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Fund in accordance with the provisions of the Fund's Declaration of Trust and the 1940 Act.
8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.
8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by the Fund or the Acquiring Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Fund or the Acquiring Fund, provided that either party hereto may for itself waive any of such conditions.
8.4 The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.
8.5 The Fund shall have declared and paid a dividend or dividends which, together with all previous dividends, shall have the effect of distributing to Fund shareholders all of the Fund's investment company taxable income (within the meaning of Section 852(b)(2) of the Code) for all taxable years or periods ending on or prior to the Closing Date (computed without regard to any deduction for dividends paid); the excess of its interest income excludable from gross income under Section 103(a) of the Code over its disallowed deductions under Sections 265 and 171(a)(2) of the Code, for all taxable years or periods; and all of its net capital gain (as defined in Section 1222(11) of the Code) realized in all taxable years or periods (after reduction for any capital loss carryforward).
8.6 The Fund and Acquiring Fund shall have received an opinion of Stroock & Stroock & Lavan LLP substantially to the effect that based on the facts and assumptions stated herein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes:
(a) The transfer of all of the Fund's assets to the Acquiring Fund in exchange solely for the Acquiring Fund Shares and the assumption by the Acquiring Fund of certain identified liabilities of the Fund, followed by the distribution by the Fund of those Acquiring Fund Shares to Fund Shareholders in complete liquidation of the Fund, will qualify as a "reorganization" within the meaning of Section 368(a) of the Code and each of the Fund and the Acquiring Fund will be "a party to a reorganization"; (b) no gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of certain identified liabilities of the Fund pursuant to the Reorganization; (c) no gain or loss will be recognized by the Fund upon the transfer of the Fund's assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of certain identified liabilities of the Fund or upon the distribution (whether actual or constructive) of those Acquiring Fund Shares to Fund Shareholders in exchange for their shares of the Fund in liquidation of the Fund pursuant to the Reorganization; (d) no gain or loss will be recognized by Fund Shareholders upon the exchange of their Fund shares for the Acquiring Fund Shares pursuant to the Reorganization; (e) the aggregate tax basis for the Acquiring Fund Shares received by each Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Fund shares held by such Shareholder immediately prior to the Reorganization, and the holding period of those Acquiring Fund Shares received by each Fund Shareholder will include the period during which the Fund shares exchanged therefor were held by such Shareholder (provided the Fund shares were held as capital assets on the date of the Reorganization); and (f) the tax basis of each Fund asset acquired by the Acquiring Fund will be the same as the tax basis of such asset to the Fund immediately prior to the Reorganization, and the holding period of each asset of the Fund in the hands of the Acquiring Fund will include the period during which that asset was held by the Fund.
In rendering its opinion, counsel may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Agreement, which counsel may treat as representations and warranties made to it, and in separate letters addressed to counsel and the certificates delivered pursuant to this Agreement.
No opinion will be expressed as to the effect of the Reorganization on (i) the Fund or the Acquiring Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting, and (ii) any shareholder of the Fund that is required to recognize unrealized gains and losses for federal income tax purposes under a mark-to-market system of accounting.
9. TERMINATION OF AGREEMENT; EXPENSES.
9.1 This Agreement and the transactions contemplated hereby may be terminated and abandoned by resolution of the Board of the Fund or of the Trust, as the case may be, at any time prior to the Closing Date (and notwithstanding any vote of the Fund's shareholders) if circumstances should develop that, in the opinion of the party's Board, make proceeding with the Reorganization inadvisable.
9.2 If this Agreement is terminated and the transactions contemplated hereby are abandoned pursuant to the provisions of this Section 9, this Agreement shall become void and have no effect, without any liability on the part of any party hereto or the Board members or officers of the Trust or the Fund, or shareholders of the Acquiring Fund or of the Fund, as the case may be, in respect of this Agreement.
9.3 Dreyfus shall bear the aggregate expenses of the transactions contemplated hereby to the extent those expenses are directly related to the Reorganization.
10. WAIVER.
At any time prior to the Closing Date, any of the foregoing conditions may be waived by the Board of the Fund or of the Trust if, in the judgment of either, such waiver will not have a material adverse effect on the benefits intended under this Agreement to the shareholders of the Fund or of the Acquiring Fund, as the case may be.
11. MISCELLANEOUS.
11.1 None of the representations and warranties included or provided for herein shall survive consummation of the transactions contemplated hereby.
11.2 This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and merges and supersedes all prior discussions, agreements and understandings of every kind and nature between them relating to the subject matter hereof. Neither party shall be bound by any condition, definition, warranty or representation, other than as set forth or provided in this Agreement or as may be, on or subsequent to the date hereof, set forth in a writing signed by the party to be bound thereby.
11.3 This Agreement shall be governed and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflict of laws; provided, however, that the due authorization, execution and delivery of this Agreement by the Fund and the Trust, on behalf of the Acquiring Fund, shall be governed and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to principles of conflict of laws; provided that, in the case of any conflict between those laws and federal securities laws, the latter shall govern.
11.4 This Agreement may be amended only by a signed writing between the parties.
11.5 This Agreement may be executed in counterparts, each of which, when executed and delivered, shall be deemed to be an original.
11.6 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.
11.7 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Board members, shareholders, nominees, officers, agents, or employees of the Fund or the Trust personally, but shall bind only the property of the Fund or the Acquiring Fund, as the case may be, as provided in the Fund's Declaration of Trust and the Acquiring Fund's Charter, respectively; copies of the Fund's Declaration of Trust and the Acquiring Fund's Charter are on file at the office of the Secretary of the Commonwealth of Massachusetts and at the principal offices of the Fund and the Trust, respectively. The execution and delivery of this Agreement by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Fund or the Acquiring Fund, as the case may be.
IN WITNESS WHEREOF, the Fund and the Trust, on behalf of the Acquiring Fund, have caused this Agreement and Plan of Reorganization to be executed and attested on its behalf by its duly authorized representatives as of the date first above written.
DREYFUS CONNECTICUT INTERMEDIATE MUNICIPAL BOND FUND By: Stephen E. Canter, President |
ATTEST: Jeff Prusnofsky, Assistant Secretary |
DREYFUS PREMIER STATE MUNICIPAL BOND FUND on behalf of the CONNECTICUT SERIES By: Stephen E. Canter, President |
ATTEST: Jeff Prusnofsky, Assistant Secretary |
Exhibit B
DESCRIPTION OF THE TRUST'S BOARD MEMBERS
Board members of the Trust, together with information as to their positions with the Trust, principal occupations and other board memberships and affiliations, are shown below.(1)
Name (Age) Position with Trust (Since) | Principal Occupation During Past 5 Years | Other Board Memberships and Affiliations |
Joseph S. DiMartino (63) Chairman of the Board (1995) | Corporate Director and Trustee | The Muscular Dystrophy Association, Director Levcor International, Inc., an apparel fabric processor, Director Century Business Services, Inc., a provider of outsourcing functions for small and medium size companies, Director The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants, Director Sunair Services Corporation, engaging in the design, manufacture and sale of high frequency systems for long-range voice and data communications, as well as providing certain outdoor-related services to homes and businesses, Director |
Clifford L. Alexander, Jr. (73) Board Member (1983) | President of Alexander & Associates, Inc., a management consulting firm (January 1981-present) Chairman of the Board of Moody's Corporation (October 2000-October 2003) | Mutual of America Life Insurance Company, Director |
Peggy C. Davis (63) Board Member (1990) | Shad Professor of Law, New York University School of Law (1983-present) Writer and teacher in the fields of evidence, constitutional theory, family law, social sciences and the law, legal process and professional methodology and training | None |
Ernest Kafka (74) Board Member (1983) | Physician engaged in private practice specializing in the psychoanalysis of adults and adolescents (1962-present) Instructor, The New York Psychoanalytic Institute (1981-present) Associate Clinical Professor of Psychiatry at Cornell Medical School (1987-2002) | None |
Nathan Leventhal (63) Board Member (1989) | A management consultant for various non-profit organizations (May 2004-present) Chairman of the Avery-Fisher Artist Program (November 1997- present) | Movado Group, Inc., Director |
_____________________
(1) | None of the Board members are "interested persons" of the Trust, as defined in the 1940 Act. |
DREYFUS CONNECTICUT INTERMEDIATE MUNICIPAL BOND FUND
The undersigned shareholder of Dreyfus Connecticut Intermediate Municipal Bond Fund (the "Fund") hereby appoints Joseph M. Chioffi and Jeff Prusnofsky, 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 beneficial interest of the Fund standing in the name of the undersigned at the close of business on December 15, 2006, at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, at 11:30 a.m., on Thursday, March 1, 2007, 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 proposal, as more fully described in the Prospectus/Proxy Statement for the meeting.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF TRUSTEES AND WILL BE VOTED FOR THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.
THREE EASY WAYS TO VOTE YOUR PROXY
3. | TELEPHONE: Call 1-888-[221-0697] and follow the simple instructions. |
4. | INTERNET: Go to www.proxyweb.com, and follow the on-line directions. |
5. | MAIL: Vote, sign and date, and return in the enclosed postage-paid envelope. |
If you are NOT voting by Telephone or Internet, Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
Dated: ________________________ Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope ______________________________ Signature(s) (Sign in the Box) 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. By signing this proxy card, receipt of the accompanying Notice of Special Meeting of Shareholders and Prospectus/Proxy Statement is acknowledged. |
Please fill in box as shown using black or blue ink or number 2 pencil. Please do not use fine point pens. |
1. | To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of the Fund to the Connecticut Series (the "Acquiring Fund") of Dreyfus Premier State Municipal Bond Fund, in exchange for Class Z shares of the Acquiring Fund having an aggregate net asset value equal to the value of the Fund's net assets and the assumption by the Acquiring Fund of the Fund's stated liabilities, and the pro rata distribution of those shares to the Fund's shareholders and subsequent termination of the Fund. FOR AGAINST ABSTAIN /_/ /_/ /_/ |
2. | 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. |
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
STATEMENT OF ADDITIONAL INFORMATION
December ___, 2006
Acquisition of the Assets of
DREYFUS CONNECTICUT INTERMEDIATE
MUNICIPAL BOND FUND
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
1-800-645-6561
By and in Exchange for Class Z Shares of
THE CONNECTICUT SERIES OF
DREYFUS PREMIER STATE MUNICIPAL
BOND FUND
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
1-800-554-4611
This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the Prospectus/Proxy Statement dated December ___, 2006 relating specifically to the proposed transfer of all of the assets and liabilities of Dreyfus Connecticut Intermediate Municipal Bond Fund (the "Fund") in exchange for Class Z shares of the Connecticut Series (the "Acquiring Fund") of Dreyfus Premier State Municipal Bond Fund (the "Trust"). The transfer is to occur pursuant to an Agreement and Plan of Reorganization. This Statement of Additional Information consists of this cover page and the following documents attached hereto:
1. | The Acquiring Fund's Statement of Additional Information dated December __, 2006. |
2. | The Acquiring Fund's Annual Report for the fiscal year ended April 30, 2006. |
3. | The Fund's Annual Report for the fiscal year ended March 31, 2006. |
4. | The Fund's Semi-Annual Report for the six-month period ended September 30, 2006. |
5. | Pro forma financials for the combined Fund and Acquiring Fund as of October 31, 2006. |
The Acquiring Fund's Statement of Additional Information, and the financial statements included in the Acquiring Fund's Annual Report and the Fund's Annual Report and Semi-Annual Report, are incorporated herein by reference. The Prospectus/Proxy Statement dated December ___, 2006 may be obtained by writing to the Fund or the Acquiring Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
DOCUMENTS INCORPORATED BY REFERENCE
The Acquiring Fund's Statement of Additional Information dated December __, 2006 is incorporated herein by reference to the Acquiring Fund's Post-Effective Amendment No. __ to the Trust's Registration Statement on Form N-1A, filed ________ ___, 2006 (File No. 33-10238). The financial statements of the Acquiring Fund are incorporated herein by reference to its Annual Report dated April 30, 2006, filed ________ ___, 2006.
The Fund's Statement of Additional Information dated August 1, 2006 is incorporated herein by reference to the Fund's Post-Effective Amendment No. __ to its Registration Statement on Form N-1A, filed ________ ___, 2006 (File No. 33-47489). The financial statements of the Fund are incorporated herein by reference to its Annual Report dated March 31, 2006 and Semi-Annual Report dated September 30, 2006.
Pro Forma STATEMENT OF INVESTMENTS (Unaudited) Dreyfus Premier State Municipal Bond Fund, Connecticut Series October 31, 2006 Principal Amount ($) Value ($) ------------------------------------------ --------------------------------------- Dreyfus Dreyfus Premier Premier State Dreyfus State Dreyfus Municipal Connecticut Municipal Connecticut Bond Fund Intermediate Pro Forma Bond Fund Intermediate Pro Forma Connecticut Municipal Combined Connecticut Municipal Combined Series Bond Fund (*) Series Bond Fund (*) Long-Term Municipal Coupon Maturity Investments--99.1% Rate (%) Date - ------------------------------------------------------------------------------------------------------------------------------------ Connecticut--70.2% Connecticut 5.25 3/1/07 2,700,000 a 2,700,000 2,742,147 2,742,147 Connecticut 5.00 3/15/08 70,000 a 70,000 72,064 72,064 Connecticut 5.13 3/15/08 25,000 a 25,000 25,786 25,786 Connecticut 5.75 6/15/10 30,000 a 30,000 32,178 32,178 Connecticut 5.25 12/15/10 50,000 50,000 53,280 53,280 Connecticut 6.12 12/15/10 1,250,000 b,c 1,250,000 1,414,012 1,414,012 Connecticut 7.12 6/15/11 1,500,000 b,c 1,500,000 1,717,815 1,717,815 Connecticut 5.59 3/15/12 5,000,000 b,c 5,000,000 5,294,850 5,294,850 Connecticut 5.13 11/15/13 1,500,000 1,500,000 1,604,535 1,604,535 Connecticut (Insured; FGIC) 5.00 8/15/21 2,000,000 2,000,000 2,134,920 2,134,920 Connecticut (Insured; FSA) 5.00 10/15/21 3,500,000 3,500,000 3,732,470 3,732,470 Connecticut (Insured; MBIA) 5.25 3/15/10 5,100,000 5,100,000 5,260,038 5,260,038 Connecticut (Insured; MBIA) 5.38 12/15/10 4,100,000 4,100,000 4,391,715 4,391,715 Connecticut (Insured; MBIA) 5.25 10/15/13 7,915,000 a 1,600,000 a 9,515,000 8,713,703 1,761,456 10,475,159 Connecticut (Insured; MBIA) 5.25 10/15/13 2,000,000 a 2,000,000 2,201,820 2,201,820 Connecticut, Airport Revenue (Bradley International Airport) (Insured; FGIC) 5.25 10/1/13 30,000 30,000 31,956 31,956 Connecticut, Airport Revenue (Bradley International Airport) (Insured; FGIC) 6.10 10/1/13 2,750,000 b,c 2,750,000 3,108,600 3,108,600 Connecticut, Airport Revenue (Bradley International Airport) (Insured; FGIC) 5.25 10/1/16 20,000 20,000 21,174 21,174 Connecticut, Airport Revenue (Bradley International Airport) (Insured; FGIC) 6.10 10/1/16 2,225,000 b,c 2,225,000 2,486,304 2,486,304 Connecticut, Airport Revenue (Bradley International Airport) (Insured; FGIC) 5.25 10/1/17 2,275,000 2,275,000 2,401,945 2,401,945 Connecticut, Clean Water Fund Revenue 5.13 9/1/09 3,050,000 a 3,050,000 3,212,199 3,212,199 Connecticut, Clean Water Fund Revenue 5.25 7/15/12 15,000 15,000 15,760 15,760 Connecticut, Clean Water Fund Revenue 6.08 7/15/12 4,850,000 b,c 4,850,000 5,341,499 5,341,499 Connecticut, Special Tax Obligation (Transportation Infrastructure Purposes) 5.25 9/1/07 1,115,000 1,115,000 1,130,911 1,130,911 Connecticut, Special Tax Obligation (Transportation Infrastructure Purposes) 5.38 9/1/08 2,500,000 2,500,000 2,582,625 2,582,625 Connecticut, Special Tax Obligation (Transportation Infrastructure Purposes) 7.13 6/1/10 3,400,000 3,400,000 3,745,066 3,745,066 Connecticut, Special Tax Obligation (Transportation Infrastructure Purposes) (Insured; AMBAC) 5.25 7/1/19 4,585,000 4,585,000 5,225,937 5,225,937 Connecticut, Special Tax Obligation (Transportation Infrastructure Purposes) (Insured; FSA) 5.50 11/1/07 4,580,000 4,580,000 4,669,951 4,669,951 Connecticut, Special Tax Obligation (Transportation Infrastructure Purposes) (Insured; FSA) 5.50 11/1/07 2,000,000 2,000,000 2,039,280 2,039,280 Connecticut, Special Tax Obligation (Transportation Infrastructure Purposes) (Insured; FSA) 5.50 11/1/12 4,180,000 4,180,000 4,616,559 4,616,559 Connecticut, Special Tax Obligation (Transportation Infrastructure Purposes) (Insured; FSA) 5.38 7/1/13 1,000,000 1,000,000 1,092,350 1,092,350 Connecticut, Special Tax Obligation (Transportation Infrastructure Purposes) (Insured; FSA) 5.38 7/1/20 2,000,000 2,000,000 2,170,260 2,170,260 Connecticut, Special Tax Obligation (Transportation Infrastructure Purposes) (Insured; MBIA) 5.25 9/1/07 1,360,000 1,360,000 1,379,516 1,379,516 Connecticut Development Authority, First Mortgage Gross Revenue (Church Homes, Inc. Congregational Avery Heights Project) 5.70 4/1/12 1,990,000 1,990,000 2,038,098 2,038,098 Connecticut Development Authority, First Mortgage Gross Revenue (The Elim Park Baptist Home Inc. Project) 5.38 12/1/11 1,765,000 1,765,000 1,791,546 1,791,546 Connecticut Development Authority, Revenue (Duncaster Project) (Insured; Radian) 5.50 8/1/11 2,405,000 2,405,000 2,573,206 2,573,206 Connecticut Development Authority, Airport Facility Revenue (Learjet Inc. Project) 7.95 4/1/26 2,300,000 2,300,000 2,775,157 2,775,157 Connecticut Development Authority, First Mortgage Gross Revenue (Church Homes Inc., Congregational Avery Heights Project) 5.80 4/1/21 3,000,000 3,000,000 3,063,210 3,063,210 Connecticut Development Authority, First Mortgage Gross Revenue (The Elim Park Baptist Home, Inc. Project) 5.38 12/1/18 2,300,000 2,300,000 2,360,973 2,360,973 Connecticut Development Authority, First Mortgage Gross Revenue (The Elim Park Baptist Home, Inc. Project) 5.75 12/1/23 1,000,000 1,000,000 1,071,910 1,071,910 Connecticut Development Authority, PCR (Connecticut Light and Power Co. Project) 5.85 9/1/28 3,200,000 3,200,000 3,353,120 3,353,120 Connecticut Development Authority, PCR (Connecticut Light and Power Co. Project) 5.95 9/1/28 1,945,000 1,945,000 2,033,186 2,033,186 Connecticut Development Authority, Water Facilities Revenue (Bridgeport Hydraulic Co. Project) (Insured; AMBAC) 6.15 4/1/35 2,750,000 2,750,000 2,832,583 2,832,583 Connecticut Health and Educational Facilities Authority, Revenue (Canterbury School Issue) (Insured; Radian) 5.00 7/1/31 1,000,000 1,000,000 1,050,390 1,050,390 Connecticut Health and Educational Facilities Authority, Revenue (Children's Medical Center) (Insured; MBIA) 5.00 7/1/21 1,045,000 1,045,000 1,117,272 1,117,272 Connecticut Health and Educational Facilities Authority, Revenue (Danbury Hospital Issue) (Insured; AMBAC) 5.75 7/1/29 3,000,000 3,000,000 3,181,830 3,181,830 Connecticut Health and Educational Facilities Authority, Revenue (Eastern Connecticut Health Network Issue) (Insured; Radian) 5.13 7/1/30 1,500,000 1,500,000 1,591,440 1,591,440 Connecticut Health and Educational Facilities Authority, Revenue (Griffin Hospital Issue) (Insured; Radian) 5.00 7/1/23 1,280,000 1,280,000 1,353,203 1,353,203 Connecticut Health and Educational Facilities Authority, Revenue (Hospital for Special Care) 5.13 7/1/07 400,000 400,000 400,932 