SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant /*/
Filed by a party other than the registrant / /
Check the appropriate box:
/*/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The Dreyfus/Laurel Funds, Inc. - Dreyfus European Fund
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
The Dreyfus/Laurel Funds, Inc. - Dreyfus European Fund
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/*/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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* Set forth the amount on which the filing fee is calculated and state
how it was determined.
Notes:
THE DREYFUS/LAUREL FUNDS, INC.
Dreyfus European Fund
200 PARK AVENUE
NEW YORK, NEW YORK 10166
1-800-645-6561
June 3, 1996
Dear Stockholder:
The attached Proxy Statement discusses a Proposal to be voted upon by
stockholders of the Dreyfus European Fund (the "Fund"), a series of The
Dreyfus/Laurel Funds, Inc. (the "Company"). As a Fund stockholder, you are
asked to review the statement and to cast your vote on the Proposal. The
Company's Board of Directors has recommended that stockholders of the Fund
approve the Proposal.
The Proposal seeks approval of the liquidation and distribution of the
Fund's assets to Fund stockholders. The Proposal is discussed in greater
detail in the attached Proxy Statement.
We encourage you to review the Proxy Statement and cast your vote.
Your vote may be recorded on the enclosed proxy. If you have any questions
about the Proposal, please call toll-free 1-800-645-6561.
Every vote counts, including yours! We urge you to complete and
return your proxy promptly to permit the implementation of this very
important Proposal. We must receive your proxy prior to the meeting on June
20, 1996, in order for it to be counted at the meeting.
We look forward to receiving your votes in favor of the Proposal.
Thank you for your support of the Dreyfus Family of Funds.
Sincerely,
Marie E. Connolly
President,
THE DREYFUS/LAUREL FUNDS, INC.
THE DREYFUS/LAUREL FUNDS, INC.
Dreyfus European Fund
200 Park Avenue
New York, New York 10166
_________________________________________
Notice of Special Meeting of Stockholders
To Be Held on June 20, 1996
_________________________________________
Notice is hereby given that a Special Meeting of Stockholders (the
"Meeting") of the Dreyfus European Fund (the "Fund"), a series of The
Dreyfus/Laurel Funds, Inc. (the "Company"), a Maryland corporation, will be
held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor
West, New York, New York 10166, on June 20, 1996 at 10:00 a.m. for the
following purposes:
1. To approve the liquidation and distribution of the Fund's assets
to the Fund's stockholders of record on or about June 27, 1996, with such
distribution to be payable on or about June 27, 1996.
2. To consider and vote upon such other matters as may properly come
before the Meeting or any adjournment or adjournments thereof.
These items are discussed in greater detail in the attached Proxy
Statement. The Company's Board of Directors has fixed the close of
business on May 30, 1996, as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND IN PERSON ARE URGED WITHOUT DELAY TO SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE, SO
THAT THEIR SHARES MAY BE REPRESENTED AT THE MEETING. YOUR PROMPT ATTENTION
TO THE ENCLOSED PROXY MATERIALS WILL HELP TO AVOID THE EXPENSE OF FURTHER
SOLICITATION.
By order of the Board of Directors
John E. Pelletier
Secretary,
THE DREYFUS/LAUREL FUNDS, INC.
June 3, 1996
INSTRUCTIONS FOR SIGNING PROXIES
The following general rules for signing proxies may be of assistance
to you and avoid the time and expense involved in validating your vote if
you fail to sign your proxy properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration on the
proxy.
3. All Other Accounts: The capacity of the individual signing the
proxy should be indicated unless it is reflected in the form of
registration. For example:
Registration
____________
Corporate Accounts Valid Signature
__________________ _______________
(1) ABC Corp. John Doe, Treasurer
(2) ABC Corp.
c/o John Doe, Treasurer John Doe, Treasurer
(3) ABC Corp. Profit Sharing Plan John Doe, Trustee
Trust Accounts
______________
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe, Trustee
Custodial or Estate Accounts
____________________________
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr.,
Executor
THE DREYFUS/LAUREL FUNDS, INC.
Dreyfus European Fund
200 PARK AVENUE
NEW YORK, NEW YORK 10166
1-800-645-6561
PROXY STATEMENT
________________________________
Special Meeting of Stockholders
June 20, 1996
The accompanying proxy is being solicited by the Board of Directors of
The Dreyfus/Laurel Funds, Inc. (the "Company") for use at a Special Meeting
of Stockholders of the Dreyfus European Fund (the "Fund"), to be held on
June 20, 1996, at 10:00 a.m. at the offices of The Dreyfus Corporation, 200
Park Avenue, 7th Floor West, New York, New York 10166, and at any
adjournments thereof (the "Meeting"). A Notice of Special Meeting
of Stockholders and a proxy accompany this proxy statement (the "Proxy
Statement").
Proxy solicitations will be made primarily by mail, but may also be
made by telephone, telegraph or personal interviews conducted by officers
and employees of the Company, The Dreyfus Corporation ("Dreyfus"), the
Fund's investment adviser, affiliates of Dreyfus or other representatives
of the Fund. This Proxy Statement is first being mailed on or about June 6,
1996. The cost of solicitation and the expenses incurred in connection
with preparing this Proxy Statement and its enclosures will be paid by
Dreyfus. Dreyfus also will reimburse brokerage firms and others for their
expenses in forwarding solicitation material to the beneficial owners of
shares of the Fund.
If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the shares represented by the proxy will be voted in
accordance with the instructions marked on the proxy. Unmarked proxies
will be voted FOR Proposal 1 (the "Proposal") described in the accompanying
Notice of Special Meeting of Stockholders. Proxies that reflect abstentions
and "broker non-votes" (i.e., shares held by brokers or nominees as to
which (i) instructions have not been received from the beneficial owners or
the persons entitled to vote or (ii) the broker or nominee does not have
discretionary voting power on a particular matter) will be counted as
shares that are present and entitled to vote for purposes of determining
the presence of a quorum. With respect to the Proposal, abstentions and
broker non-votes have the effect of a negative vote on the Proposal. Any
stockholder who has been given a proxy has the right to revoke