400,932 Connecticut Health and Educational Facilities Authority, Revenue (Hospital for Special Care Issue) (Insured; ACA) 5.38 7/1/17 3,680,000 3,680,000 3,779,139 3,779,139 Connecticut Health and Educational Facilities Authority, Revenue (Loomis Chaffee School Project) 5.25 7/1/11 3,000,000 a 3,000,000 3,248,940 3,248,940 Connecticut Health and Educational Facilities Authority, Revenue (Loomis Chaffee School Project) 5.50 7/1/11 2,150,000 a 2,150,000 2,351,348 2,351,348 Connecticut Health and Educational Facilities Authority, Revenue (Loomis Chaffee School Project) 5.25 7/1/21 900,000 900,000 957,069 957,069 Connecticut Health and Educational Facilities Authority, Revenue (Loomis Chaffee School Issue) (Insured; AMBAC) 5.25 7/1/28 1,760,000 1,760,000 2,055,627 2,055,627 Connecticut Health and Educational Facilities Authority, Revenue (New Britain General Hospital Issue) (Insured; AMBAC) 6.13 7/1/14 1,000,000 1,000,000 1,001,880 1,001,880 Connecticut Health and Educational Facilities Authority, Revenue (Nursing Home Program-3030 Park Fairfield Health Center) 6.25 11/1/21 2,500,000 2,500,000 2,550,000 2,550,000 Connecticut Health and Educational Facilities Authority, Revenue (Sacred Heart University Issue) 6.13 7/1/07 1,000,000 a 1,000,000 1,035,580 1,035,580 Connecticut Health and Educational Facilities Authority, Revenue (Stamford Hospital) (Insured; MBIA) 5.20 7/1/07 2,210,000 2,210,000 2,234,067 2,234,067 Connecticut Health and Educational Facilities Authority, Revenue (Trinity College Issue) (Insured; MBIA) 5.00 7/1/22 1,000,000 1,000,000 1,072,580 1,072,580 Connecticut Health and Educational Facilities Authority, Revenue (University of Hartford Issue) (Insured; Radian) 5.00 7/1/17 1,220,000 1,220,000 1,316,441 1,316,441 Connecticut Health and Educational Facilities Authority, Revenue (University of Hartford Issue) (Insured; Radian) 5.50 7/1/22 2,000,000 2,000,000 2,183,100 2,183,100 Connecticut Health and Educational Facilities Authority, Revenue (University of Hartford Issue) (Insured; Radian) 5.63 7/1/26 4,200,000 4,200,000 4,579,638 4,579,638 Connecticut Health and Educational Facilities Authority, Revenue (University of Hartford Issue) (Insured; Radian) 5.25 7/1/36 5,510,000 5,510,000 5,949,533 5,949,533 Connecticut Health and Educational Facilities Authority, Revenue (William W. Backus Hospital Issue) (Insured; AMBAC) 5.75 7/1/07 2,500,000 a 2,500,000 2,585,375 2,585,375 Connecticut Health and Educational Facilities Authority, Revenue (Windham Community Memorial Hospital) (Insured; ACA) 5.75 7/1/11 530,000 530,000 542,132 542,132 Connecticut Health and Educational Facilities Authority, Revenue (Windham Community Memorial Hospital) (Insured; ACA) 6.00 7/1/20 1,000,000 1,000,000 1,022,800 1,022,800 Connecticut Health and Educational Facilities Authority, Revenue (Yale University Issue) 5.13 7/1/27 5,400,000 5,400,000 5,579,550 5,579,550 Connecticut Health and Educational Facilities Authority, Revenue (Yale-New Haven Hospital Issue) (Insured; AMBAC) 5.00 7/1/25 1,500,000 1,500,000 1,613,595 1,613,595 Connecticut Health and Educational Facilities Authority, Revenue (Yale-New Haven Hospital Issue) (Insured; AMBAC) 5.00 7/1/31 5,000,000 5,000,000 5,357,950 5,357,950 Connecticut Higher Education Supplemental Loan Authority, Revenue (Family Education Loan Program) 5.50 11/15/06 640,000 a 640,000 653,126 653,126 Connecticut Higher Education Supplemental Loan Authority, Revenue (Family Education Loan Program) 5.60 11/15/06 685,000 a 685,000 699,077 699,077 Connecticut Higher Education Supplemental Loan Authority, Revenue (Family Education Loan Program) (Insured; AMBAC) 5.63 11/15/11 415,000 415,000 416,303 416,303 Connecticut Higher Education Supplemental Loan Authority, Senior Revenue (Connecticut Family Education Loan Program) (Insured; MBIA) 4.50 11/15/20 1,955,000 1,955,000 1,979,281 1,979,281 Connecticut Higher Education Supplemental Loan Authority, Senior Revenue (Connecticut Family Education Loan Program) (Insured; MBIA) 4.80 11/15/22 4,000,000 4,000,000 4,112,280 4,112,280 Connecticut Housing Finance Authority (Housing Mortgage Finance Program) 4.45 5/15/14 1,000,000 1,000,000 1,010,380 1,010,380 Connecticut Housing Finance Authority (Housing Mortgage Finance Program) 5.00 11/15/21 3,290,000 3,290,000 3,409,756 3,409,756 Connecticut Housing Finance Authority (Housing Mortgage Finance Program) 5.05 11/15/21 4,925,000 4,925,000 5,054,971 5,054,971 Connecticut Housing Finance Authority (Housing Mortgage Finance Program) 4.65 11/15/27 1,380,000 1,380,000 1,411,257 1,411,257 Connecticut Housing Finance Authority (Housing Mortgage Finance Program) 6.00 11/15/27 4,000,000 4,000,000 4,082,960 4,082,960 Connecticut Housing Finance Authority (Housing Mortgage Finance Program) 4.50 5/15/28 7,300,000 7,300,000 7,351,100 7,351,100 Connecticut Housing Finance Authority (Housing Mortgage Finance Program) 5.45 11/15/29 5,805,000 5,805,000 5,958,658 5,958,658 Connecticut Housing Finance Authority (Housing Mortgage Finance Program) 5.00 11/15/35 2,500,000 2,500,000 2,547,175 2,547,175 Connecticut Housing Finance Authority (Housing Mortgage Finance Program) 5.15 11/15/36 5,000,000 5,000,000 5,195,800 5,195,800 Connecticut Resource Recovery Authority, Mid-Connecticut System Subordinated Revenue 5.50 11/15/10 1,000,000 a 1,000,000 1,067,520 1,067,520 Connecticut Resource Recovery Authority, RRR (American Ref Fuel Co.) 5.50 11/15/15 1,000,000 1,000,000 1,035,320 1,035,320 Connecticut Resources Recovery Authority, RRR (American Ref-Fuel Co. of Southeastern Connecticut Project) 5.50 11/15/15 3,250,000 3,250,000 3,355,560 3,355,560 Eastern Connecticut Resource Recovery Authority (Wheelabrator Lisbon Project) 5.50 1/1/14 8,050,000 8,050,000 8,088,640 8,088,640 Eastern Connecticut Resource Recovery Authority (Wheelabrator Lisbon Project) 5.50 1/1/20 7,000,000 7,000,000 7,004,410 7,004,410 Fairfield 5.50 4/1/11 2,030,000 2,030,000 2,197,780 2,197,780 Greater New Haven Water Pollution Control Authority, Regional Wastewater System Revenue (Insured; MBIA) 5.00 11/15/25 1,335,000 1,335,000 1,429,652 1,429,652 Greenwich Housing Authority, MFHR (Greenwich Close Apartments) 6.25 9/1/17 2,840,000 2,000,000 4,840,000 2,963,171 2,086,740 5,049,911 Greenwich Housing Authority, MFHR (Greenwich Close Apartments) 6.35 9/1/27 2,000,000 2,000,000 2,087,240 2,087,240 Hamden (Insured; MBIA) 5.25 8/15/11 265,000 a 265,000 289,698 289,698 Hamden (Insured; MBIA) 5.25 8/15/14 730,000 730,000 795,021 795,021 Hamden (Insured; MBIA) 5.25 8/15/14 5,000 5,000 5,556 5,556 Hartford, Parking System Revenue 6.40 7/1/10 1,000,000 a 1,000,000 1,093,840 1,093,840 Hartford, Parking System Revenue 6.50 7/1/10 1,500,000 a 1,500,000 1,645,650 1,645,650 Meriden, GO (Insured; MBIA) 5.00 8/1/16 2,090,000 2,090,000 2,309,325 2,309,325 Middletown 5.00 4/15/08 1,760,000 1,760,000 1,799,002 1,799,002 New Haven, Air Rights Parking Facility Revenue (Insured; AMBAC) 5.38 12/1/11 1,165,000 1,165,000 1,261,194 1,261,194 South Central Connecticut Regional Water Authority, Water System Revenue (Insured; MBIA) 5.00 8/1/30 3,000,000 3,000,000 3,197,790 3,197,790 Sprague, EIR (International Paper Co. Project) 5.70 10/1/21 1,350,000 1,350,000 1,391,053 1,391,053 Stamford 6.60 1/15/10 2,750,000 2,750,000 3,011,002 3,011,002 Stamford, Water Pollution Control System and Facility Revenue (Insured; AMBAC) 4.75 9/15/36 8,585,000 8,585,000 8,952,438 8,952,438 University of Connecticut (Insured; FGIC) 5.75 3/1/10 1,770,000 a 1,850,000 a 3,620,000 1,909,653 1,995,965 3,905,618 University of Connecticut (Insured; FGIC) 5.75 3/1/10 2,500,000 a 2,500,000 2,697,250 2,697,250 University of Connecticut (Insured; FGIC) 5.00 2/15/25 1,000,000 1,000,000 1,075,690 1,075,690 University of Connecticut (Insured; FSA) 5.00 2/15/24 1,225,000 1,225,000 1,311,963 1,311,963 University of Connecticut (Insured; MBIA) 5.13 2/15/20 1,000,000 1,000,000 1,076,050 1,076,050 University of Connecticut, GO (Insured; FGIC) 5.00 2/15/24 2,100,000 2,100,000 2,264,010 2,264,010 University of Connecticut, Special Obligation Student Fee Revenue (Insured; FGIC) 5.75 11/15/10 2,500,000 a 2,500,000 2,730,350 2,730,350 University of Connecticut, Special Obligation Student Fee Revenue (Insured; FGIC) 6.00 11/15/10 2,425,000 a 2,425,000 2,670,119 2,670,119 University of Connecticut, Special Obligation Student Fee Revenue (Insured; FGIC) 6.00 11/15/10 2,000,000 a 2,000,000 2,202,160 2,202,160 University of Connecticut, Special Obligation Student Fee Revenue (Insured; FGIC) 5.25 11/15/21 1,755,000 1,755,000 1,912,055 1,912,055 Waterbury, GO Tax Revenue (Special Capital Reserve Fund) (Insured; FSA) 5.00 4/1/13 1,000,000 1,000,000 1,077,760 1,077,760 Weston 5.25 7/15/15 1,000,000 a 1,000,000 1,116,770 1,116,770 Westport 5.00 8/15/16 1,500,000 1,500,000 1,643,520 1,643,520 Westport 5.00 8/15/17 2,000,000 2,000,000 2,186,280 2,186,280 U.S. Related--28.9% Children's Trust Fund of Puerto Rico, Tobacco Settlement Asset-Backed Bonds 5.75 7/1/10 1,500,000 a 1,500,000 1,615,380 1,615,380 Children's Trust Fund of Puerto Rico, Tobacco Settlement Asset-Backed Bonds 5.75 7/1/10 1,300,000 a 1,300,000 1,399,996 1,399,996 Children's Trust Fund of Puerto Rico, Tobacco Settlement Asset-Backed Bonds 5.75 7/1/10 4,000,000 a 4,000,000 4,307,680 4,307,680 Children's Trust Fund of Puerto Rico, Tobacco Settlement Asset-Backed Bonds 6.00 7/1/10 5,000,000 a 5,000,000 5,425,450 5,425,450 Children's Trust Fund of Puerto Rico, Tobacco Settlement Asset-Backed Bonds 5.38 5/15/33 3,440,000 3,440,000 3,614,442 3,614,442 Children's Trust Fund of Puerto Rico, Tobacco Settlement Asset-Backed Bonds 5.50 5/15/39 6,000,000 6,000,000 6,292,620 6,292,620 Children's Trust Fund of Puerto Rico, Tobacco Settlement Asset-Backed Bonds 0.00 5/15/50 12,000,000 12,000,000 822,840 822,840 Guam Economic Development Authority, Tobacco Settlement Asset-Backed Bonds 0/5.20 5/15/12 795,000 d 795,000 779,863 779,863 Guam Economic Development Authority, Tobacco Settlement Asset-Backed Bonds 0/5.45 5/15/16 1,445,000 d 1,445,000 1,412,444 1,412,444 Guam Economic Development Authority, Tobacco Settlement Asset-Backed Bonds 5.00 5/15/22 170,000 170,000 172,392 172,392 Guam Waterworks Authority, Water and Wastewater System Revenue 5.50 7/1/16 1,000,000 1,000,000 1,069,930 1,069,930 Puerto Rico Commonwealth (Insured; MBIA) 6.66 7/1/12 2,000,000 b,c 2,000,000 2,402,380 2,402,380 Puerto Rico Commonwealth (Insured; MBIA) 6.66 7/1/13 3,950,000 b,c 3,950,000 4,854,511 4,854,511 Puerto Rico Commonwealth (Insured; MBIA) 5.65 7/1/15 6,690,000 6,690,000 7,646,670 7,646,670 Puerto Rico Commonwealth, Public Improvement 5.25 7/1/25 1,500,000 1,500,000 1,625,850 1,625,850 Puerto Rico Commonwealth, Public Improvement 5.25 7/1/26 3,000,000 3,000,000 3,244,260 3,244,260 Puerto Rico Commonwealth, Public Improvement (Insured; FGIC) 5.50 7/1/16 3,270,000 3,270,000 3,748,826 3,748,826 Puerto Rico Commonwealth, Public Improvement (Insured; FSA) 5.25 7/1/12 2,600,000 2,600,000 2,828,436 2,828,436 Puerto Rico Commonwealth, Public Improvement Insured; MBIA) 5.50 7/1/12 50,000 50,000 55,030 55,030 Puerto Rico Commonwealth, Public Improvement (Insured; MBIA) 5.50 7/1/13 100,000 100,000 111,449 111,449 Puerto Rico Commonwealth, Public Improvement (Insured; MBIA) 5.25 7/1/14 3,925,000 1,000,000 4,925,000 4,356,711 1,109,990 5,466,701 Puerto Rico Commonwealth, Public Improvement (Insured; MBIA) 6.00 7/1/15 2,000,000 2,000,000 2,347,200 2,347,200 Puerto Rico Electric Power Authority, Power Revenue 5.00 7/1/11 1,500,000 1,500,000 1,580,505 1,580,505 Puerto Rico Electric Power Authority, Power Revenue 5.13 7/1/29 3,000,000 3,000,000 3,170,460 3,170,460 Puerto Rico Electric Power Authority, Power Revenue (Insured; FSA) 5.13 7/1/26 4,410,000 4,410,000 4,704,941 4,704,941 Puerto Rico Electric Power Authority, Power Revenue (Insured; FSA) 5.25 7/1/29 8,000,000 8,000,000 8,482,560 8,482,560 Puerto Rico Electric Power Authority, Power Revenue (Insured; MBIA) 6.13 7/1/09 4,000,000 4,000,000 4,266,480 4,266,480 Puerto Rico Government Development Bank, Senior Notes 5.00 12/1/2014 2,000,000 2,000,000 2,149,340 2,149,340 Puerto Rico Highway and Transportation Authority, Highway Revenue 5.50 7/1/36 10,000,000 10,000,000 11,094,800 11,094,800 Puerto Rico Highway and Transportation Authority, Highway Revenue (Insured; MBIA) 5.50 7/1/13 10,000 10,000 10,957 10,957 Puerto Rico Highway and Transportation Authority, Highway Revenue (Insured; MBIA) 6.64 7/1/13 2,290,000 b,c 2,290,000 2,728,443 2,728,443 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities Financing Authority, Revenue (Teachers Retirement System) 5.50 7/1/21 800,000 800,000 817,152 817,152 Puerto Rico Infrastructure Financing Authority, Special Tax Revenue 5.50 7/1/28 5,000,000 e 5,000,000 6,026,700 6,026,700 Puerto Rico Infrastructure Financing Authority, Special Tax Revenue (Insured; AMBAC) 0.00 7/1/35 7,900,000 7,900,000 2,230,249 2,230,249 University of Puerto Rico, University Revenue (Insured; MBIA) 5.50 6/1/15 5,000,000 5,000,000 5,044,950 5,044,950 Virgin Islands Public Finance Authority, Revenue, Virgin Islands Gross Receipts Taxes Loan Note 5.63 10/1/10 665,000 665,000 685,834 685,834 Virgin Islands Public Finance Authority, Revenue, Virgin Islands Gross Receipts Taxes Loan Note 6.38 10/1/19 2,000,000 3,000,000 5,000,000 2,202,580 3,303,870 5,506,450 Virgin Islands Public Finance Authority, Revenue, Virgin Islands Matching Loan Notes 5.50 10/1/08 1,500,000 1,500,000 1,545,390 1,545,390 Virgin Islands Water and Power Authority, Electric System Revenue 5.30 7/1/21 1,750,000 1,750,000 1,777,510 1,777,510 ---------------------------------------- Total Long-Term Municipal Investments (cost $273,455,755 and $128,774,772 respectively) 288,696,000 133,219,473 421,915,473 Short-Term Municipal Investments--.9% - ----------------------------------------------------------------------------------------------------------------------------------- Connecticut; Connecticut Health and Educational Facilities Authority, Revenue (Quinnipiac University Issue) (Insured; Radian and Liquidity Facility; JPMorgan Chase Bank) 3.58 11/1/06 2,000,000 f 2,000,000 2,000,000 Connecticut Health and Educational Facilities Authority, Revenue (Quinnipiac University Issue) (LOC; JPMorgan Chase Bank) 3.56 11/1/06 1,900,000 f 1,900,000 1,900,000 ---------------------------------------- 3,900,000 0.00 3,900,000 292,596,000 133,219,473 425,815,473 Total Short-Term Municipal Investments (cost $3,900,000 and $0.00 respectively) Total Investments-100.0% (cost $277,355,755 and $128,774,772 respectively)
* | Management does not anticipate having to sell any securities as a result of the Exchange. |
a | These securities are prerefunded; the date shown represents the prerefunded date. Bonds which are prerefunded are collateralized by U.S. Government securities which are held in escrow and are used to pay principal and interest on the municipal issue and to retire the bonds in full at the earliest refunding date. |
b | Inverse floater security--the interest rate is subject to change periodically. |
c | Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2006, these securities amounted to $29,348,414 or 6.9% of total investments. |
d | Zero coupon until a specified date at which time the stated coupon rate becomes effective until maturity. |
e | Purchased on a delayed delivery basis. |
f | Securities payable on demand. Variable interest rate--subject to periodic change. |
Summary of Abbreviations
ACA AGIC ARRN BIGI CGIC CIFG COP EDR FGIC FHLB FNMA GAN GNMA HR IDC LOC LR MFHR PCR RAC RAW SAAN SFHR SONYMA TAN TRAN | American Capital Access Asset Guaranty Insurance Company Adjustable Rate Receipt Notes Bond Investors Guaranty Insurance Capital Guaranty Insurance Company CDC Ixis Financial Guaranty Certificate of Participation Economic Development Revenue Financial Guaranty Insurance Company Federal Home Loan Bank Federal National Mortgage Association Grant Anticipation Notes Government National Mortgage Association Hospital Revenue Industrial Development Corporation Letter of Credit Lease Revenue Multi-Family Housing Revenue Pollution Control Revenue Revenue Anticipation Certificates Revenue Anticipation Warrants State Aid Anticipation Notes Single Family Housing Revenue State of New York Mortgage Agency Tax Anticipation Notes Tax and Revenue Anticipation Notes | AGC AMBAC BAN BPA CIC CMAC CP EIR FHA FHLMC FSA GIC GO IDB IDR LOR MBIA MFMR PILOT RAN RRR SBPA SFMR SWDR TAW XLCA | ACE Guaranty Corporation American Municipal Bond Assurance Corporation Bond Anticipation Notes Bond Purchase Agreement Continental Insurance Company Capital Market Assurance Corporation Commercial Paper Environmental Improvement Revenue Federal Housing Administration Federal Home Loan Mortgage Corporation Financial Security Assurance Guaranteed Investment Contract General Obligation Industrial Development Board Industrial Development Revenue Limited Obligation Revenue Municipal Bond Investors Assurance Insurance Corporation Multi-Family Mortgage Revenue Payment in Lieu of Taxes Revenue Anticipation Notes Resources Recovery Revenue Standby Bond Purchase Agreement Single Family Mortgage Revenue Solid Waste Disposal Revenue Tax Anticipation Warrants XL Capital Assurance |
Dreyfus Premier Dreyfus State Municipal Connecticut Bond Fund Intermediate Connecticut Municipal Series Bond Fund -------------------------------------- Summary of Combined Ratings (Unaudited) Value (%)+ Fitch Moody's Standard & Poor's - ----------------------------------------------------------------------------------------------------------------- AAA Aaa AAA 63.1 61.2 AA Aa AA 6.3 16.3 A A A 7.1 1.6 BBB Baa BBB 17.6 18.2 BB Ba BB 1.0 1.1 F1 MIG1/P1 SP1/A1 1.3 Not Rated g Not Rated g Not Rated g 3.6 1.6 -------------------------------------- 100.0 100.0 + Based on total investments. g Securities which, while not rated by Fitch, Moody's and Standard & Poor's, have been determined by the Manager to be of comparable quality to those rated securities in which the fund may invest.
See notes to financial statements.
Pro Forma Statement of Assets and Liabilities
October 31, 2006 (Unaudited)
Dreyfus Premier State Municipal Bond Fund, Dreyfus Premier Dreyfus Connecticut Series State Municipal Connecticut Pro Forma Bond Fund, Intermediate Combined Connecticut Series Municipal Bond Fund Adjustments (Note 1) --------------------------- ---------------------- ----------------- ------------------ ASSETS: Investments in securities, at value - See Statement of Investments * $ 292,596,000 $ 133,219,473 $ 425,815,473 Cash 2,417,421 - (1,085,702) 1,331,719 Interest receivable 4,308,420 1,911,250 6,219,670 Receivable for investment securities sold 602,775 - 602,775 Receivable for shares of Beneficial Interest subscribed 32,280 - 32,280 Prepaid expenses 13,266 5,815 19,081 --------------------------- ---------------------- ----------------- ------------------ Total Assets 299,970,162 135,136,538 (1,085,702) 434,020,998 --------------------------- ---------------------- ----------------- ------------------ LIABILITIES: Due to The Dreyfus Corporation and affiliates 216,438 67,074 283,512 Cash overdraft due to Custodian - 1,085,702 (1,085,702) - Payable for investment securities purchased 5,932,281 1,820,033 7,752,314 Payable for shares of Beneficial Interest redeemed 165,655 - 165,655 Accrued expenses 57,791 41,578 99,369 --------------------------- ---------------------- ----------------- ------------------ Total Liabilities 6,372,165 3,014,387 (1,085,702) 8,300,850 --------------------------- ---------------------- ----------------- ------------------ NET ASSETS $ 293,597,997 $ 132,122,151 - $ 425,720,148 =========================== ======================= ================= ================== COMPOSITION OF NET ASSETS: Paid-in capital $ 279,000,644 $ 128,612,914 $ 407,613,558 Accumulated net realized gain (loss) on investments (642,892) (935,464) (1,578,356) Accumulated net unrealized appreciation (depreciation) on investments 15,240,245 4,444,701 19,684,946 --------------------------- ---------------------- ----------------- ------------------ NET ASSETS $ 293,597,997 $ 132,122,151 $ 425,720,148 =========================== ======================= ================= ================== Class A Shares (unlimited number of $.001 par value shares authorized) Net Assets $ 260,543,982 $ - 260,543,982 Shares outstanding 21,796,626 - 21,796,626 Net asset value, and redemption price per share $ 11.95 $ - $ 11.95 =========================== ======================= ================= ================== Maximum offering price per share (net asset value plus maximum sales charge) $ 12.52 $ - $ 12.52 =========================== ======================= ================== Class B Shares (unlimlited number of $.001 par value shares authorized) Net Assets $ 21,277,067 $ - 21,277,067 Shares outstanding 1,781,470 - 1,781,470 Net asset value, offering price and redemption $ - price per share $ 11.94 $ 11.94 =========================== ======================= ================== Class C Shares (unlimited number of $.001 par value shares authorized) Net Assets $ 11,776,948 $ - 11,776,948 Shares outstanding 986,874 - 986,874 Net asset value, offering price and redemption price per share $ 11.93 $ - $ 11.93 =========================== ====================== ================== Class Z Shares (unlimited number of $.001 par value shares authorized) Net Assets $ - $ 132,122,151 132,122,151 Shares outstanding - 9,572,502 1,483,745 11,056,247 Net asset value, offering price and redemption price per share - $ 13.80 $ 11.95 =========================== ======================= ================== * Investments in securities, at cost $277,355,755 $ 128,774,772 $406,130,527 ==================
See notes to pro forma financial statements.
Pro Forma Statement of Operations
For the Twelve Months Ended October 31, 2006 (Unaudited)
Dreyfus Premier State Municipal Bond Fund, Dreyfus Premier Dreyfus Connecticut Series State Municipal Connecticut Pro Forma Bond Fund, Intermediate Combined Connecticut Series Municipal Bond Fund Adjustments (Note 1) --------------------------- ---------------------- ---------------------- -------------------- INVESTMENT INCOME: Interest Income $ 15,319,722 $ 6,203,911 $ 21,523,633 Expenses: Management fee $ 1,630,755 $ 803,220 $ (66,935) (a) 2,367,040 Shareholder servicing costs 874,588 115,015 - 989,603 Distribution fees 209,689 - - 209,689 Professional fees 36,293 55,272 (47,500) (a) 44,065 Prospectus and shareholders' 20,927 10,532 (4,000) (a) 27,459 reports Custodian fees 33,138 15,565 (6,100) (a) 42,603 Trustees' fees and expenses 7,700 17,444 (14,000) (a) 11,144 Registration fees 20,688 11,207 (8,200) (a) 23,695 Loan commitment fees 1,881 840 2,721 Miscellaneous 31,226 18,495 (8,500) (a) 41,221 ------------------ ------------------ ------------- ---------------- Total Expenses 2,866,885 1,047,590 (155,235) 3,759,240 ------------------ ------------------ ------------- ---------------- Less- reduction in management fee due to undertaking - (13,239) 13,239 (b) - Less-reduction in custody fees due to earnings credits (3,502) (6,640) (10,142) Net Expenses 2,863,383 1,027,711 (141,996) 3,749,098 ------------------ ------------------ ------------- ---------------- NET INVESTMENT INCOME 12,456,339 5,176,200 141,996 17,774,535 ------------------ ------------------ ------------- ---------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments $ 3,117,142 (204,871) $ 2,912,271 Net unrealized appreciation (depreciation) on investments (2,291,642) 640,730 (1,650,912) ------------------ ------------------ ------------- ---------------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 825,500 435,859 1,261,359 ------------------ ------------------ ------------- ---------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 13,281,839 $ 5,612,059 $ 141,996 $ 19,035,894 ===================== ================== ============ ================= (a) Reflects the anticipated savings as a result of the Merger. (b) Reflects reduction of expense undertaken.
See notes to pro forma financial statements.
Dreyfus Premier State Municipal Bond Fund, Connecticut Series
NOTES TO PRO FORMA FINANCIAL STATEMENTS (Unaudited)
NOTE 1 — Basis of Combination:
At special meetings of the Board held on November 8, 2006 and November 15, 2006, the Board of Trustees/Directors of Dreyfus Connecticut Intermediate Municipal Bond Fund and Dreyfus Premier State Municipal Bond Fund, each approved an Agreement and Plan of Reorganization pursuant to which, subject to approval by the shareholders of Dreyfus Connecticut Intermediate Municipal Bond Fund (the “Fund”), the Fund will transfer all of its assets, subject to its liabilities, to Dreyfus Premier State Municipal Bond Fund, Connecticut Series (the “Acquiring Fund”), a series of Dreyfus Premier State Municipal Bond Fund. Fund shares will be exchanged for a number of shares of the Acquiring Fund equal in value to the assets less liabilities of the Fund (the “Exchange”). Shares of the Acquiring Fund then will be distributed to the Fund shareholders on a pro rata basis in liquidation of the Fund. Prior to the Exchange the Acquiring Fund will create Class Z shares. Fund shareholders will receive Acquiring Fund Class Z shares in the Exchange.
The Exchange will be accounted for as a tax-free merger of investment companies. The unaudited pro forma statement of investments and statement of assets and liabilities reflect the financial position of the Acquiring Fund and the Fund at October 31, 2006. The unaudited pro forma statement of operations reflects the results of operations of the Acquiring Fund and the Fund for the twelve months ended October 31, 2006. These statements have been derived from the Fund’s and the Acquiring Fund’s respective books and records utilized in calculating daily net asset value at the dates indicated above under accounting principles generally accepted in the United States. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets. The historical cost of investment securities will be carried forward to the surviving entity and results of operations of the Acquiring Fund for pre-combination periods will not be restated. The fiscal year ends are April 30 for the Acquiring Fund and March 31 for the Fund.
The pro forma statements of investments, assets and liabilities and operations should be read in conjunction with the historical financial statements of the Fund and the Acquiring Fund included or incorporated by reference in the respective Statements of Additional Information. The pro forma combined financial statements are presented for information only and may not necessarily be representative of what the actual combined financial statements would have been had the reorganization occurred at October 31, 2006. The proforma financial statements were prepared in accordance with accounting principles generally accepted in the United States, which may require the use of management estimates and assumptions. Actual results could differ from those estimates. Following the proposed merger, the Acquiring Fund will be the accounting survivor.
All costs with respect to the Exchange will be borne by The Dreyfus Corporation.
The funds enter into contracts that contain a variety of indemnifications. The funds’ maximum exposure under these arrangements is unknown. The funds do not anticipate recognizing any loss related to these arrangements.
NOTE 2 — Portfolio Valuation:
Investments in securities are valued each business day by an independent pricing service (the “Service”) approved by the respective Fund’s Board of Trustees/Directors. Investments for which quoted bid prices are readily available and are representative of the bid side of the market in the judgment of the Service are valued at the mean between the quoted bid prices (as obtained by the Service from dealers in such securities) and asked prices (as calculated by the Service based upon its evaluation of the market for such securities). Other investments (which constitute a majority of the portfolio securities) are carried at fair value as determined by the Service, based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. Securities for which there are no such valuations are valued at fair value as determined in good faith under the direction of the respective Board.
NOTE 3 — Capital Shares:
The pro forma number of shares that would be issuable was calculated by dividing the net assets of the Fund at October 31, 2006 by Class Z shares net asset value per share of the Acquiring Fund on October 31, 2006.
NOTE 4 — Pro Forma Operating Expenses:
The accompanying pro forma statement of operations reflects changes in fund expenses as if the merger had taken place on November 1, 2005.
NOTE 5 — Federal Income Taxes:
Each fund has elected to be taxed as a “regulated investment company” under the Internal Revenue Code. After the Exchange, the Acquiring Fund intends to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from all, or substantially all, federal income taxes.
The identified cost of investments for the funds is substantially the same for both financial accounting and federal income tax purposes. The tax cost of investments will remain unchanged for the combined entity.
DREYFUS MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND
c/o The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Shareholder:
As a shareholder of Dreyfus Massachusetts Intermediate Municipal Bond Fund (the "Fund"), you are being asked to vote on an Agreement and Plan of Reorganization to allow the Fund to transfer all of its assets in a tax-free reorganization to the Massachusetts Series (the "Acquiring Fund") of Dreyfus Premier State Municipal Bond Fund in exchange for Class Z shares of the Acquiring Fund and the assumption by the Acquiring Fund of the Fund's stated liabilities. The Acquiring Fund, like the Fund, normally invests substantially all of its assets in municipal bonds that provide income exempt from federal and Massachusetts state personal income taxes. The Acquiring Fund has more assets than the Fund. In addition, the Acquiring Fund's Class Z shares have a lower total expense ratio and a better performance record than the Fund. The Dreyfus Corporation ("Dreyfus") is the investment adviser to the Acquiring Fund and the Fund.
If the Agreement and Plan of Reorganization is approved and consummated for the Fund, you would no longer be a shareholder of the Fund, but would become a shareholder of the Acquiring Fund, which has a substantially similar investment objective and investment management policies as the Fund.
Management of Dreyfus has reviewed the funds in the Dreyfus Family of Funds and has concluded that it would be appropriate to consolidate certain funds having similar investment objectives and management policies. As a result of the review, management recommended that the Fund be consolidated with the Acquiring Fund. Management believes that the reorganization should enable Fund shareholders to benefit from more efficient portfolio management and will eliminate the duplication of resources and costs associated with marketing and servicing the funds as separate entities.
After careful review, the Fund's Board of Trustees has unanimously approved the proposed reorganization. The Trustees believe that the reorganization will permit Fund shareholders to pursue the same investment goals in a larger fund with a better performance record and a lower total expense ratio. The Board of Trustees >recommends that you read the enclosed materials carefully and then vote FOR the proposal.
Your vote is extremely important, no matter how large or small your Fund holdings.
To vote, you may use any of the following methods:
• | By Mail. Please complete, date and sign the enclosed proxy card and mail it in the enclosed, postage-paid envelope. |
• | By Internet. Have your proxy card available. Go to the website listed on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website. |
• | By Telephone. Have your proxy card available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions. |
• | In Person. Any shareholder who attends the meeting in person may vote by ballot at the meeting. |
Further information about the proposed reorganization is contained in the enclosed materials, which you should review carefully before you vote. If you have any questions after considering the enclosed materials, please call 1-800-645-6561.
Sincerely, Stephen E. Canter President |
December __, 2006
TRANSFER OF THE ASSETS OF
DREYFUS MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND
TO AND IN EXCHANGE FOR CLASS Z SHARES OF
THE MASSACHUSETTS SERIES OF
DREYFUS PREMIER STATE MUNICIPAL BOND FUND
QUESTIONS AND ANSWERS
The enclosed materials include a Prospectus/Proxy Statement containing information you need to make an informed decision. However, we thought it also would be helpful to begin by answering some of the important questions you might have about the proposed reorganization.
WHAT WILL HAPPEN TO MY DREYFUS MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND INVESTMENT IF THE PROPOSED REORGANIZATION IS APPROVED?
You will become a shareholder of the Massachusetts Series (the "Acquiring Fund") of Dreyfus Premier State Municipal Bond Fund, an open-end investment company managed by The Dreyfus Corporation ("Dreyfus"), on or about March 15, 2007 (the "Closing Date"), and will no longer be a shareholder of Dreyfus Massachusetts Intermediate Municipal Bond Fund (the "Fund"). You will receive Class Z shares of the Acquiring Fund with a value equal to the value of your investment in the Fund as of the Closing Date. The Fund will then cease operations.
WHAT ARE THE BENEFITS OF THE PROPOSED REORGANIZATION FOR ME?
The Fund's Board believes that the reorganization will permit Fund shareholders to pursue the same investment goals in a larger fund that also is managed by Dreyfus. By combining the Fund with the Acquiring Fund, which has more assets than the Fund, Fund shareholders should benefit from more efficient portfolio management. In addition, the Acquiring Fund's Class Z shares have a lower total expense ratio and a better performance record than the Fund. The reorganization also will eliminate the duplication of resources and costs associated with marketing and servicing the funds as separate entities. Other potential benefits are described in the enclosed Prospectus/Proxy Statement.
DO THE FUNDS HAVE SIMILAR INVESTMENT GOALS AND STRATEGIES?
Yes. The Acquiring Fund and the Fund have substantially similar investment objectives and investment management policies. The Acquiring Fund seeks to maximize current income exempt from federal and Massachusetts state income taxes, without undue risk. The Fund seeks as high a level of current income exempt from federal and Massachusetts state income taxes as is consistent with the preservation of capital. To pursue its goal, each fund normally invests substantially all of its assets in municipal bonds that provide income exempt from federal and Massachusetts state personal income taxes. The Acquiring Fund invests at least 70% of its assets in municipal bonds rated investment grade or the unrated equivalent as determined by Dreyfus, and may invest up to 30% of its assets in municipal bonds rated below investment grade ("high yield" or "junk" bonds) or the unrated equivalent as determined by Dreyfus. The Fund invests at least 80% of its assets in municipal bonds rated investment grade or the unrated equivalent as determined by Dreyfus, and may invest up to 20% of its assets in municipal bonds rated below investment grade ("high yield" or "junk" bonds) or the unrated equivalent as determined by Dreyfus. The dollar-weighted average maturity of the Acquiring Fund's portfolio normally exceeds ten years, but the Acquiring Fund may invest without regard to maturity. The Fund is required to generally maintain a dollar-weighted average portfolio maturity between three and ten years. As of August 28, 2006, the dollar-weighted average maturity of the Acquiring Fund's portfolio and the Fund's portfolio was 15.79 years and 8.62 years, respectively. The average duration of the Acquiring Fund's portfolio and the Fund's portfolio as of such date, however, was 5.29 years and 4.75 years, respectively. The portfolio managers of the Fund and the Acquiring Fund and management believe that, because of prevalent market conditions, the characteristics of the funds' portfolios are not significantly different, notwithstanding the differences in the average maturity of the Acquiring Fund's and the Fund's respective portfolios. Dreyfus is the investment adviser to the Fund and the Acquiring Fund and provides day-to-day management of each fund's investments. Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus, distributes each fund's shares. For additional information regarding the Fund and the Acquiring Fund, please refer to the enclosed Prospectus/Proxy Statement.
WHAT ARE THE TAX CONSEQUENCES OF THE PROPOSED REORGANIZATION?
The reorganization will not be a taxable event for federal income tax purposes. Shareholders will not recognize any capital gain or loss as a direct result of the reorganization. A shareholder's tax basis in Fund shares will carry over to the shareholder's Acquiring Fund shares. The Fund will distribute any undistributed net investment income and net realized capital gains prior to the reorganization, which distribution would be taxable to shareholders.
WILL I ENJOY THE SAME PRIVILEGES AS A SHAREHOLDER OF THE ACQUIRING FUND THAT I CURRENTLY HAVE AS A SHAREHOLDER OF THE FUND?
Yes. You will continue to enjoy the same shareholder privileges such as the Fund Exchanges service, Dreyfus TeleTransfer Privilege, Dreyfus-Automatic Asset Builder®, Dreyfus Payroll Savings Plan, Dreyfus Government Direct Deposit Privilege, Dreyfus Dividend Options, Dreyfus Auto-Exchange Privilege and Dreyfus Automatic Withdrawal Plan. You also will have the ability to continue to write redemption checks against your account through the Checkwriting privilege. You also may continue to purchase and sell shares of the Acquiring Fund online through www.dreyfus.com.
WILL THE PROPOSED REORGANIZATION RESULT IN A HIGHER MANAGEMENT FEE OR HIGHER FUND EXPENSES?
No. Under its agreement with Dreyfus, the Acquiring Fund pays Dreyfus a management fee at the annual rate of 0.55% of the value of the Acquiring Fund's average daily net assets and the Fund pays Dreyfus a management fee at the annual rate of 0.60% of the value of the Fund's average daily net assets. In addition, the Acquiring Fund's Class Z shares have a lower total expense ratio than the Fund.
WHO WILL PAY THE EXPENSES OF THE PROPOSED REORGANIZATION?
Dreyfus, and not the Fund or the Acquiring Fund, will pay the expenses directly related to the proposed reorganization.
HOW DOES THE BOARD OF TRUSTEES OF THE FUND RECOMMEND I VOTE?
The Fund's Board of Trustees has determined that reorganizing the Fund into the Acquiring Fund, which is managed by Dreyfus and has a substantially similar investment objective and investment management policies as the Fund, offers potential benefits to shareholders of the Fund. These potential benefits include permitting Fund shareholders to pursue the same investment goals in a larger fund with a lower total expense ratio and a better performance record. By combining the Fund with the Acquiring Fund, shareholders of the Fund also should benefit from more efficient portfolio management.
The Fund's Board of Trustees believes that the reorganization is in the best interests of the Fund and its shareholders. Therefore, the Trustees recommend that you vote FOR the reorganization.
HOW CAN I VOTE MY SHARES?
You can vote in any one of the following ways:
• | By mail, with the enclosed proxy card and postage-paid envelope; |
• | By telephone, with a toll-free call to the number listed on your proxy card; |
• | Through the Internet, at the website address listed on your proxy card; or |
• | In person at the meeting. |
We encourage you to vote through the Internet or by telephone using the number that appears on your proxy card. Whichever voting method you choose, please take the time to read the Prospectus/Proxy Statement before you vote.
Please note: if you sign and date your proxy card, but do not provide voting instructions, your shares will be voted FOR the proposal. Thank you in advance for your vote.
DREYFUS MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND
_________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
_________________
To the Shareholders:
A Special Meeting of Shareholders of Dreyfus Massachusetts Intermediate Municipal Bond Fund (the "Fund") will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on Thursday, March 1, 2007, at 12:30 p.m., for the following purposes:
1. | To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of the Fund to the Massachusetts Series (the "Acquiring Fund") of Dreyfus Premier State Municipal Bond Fund, in exchange for Class Z shares of the Acquiring Fund having an aggregate net asset value equal to the value of the Fund's net assets and the assumption by the Acquiring Fund of the Fund's stated liabilities (the "Reorganization"). Class Z shares of the Acquiring Fund received by the Fund in the Reorganization will be distributed by the Fund to its shareholders in liquidation of the Fund, after which the Fund will cease operations; and |
2. | To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof. |
Shareholders of record at the close of business on December 15, 2006 will be entitled to receive notice of and to vote at the meeting.
By Order of the Board of Trustees Michael A. Rosenberg Secretary |
New York, New York
December __, 2006
WE NEED YOUR PROXY VOTE A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, THE MEETING OF SHAREHOLDERS WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM OF FUND SHARES ELIGIBLE TO VOTE IS REPRESENTED. IN THAT EVENT, THE FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD OR OTHERWISE VOTE PROMPTLY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION. |
Transfer of the Assets of
DREYFUS MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND
To and in Exchange for Class Z Shares of
THE MASSACHUSETTS SERIES OF
DREYFUS PREMIER STATE MUNICIPAL BOND FUND
_________________
PROSPECTUS/PROXY STATEMENT
December __, 2006
_________________
Special Meeting of Shareholders
To Be Held on Thursday, March 1, 2007
This Prospectus/Proxy Statement is furnished in connection with a solicitation of proxies by the Board of Trustees of Dreyfus Massachusetts Intermediate Municipal Bond Fund (the "Fund") to be used at the Special Meeting of Shareholders (the "Meeting") of the Fund to be held on Thursday, March 1, 2007, at 12:30 p.m., at the offices of The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 7th Floor, New York, New York 10166, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. Shareholders of record at the close of business on December 15, 2006 are entitled to receive notice of and to vote at the Meeting.
It is proposed that the Fund transfer all of its assets to the Massachusetts Series (the "Acquiring Fund") of Dreyfus Premier State Municipal Bond Fund (the "Trust") in exchange for Class Z shares of the Acquiring Fund and the assumption by the Acquiring Fund of the Fund's stated liabilities, all as more fully described in this Prospectus/Proxy Statement (the "Reorganization"). Upon consummation of the Reorganization, the Acquiring Fund Class Z shares received by the Fund will be distributed to Fund shareholders, with each shareholder receiving a pro rata distribution of the Acquiring Fund's Class Z shares (or fractions thereof) for Fund shares held prior to the Reorganization. It is contemplated that each shareholder will receive for his or her Fund shares a number of Class Z shares (or fractions thereof) of the Acquiring Fund equal in value to the aggregate net asset value of the shareholder's Fund shares as of the date of the Reorganization.
This Prospectus/Proxy Statement, which should be retained for future reference, concisely sets forth information about the Acquiring Fund that Fund shareholders should know before voting on the proposal or investing in the Acquiring Fund.
A Statement of Additional Information ("SAI") dated December __, 2006, relating to this Prospectus/Proxy Statement, has been filed with the Securities and Exchange Commission (the "Commission") and is incorporated by reference in its entirety. The Commission maintains a website (http://www.sec.gov) that contains the SAI, material incorporated in this Prospectus/Proxy Statement by reference, and other information regarding the Acquiring Fund and the Fund. A copy of the SAI is available without charge by calling 1-800-554-4611, or writing to the Acquiring Fund at its offices at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
Shares of the Acquiring Fund and the Fund are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Investing in the Acquiring Fund, as in the Fund, involves certain risks, including the possible loss of principal.
The Securities and Exchange Commission has not approved or disapproved the Acquiring Fund's shares or passed upon the adequacy of this Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.
The Fund and the Acquiring Fund are open-end management investment companies advised by Dreyfus. The funds have substantially similar investment objectives and investment management policies. The Fund and the Acquiring Fund each normally invest substantially all of their respective assets in municipal bonds that provide income exempt from federal and Massachusetts state personal income taxes. The Acquiring Fund is a series of the Trust. A comparison of the Fund and the Acquiring Fund is set forth in this Prospectus/Proxy Statement.
The Acquiring Fund's Prospectus dated September 1, 2006, Annual Report for its fiscal year ended April 30, 2006 (including its audited financial statements for the fiscal year) and Semi-Annual Report for the six-month period ended October 31, 2006 accompany this Prospectus/Proxy Statement. The Acquiring Fund's Prospectus and the financial statements contained in its Annual Report are incorporated into this Prospectus/Proxy Statement by reference. For a free copy of the Fund's most-recent Prospectus, its Annual Report for the fiscal year ended March 31, 2006 and Semi-Annual Report for the six-month period ended September 30, 2006, please call 1-800-645-6561, visit www.dreyfus.com, or write to the Fund at its offices located at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
Shareholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held. Fund shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. If the enclosed proxy card is executed and returned, it nevertheless may be revoked by giving another proxy before the Meeting. Also, any shareholder who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy previously given. If you sign and date your proxy card, but do not provide voting instructions, your shares will be voted FOR the proposal.
As of October 31, 2006, there were 5,289,431 Fund shares issued and outstanding.
Proxy materials will be mailed to shareholders of record on or about December __, 2006.
TABLE OF CONTENTS
Summary Reasons for the Reorganization Information about the Reorganization Additional Information about the Acquiring Fund and the Fund Voting Information Financial Statements and Experts Other Matters Notice To Banks, Broker/Dealers and Voting Trustees and Their Nominees Exhibit A: Agreement and Plan of Reorganization Exhibit B: Description of the Trust's Board Members | A-1 B-1 |
APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION PROVIDING
FOR THE TRANSFER OF ALL OF THE ASSETS OF THE FUND TO THE
ACQUIRING FUND
SUMMARY
This Summary is qualified by reference to the more complete information contained elsewhere in this Prospectus/Proxy Statement, the Acquiring Fund's Prospectus, the Fund's Prospectus and the Agreement and Plan of Reorganization (the "Plan") attached to this Prospectus/Proxy Statement as Exhibit A.
Proposed Transaction. The Fund's Board, including the Board members who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund or the Acquiring Fund, has unanimously approved the Plan for the Fund. The Plan provides that, subject to the requisite approval of the Fund's shareholders, on the date of the Reorganization the Fund will assign, transfer and convey to the Acquiring Fund all of the assets of the Fund, including all securities and cash, in exchange for Class Z shares of the Acquiring Fund having an aggregate net asset value equal to the value of the Fund's net assets, and the Acquiring Fund will assume the Fund's stated liabilities. The Fund will distribute all Acquiring Fund Class Z shares received by it among its shareholders so that each Fund shareholder will receive a pro rata distribution of the Acquiring Fund's Class Z shares (or fractions thereof) having an aggregate net asset value equal to the aggregate net asset value of the shareholder's Fund shares as of the date of the Reorganization. Thereafter, the Fund will cease operations and will be terminated.
As a result of the Reorganization, each Fund shareholder will cease to be a shareholder of the Fund and will become a shareholder of the Acquiring Fund as of the close of business on the date of the Reorganization.
The Fund's Board has unanimously concluded that the Reorganization is in the best interests of the Fund and its shareholders and the interests of the Fund's existing shareholders will not be diluted as a result of the transactions contemplated thereby. See "Reasons for the Reorganization."
Tax Consequences. As a condition to the closing of the Reorganization, the Fund and the Acquiring Fund will receive an opinion of counsel to the effect that, for federal income tax purposes, the Reorganization will qualify as a tax-free reorganization and, thus, no gain or loss will be recognized by the Fund, the Fund's shareholders, or the Acquiring Fund as a result of the Reorganization. Certain tax attributes of the Fund will carry over to the Acquiring Fund; however, the ability of the Acquiring Fund to utilize the Fund's capital loss carryforwards will be subject to limitations. See "Information about the Reorganization—Federal Income Tax Consequences."
Comparison of the Fund and the Acquiring Fund. The following discussion is primarily a summary of certain parts of the Fund's Prospectus and the Acquiring Fund's Prospectus. Information contained in this Prospectus/Proxy Statement is qualified by the more complete information set forth in such Prospectuses, which are incorporated herein by reference.
Goal/Approach. The Acquiring Fund has a substantially similar investment objective and investment management policies as the Fund. The Fund seeks as high a level of current income exempt from federal and Massachusetts state income taxes as is consistent with the preservation of capital. The Acquiring Fund seeks to maximize current income exempt from federal and Massachusetts state income taxes, without undue risk. To pursue its goal, each fund normally invests substantially all of its assets in municipal bonds that provide income exempt from federal and Massachusetts state personal income taxes.
The Acquiring Fund invests at least 70% of its assets in municipal bonds rated investment grade or the unrated equivalent as determined by Dreyfus. For additional yield, the Acquiring Fund may invest up to 30% of its assets in municipal bonds rated below investment grade ("high yield" or "junk" bonds) or the unrated equivalent as determined by Dreyfus. The Fund invests at least 80% of its assets in municipal bonds rated investment grade or the unrated equivalent as determined by Dreyfus, and may invest up to 20% of its assets in municipal bonds rated below investment grade ("high yield" or "junk" bonds) or the unrated equivalent as determined by Dreyfus.
The dollar-weighted average maturity of the Acquiring Fund's portfolio normally exceeds ten years, but the Acquiring Fund may invest without regard to maturity. The Fund is required to generally maintain a dollar-weighted average portfolio maturity between three and ten years. As of August 28, 2006, the dollar-weighted average maturity of the Acquiring Fund's portfolio and the Fund's portfolio was 15.79 years and 8.62 years, respectively. The average duration of the Acquiring Fund's portfolio and the Fund's portfolio as of such date, however, was 5.29 years and 4.75 years, respectively. Duration is a measure of how sensitive a fund's portfolio may be to changes in interest rates — generally, the longer a fund's duration, the more likely its portfolio is to react to interest rate fluctuations and the greater its long-term risk/return potential. The portfolio managers of the Fund and the Acquiring Fund and management believe that, because of prevalent market conditions, the characteristics of the funds' portfolios are not significantly different notwithstanding the differences in the average maturity of the Acquiring Fund's and the Fund's respective portfolios.
Although each fund seeks to provide income exempt from federal and Massachusetts state income taxes, interest from some fund holdings may be subject to the federal alternative minimum tax. In addition, each fund temporarily may invest in taxable bonds and municipal bonds that pay income exempt only from federal income tax.
For each fund, the portfolio manager may buy and sell municipal bonds based on credit quality, market outlook and yield potential. In selecting municipal bonds for investment, the portfolio manager may assess the current interest rate environment and the municipal bond's potential volatility in different rate environments. The portfolio manager for each fund focuses on municipal bonds with the potential to offer attractive current income, typically looking for municipal bonds that can provide consistently attractive current yields or that are trading at competitive market prices. A portion of each fund's assets may be allocated to "discount" bonds, which are municipal bonds that sell at a price below their face value, or to "premium" bonds, which are municipal bonds that sell at a price above their face value. The allocation to either discount municipal bonds or to premium municipal bonds will change along with the portfolio manager's changing views of the current interest rate and market environment. The portfolio manager also may look to select municipal bonds that are most likely to obtain attractive prices when sold.
The Fund and the Acquiring Fund may, but are not required to, use derivatives, such as futures and options and, with respect to the Fund, swap agreements, as a substitute for taking a position in an underlying asset, to increase returns, to manage credit or interest rate risk, or as part of a hedging strategy. Each of the Fund and the Acquiring Fund also may buy securities that pay interest at rates that float inversely with changes in prevailing interest rates and may make forward commitments in which the relevant fund agrees to buy or sell a security in the future at a price agreed upon today.
Each fund may lend its portfolio securities to brokers, dealers and other financial institutions needing to borrow securities to complete certain transactions. Loans of portfolio securities may not exceed 33-1/3% of the value of the fund's total assets.
For more information on either the Fund's or the Acquiring Fund's management policies, see "Goal/Approach" in the relevant Prospectus and "Description of the Fund" and "Description of the Fund and Series" in the Statement of Additional Information of the Fund and the Acquiring Fund, respectively.
Main Risks. The principal risks associated with an investment in the Fund and the Acquiring Fund are similar. These risks are discussed below. As a result, the value of your investment in the Acquiring Fund, as in the Fund, will fluctuate, which means you could lose money.
• | Interest rate risk. Prices of municipal bonds tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect bond prices and, accordingly, the fund's share price. The longer the effective maturity and duration of the fund's portfolio, the more the fund's share price is likely to react to interest rates. |
• | Call risk. Some municipal bonds give the issuer the option to call, or redeem, the bonds before their maturity date. If an issuer "calls" its bond during a time of declining interest rates, the relevant fund might have to reinvest the proceeds in an investment offering a lower yield. During periods of market illiquidity or rising interest rates, prices of a fund's "callable" issues are subject to increased price fluctuation. |
• | Credit risk. Failure of an issuer to make timely interest or principal payments, or a decline or perception of a decline in the credit quality of a municipal bond, can cause the bond's price to fall, potentially lowering the Fund's or the Acquiring Fund's share price. Although each fund invests primarily in investment grade bonds, the Acquiring Fund may invest up to 30% and the Fund may invest up to 20% of their respective assets in high yield bonds, which involve greater credit risk, including the risk of default, than investment grade bonds, and are considered predominantly speculative with respect to the issuer's continuing ability to make principal and interest payments. The prices of high yield bonds can fall dramatically in response to bad news about the issuer or its industry, or the economy in general. |
• | Liquidity risk. The secondary market for certain municipal bonds tends to be less well developed or liquid than many other securities markets, which may adversely affect the fund's ability to sell such municipal bonds at attractive prices. When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities at or near their perceived value. In such a market, the value of such securities and the fund's share price may fall dramatically. |
• | State-specific risk. Each fund is subject to the risk that Massachusetts's economy, and the revenues underlying its municipal bonds, may decline. Investing primarily in a single state makes each fund more sensitive to risks specific to the state and may magnify other risks. |
• | Market sector risk. Each fund's overall risk level will depend on the market sectors in which the fund is invested and the current interest rate, liquidity and credit quality of such sectors. Each fund may significantly overweight or underweight certain industries or market sectors, which may cause such fund's performance to be more or less sensitive to developments affecting those industries or sectors. |
• | Tax risk. To be tax-exempt, municipal bonds generally must meet certain regulatory requirements. Although each fund will invest in municipal bonds that pay interest that is exempt, in the opinion of counsel to the issuer (or on the basis of other authority believed by Dreyfus to be reliable), from federal income tax, if any such municipal bond fails to meet these regulatory requirements, the interest received by the fund from its investment in such bonds and distributed to fund shareholders will be taxable. |
• | Leveraging risk. The use of leverage, such as lending portfolio securities, engaging in forward commitment transactions and investing in inverse floating rate securities, may cause taxable income and may magnify the fund's gains or losses. |
• | Derivatives risk. Each fund may use derivative instruments, such as options, futures and options on futures (including those relating to securities, indexes and interest rates), inverse floaters and, with respect to the Fund, swap agreements. Certain derivatives may cause taxable income. A small investment in derivatives could have a potentially large impact on a fund's performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets. Derivatives can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by the Fund or the Acquiring Fund will not correlate with the underlying instruments or such fund's other investments. Derivative instruments also involve the risk that a loss may be sustained as a result of the failure of the counterparty to the derivative instruments to make required payments or otherwise comply with the derivative instruments' terms. |
• | Non-diversification risk. Each fund is non-diversified, which means that a relatively high percentage of the fund's assets may be invested in a limited number of issuers. Therefore, the Fund's and the Acquiring Fund's performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund. |
The Fund and the Acquiring Fund may lend their respective portfolio securities to brokers, dealers and other financial institutions. In connection with such loans, the fund will receive collateral from the borrower equal to at least 100% of the value of the loaned securities. Should the borrower of the securities fail financially, the fund may experience delays in recovering the loaned securities or exercising its rights in the collateral.
Under adverse market conditions, the Fund and the Acquiring Fund each could invest some or all of its respective assets in U.S. Treasury securities and money market securities. Although the Fund or the Acquiring Fund would do this for temporary defensive purposes, this strategy could reduce the benefit from any upswing in the market. To the extent the Fund or the Acquiring Fund invests defensively in these securities, it might not achieve its investment objective. Each fund also may purchase money market instruments when it has cash reserves or in anticipation of taking a market position.
See "Main Risks" in the relevant Prospectus and "Description of the Fund" and "Description of the Fund and Series" in the Statement of Additional Information of the Fund and the Acquiring Fund, respectively, for a more complete description of investment risks.
Redemption Fee. Fund shares and Class Z shares of the Acquiring Fund are each subject to a 1.00% redemption fee on redemptions or exchanges of shares owned for less than 30 days.
Fees and Expenses. The fees and expenses set forth below are based on net assets and accruals of the Fund and the Acquiring Fund, respectively, as of July 31, 2006. The "Pro Forma After Reorganization" operating expenses information is based on the net assets and fund accruals of the Fund and the Acquiring Fund as of July 31, 2006, as adjusted showing the effect of the Reorganization had it occurred on such date. Under its agreement with Dreyfus, the Acquiring Fund pays Dreyfus a management fee at the annual rate of 0.55% of the value of the Acquiring Fund's average daily net assets and the Fund pays Dreyfus a management fee at the annual rate of 0.60% of the value of the Fund's average daily net assets. In addition, Class Z shares of the Acquiring Fund have a lower total expense ratio than the Fund based on expenses of the funds as of July 31, 2006. With respect to the Fund, Dreyfus has voluntarily agreed to waive a portion of its management fee and/or reimburse the Fund to the extent the Fund's total annual operating expenses exceed 0.80% of the Fund's average daily net assets, which reduced the Fund's total expense ratio from 0.83% to 0.79% for the Fund's last fiscal year. This voluntary undertaking may be terminated at any time. Shares of the Fund and Class Z shares of the Acquiring Fund are not subject to any sales charges. Annual fund operating expenses are paid out of fund assets, so their effect is reflected in the share prices.
Annual Fund Operating Expenses
(expenses paid from fund assets)
(percentage of average daily net assets):
Fund | Acquiring Fund Class Z | Pro Forma After Reorganization Acquiring Fund Class Z | |
---|---|---|---|
Management fees | .60% | .55% | .55% |
Rule 12b-1 fee | none | none | none |
Shareholder services fee | .03% | .09% | .07% |
Other expenses | .20% | .10% | .10% |
Total | .83% | .74% | .72% |
Expense example
1 Year | 3 Years | 5 Years | 10 Years | |
---|---|---|---|---|
Fund shares | $85 | $265 | $460 | $1,025 |
Acquiring Fund Class Z shares | $76 | $237 | $411 | $918 |
Pro Forma-After Reorganization | $74 | $230 | $401 | $894 |
Acquiring Fund Class Z shares |
This example shows what you could pay in expenses over time. It uses the same hypothetical conditions other funds use in their prospectuses: $10,000 initial investment, 5% total return each year and no changes in expenses. The figures shown would be the same whether you sold your shares at the end of a period or kept them. Because actual returns and expenses will be different, the example is for comparison only.
Past Performance. The bar charts and tables below illustrate the risks of investing in the Acquiring Fund and the Fund. The bar chart for the Fund shows the changes in the performance of the Fund's shares from year to year and the bar chart for the Acquiring Fund shows the changes in the performance of the Acquiring Fund's Class A shares from year to year. The table for the Fund compares the average annual total returns of the Fund to those of the Lehman Brothers 7-Year Municipal Bond Index, an unmanaged benchmark of total return performance for non-Massachusetts-specific municipal bonds with maturities ranging between 6 to 8 years. The table for the Acquiring Fund compares the average annual total returns of the Acquiring Fund's Class A and Class Z shares to those of the Lehman Brothers Municipal Bond Index, an unmanaged benchmark of total return performance for non-Massachusetts-specific municipal bonds. Sales loads applicable to Class A shares are not reflected in the Acquiring Fund's bar chart or table; if they were, the Acquiring Fund's Class A returns shown would have been lower. Since Class Z shares of the Acquiring Fund were first offered in October 2004, past performance information of the Acquiring Fund's Class A shares is provided to reflect the Acquiring Fund's long-term performance. There are no sales loads for Class Z shares of the Acquiring Fund. There will be no exchange of Class A shares of the Acquiring Fund in the Reorganization. All returns assume reinvestment of dividends and distributions. Of course, past performance (both before and after taxes) is no guarantee of future results. After the Reorganization, Class Z shares of the Acquiring Fund generally will not be available for new accounts.
After-tax performance for the Acquiring Fund is shown only for Class A shares of the Acquiring Fund. After-tax performance of the Acquiring Fund's other share classes will vary. After-tax returns for both funds are calculated using the historical highest individual federal marginal income tax rates, and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor's tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.
Acquiring Fund — Class A Shares
Year-by-year total returns as of 12/31 each year (%)
+4.24 | +8.57 | +5.81 | -4.86 | +12.11 | +4.36 | +9.42 | +4.85 | +4.81 | +3.35 |
'96 | '97 | '98 | '99 | '00 | '01 | '02 | '03 | '04 | '05 |
Best Quarter: Worst Quarter: | Q3 '02 Q2 '04 | +5.81% - -2.32% |
The year-to-date total return of the Acquiring Fund's Class A shares as of 9/30/06 was ____%
Acquiring Fund Class A (without sales charges)
and Class Z Shares
Average annual tota returns as of 12/31/05
Share class/ Inception date | 1 Year | 5 Years | 10 Years | Since Inception |
---|---|---|---|---|
Class A (5/28/87) | ||||
returns before taxes | 3.35% | 5.34% | 5.18% | __ |
Class A | ||||
returns after taxes | ||||
on distributions | 3.30% | 5.29% | 5.00% | __ |
Class A | ||||
returns after taxes | ||||
on distributions and | ||||
sale of fund shares | 3.58% | 5.18% | 5.01% | __ |
Class Z (10/20/04) | ||||
returns before taxes | 3.53% | __ | __ | 3.33% |
Lehman Brothers Municipal | ||||
Bond Index* | ||||
reflects no deduction for | ||||
fees, expenses or taxes | 3.51% | 5.59% | 5.71% | 3.35%** |
* | Unlike the Acquiring Fund, the Index is not composed of bonds of a single state. |
** | For comparative purposes, the value of the index on 9/30/04 is used as the beginning value on 10/20/04. |
Fund Shares
Year-by-year total returns as of 12/31 each year (%)
+3.50 | +7.52 | +5.67 | -1.49 | +8.93 | +4.26 | +8.28 | +3.77 | +2.44 | +1.54 |
'96 | '97 | '98 | '99 | '00 | '01 | '02 | '03 | '04 | '05 |
Best Quarter: Worst Quarter: | Q3 '02 Q2 '04 | +4.59% - -2.32% |
The year-to-date total return of the Fund's shares as of 9/30/06 was +2.79%.
Fund Shares
Average annual total returns as of 12/31/05
1 Year | 5 Years | 10 Years | |||||
---|---|---|---|---|---|---|---|
Fund | |||||||
returns before taxes | 1.54% | 4.03% | 4.39% | ||||
Fund | |||||||
returns after taxes | |||||||
on distributions | 1.54% | 4.03% | 4.39% | ||||
Fund | |||||||
returns after taxes | |||||||
on distributions and | |||||||
sale of fund shares | 2.27% | 4.00% | 4.36% | ||||
Lehman Brothers 7-Year | |||||||
Municipal Bond Index* | |||||||
reflects no deduction for | |||||||
fees, expenses or taxes | 1.72% | 5.13% | 5.26% |
*Unlike the Fund, the Index is not composed of bonds of a single state.
Investment Adviser. The investment adviser for the Fund and the Acquiring Fund is Dreyfus, located at 200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages approximately $[___] billion in approximately 200 mutual fund portfolios. Dreyfus is the primary mutual fund business of Mellon Financial Corporation ("Mellon Financial"), a global financial services company. Headquartered in Pittsburgh, Pennsylvania, Mellon Financial is one of the world's leading providers of financial services for institutions, corporations, and high net worth individuals, providing institutional asset management, mutual funds, private wealth management, asset servicing, payment solutions and investor services, and treasury services. Mellon Financial has approximately $___ trillion in assets under management, administration or custody, including $__ billion under management.
Primary Portfolio Manager. James Welch has served as the primary portfolio manager of the Fund since November 2001 and of the Acquiring Fund since August 2006. Mr. Welch joined Dreyfus as a senior portfolio manager in the municipal securities group in October 2001.
Board Members. Other than Joseph S. DiMartino, who is Chairman of the Board of the Fund and the Trust, each fund has different Board members. None of the Board members of the Fund or the Trust is an "interested person" (as defined in the 1940 Act) of the Fund or the Acquiring Fund ("Independent Board Members"). For a description of the Trust's Board members, see Exhibit B.
Independent Registered Public Accounting Firm. Ernst & Young LLP is the independent registered public accounting firm for both the Fund and the Acquiring Fund.
Capitalization. The Fund has classified its shares into one class and the Acquiring Fund has classified its shares into four classes – Class A, Class B, Class C and Class Z. There will be no exchange of Class A, Class B or Class C shares of the Acquiring Fund. The following table sets forth as of October 31, 2006 (1) the capitalization of the Fund's shares, (2) the capitalization of the Acquiring Fund's Class Z shares and (3) the pro forma capitalization of the Acquiring Fund's Class Z shares, as adjusted showing the effect of the Reorganization had it occurred on such date.
Fund | Acquiring Fund Class Z | Pro Forma After Reorganization Acquiring Fund Class Z | |||||
---|---|---|---|---|---|---|---|
Total net assets | $72,641,076 | $136,174,382 | $208,815,458 | ||||
Net asset value per | $13.73 | $11.77 | $11.77 | ||||
share | |||||||
Shares outstanding | 5,289,431 | 11,574,492 | 17,746,206 |
The Acquiring Fund had approximately $196.9 million in total net assets (attributable to Class A, Class B, Class C and Class Z shares) as of October 31, 2006. Each share has one vote. Shares have no preemptive or subscription rights and are freely transferable. All share classes invest in the same portfolio of securities, but the classes are subject to different charges and expenses and will likely have different share prices.
Purchase Procedures. The purchase procedures of the Fund and the Acquiring Fund and the automatic investment services they offer are substantially similar. After the Reorganization, Class Z shares of the Acquiring Fund will be offered to shareholders of the Fund who received Class Z shares in exchange for their Fund shares as a result of the Reorganization and continue to maintain Acquiring Fund accounts in Class Z and to current holders of Class Z shares of the Acquiring Fund. Otherwise, Class Z generally will be closed to new investors and for new accounts (except for certain wrap accounts or similar programs). See "Account Policies – Buying shares" in the Fund's Prospectus and "Shareholder Guide – Buying shares" in the Acquiring Fund's Prospectus and "Services for Fund Investors" and "Instructions for Regular Accounts" in the relevant Prospectus and "How to Buy Shares" and "Shareholder Services" in the relevant Statement of Additional Information for a discussion of purchase procedures.
Shareholder Services Plan. Fund shares and Class Z shares of the Acquiring Fund are subject to a Shareholder Services Plan pursuant to which the Fund and the Acquiring Fund each reimburse Dreyfus Service Corporation, their distributor, an amount not to exceed the annual rate of 0.25% of the value of the average daily net assets of the Fund and Class Z shares of the Acquiring Fund, respectively, for providing shareholder services. See "Shareholder Services Plan" in the Fund's Statement of Additional Information and "Distribution Plan and Shareholder Services Plans" in the Acquiring Fund's Statement of Additional Information for a discussion of the Shareholder Services Plan.
Redemption Procedures. The redemption procedures of the Fund and the Acquiring Fund are substantially similar. See "Account Policies — Selling shares" in the Fund's Prospectus and "Shareholder Guide — Selling shares" in the Acquiring Fund's Prospectus and "Instructions for Regular Accounts" in the relevant Prospectus and "How to Redeem Shares" in the relevant Statement of Additional Information for a discussion of redemption procedures.
Distributions. The dividends and distributions policies of the Fund and the Acquiring Fund are identical. Although they may do so more frequently, each fund anticipates paying its shareholders dividends once a month and any capital gain distribution annually. The actual amount of dividends paid per share by the Fund and the Acquiring Fund is different. See "Distributions and Taxes" in the relevant Prospectus for a discussion of such policies.
Shareholder Services. The shareholder services offered by the Fund and the Acquiring Fund are substantially similar. The privileges you currently have on your Fund account will transfer automatically to your account with the Acquiring Fund. See "Services for Fund Investors" in the relevant Prospectus and "Shareholder Services" in the relevant Statement of Additional Information for a further discussion of the shareholder services offered.
REASONS FOR THE REORGANIZATION
After management of Dreyfus reviewed the funds in the Dreyfus Family of Funds to determine whether it would be appropriate to consolidate certain funds having similar investment objectives and management policies, management recommended that the Fund be consolidated with the Acquiring Fund. The Board members of the Fund and the Trust have concluded that the Reorganization is in the best interests of the Fund and its shareholders and the Acquiring Fund and its shareholders, respectively. The Fund's Board believes that the Reorganization will permit Fund shareholders to pursue the same investment goals in a larger fund with a lower total expense ratio and a better performance record, without diluting such shareholders' interests. As of October 31, 2006, the Fund had net assets of approximately $72.6 million and the Acquiring Fund had net assets of approximately $196.9 million. By combining the Fund with the Acquiring Fund, which has larger aggregate net assets, Fund shareholders should benefit from more efficient portfolio management and Dreyfus would be able to eliminate the duplication of resources and costs associated with marketing and servicing the funds as separate entities.
The Board of the Trust considered that the Reorganization presents an opportunity for the Acquiring Fund to acquire substantial investment assets without the obligation to pay commissions or other transaction costs that a fund normally incurs when purchasing securities. This opportunity provides an economic benefit to the Acquiring Fund.
In determining whether to recommend approval of the Reorganization, each Board considered the following factors, among others: (1) the compatibility of the Fund's and the Acquiring Fund's investment objectives, management policies and restrictions, as well as shareholder services offered by the Fund and the Acquiring Fund; (2) the terms and conditions of the Reorganization and whether the Reorganization would result in dilution of shareholder interests; (3) the expense ratios and information regarding the fees and expenses of the Fund and the Acquiring Fund, as well as the estimated expense ratio of the combined Acquiring Fund; (4) the relative performance of the Fund and the Acquiring Fund; (5) the tax consequences of the Reorganization; and (6) that the costs to be incurred by the Fund and the Acquiring Fund in connection with the Reorganization would be borne by Dreyfus, and not the Fund or the Acquiring Fund.
For the reasons described above, the Boards of the Fund and the Trust, on behalf of the Acquiring Fund, including the Independent Board Members, approved the Reorganization.
INFORMATION ABOUT THE REORGANIZATION
Plan of Reorganization. The following summary of the Plan is qualified in its entirety by reference to the Plan attached to this Prospectus/Proxy Statement as Exhibit A. The Plan provides that, subject to the requisite approval of the Fund's shareholders, the Acquiring Fund will acquire all of the assets of the Fund in exchange for Class Z shares of the Acquiring Fund and the assumption by the Acquiring Fund of the Fund's stated liabilities on March 15, 2007 or such other date as may be agreed upon by the parties (the "Closing Date"). The number of Acquiring Fund Class Z shares to be issued to the Fund will be determined on the basis of the relative net asset values per share and aggregate net assets of the Fund and Class Z shares of the Acquiring Fund, generally computed as of the close of trading on the floor of the New York Stock Exchange (usually at 4:00 p.m., Eastern time) on the Closing Date. Portfolio securities of the Fund and the Acquiring Fund will be valued in accordance with the valuation practices of the Acquiring Fund, which are described under the caption "Shareholder Guide — Buying shares" in the Acquiring Fund's Prospectus and under the caption "Determination of Net Asset Value" in the Acquiring Fund's Statement of Additional Information.
On or before the Closing Date, the Fund will declare a dividend or dividends which, together with all previous dividends, will have the effect of distributing to Fund shareholders all of the Fund's previously undistributed investment company taxable income, if any, for the tax periods ending on or before the Closing Date (computed without regard to any deduction for dividends paid), its net exempt interest income for the tax periods ending on or before the Closing Date, and all of its previously undistributed net capital gain, if any, realized in the tax periods ending on or before the Closing Date (after reduction for any capital loss carryforward).
As soon as conveniently practicable after the Closing Date, the Fund will liquidate and distribute pro rata to its shareholders of record as of the close of business on the Closing Date, Acquiring Fund Class Z shares received by it in the Reorganization. Such liquidation and distribution will be accomplished by establishing accounts on the share records of the Acquiring Fund in the name of each Fund shareholder, each account being credited with the respective pro rata number of Acquiring Fund Class Z shares due to the shareholder. After such distribution and the winding up of its affairs, the Fund will cease operations and will be terminated. After the Closing Date, any outstanding certificates representing Fund shares will represent Class Z shares of the Acquiring Fund distributed to the Fund's shareholders of record.
The Plan may be amended at any time prior to the Reorganization. The Fund will provide its shareholders with information describing any material amendment to the Plan prior to shareholder consideration. The obligations of the Fund and the Acquiring Fund under the Plan are subject to various conditions, including approval by Fund shareholders holding the requisite number of Fund shares and the continuing accuracy of various representations and warranties of the Fund and the Trust, on behalf of the Acquiring Fund.
The total expenses of the Reorganization are expected to be approximately $[____], which will be borne by Dreyfus. In addition to use of the mails, proxies may be solicited personally or by telephone, and Dreyfus may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals. In addition, an outside firm may be retained to solicit proxies on behalf of the Fund's Board. The cost of any such outside solicitation firm, which would be borne by Dreyfus, is estimated to be approximately $[____].
If the Reorganization is not approved by Fund shareholders, the Fund's Board will consider other appropriate courses of action with respect to the Fund.
Temporary Suspension of Certain of the Fund's Investment Restrictions. Since certain of the Fund's existing investment restrictions could preclude the Fund from consummating the Reorganization in the manner contemplated in the Plan, Fund shareholders are requested to authorize the temporary suspension of any investment restriction of the Fund to the extent necessary to permit the consummation of the Reorganization. The temporary suspension of any of the Fund's investment restrictions will not affect the investment restrictions of the Acquiring Fund. A vote in favor of the proposal is deemed to be a vote in favor of the temporary suspension.
Federal Income Tax Consequences. The exchange of Fund assets for Acquiring Fund Class Z shares, the Acquiring Fund's assumption of the Fund's stated liabilities and the Fund's distribution of those shares to Fund shareholders are intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"). As a condition to the closing of the Reorganization, the Fund and the Acquiring Fund will receive the opinion of Stroock & Stroock & Lavan LLP, counsel to the Fund, the Acquiring Fund and the Independent Board Members, to the effect that, on the basis of the existing provisions of the Code, Treasury regulations issued thereunder, current administrative regulations and pronouncements and court decisions, and certain facts, assumptions and representations, for federal income tax purposes: (1) the transfer of all of the Fund's assets to the Acquiring Fund in exchange solely for Acquiring Fund Class Z shares and the assumption by the Acquiring Fund of the Fund's stated liabilities, followed by the distribution by the Fund of those Acquiring Fund Class Z shares pro rata to Fund shareholders in complete liquidation of the Fund, will qualify as a "reorganization" within the meaning of Section 368(a) of the Code, and each of the Fund and the Acquiring Fund will be "a party to a reorganization"; (2) no gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Fund in exchange solely for Acquiring Fund Class Z shares and the assumption by the Acquiring Fund of stated liabilities of the Fund pursuant to the Reorganization; (3) no gain or loss will be recognized by the Fund upon the transfer of its assets to the Acquiring Fund in exchange solely for Acquiring Fund Class Z shares and the assumption by the Acquiring Fund of stated liabilities of the Fund or upon the distribution (whether actual or constructive) of those Acquiring Fund Class Z shares to Fund shareholders in exchange for their shares of the Fund in liquidation of the Fund pursuant to the Reorganization; (4) no gain or loss will be recognized by Fund shareholders upon the exchange of their Fund shares for Acquiring Fund Class Z shares pursuant to the Reorganization; (5) the aggregate tax basis for the Acquiring Fund Class Z shares received by each Fund shareholder pursuant to the Reorganization will be the same as the aggregate tax basis for the Fund shares held by such shareholder immediately prior to the Reorganization, and the holding period of those Acquiring Fund Class Z shares received by each Fund shareholder will include the period during which the Fund shares exchanged therefor were held by such shareholder (provided the Fund shares were held as capital assets on the date of the Reorganization); and (6) the tax basis of each Fund asset acquired by the Acquiring Fund will be the same as the tax basis of such asset to the Fund immediately prior to the Reorganization, and the holding period of each Fund asset in the hands of the Acquiring Fund will include the period during which that asset was held by the Fund.
Neither the Fund nor the Acquiring Fund has sought a tax ruling from the Internal Revenue Service ("IRS"). The opinion of counsel is not binding on the IRS, nor does it preclude the IRS from adopting a contrary position. Fund shareholders should consult their tax advisers regarding the effect, if any, of the Reorganization in light of their individual circumstances. Because the foregoing discussion relates only to the federal income tax consequences of the Reorganization, Fund shareholders also should consult their tax advisers as to state and local tax consequences, if any, of the Reorganization.
As of the Fund's fiscal year ended March 31, 2006, the Fund has an unused capital loss carryforward of $[_____]. There are limitations to the amount of the carryforward that can be utilized in any one year, and any amount that cannot be utilized in any one year can be carried over to a succeeding year subject to the same limitations in such year. Different amounts of the capital loss carryforward expire in different years. Consequently, as a result of the limitations on the use of capital loss carryforwards, if the Reorganization is consummated it is expected that some or all of the Fund's capital loss carryforward may expire unused.
Required Vote and Board's Recommendation
The Fund's Board has approved the Plan and the Reorganization and has determined that (1) participation in the Reorganization is in the best interests of the Fund and its shareholders and (2) the interests of shareholders of the Fund will not be diluted as a result of the Reorganization. The affirmative vote of a majority of the Fund's shares outstanding and entitled to vote is required to approve the Plan and the Reorganization.
THE FUND'S BOARD, INCLUDING THE INDEPENDENT BOARD MEMBERS,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE PLAN AND THE REORGANIZATION.
ADDITIONAL INFORMATION ABOUT THE ACQUIRING FUND AND THE FUND
Information about the Acquiring Fund is incorporated by reference into this Prospectus/Proxy Statement from the Acquiring Fund's Prospectus forming a part of the Trust's Registration Statement on Form N-1A (File No. 33-10238). Information about the Fund is incorporated by reference into this Prospectus/Proxy Statement from the Fund's Prospectus forming a part of its Registration Statement on Form N-1A (File No. 33-47346).
The Fund and the Acquiring Fund are subject to the requirements of the 1940 Act and file reports, proxy statements and other information with the Commission. Reports, proxy statements and other information filed by the Fund and the Acquiring Fund may be inspected and copied at the Public Reference Facilities of the Commission at 100 F Street, N.E., Washington, D.C. 20549. Text-only versions of fund documents can be viewed on-line or downloaded from www.sec.gov or www.dreyfus.com. Copies of such material also can be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549, at prescribed rates.
VOTING INFORMATION
In addition to the use of the mails, proxies may be solicited personally or by telephone, and persons holding Fund shares in their names or in nominee name may be paid for their expenses in sending soliciting materials to their principals. An outside firm may be retained to assist in the solicitation of proxies, primarily by contacting shareholders by telephone.
Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder's identity. In all cases where a telephonic proxy is solicited (as opposed to where the shareholder calls the toll-free number directly to vote), the shareholder will be asked to provide his or her address, social security number (in the case of an individual) or taxpayer identification number (in the case of a non-individual) and the number of shares owned and to confirm that the shareholder has received the Prospectus/Proxy Statement and proxy card in the mail. Within 72 hours of receiving a shareholder's telephonic or electronically transmitted voting instructions, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder's instructions and to provide a telephone number to call immediately if the shareholder's instructions are not correctly reflected in the confirmation. Any shareholder giving a proxy may revoke it at any time before it is exercised by submitting a new proxy to the Fund or by attending the Meeting and voting in person.
If a proxy is executed properly 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 Fund shares on a particular matter with respect to which the broker or nominee does not have discretionary power) or is marked with an abstention (collectively, "abstentions"), the Fund 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. Abstentions will have the effect of a "no" vote for the purpose of obtaining requisite approval for the proposal.
In the event that a quorum is not present at the Meeting, or if a quorum is present but sufficient votes to approve the proposal are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. In determining whether to adjourn the Meeting, the following factors may be considered: the nature of the proposal, the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Fund shareholders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote of a majority of those shares affected by the adjournment that are represented at the Meeting in person or by proxy. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote "FOR" the proposal in favor of such adjournment, and will vote those proxies required to be voted "AGAINST" the proposal against any adjournment. A quorum is constituted by the presence in person or by proxy of the holders of 30% of the outstanding Fund shares entitled to vote at the Meeting.
The votes of the Acquiring Fund's shareholders are not being solicited since their approval or consent is not necessary for the Reorganization.
As of October 31, 2006, the following shareholders were known by the Fund to own of record or beneficially 5% or more of the outstanding voting shares of the Fund:
Name and Address | Percentage of Outstanding Shares | ||||
---|---|---|---|---|---|
Before Reorganization | After Reorganization | ||||
Class A National Financial Services Inc. | |||||
82 Devonshire Street | 22 | .7% | ___% | ||
Boston, MA 02109-3605 | |||||
Charles Schwab & Company Inc. | |||||
Reinvest Account | 10 | .73% | ___% | ||
101 Montgomery Street | |||||
San Francisco, CA 94104-4151 | |||||
Peter L. Rathjens & Hillary D.B. | |||||
Rathjens JT TEN 14 Tantamouse Trial Sudbury, MA 01776-1128 | 7 | .43% | ___% |
As of October 31, 2006, the following shareholders were known by the Acquiring Fund to own of record or beneficially 5% or more of the outstanding Class Z voting shares of the Acquiring Fund:
Name and Address | Percentage of Outstanding Class Z Shares | ||||
---|---|---|---|---|---|
Before Reorganization | After Reorganization | ||||
Class Z | |||||
Charles Schwab & Company Inc. | |||||
101 Montgomery Street | |||||
San Francisco, CA 94104-4151 | 7.92% | ___% |
As of October 31, 2006, Board members and officers of the Fund and the Trust, as a group, owned less than 1% of the Fund's and the Acquiring Fund's outstanding shares, respectively.
FINANCIAL STATEMENTS AND EXPERTS
The audited financial statements of the Fund for the fiscal year ended March 31, 2006 and the audited financial statements of the Acquiring Fund for the fiscal year ended April 30, 2006 have been incorporated herein by reference in reliance upon the reports of Ernst & Young LLP, the independent registered public accounting firm for the Fund and the Acquiring Fund, given on their authority as experts in accounting and auditing.
OTHER MATTERS
The Fund's Board members are not aware of any other matters that may come before the Meeting. However, should any such matters 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.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Fund, in care of Dreyfus Transfer, Inc., P.O. Box 55263, Boston, Massachusetts 02205-8501, whether other persons are the beneficial owners of Fund shares for which proxies are being solicited from you, and, if so, the number of copies of the Prospectus/Proxy Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of Fund shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated as of November 15, 2006 (the "Agreement"), between DREYFUS MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND (the "Fund"), a Massachusetts business trust, and DREYFUS PREMIER STATE MUNICIPAL BOND FUND (the "Trust"), a Massachusetts business trust, on behalf of the MASSACHUSETTS SERIES (the "Acquiring Fund").
This Agreement is intended to be and is adopted as a "plan of reorganization" within the meaning of the regulations under Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"). The reorganization will consist of the transfer of all of the assets of the Fund to the Acquiring Fund in exchange solely for the Acquiring Fund's Class Z shares ("Acquiring Fund Shares") of beneficial interest, par value $.001 per share, and the assumption by the Acquiring Fund of certain liabilities of the Fund and the distribution, after the Closing Date hereinafter referred to, of the Acquiring Fund Shares to the shareholders of the Fund in liquidation of the Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement (the "Reorganization").
WHEREAS, the Fund is a registered, open-end management investment company and the Acquiring Fund is a series of the Trust, a registered, open-end management investment company, and the Fund owns securities which are assets of the character in which the Acquiring Fund is permitted to invest;
WHEREAS, both the Acquiring Fund and the Fund are authorized to issue their shares of beneficial interest;
WHEREAS, the Fund's Board has determined that the Reorganization is in the best interests of the Fund and the Fund's shareholders and that the interests of the Fund's existing shareholders will not be diluted as a result of the Reorganization; and
WHEREAS, the Trust's Board has determined that the Reorganization is in the best interests of the Acquiring Fund and the Acquiring Fund's shareholders and that the interests of the Acquiring Fund's existing shareholders will not be diluted as a result of the Reorganization:
NOW THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties agree as follows:
1. THE REORGANIZATION.
1.1 Subject to the terms and conditions contained herein, the Fund agrees to assign, transfer and convey to the Acquiring Fund all of the assets of the Fund, including all securities and cash (subject to liabilities), and the Acquiring Fund agrees in exchange therefor (a) to deliver to the Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, determined as set forth in paragraph 2.3; and (b) to assume certain liabilities of the Fund, as set forth in paragraph 1.2. Such transactions shall take place at the closing (the "Closing") as of the close of business on the closing date (the "Closing Date"), provided for in paragraph 3.1. In lieu of delivering certificates for the Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund Shares to the Fund's account on the books of the Acquiring Fund and shall deliver a confirmation thereof to the Fund.
1.2 The Fund will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Acquiring Fund shall assume all liabilities, expenses, costs, charges and reserves reflected on an unaudited statement of assets and liabilities of the Fund prepared by The Dreyfus Corporation ("Dreyfus"), as of the Valuation Date (as defined in paragraph 2.1), in accordance with generally accepted accounting principles consistently applied from the prior audited period. The Acquiring Fund shall assume only those liabilities of the Fund reflected in that unaudited statement of assets and liabilities and shall not assume any other liabilities, whether absolute or contingent.
1.3 Delivery of the assets of the Fund to be transferred shall be made on the Closing Date and shall be delivered to The Bank of New York, One Wall Street, New York, New York 10286, the Acquiring Fund's custodian (the "Custodian"), for the account of the Acquiring Fund, with all securities not in bearer or book-entry form duly endorsed, or accompanied by duly executed separate assignments or stock powers, in proper form for transfer, with signatures guaranteed, and with all necessary stock transfer stamps, sufficient to transfer good and marketable title thereto (including all accrued interest and dividends and rights pertaining thereto) to the Custodian for the account of the Acquiring Fund free and clear of all liens, encumbrances, rights, restrictions and claims. All cash delivered shall be in the form of immediately available funds payable to the order of the Custodian for the account of the Acquiring Fund.
1.4 The Fund will pay or cause to be paid to the Acquiring Fund any interest received on or after the Closing Date with respect to assets transferred to the Acquiring Fund hereunder. The Fund will transfer to the Acquiring Fund any distributions, rights or other assets received by the Fund after the Closing Date as distributions on or with respect to the securities transferred. Such assets shall be deemed included in assets transferred to the Acquiring Fund on the Closing Date and shall not be separately valued.
1.5 As soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), the Fund will liquidate and distribute pro rata to the Fund's shareholders of record, determined as of the close of business on the Closing Date ("Fund Shareholders"), Acquiring Fund Shares received by the Fund pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Fund Shareholders and representing the respective pro rata number of the applicable Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Fund simultaneously will be canceled on the books of the Fund; Fund share certificates, if any, will be exchanged for Acquiring Fund share certificates upon presentation to the Acquiring Fund's transfer agent.
1.6 Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund's transfer agent. Acquiring Fund Shares will be issued in the manner described in the Acquiring Fund's current prospectus and statement of additional information; the Acquiring Fund, however, will not issue share certificates in the Reorganization.
1.7 Any transfer taxes payable upon issuance of the Acquiring Fund Shares in a name other than the registered holder of the Acquiring Fund Shares on the books of the Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.
1.8 Any reporting responsibility of the Fund is and shall remain the responsibility of the Fund up to and including the Closing Date and such later date on which the Fund's existence is terminated.
2. VALUATION.
2.1 The value of the Fund's assets to be acquired, and the amount of the Fund's liabilities to be assumed, by the Acquiring Fund hereunder shall be computed as of the close of trading on the floor of the New York Stock Exchange (usually 4:00 p.m., Eastern time) on the Closing Date (such time and date being hereinafter called the "Valuation Date"), using the valuation procedures set forth in the Trust's Agreement and Declaration of Trust, as amended (the "Acquiring Fund's Charter"), and the then-current prospectus or statement of additional information of the Acquiring Fund, which are and shall be consistent with the policies currently in effect for the Fund.
2.2 The net asset value of an Acquiring Fund Share shall be the net asset value per share computed as of the Valuation Date, using the valuation procedures set forth in the Acquiring Fund's Charter and then-current prospectus or statement of additional information of the Acquiring Fund, which are and shall be consistent with the policies currently in effect for the Fund.
2.3 The number of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Fund's net assets shall be determined by dividing the value of the net assets of the Fund determined using the same valuation procedures referred to in paragraph 2.1 by the net asset value of one Acquiring Fund Share, determined in accordance with paragraph 2.2.
2.4 All computations of value shall be made in accordance with the regular practices of Dreyfus as fund accountant for the Fund and the Acquiring Fund.
3. CLOSING AND CLOSING DATE.
3.1 The Closing Date shall be March 15, 2007, or such other date as the parties, through their duly authorized officers, may mutually agree. All acts taking place at the Closing shall be deemed to take place simultaneously on the Closing Date unless otherwise provided. The Closing shall be held at 5:00 p.m., Eastern time, at the offices of Dreyfus, 200 Park Avenue, 7th Floor, New York, New York, or such other time and/or place as the parties may mutually agree.
3.2 The Custodian shall deliver at the Closing a certificate of an authorized officer stating that the Fund's portfolio securities, cash and any other assets have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date.
3.3 If on the Valuation Date (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Fund shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.
3.4 The transfer agent for the Fund shall deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Fund Shareholders and the number and percentage ownership of outstanding shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund's transfer agent shall issue and deliver to the Fund's Secretary a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date, or provide evidence satisfactory to the Fund that such Acquiring Fund Shares have been credited to the Fund's account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, receipts or other documents as such other party or its counsel may reasonably request.
4. REPRESENTATIONS AND WARRANTIES.
4.1 The Fund represents and warrants to the Trust, on behalf of the Acquiring Fund, as follows:
(a) The Fund is a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts, and has power to carry out its obligations under this Agreement.
(b) The Fund is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company, and the Fund's shares are registered under the Securities Act of 1933, as amended (the "1933 Act"), and such registrations have not been revoked or rescinded and are in full force and effect.
(c) The current prospectus and statement of additional information of the Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
(d) The Fund is not, and the execution, delivery and performance of this Agreement will not result, in material violation of the Fund's Agreement and Declaration of Trust, as amended (the "Fund's Declaration of Trust"), or its By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Fund is a party or by which the Fund is bound.
(e) The Fund has no material contracts or other commitments outstanding (other than this Agreement) which will be terminated with liability to it on or prior to the Closing Date.
(f) No litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or to its knowledge threatened against the Fund or any of its properties or assets which, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. The Fund knows of no facts which might form the basis for the institution of such proceedings, and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated.
(g) The Statements of Assets and Liabilities of the Fund for each of its five fiscal years ended March 31, 2006 have been audited by Ernst & Young LLP, an independent registered public accounting firm, and are in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Fund as of such dates, and there are no known contingent liabilities of the Fund as of such dates not disclosed therein.
(h) Since March 31, 2006, there has not been any material adverse change in the Fund's financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as disclosed on the statement of assets and liabilities referred to in paragraphs 1.2 and 4.1(g) hereof.
(i) At the Closing Date, all federal and other tax returns and reports of the Fund required by law then to be filed shall have been filed, and all federal and other taxes shall have been paid so far as due, or provision shall have been made for the payment thereof, and to the best of the Fund's knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns.
(j) For each taxable year of its operation (including the taxable year ending on the Closing Date), the Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company.
(k) All issued and outstanding shares of the Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by the Fund. All of the issued and outstanding shares of the Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of its transfer agent as provided in paragraph 3.4. The Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Fund's shares, nor is there outstanding any security convertible into any of the Fund's shares.
(l) On the Closing Date, the Fund will have full right, power and authority to sell, assign, transfer and deliver the assets to be transferred by it hereunder.
(m) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Fund's Board and, subject to the approval of the Fund's shareholders, this Agreement will constitute the valid and legally binding obligation of the Fund, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and to general principles of equity and the discretion of the court (regardless of whether the enforceability is considered in a proceeding in equity or at law).
(n) The proxy statement of the Fund (the "Proxy Statement") included in the Registration Statement referred to in paragraph 5.5 (other than information therein that has been furnished by the Acquiring Fund) will, on the effective date of the Registration Statement and on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading.
4.2 The Trust, on behalf of the Acquiring Fund, represents and warrants to the Fund as follows:
(a) The Acquiring Fund is a duly established series of the Trust, a business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts, and has power to carry out its obligations under this Agreement.
(b) The Trust is registered under the 1940 Act as an open-end management investment company, and the Acquiring Fund's shares are registered under the 1933 Act, and such registrations have not been revoked or rescinded and are in full force and effect.
(c) The current prospectus and statement of additional information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
(d) The Acquiring Fund is not, and the execution, delivery and performance of this Agreement will not result, in material violation of the Acquiring Fund's Charter or its By-Laws or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Trust is a party on behalf of the Acquiring Fund or by which the Acquiring Fund is bound.
(e) No litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets which, if adversely determined, would materially and adversely affect its financial condition or the conduct of its business. The Acquiring Fund knows of no facts which might form the basis for the institution of such proceedings, and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions contemplated herein.
(f) The Statements of Assets and Liabilities of the Acquiring Fund for each of its five fiscal years ended April 30, 2006 have been audited by Ernst & Young LLP, an independent registered public accounting firm, and are in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Fund) fairly reflect the financial condition of the Acquiring Fund as of such dates.
(g) Since April 30, 2006, there has not been any material adverse change in the Acquiring Fund's financial condition, assets, liabilities or business other than changes occurring in the ordinary course of business, or any incurrence by the Acquiring Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as disclosed on the statement of assets and liabilities referred to in paragraph 4.2(f) hereof.
(h) At the Closing Date, all federal and other tax returns and reports of the Acquiring Fund required by law then to be filed shall have been filed, and all federal and other taxes shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof, and to the best of the Acquiring Fund's knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns.
(i) For each taxable year of its operation, the Acquiring Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company.
(j) All issued and outstanding shares of the Acquiring Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by the Acquiring Fund. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares.
(k) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action on the part of the Trust's Board and, subject to the approval of the Fund's shareholders, this Agreement will constitute the valid and legally binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto, and to general principles of equity and the discretion of the court (regardless of whether the enforceability is considered in a proceeding in equity or at law).
(l) The Proxy Statement included in the Registration Statement (only insofar as it relates to the Acquiring Fund and is based on information furnished by the Acquiring Fund) will, on the effective date of the Registration Statement and on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading.
(m) No consideration other than the Acquiring Fund Shares (and the Acquiring Fund's assumption of the Fund's stated liabilities) will be issued in exchange for the Fund's assets in the Reorganization.
(n) The Acquiring Fund does not directly or indirectly own, nor on the Closing Date will it directly or indirectly own, nor has it directly or indirectly owned at any time during the past five years, any shares of the Fund.
5. | COVENANTS OF THE ACQUIRING FUND AND THE FUND. |
5.1 The Acquiring Fund and the Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include payment of customary dividends and other distributions.
5.2 The Fund will call a meeting of the Fund's shareholders to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.
5.3 Subject to the provisions of this Agreement, the Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.
5.4 As promptly as practicable, but in any case within sixty days after the Closing Date, the Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of the Fund for federal income tax purposes which will be carried over to the Acquiring Fund as a result of Section 381 of the Code and which will be certified by the Fund's President or its Vice President and Treasurer.
5.5 The Fund will provide the Acquiring Fund with information reasonably necessary for the preparation of a prospectus, which will include the Proxy Statement referred to in paragraph 4.1(n), all to be included in a Registration Statement on Form N-14 of the Trust on behalf of the Acquiring Fund (the "Registration Statement"), in compliance with the 1933 Act, the Securities Exchange Act of 1934, as amended, and the 1940 Act in connection with the meeting of the Fund's shareholders to consider approval of this Agreement and the transactions contemplated herein.
5.6 The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.
5.7 The Fund covenants that it is not acquiring the Acquiring Fund Shares to be issued hereunder for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.
5.8 As soon as is reasonably practicable after the Closing, the Fund will make a liquidating distribution to the Fund's shareholders consisting of the Acquiring Fund Shares received at the Closing.
6. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. |
The obligations of the Acquiring Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
6.1 All representations and warranties of the Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.
6.2 The Fund shall have delivered to the Acquiring Fund a statement of the Fund's assets and liabilities, together with a list of the Fund's portfolio securities showing the tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Fund's Treasurer.
6.3 The Fund shall have delivered to the Acquiring Fund on the Closing Date a certificate executed in its name by the Fund's President or Vice President and its Treasurer, in form and substance satisfactory to the Acquiring Fund, to the effect that the representations and warranties of the Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Acquiring Fund shall reasonably request.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE FUND.
The obligations of the Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of the Trust, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date.
7.2 The Acquiring Fund shall have delivered to the Fund on the Closing Date a certificate executed in its name by the Trust's President or Vice President and its Treasurer, in form and substance reasonably satisfactory to the Fund, to the effect that the representations and warranties of the Trust, on behalf of the Acquiring Fund, made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and as to such other matters as the Fund shall reasonably request.
8. | FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE FUND AND THE ACQUIRING FUND. |
If any of the conditions set forth below do not exist on or before the Closing Date with respect to the Fund or the Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement.
8.1 This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Fund in accordance with the provisions of the Fund's Declaration of Trust and the 1940 Act.
8.2 On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.
8.3 All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities) deemed necessary by the Fund or the Acquiring Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Fund or the Acquiring Fund, provided that either party hereto may for itself waive any of such conditions.
8.4 The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.
8.5 The Fund shall have declared and paid a dividend or dividends which, together with all previous dividends, shall have the effect of distributing to Fund shareholders all of the Fund's investment company taxable income (within the meaning of Section 852(b)(2) of the Code) for all taxable years or periods ending on or prior to the Closing Date (computed without regard to any deduction for dividends paid); the excess of its interest income excludable from gross income under Section 103(a) of the Code over its disallowed deductions under Sections 265 and 171(a)(2) of the Code, for all taxable years or periods; and all of its net capital gain (as defined in Section 1222(11) of the Code) realized in all taxable years or periods (after reduction for any capital loss carryforward).
8.6 The Fund and Acquiring Fund shall have received an opinion of Stroock & Stroock & Lavan LLP substantially to the effect that based on the facts and assumptions stated herein and conditioned on consummation of the Reorganization in accordance with this Agreement, for federal income tax purposes:
(a) The transfer of all of the Fund's assets to the Acquiring Fund in exchange solely for the Acquiring Fund Shares and the assumption by the Acquiring Fund of certain identified liabilities of the Fund, followed by the distribution by the Fund of those Acquiring Fund Shares to Fund Shareholders in complete liquidation of the Fund, will qualify as a "reorganization" within the meaning of Section 368(a) of the Code and each of the Fund and the Acquiring Fund will be "a party to a reorganization"; (b) no gain or loss will be recognized by the Acquiring Fund upon the receipt of the assets of the Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of certain identified liabilities of the Fund pursuant to the Reorganization; (c) no gain or loss will be recognized by the Fund upon the transfer of the Fund's assets to the Acquiring Fund in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of certain identified liabilities of the Fund or upon the distribution (whether actual or constructive) of those Acquiring Fund Shares to Fund Shareholders in exchange for their shares of the Fund in liquidation of the Fund pursuant to the Reorganization; (d) no gain or loss will be recognized by Fund Shareholders upon the exchange of their Fund shares for the Acquiring Fund Shares pursuant to the Reorganization; (e) the aggregate tax basis for the Acquiring Fund Shares received by each Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Fund shares held by such Shareholder immediately prior to the Reorganization, and the holding period of those Acquiring Fund Shares received by each Fund Shareholder will include the period during which the Fund shares exchanged therefor were held by such Shareholder (provided the Fund shares were held as capital assets on the date of the Reorganization); and (f) the tax basis of each Fund asset acquired by the Acquiring Fund will be the same as the tax basis of such asset to the Fund immediately prior to the Reorganization, and the holding period of each asset of the Fund in the hands of the Acquiring Fund will include the period during which that asset was held by the Fund.
In rendering its opinion, counsel may rely as to factual matters, exclusively and without independent verification, on the representations and warranties made in this Agreement, which counsel may treat as representations and warranties made to it, and in separate letters addressed to counsel and the certificates delivered pursuant to this Agreement.
No opinion will be expressed as to the effect of the Reorganization on (i) the Fund or the Acquiring Fund with respect to any asset as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting, and (ii) any shareholder of the Fund that is required to recognize unrealized gains and losses for federal income tax purposes under a mark-to-market system of accounting.
9. TERMINATION OF AGREEMENT; EXPENSES.
9.1 This Agreement and the transactions contemplated hereby may be terminated and abandoned by resolution of the Board of the Fund or of the Trust, as the case may be, at any time prior to the Closing Date (and notwithstanding any vote of the Fund's shareholders) if circumstances should develop that, in the opinion of the party's Board, make proceeding with the Reorganization inadvisable.
9.2 If this Agreement is terminated and the transactions contemplated hereby are abandoned pursuant to the provisions of this Section 9, this Agreement shall become void and have no effect, without any liability on the part of any party hereto or the Board members or officers of the Trust or the Fund, or shareholders of the Acquiring Fund or of the Fund, as the case may be, in respect of this Agreement.
9.3 Dreyfus shall bear the aggregate expenses of the transactions contemplated hereby to the extent those expenses are directly related to the Reorganization.
10. WAIVER.
At any time prior to the Closing Date, any of the foregoing conditions may be waived by the Board of the Fund or of the Trust if, in the judgment of either, such waiver will not have a material adverse effect on the benefits intended under this Agreement to the shareholders of the Fund or of the Acquiring Fund, as the case may be.
11. MISCELLANEOUS.
11.1 None of the representations and warranties included or provided for herein shall survive consummation of the transactions contemplated hereby.
11.2 This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and merges and supersedes all prior discussions, agreements and understandings of every kind and nature between them relating to the subject matter hereof. Neither party shall be bound by any condition, definition, warranty or representation, other than as set forth or provided in this Agreement or as may be, on or subsequent to the date hereof, set forth in a writing signed by the party to be bound thereby.
11.3 This Agreement shall be governed and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflict of laws; provided, however, that the due authorization, execution and delivery of this Agreement by the Fund and the Trust, on behalf of the Acquiring Fund, shall be governed and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to principles of conflict of laws; provided that, in the case of any conflict between those laws and federal securities laws, the latter shall govern.
11.4 This Agreement may be amended only by a signed writing between the parties.
11.5 This Agreement may be executed in counterparts, each of which, when executed and delivered, shall be deemed to be an original.
11.6 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.
11.7 It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of the Board members, shareholders, nominees, officers, agents, or employees of the Fund or the Trust personally, but shall bind only the property of the Fund or the Acquiring Fund, as the case may be, as provided in the Fund's Declaration of Trust and the Acquiring Fund's Charter, respectively; copies of the Fund's Declaration of Trust and the Acquiring Fund's Charter are on file at the office of the Secretary of the Commonwealth of Massachusetts and at the principal offices of the Fund and the Trust, respectively. The execution and delivery of this Agreement by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of the Fund or the Acquiring Fund, as the case may be.
IN WITNESS WHEREOF, the Fund and the Trust, on behalf of the Acquiring Fund, have caused this Agreement and Plan of Reorganization to be executed and attested on its behalf by its duly authorized representatives as of the date first above written.
DREYFUS MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND By: Stephen E. Canter, President |
ATTEST: Jeff Prusnofsky, Assistant Secretary |
DREYFUS PREMIER STATE MUNICIPAL BOND FUND on behalf of the MASSACHUSETTS SERIES By: Stephen E. Canter, President |
ATTEST: Jeff Prusnofsky, Assistant Secretary |
Exhibit B
DESCRIPTION OF THE TRUST'S BOARD MEMBERS
Board members of the Trust, together with information as to their positions with the Trust, principal occupations and other board memberships and affiliations, are shown below.(1)
Name (Age) Position with Trust (Since) | Principal Occupation During Past 5 Years | Other Board Memberships and Affiliations |
Joseph S. DiMartino (63) Chairman of the Board (1995) | Corporate Director and Trustee | The Muscular Dystrophy Association, Director Levcor International, Inc., an apparel fabric processor, Director Century Business Services, Inc., a provider of outsourcing functions for small and medium size companies, Director The Newark Group, a provider of a national market of paper recovery facilities, paperboard mills and paperboard converting plants, Director Sunair Services Corporation, engaging in the design, manufacture and sale of high frequency systems for long-range voice and data communications, as well as providing certain outdoor-related services to homes and businesses, Director |
Clifford L. Alexander, Jr. (73) Board Member (1983) | President of Alexander & Associates, Inc., a management consulting firm (January 1981-present) Chairman of the Board of Moody's Corporation (October 2000-October 2003) | Mutual of America Life Insurance Company, Director |
Peggy C. Davis (63) Board Member (1990) | Shad Professor of Law, New York University School of Law (1983-present) Writer and teacher in the fields of evidence, constitutional theory, family law, social sciences and the law, legal process and professional methodology and training | None |
Ernest Kafka (74) Board Member (1983) | Physician engaged in private practice specializing in the psychoanalysis of adults and adolescents (1962-present) Instructor, The New York Psychoanalytic Institute (1981-present) Associate Clinical Professor of Psychiatry at Cornell Medical School (1987-2002) | None |
Nathan Leventhal (63) Board Member (1989) | A management consultant for various non-profit organizations (May 2004-present) Chairman of the Avery-Fisher Artist Program (November 1997- present) | Movado Group, Inc., Director |
_____________________
(1) | None of the Board members are "interested persons" of the Trust, as defined in the 1940 Act. |
DREYFUS MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND
The undersigned shareholder of Dreyfus Massachusetts Intermediate Municipal Bond Fund (the "Fund") hereby appoints Joseph M. Chioffi and Jeff Prusnofsky, 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 beneficial interest of the Fund standing in the name of the undersigned at the close of business on December 15, 2006, at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, at 12:30 p.m., on Thursday, March 1, 2007, 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 proposal, as more fully described in the Prospectus/Proxy Statement for the meeting.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF TRUSTEES AND WILL BE VOTED FOR THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.
THREE EASY WAYS TO VOTE YOUR PROXY
3. | TELEPHONE: Call 1-888-[221-0697] and follow the simple instructions. |
4. | INTERNET: Go to www.proxyweb.com, and follow the on-line directions. |
5. | MAIL: Vote, sign and date, and return in the enclosed postage-paid envelope. |
If you are NOT voting by Telephone or Internet, Please Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
Dated: ________________________ Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope ______________________________ Signature(s) (Sign in the Box) 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. By signing this proxy card, receipt of the accompanying Notice of Special Meeting of Shareholders and Prospectus/Proxy Statement is acknowledged. |
Please fill in box as shown using black or blue ink or number 2 pencil. Please do not use fine point pens. |
1. | To approve an Agreement and Plan of Reorganization providing for the transfer of all of the assets of the Fund to the Massachusetts Series (the "Acquiring Fund") of Dreyfus Premier State Municipal Bond Fund, in exchange for Class Z shares of the Acquiring Fund having an aggregate net asset value equal to the value of the Fund's net assets and the assumption by the Acquiring Fund of the Fund's stated liabilities, and the pro rata distribution of those shares to the Fund's shareholders and subsequent termination of the Fund. FOR AGAINST ABSTAIN /_/ /_/ /_/ |
2. | 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. |
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
STATEMENT OF ADDITIONAL INFORMATION
________ ___, 2006
Acquisition of the Assets of
DREYFUS MASSACHUSETTS INTERMEDIATE MUNICIPAL BOND FUND
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
1-800-645-6561
By and in Exchange for Class Z Shares of
THE MASSACHUSETTS SERIES OF DREYFUS PREMIER STATE MUNICIPAL
BOND FUND
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
1-800-554-4611
This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the Prospectus/Proxy Statement dated ________ ___, 2006 relating specifically to the proposed transfer of all of the assets and liabilities of Dreyfus Massachusetts Intermediate Municipal Bond Fund (the "Fund") in exchange for Class Z shares of the Massachusetts Series (the "Acquiring Fund") of Dreyfus Premier State Municipal Bond Fund (the "Trust"). The transfer is to occur pursuant to an Agreement and Plan of Reorganization. This Statement of Additional Information consists of this cover page and the following documents attached hereto:
1. | The Acquiring Fund's Statement of Additional Information dated December __, 2006. |
2. | The Acquiring Fund's Annual Report for the fiscal year ended April 30, 2006. |
3. | The Fund's Annual Report for the fiscal year ended March 31, 2006. |
4. | The Fund's Semi-Annual Report for the six-month period ended September 30, 2006. |
5. | Pro forma financials for the combined Fund and Acquiring Fund as of October 31, 2006. |
The Acquiring Fund's Statement of Additional Information, and the financial statements included in the Acquiring Fund's Annual Report and the Fund's Annual Report and Semi-Annual Report, are incorporated herein by reference. The Prospectus/Proxy Statement dated December ___, 2006 may be obtained by writing to the Fund or the Acquiring Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
DOCUMENTS INCORPORATED BY REFERENCE
The Acquiring Fund's Statement of Additional Information dated December __, 2006 is incorporated herein by reference to the Acquiring Fund's Post-Effective Amendment No. __ to the Trust's Registration Statement on Form N-1A, filed _____ __, 2006 (File No. 33-10238). The financial statements of the Acquiring Fund are incorporated herein by reference to its Annual Report dated April 30, 2006, filed June 30, 2006.
The Fund's Statement of Additional Information dated August 1, 2006 is incorporated herein by reference to the Fund's Post-Effective Amendment No. 18 to its Registration Statement on Form N-1A, filed July 27, 2006 (File No. 33-47346). The financial statements of the Fund are incorporated herein by reference to its Annual Report dated March 31, 2006 and Semi-Annual Report dated September 30, 2006.
Pro Forma STATEMENT OF INVESTMENTS (Unaudited) Dreyfus Premier State Municipal Bond Fund, Massachusetts Series October 31, 2006 Principal Amount ($) Value ($) --------------------------------------------------------------------------- Dreyfus Dreyfus Premier Premier Dreyfus State Dreyfus State Massachusetts Municipal Massachusetts Muncipal Intermediate Bond Fund, Intermediate Proforma Bond Fund, Muncipal Pro Forma Massachusetts Municipal Bond Combined Massachusetts Bond Combined Series Fund (*) Series Fund (*) Long-Term Municipal Coupon Maturity Investments--98.8% Rate Date (%) - ----------------------------------------------------------------------------------------------------------------------------------- Massachusetts--83.8% Bellingham (Insured; AMBAC) 5.00 3/1/17 1,945,000 1,945,000 2,066,290 2,066,290 Bellingham (Insured; AMBAC) 5.00 3/1/18 2,040,000 2,040,000 2,165,542 2,165,542 Bellingham (Insured; AMBAC) 5.00 3/1/19 2,140,000 2,140,000 2,271,696 2,271,696 Bellingham (Insured; AMBAC) 5.00 3/1/20 2,245,000 2,245,000 2,383,157 2,383,157 Boston 5.75 2/1/10 3,945,000 a 1,000,000 a 4,945,000 4,210,814 1,067,380 5,278,194 Boston Convention Center Act 1997, Special Obligation (Insured; AMBAC) 5.00 5/1/16 1,750,000 1,750,000 1,860,495 1,860,495 Boston Industrial Development Financing Authority, Revenue (Pilot Seafood Project) (LOC; Canadian Imperial Bank) 5.88 4/1/07 950,000 950,000 953,572 953,572 Boston Industrial Development Financing Authority, Sewage Facility Revenue (Harbor Electric Energy Co. Project) 7.38 5/15/15 1,805,000 1,805,000 1,821,209 1,821,209 Boston Water and Sewer Commission, Revenue 5.00 11/1/20 2,000,000 2,000,000 2,152,080 2,152,080 Brookline 5.25 4/1/20 3,860,000 3,860,000 4,093,877 4,093,877 Fall River (Insured; MBIA) 5.25 1,000,000 1,000,000 1,019,440 1,019,440 Greater Lawrence Sanitation District (Insured; MBIA) 5.75 6/15/10 1,425,000 a 1,425,000 1,543,517 1,543,517 Holliston (Insured; MBIA) 5.25 4/1/20 1,655,000 1,655,000 1,794,665 1,794,665 Holyoke Gas and Electric Department, Revenue (Insured; MBIA) 5.38 12/1/15 1,245,000 1,245,000 1,360,461 1,360,461 Hopkinton 5.00 9/1/17 1,735,000 1,735,000 1,847,723 1,847,723 Hopkinton 5.00 9/1/18 1,735,000 1,735,000 1,845,815 1,845,815 Hopkinton 5.00 9/1/19 1,735,000 1,735,000 1,845,814 1,845,814 Hopkinton 5.00 9/1/20 1,735,000 1,735,000 1,845,814 1,845,814 Marblehead 5.00 8/15/23 1,835,000 1,835,000 1,962,367 1,962,367 Marblehead 5.00 8/15/24 1,925,000 1,925,000 2,054,610 2,054,610 Massachusetts (Insured; AMBAC) 6.00 8/1/10 1,500,000 1,500,000 1,625,850 1,625,850 Massachusetts (Insured; FSA) 5.25 9/1/23 1,000,000 1,000,000 1,148,680 1,148,680 Massachusetts, Consolidated Loan 5.00 3/1/19 1,640,000 1,640,000 1,765,165 1,765,165 Massachusetts, Consolidated Loan (Insured; FSA) 5.13 3/1/12 3,000,000 a 3,000,000 3,218,850 3,218,850 Massachusetts, Consolidated Loan (Insured; MBIA) 5.38 8/1/12 1,000,000 a 1,000,000 1,090,040 1,090,040 Massachusetts, Federal Highway 5.50 12/15/09 1,000,000 1,000,000 1,057,260 1,057,260 Massachusetts, Federal Highway, GAN 5.50 6/15/14 1,000,000 1,000,000 1,046,560 1,046,560 Massachusetts Bay Transportation Authority, Assessment Revenue 5.25 7/1/10 5,255,000 a 5,255,000 5,560,263 5,560,263 Massachusetts Bay Transportation Authority, Assessment Revenue 5.25 7/1/14 1,000,000 a 1,000,000 1,105,760 1,105,760 Massachusetts Bay Transportation Authority, Assessment Revenue 5.00 7/1/21 2,400,000 2,400,000 2,580,552 2,580,552 Massachusetts Bay Transportation Authority, Assessment Revenue 5.25 7/1/30 1,495,000 1,495,000 1,570,557 1,570,557 Massachusetts Bay Transportation Authority (General Transportation Systems) 6.20 3/1/16 2,055,000 2,055,000 2,383,451 2,383,451 Massachusetts Bay Transportation Authority (General Transportation Systems) 7.00 3/1/21 1,000,000 1,000,000 1,257,880 1,257,880 Massachusetts Bay Transportation Authority, General Transportation System (Insured; MBIA) 5.50 3/1/12 1,000,000 1,000,000 1,092,010 1,092,010 Massachusetts Bay Transportation Authority, Sales Tax Revenue 5.00 7/1/12 1,000,000 a 1,000,000 1,071,930 1,071,930 Massachusetts Bay Transportation Authority, Senior Sales Tax Revenue 5.00 7/1/21 1,000,000 1,000,000 1,111,860 1,111,860 Massachusetts Bay Transportation Authority, Senior Sales Tax Revenue (Insured; MBIA) 5.50 7/1/27 3,000,000 3,000,000 3,593,130 3,593,130 Massachusetts College Building Authority, Project Revenue (Insured; AMBAC) 5.00 5/1/24 1,000,000 1,000,000 1,073,080 1,073,080 Massachusetts College Building Authority, Project Revenue (Insured; MBIA) 5.00 5/1/23 1,190,000 1,190,000 1,263,685 1,263,685 Massachusetts College Building Authority, Project Revenue (Insured; MBIA) 0.00 5/1/26 5,385,000 5,385,000 2,358,038 2,358,038 Massachusetts Development Finance Agency, Revenue (Assumption College Issue) (Insured; Radian) 6.00 3/1/30 1,905,000 1,905,000 2,047,399 2,047,399 Massachusetts Development Finance Agency, Revenue (Curry College Issue) (Insured; ACA) 5.00 3/1/36 1,000,000 1,000,000 1,035,770 1,035,770 Massachusetts Development Finance Agency, Revenue (Landmark School Issue) (Insured; Radian) 5.25 6/1/29 1,100,000 1,100,000 1,126,202 1,126,202 Massachusetts Development Finance Agency, Revenue (Massachusetts College of Pharmacy and Allied Health Sciences Issue) 6.75 1/1/10 2,000,000 a 2,000,000 2,207,540 2,207,540 Massachusetts Development Finance Agency, Revenue (Massachusetts College of Pharmacy and Allied Health Sciences Issue) 6.38 7/1/23 1,000,000 1,000,000 1,129,730 1,129,730 Massachusetts Development Finance Agency, Revenue (Mount Holyoke College Issue) 5.25 7/1/31 5,000,000 5,000,000 5,285,200 5,285,200 Massachusetts Development Finance Agency, Revenue (Neville Communities Home, Inc. Project) (Collateralized; GNMA) 5.75 6/20/22 600,000 600,000 674,292 674,292 Massachusetts Development Finance Agency, Revenue (Neville Communities Home, Inc. Project) (Collateralized; GNMA) 6.00 6/20/44 1,500,000 1,500,000 1,683,855 1,683,855 Massachusetts Development Finance Agency, RRR (Ogden Haverhill Project) 5.50 12/1/19 1,200,000 1,200,000 1,247,364 1,247,364 Massachusetts Development Finance Agency, RRR (Semass Systems) (Insured; MBIA) 5.63 1/1/14 2,000,000 2,000,000 2,186,120 2,186,120 Massachusetts Development Finance Agency, SWDR (Dominion Energy Brayton Point Issue) 5.00 2/1/36 2,000,000 2,000,000 2,066,120 2,066,120 Massachusetts Educational Financing Authority, Education Loan Revenue (Insured; AMBAC) 5.70 7/1/11 565,000 565,000 569,723 569,723 Massachusetts Educational Financing Authority, Education Loan Revenue (Insured; AMBAC) 5.00 1/1/13 1,440,000 1,440,000 1,449,101 1,449,101 Massachusetts Educational Financing Authority, Education Loan Revenue (Insured; AMBAC) 5.85 7/1/14 400,000 400,000 403,640 403,640 Massachusetts Educational Financing Authority, Education Loan Revenue (Insured; MBIA) 5.13 12/1/14 585,000 585,000 585,801 585,801 Massachusetts Health and Educational Facilities Authority, Healthcare System Revenue (Covenant Health Systems Obligated Group Issue) 6.00 7/1/22 5,100,000 5,100,000 5,550,789 5,550,789 Massachusetts Health and Educational Facilities Authority, Revenue (Community College Program) (Insured; AMBAC) 5.25 10/1/26 2,845,000 2,845,000 2,993,708 2,993,708 Massachusetts Health and Educational Facilities Authority, Revenue (Hallmark Health System) (Insured; FSA) 5.25 7/1/10 2,055,000 2,055,000 2,124,582 2,124,582 Massachusetts Health and Educational Facilities Authority, Revenue (Harvard University Issue) 6.00 7/1/10 2,500,000 a 2,500,000 2,730,225 2,730,225 Massachusetts Health and Educational Facilities Authority, Revenue (Harvard University Issue) 6.25 4/1/20 1,050,000 1,050,000 1,312,721 1,312,721 Massachusetts Health and Educational Facilities Authority, Revenue (Harvard University Issue) 5.00 7/15/22 2,945,000 2,945,000 3,118,372 3,118,372 Massachusetts Health and Educational Facilities Authority, Revenue (Harvard University Issue) 5.13 7/15/37 2,000,000 2,000,000 2,115,740 2,115,740 Massachusetts Health and Educational Facilities Authority, Revenue (Healthcare System-Covenant Health) 6.50 7/1/17 1,485,000 1,485,000 1,658,790 1,658,790 Massachusetts Health and Educational Facilities Authority, Revenue (Medical Academic and Scientific Community Organization Issue) 6.63 1/1/15 2,500,000 2,500,000 2,509,950 2,509,950 Massachusetts Health and Educational Facilities Authority, Revenue (Milford-Whitinsville Regional Hospital Issue) 6.50 7/15/23 2,250,000 2,250,000 2,463,548 2,463,548 Massachusetts Health and Educational Facilities Authority, Revenue (New England Medical Center Hospitals Issue) (Insured; FGIC) 5.38 5/15/17 1,950,000 1,950,000 2,102,588 2,102,588 Massachusetts Health and Educational Facilities Authority, Revenue (Partners Healthcare System) 6.00 7/1/16 1,520,000 1,520,000 1,673,398 1,673,398 Massachusetts Health and Educational Facilities Authority, Revenue (Partners Healthcare System) 6.00 7/1/17 1,145,000 1,145,000 1,261,069 1,261,069 Massachusetts Health and Educational Facilities Authority, Revenue (Partners Healthcare System) 5.00 7/1/20 1,200,000 1,200,000 1,268,472 1,268,472 Massachusetts Health and Educational Facilities Authority, Revenue (Partners Healthcare System) 5.00 7/1/21 1,000,000 1,000,000 1,068,420 1,068,420 Massachusetts Health and Educational Facilities Authority, Revenue (Partners Healthcare System) 5.75 7/1/32 1,350,000 1,350,000 1,468,922 1,468,922 Massachusetts Health and Educational Facilities Authority, Revenue (Partners Healthcare System) (Insured; MBIA) 5.13 7/1/11 1,000,000 1,000,000 1,018,410 1,018,410 Massachusetts Health and Educational Facilities Authority, Revenue (Schepens Eye Research) (Insured; ACA) 6.50 7/1/28 2,100,000 2,100,000 2,272,431 2,272,431 Massachusetts Health and Educational Facilities Authority, Revenue (Simmons College Issue) (Insured; FGIC) 5.00 10/1/23 1,000,000 1,000,000 1,064,840 1,064,840 Massachusetts Health and Educational Facilities Authority, Revenue (Springfield College Issue) (Insured; Radian) 5.13 10/15/23 1,100,000 1,100,000 1,163,228 1,163,228 Massachusetts Health and Educational Facilities Authority, Revenue (Tufts University Issue) 5.50 8/15/17 1,700,000 1,700,000 1,959,114 1,959,114 Massachusetts Health and Educational Facilities Authority, Revenue (Tufts University Issue) 5.50 8/15/18 1,625,000 1,625,000 1,882,920 1,882,920 Massachusetts Health and Educational Facilities Authority, Revenue (Tufts University Issue) 5.25 2/15/30 2,000,000 2,000,000 2,093,900 2,093,900 Massachusetts Health and Educational Facilities Authority, Revenue (UMass Memorial Issue) 5.25 7/1/25 1,895,000 1,895,000 1,997,330 1,997,330 Massachusetts Health and Educational Facilities Authority, Revenue (UMass Memorial Issue) 5.00 7/1/33 1,070,000 1,070,000 1,092,952 1,092,952 Massachusetts Health and Educational Facilities Authority, Revenue (University of Massachusetts-Worcester Campus) (Insured; FGIC) 5.25 10/1/14 1,000,000 1,000,000 1,070,780 1,070,780 Massachusetts Health and Educational Facilities Authority, Revenue (Harvard Pilgrim Health) (Insured; FSA) 5.25 7/1/11 1,675,000 1,675,000 1,723,742 1,723,742 Massachusetts Health and Educational Facilities Authority, Revenue (Wheaton College Issue) 5.00 7/1/19 1,165,000 1,165,000 1,240,410 1,240,410 Massachusetts Housing Finance Agency, Housing 5.00 12/1/24 1,620,000 1,620,000 1,642,891 1,642,891 Massachusetts Housing Finance Agency, Housing 5.00 12/1/26 1,250,000 1,250,000 1,277,238 1,277,238 Massachusetts Housing Finance Agency, Housing 5.00 12/1/28 1,000,000 1,000,000 1,021,300 1,021,300 Massachusetts Housing Finance Agency, Housing 5.25 12/1/33 2,000,000 2,000,000 2,071,320 2,071,320 Massachusetts Housing Finance Agency, Housing 5.10 6/1/37 3,000,000 3,000,000 3,093,030 3,093,030 Massachusetts Housing Finance Agency, Housing 5.10 12/1/37 2,180,000 2,180,000 2,244,811 2,244,811 Massachusetts Housing Finance Agency, Housing Development (Insured; MBIA) 5.40 6/1/20 345,000 345,000 352,614 352,614 Massachusetts Housing Finance Agency, Housing Revenue 5.00 6/1/30 2,000,000 2,000,000 2,065,520 2,065,520 Massachusetts Industrial Finance Agency, RRR (Ogden Haverhill Project) 5.60 12/1/19 2,000,000 2,000,000 2,066,980 2,066,980 Massachusetts Industrial Finance Agency, Water Treatment Revenue (Massachusetts-American Hingham Project) 6.95 12/1/35 2,790,000 2,790,000 2,803,838 2,803,838 Massachusetts Municipal Wholesale Electric Co., Power Supply System Revenue (Nuclear Project Number 4) (Insured; MBIA) 5.25 7/1/14 2,000,000 2,000,000 2,164,460 2,164,460 Massachusetts Municipal Wholesale Electric Co., Power Supply System Revenue (Project Number 6) (Insured; MBIA) 5.25 7/1/12 1,810,000 1,810,000 1,954,547 1,954,547 Massachusetts Water Pollution Abatement Trust (Pool Program) 5.63 2/1/07 4,870,000 a 4,870,000 4,943,342 4,943,342 Massachusetts Water Pollution Abatement Trust (Pool Program) 5.38 8/1/09 1,710,000 a 1,710,000 1,808,120 1,808,120 Massachusetts Water Pollution Abatement Trust (Pool Program) 5.00 8/1/21 1,000,000 1,000,000 1,078,130 1,078,130 Massachusetts Water Pollution Abatement Trust (Pool Program) 5.38 8/1/27 3,065,000 3,065,000 3,222,296 3,222,296 Massachusetts Water Pollution Abatement Trust, Water Pollution Abatement Revenue (Massachusetts Water Resources Authority Program) 6.00 8/1/14 1,015,000 1,015,000 1,085,634 1,085,634 Massachusetts Water Resources Authority (Insured; MBIA) 5.20 8/1/11 1,000,000 a 1,000,000 1,080,170 1,080,170 Massachusetts Water Resources Authority (Insured; MBIA) 5.25 8/1/26 2,000,000 2,000,000 2,215,660 2,215,660 Massachusetts Water Resources Authority, General Revenue (Insured; AMBAC) 5.00 8/1/21 1,300,000 1,300,000 1,425,333 1,425,333 Massachusetts Water Resources Authority, General Revenue (Insured; MBIA) 5.25 8/1/21 1,500,000 1,500,000 1,677,045 1,677,045 Massachusetts Water Resources Authority, Subordinated General Revenue (Insured; MBIA) 5.50 8/1/11 2,000,000 2,000,000 2,169,440 2,169,440 Medford (Insured; AMBAC) 5.00 3/15/19 1,155,000 1,155,000 1,226,575 1,226,575 Narragansett Regional School District, GO (Insured; AMBAC) 6.50 6/1/16 1,205,000 1,205,000 1,332,489 1,332,489 New England Educational Loan Marketing Corp., Student Loan Revenue 6.90 11/1/09 1,000,000 2,000,000 3,000,000 1,055,690 2,111,380 3,167,070 Pittsfield (Insured; MBIA) 5.13 4/15/22 1,500,000 1,500,000 1,610,055 1,610,055 Plymouth County, COP (Correctional Facility Project) (Insured; AMBAC) 5.13 4/1/13 2,000,000 2,000,000 2,103,280 2,103,280 Route 3 North Transportation Improvement Association, LR (Insured; MBIA) 5.75 6/15/10 1,000,000 a 1,000,000 1,074,360 1,074,360 Route 3 North Transportation Improvement Association, LR (Insured; MBIA) 5.75 6/15/15 1,500,000 1,500,000 1,604,325 1,604,325 Sandwich (Insured; MBIA) 5.00 7/15/19 1,000,000 1,000,000 1,096,950 1,096,950 Springfield, Municipal Purpose Loan (Insured; FGIC) 5.00 8/1/18 1,000,000 1,000,000 1,066,080 1,066,080 Triton Regional School District (Insured; FGIC) 5.00 4/1/16 1,420,000 1,420,000 1,509,006 1,509,006 Triton Regional School District (Insured; FGIC) 5.25 4/1/19 1,420,000 1,420,000 1,524,256 1,524,256 Triton Regional School District (Insured; FGIC) 5.25 4/1/20 1,420,000 1,420,000 1,524,256 1,524,256 Westfield (Insured; FGIC) 6.50 5/1/10 1,750,000 a 1,750,000 1,933,505 1,933,505 Woods Hole, Martha's Vineyard and Nantucket Steamship Authority 5.00 3/1/19 1,070,000 1,070,000 1,155,611 1,155,611 U.S. Related--15.0% Children's Trust Fund of Puerto Rico, Tobacco Settlement Asset-Backed Bonds 5.75 7/1/10 2000000 a 2,000,000 2,153,840 2,153,840 Children's Trust Fund of Puerto Rico, Tobacco Settlement Asset-Backed Bonds 5.75 7/1/10 2000000 a 2,000,000 2,153,840 2,153,840 Children's Trust Fund of Puerto Rico, Tobacco Settlement Asset-Backed Bonds 5.38 5/15/33 2,065,000 2,065,000 2,169,716 2,169,716 Children's Trust Fund of Puerto Rico, Tobacco Settlement Asset-Backed Bonds 5.50 5/15/39 1,245,000 1,245,000 1,305,719 1,305,719 Children's Trust Fund of Puerto Rico, Tobacco Settlement Asset-Backed Bonds 0.00 5/15/50 5,000,000 5,000,000 342,850 342,850 Guam Economic Development Authority, Tobacco Settlement Asset-Backed Bonds 0/5.00 5/15/09 860,000 b 860,000 827,845 827,845 Guam Economic Development Authority, Tobacco Settlement Asset-Backed Bonds 0/5.40 5/15/15 350,000 b 350,000 342,153 342,153 Guam Government, LOR (Infrastructure Improvement) (Insured; AMBAC) 5.00 11/1/12 1,000,000 1,000,000 1,032,730 1,032,730 Puerto Rico Commonwealth, Public Improvement 5.25 7/1/25 1,500,000 1,500,000 1,625,850 1,625,850 Puerto Rico Commonwealth, Public Improvement 5.25 7/1/26 2,000,000 2,000,000 2,162,840 2,162,840 Puerto Rico Commonwealth, Public Improvement 5.25 7/1/30 2,000,000 2,000,000 2,167,800 2,167,800 Puerto Rico Commonwealth, Public Improvement (Insured; FSA) 5.25 7/1/14 1,000,000 1,000,000 1,109,990 1,109,990 Puerto Rico Commonwealth, Public Improvement (Insured; XLCA) 5.25 7/1/17 1,460,000 1,460,000 1,642,106 1,642,106 Puerto Rico Electric Power Authority, Power Revenue 5.13 7/1/29 1,700,000 1,700,000 1,796,594 1,796,594 Puerto Rico Electric Power Authority, Power Revenue (Insured; FSA) 5.13 7/1/26 1,000,000 1,000,000 1,066,880 1,066,880 Puerto Rico Highway and Transportation Authority, Transportation Revenue (Insured; CIFG) 5.75 7/1/19 1,000,000 1,000,000 1,121,020 1,121,020 Puerto Rico Highway and Transportation Authority, Transportation Revenue (Insured; CIFG) 5.75 7/1/20 2,000,000 2,000,000 2,242,040 2,242,040 Puerto Rico Infrastructure Financing Authority, Special Tax Revenue 5.00 7/1/17 1,750,000 1,750,000 1,885,433 1,885,433 Puerto Rico Infrastructure Financing Authority, Special Tax Revenue 5.00 7/1/18 1,000,000 1,000,000 1,074,480 1,074,480 Puerto Rico Infrastructure Financing Authority, Special Tax Revenue 5.00 7/1/31 2,000,000 2,000,000 2,107,240 2,107,240 Puerto Rico Infrastructure Financing Authority, Special Tax Revenue (Insured; AMBAC) 0.00 7/1/35 4,665,000 4,665,000 1,316,976 1,316,976 Puerto Rico Infrastructure Financing Authority, Special Tax Revenue (Insured; FGIC) 5.50 7/1/19 1,000,000 1,000,000 1,162,480 1,162,480 Puerto Rico Public Buildings Authority, Guaranteed Government Facilities Revenue 5.75 7/1/22 1,900,000 1,900,000 2,227,047 2,227,047 Puerto Rico Public Buildings Authority, Guaranteed Government Facilities Revenue (Insured; AMBAC) 6.25 7/1/15 1,100,000 1,100,000 1,306,745 1,306,745 Virgin Islands Public Finance Authority, Revenue, Virgin Islands Gross Receipts Taxes Loan Note 5.63 10/1/10 680,000 680,000 701,304 701,304 Virgin Islands Public Finance Authority, Revenue, Virgin Islands Gross Receipts Taxes Loan Note (Insured; FSA) 5.25 10/1/21 1,000,000 1,000,000 1,099,020 1,099,020 Virgin Islands Public Finance Authority, Revenue, Virgin Islands Matching Fund Loan Notes (Subordinated Lien/Capital Program) 5.88 10/1/18 500,000 500,000 522,455 522,455 Virgin Islands Water and Power Authority, Electric System Revenue (Insured; Radian) 5.13 7/1/11 1,000,000 1,000,000 1,031,770 1,031,770 --------------------------------- Total Long-Term Municipal Investments (cost $180,137,887 and $68,674,331 respectively) 190,754,527 71,175,920 261,930,447 Short-Term Municipal Investments--1.2% - ----------------------------------------------------------------------------------------------------------------------------------- Massachusetts; Massachusetts, Consolidated Loan (Liquidity Facility; Dexia Credit Locale) 3.59 11/1/06 1,000,000 c 1,000,000 1,000,000 1,000,000 Massachusetts, GO (Central Artery/Ted Williams Tunnel Infrastructure Loan Act of 2000) (Liquidity Facility; State Street Bank and Trust Co.) 3.60 11/1/06 1,000,000 c 1,000,000 1,000,000 1,000,000 Massachusetts Health and Educational Facilities Authority, Revenue (Capital Asset Program Issue) (LOC; Bank of America) 3.64 11/1/06 1,200,000 c 1,200,000 1,200,000 1,200,000 --------------------------------- Total Short-Term Municipal Investments (cost $3,200,000 and $0.00 respectively) 3,200,000 0 3,200,000 ================================= Total Investments-100.0% (cost $183,337,887and $68,674,331 respectively) 193,954,527 71,175,920 265,130,447 =================================
* | Management does not anticipate having to sell any securities as a result of the Exchange. |
a | These securities are prerefunded; the date shown represents the prerefunded date. Bonds which are prerefunded are collateralized by U.S. Government securities which are held in escrow and are used to pay principal and interest on the municipal issue and to retire the bonds in full at the earliest refunding date. |
b | Zero coupon until a specified date at which time the stated coupon rate becomes effective until maturity. |
c | Securities payable on demand. Variable interest rate--subject to periodic change. |
d | Securities payable on demand. Variable interest rate--subject to periodic change. |
Summary of Abbreviations
ACA AGIC ARRN BIGI CGIC CIFG COP EDR FGIC FHLB FNMA GAN GNMA HR IDC LOC LR MFHR PCR RAC RAW SAAN SFHR SONYMA TAN TRAN | American Capital Access Asset Guaranty Insurance Company Adjustable Rate Receipt Notes Bond Investors Guaranty Insurance Capital Guaranty Insurance Company CDC Ixis Financial Guaranty Certificate of Participation Economic Development Revenue Financial Guaranty Insurance Company Federal Home Loan Bank Federal National Mortgage Association Grant Anticipation Notes Government National Mortgage Association Hospital Revenue Industrial Development Corporation Letter of Credit Lease Revenue Multi-Family Housing Revenue Pollution Control Revenue Revenue Anticipation Certificates Revenue Anticipation Warrants State Aid Anticipation Notes Single Family Housing Revenue State of New York Mortgage Agency Tax Anticipation Notes Tax and Revenue Anticipation Notes | AGC AMBAC BAN BPA CIC CMAC CP EIR FHA FHLMC FSA GIC GO IDB IDR LOR MBIA MFMR PILOT RAN RRR SBPA SFMR SWDR TAW XLCA | ACE Guaranty Corporation American Municipal Bond Assurance Corporation Bond Anticipation Notes Bond Purchase Agreement Continental Insurance Company Capital Market Assurance Corporation Commercial Paper Environmental Improvement Revenue Federal Housing Administration Federal Home Loan Mortgage Corporation Financial Security Assurance Guaranteed Investment Contract General Obligation Industrial Development Board Industrial Development Revenue Limited Obligation Revenue Municipal Bond Investors Assurance Insurance Corporation Multi-Family Mortgage Revenue Payment in Lieu of Taxes Revenue Anticipation Notes Resources Recovery Revenue Standby Bond Purchase Agreement Single Family Mortgage Revenue Solid Waste Disposal Revenue Tax Anticipation Warrants XL Capital Assurance |
Dreyfus Premier Dreyfus State Municipal Massachusetts Bond Fund, Intermediate Massachusetts Municipal Bond Series Fund ------------------------------------------- Summary of Combined Ratings (Unaudited) Value (%)+ Fitch Moody's Standard & Poor's - --------------------------------------------------------------------------------------------------------------------------------- AAA Aaa AAA 47.7 70.3 AA Aa AA 28.7 14.2 A A A 10.1 5.3 BBB Baa BBB 11.8 9.5 F1 MIG1/P1 SP1/A1 1.7 Not Rated d Not Rated d Not Rated d 0.7 ----------------------------------------------------------- 100.0 100.0 + Based on total investments. d Securities which, while not rated by Fitch, Moody's and Standard & Poor's, have been determined by the Manager to be of comparable quality to those rated securities in which the fund may invest. See notes to financial statements.
Pro Forma Statement of Assets and Liabilities
October 31, 2006 (Unaudited)
Dreyfus Premier State Municipal Bond Fund, Dreyfus Premier Dreyfus Massachusetts Series State Municipal Massachusetts Pro Forma Bond Fund, Intermediate Combined Massachusetts Series Municipal Bond Fund Adjustments (Note 1) --------------------------- ---------------------- ----------------- ------------------ ASSETS: Investments in securities, at value - See Statement of Investments * $ 193,954,527 $ 71,175,920 $ 265,130,447 Cash 432,715 (68,865) 363,850 Interest receivable 2,766,302 1,038,864 3,805,166 Receivable for investment securities sold - 1,633,478 1,633,478 Receivable for shares of Beneficial Interest subscribed 4,639 500 5,139 Prepaid expenses 17,632 5,942 23,574 ----------------- --------------- ------------- ---------------- Total Assets 197,175,815 73,854,704 (68,865) 270,961,654 ----------------- --------------- ------------- ---------------- LIABILITIES: Due to The Dreyfus Corporation and affiliates 120,599 34,705 155,304 Cash overdraft due to Custodian - 68,865 (68,865) - Payable for investment securities purchased - 1,069,302 1,069,302 Payable for shares of Beneficial Interest redeemed 72,895 - - 72,895 Accrued expenses 45,050 40,755 85,805 ----------------- --------------- ------------- ---------------- Total Liabilities 238,544 1,213,627 (68,865) 1,383,306 ----------------- --------------- ------------- ---------------- NET ASSETS $ 196,937,271 $ 72,641,077 - $ 269,578,348 ================= =============== ============== ================ COMPOSITION OF NET ASSETS: Paid-in capital $ 185,792,473 $ 70,438,120 $ 256,230,593 Accumulated net realized gain (loss) on investments 528,158 (298,632) 229,526 Accumulated net unrealized appreciation (depreciation) on investments 10,616,640 2,501,589 13,118,229 ----------------- --------------- ------------- ---------------- NET ASSETS $ 196,937,271 $ 72,641,077 $ 269,578,348 ================= =============== ============= ================ Class A Shares (unlimited number of $.001 par value shares authorized) Net Assets $ 52,171,598 $ - 52,171,598 Shares outstanding 4,434,088 - 4,434,088 Net asset value, and redemption price per share $ 11.77 $ - $ 11.77 ================= =============== ============== Maximum offering price per share (net asset value plus maximum sales charge) $ 12.32 $ - $ 12.32 ================= =============== ============== Class B Shares (unlimited number of $.001 par value shares authorized) Net Assets $ 4,582,361 $ - 4,582,361 Shares outstanding 389,871 - 389,871 Net asset value, offering price and redemption price per share $ 11.75 - $ 11.75 ================= =============== ============== Class C Shares (unlimited number of $.001 par value shares authorized) Net Assets $ 4,008,929 $ - 4,008,929 Shares outstanding 340,459 - 340,459 Net asset value, offering price and redemption price per share $ 11.78 $ - $ 11.78 ================= =============== ============== Class Z Shares (unlimited number of $.001 par value shares authorized) Net Assets $ 136,174,382 $ 72,641,076 208,815,458 Shares outstanding 11,574,492 5,289,431 882,283 17,746,206 Net asset value, offering price and redemption price per share $ 11.77 $ 13.73 $ 11.77 ================= =============== ============== * Investments in securities, at cost $ 183,337,887 $ 68,674,331 $252,012,218 ==============
See notes to pro forma financial statements.
Pro Forma Statement of Operations
For the Twelve Months Ended October 31, 2006 (Unaudited)
Dreyfus Premier State Municipal Bond Fund, Dreyfus Premier Dreyfus Massachusetts Series State Municipal Massachusetts Pro Forma Bond Fund, Intermediate Combined Massachusetts Series Municipal Bond Fund Adjustments (Note 1) --------------------------- ---------------------- ---------------------- -------------------- INVESTMENT INCOME: Interest Income $ 9,713,027 $ 3,528,417 $ 13,241,444 Expenses: Management fee $ 1,088,508 $ 464,327 $ (38,694) (a) $ 1,514,141 Shareholder servicing costs 357,366 70,903 -- 428,269 Distribution fees 57,912 -- -- 57,912 Professional fees 29,079 46,809 (44,000) (a) 31,888 Prospectus and shareholders' reports 8,661 6,480 (3,000) (a) 12,141 Custodian fees 24,687 10,469 (4,000) (a) 31,156 Trustees' fees and expenses 1,963 10,858 (9,800) (a) 3,021 Registration fees 33,333 11,676 (9,600) (a) 35,409 Loan commitment fees 1,247 502 1,749 Miscellaneous 28,913 18,482 (6,500) (a) 40,895 ----------------- -------------- --------------- ------------ Total Expenses 1,631,669 640,506 (115,594) 2,156,581 ----------------- -------------- --------------- ------------ Less- reduction in management fee due to undertaking (2,765) (24,747) 27,512 (b) (0) Less-reduction in custody fees due to earnings credits (4,930) (3,522) (8,452) ----------------- -------------- --------------- ------------ Net Expenses 1,623,974 612,237 (88,082) 2,148,129 ----------------- -------------- --------------- ------------ NET INVESTMENT INCOME 8,089,053 2,916,180 88,082 11,093,315 ----------------- -------------- --------------- ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: Net realized gain (loss) on investments $ 529,371 $ (187,611) $ 341,760 Net unrealized appreciation (depreciation) on investments 1,452,619 401,488 1,854,107 ----------------- -------------- --------------- ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 1,981,990 213,877 2,195,867 ----------------- -------------- --------------- ------------ NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 10,071,043 $ 3,130,057 $ 88,082 $ 13,289,182 ================= ============== ================ ============ (a) Reflects the anticipated savings as a result of the Merger. (b) Reflects reduction of expense undertaken.
See notes to pro forma financial statements.
Dreyfus Premier State Municipal Bond Fund, Massachusetts Series
NOTES TO PRO FORMA FINANCIAL STATEMENTS (Unaudited)
NOTE 1 — Basis of Combination:
At special meetings of the Board held on November 8, 2006 and November 15, 2006, the Board of Trustees/Directors of Dreyfus Massachusetts Intermediate Municipal Bond Fund and Dreyfus Premier State Municipal Bond Fund, each approved an Agreement and Plan of Reorganization pursuant to which, subject to approval by the shareholders of Dreyfus Massachusetts Intermediate Municipal Bond Fund (the “Fund”), the Fund will transfer all of its assets, subject to its liabilities, to Dreyfus Premier State Municipal Bond Fund, Massachusetts Series (the “Acquiring Fund”), a series of Dreyfus Premier State Municipal Bond Fund. Fund shares will be exchanged for a number of shares of the Acquiring Fund equal in value to the assets less liabilities of the Fund (the “Exchange”). Shares of the Acquiring Fund then will be distributed to the Fund shareholders on a pro rata basis in liquidation of the Fund. Prior to the Exchange the Acquiring Fund will create Class Z shares. Fund shareholders will receive Acquiring Fund Class Z shares in the Exchange.
The Exchange will be accounted for as a tax-free merger of investment companies. The unaudited pro forma statement of investments and statement of assets and liabilities reflect the financial position of the Acquiring Fund and the Fund at October 31, 2006. The unaudited pro forma statement of operations reflects the results of operations of the Acquiring Fund and the Fund for the twelve months ended October 31, 2006. These statements have been derived from the Fund’s and the Acquiring Fund’s respective books and records utilized in calculating daily net asset value at the dates indicated above under accounting principles generally accepted in the United States. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets. The historical cost of investment securities will be carried forward to the surviving entity and results of operations of the Acquiring Fund for pre-combination periods will not be restated. The fiscal year ends are April 30 for the Acquiring Fund and March 31 for the Fund.
The pro forma statements of investments, assets and liabilities and operations should be read in conjunction with the historical financial statements of the Fund and the Acquiring Fund included or incorporated by reference in the respective Statements of Additional Information. The pro forma combined financial statements are presented for information only and may not necessarily be representative of what the actual combined financial statements would have been had the reorganization occurred at October 31, 2006. The pro forma financial statements were prepared in accordance with accounting principles generally accepted in the United States, which may require the use of management estimates and assumptions. Actual results could differ from those estimates. Following the proposed merger, the Acquiring Fund will be the accounting survivor.
All costs with respect to the Exchange will be borne by The Dreyfus Corporation.
The funds enter into contracts that contain a variety of indemnifications. The funds’ maximum exposure under these arrangements is unknown. The funds do not anticipate recognizing any loss related to these arrangements.
NOTE 2 — Portfolio Valuation:
Investments in securities are valued each business day by an independent pricing service (the “Service”) approved by the respective Fund’s Board of Trustees/Directors. Investments for which quoted bid prices are readily available and are representative of the bid side of the market in the judgment of the Service are valued at the mean between the quoted bid prices (as obtained by the Service from dealers in such securities) and asked prices (as calculated by the Service based upon its evaluation of the market for such securities). Other investments (which constitute a majority of the portfolio securities) are carried at fair value as determined by the Service, based on methods which include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. Securities for which there are no such valuations are valued at fair value as determined in good faith under the direction of the respective Board.
NOTE 3 — Capital Shares:
The pro forma number of shares that would be issuable was calculated by dividing the net assets of the Fund at October 31, 2006 by Class Z shares net asset value per share of the Acquiring Fund on October 31, 2006.
NOTE 4 — Pro Forma Operating Expenses:
The accompanying pro forma statement of operations reflects changes in fund expenses as if the merger had taken place on November 1, 2005.
NOTE 5 — Federal Income Taxes:
Each fund has elected to be taxed as a “regulated investment company” under the Internal Revenue Code. After the Exchange, the Acquiring Fund intends to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from all, or substantially all, federal income taxes.
The identified cost of investments for the funds is substantially the same for both financial accounting and federal income tax purposes. The tax cost of investments will remain unchanged for the combined entity.
DREYFUS PREMIER STATE MUNICIPAL BOND FUND
PART C
OTHER INFORMATION
Item 15 | Indemnification. |
The response to this item is incorporated by reference to Item 25 of Part C of Post-Effective Amendment No. 42 to the Registrant’s Registration Statement on Form N-1A (File No. 33-10238) (the “Registration Statement”), filed on August 28, 2006. |
Item 16 | Exhibits. |
(1) | Registrant’s Amended and Restated Agreement and Declaration of Trust is incorporated by reference to Exhibit (1) of Post-Effective Amendment No. 21 to the Registration Statement, filed on August 11, 1995 (“Post-Effective Amendment No. 21”). |
(2) | Registrant’s By-Laws are incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 42 to the Registration Statement, filed on August 28, 2006. |
(3) | Not Applicable. |
(4) | Agreement and Plan of Reorganization.* |
(5) | Reference is made to Exhibits (1) and (2) hereof. |
(6) | Management Agreement is incorporated by reference to Exhibit (5) of Post-Effective Amendment No. 29 to the Registration Statement, filed on July 16, 1998. |
(7)(a) | Distribution Agreement is incorporated by reference to Exhibit (e)(1) of Post-Effective Amendment No. 37 to the Registration Statement, filed on March 10, 2004. |
(7)(b) | Forms of Shareholder Services Plan Agreements are incorporated by reference to Exhibit (6)(c) of Post-Effective Amendment No. 21. |
(7)(c) | Forms of Distribution Plan Agreements are incorporated by reference to Exhibit (6)(c) of Post-Effective Amendment No. 21. |
(8) | Not Applicable. |
(9)(a) | Custody Agreement is incorporated by reference to Exhibit (8)(a) of Post-Effective Amendment No. 28 to the Registration Statement, filed on June 16, 1997. Sub-Custodian Agreements are incorporated by reference to Exhibit (8)(b) of Post-Effective Amendment No. 20 to the Registration Statement, filed on August 18, 1994. |
(9)(b) | Amendment to Custody Agreement is incorporated by reference to Exhibit (g)(2) of Post-Effective Amendment No. 35 to the Registration Statement, filed on August 27, 2002. |
(9)(c) | Foreign Custody Manager Agreement is incorporated by reference to Exhibit (g)(3) of Post-Effective Amendment No. 35 to the Registration Statement, filed on August 27, 2002. |
(10)(a) | Shareholder Services Plan is incorporated by reference to Exhibit (h) of Post-Effective Amendment No. 37 to the Registration Statement, filed on March 10, 2004 (“Post-Effective Amendment No. 37”). |
(10)(b) | Rule 12b-1 Distribution Plan is incorporated by reference to Exhibit (m) of Post-Effective Amendment No. 37. |
(10)(c) | Rule 18f-3 Plan is incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 41 to the Registration Statement, filed on May 30, 2006. |
(11)(a) | Opinion and consent of Registrant’s counsel is incorporated by reference to Exhibit (10) of Post-Effective Amendment No. 21. |
(11)(b) | Consent of Registrant’s counsel.* |
(12) | Opinion and consent of counsel regarding tax matters.** |
(13) | Not Applicable. |
(14) | Consent of Independent Registered Public Accounting Firm.* |
(15) | Not Applicable. |
(16) | Power of Attorney.*** |
(17)(a) | Forms of Proxy.* |
(17)(b) | The Prospectus and Statement of Additional Information of Dreyfus Premier State Municipal Bond Fund, dated September 1, 2006 (as revised September 7, 2006 for the Prospectus), are incorporated by reference to Post-Effective Amendment No. 42 to the Registration Statement, filed on August 28, 2006 (File No. 33-10238). |
_________________
* ** *** | Filed herewith. To be filed by Post-Effective Amendment. Filed as part of signature page. |
Item 17. | Undertakings. |
(1) | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
(2) | The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933 each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
(3) | The undersigned Registrant agrees to file by post-effective amendment the final opinion of counsel regarding tax matters within a reasonable period of time after receiving such opinion. |
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of New York, and State of New York on the 22nd day of November, 2006.
DREYFUS PREMIER STATE MUNICIPAL BOND FUND By: /s/ Stephen E. Canter Stephen E. Canter, President |
Power of Attorney
Each person whose signature appears below on this Registration Statement on Form N-14 hereby constitutes and appoints Mark N. Jacobs, James Windels, Michael A. Rosenberg, Janette E. Farragher, Robert R. Mullery, Jeff Prusnofsky, James Bitetto and John B. Hammalian and each of them, with full power to act without the other, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments to this Registration Statement (including post-effective amendments and amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1993, the following persons in the capacities and on the dates indicated have signed this Registration Statement below.
Signatures | Title | Date |
/s/ Stephen E. Canter Stephen E. Canter | President (Principal Executive Officer) | November 22, 2006 |
/s/ James Windels James Windels | Treasurer (Principal Accounting and Financial Officer) | November 22, 2006 |
/s/ Joseph S. DiMartino Joseph S. DiMartino | Chairman of the Board | November 22, 2006 |
/s/ Clifford L. Alexander, Jr. Clifford L. Alexander, Jr. | Board Member | November 22, 2006 |
/s/ Peggy C. Davis Peggy C. Davis | Board Member | November 22, 2006 |
/s/ Ernest Kafka Ernest Kafka | Board Member | November 22, 2006 |
/s/ Nathan Leventhal Nathan Leventhal | Board Member | November 22, 2006 |
Exhibit Index
(11)(b) | Consent of Registrant’s Counsel |
(14) | Consent of Independent Registered Public Accounting Firm |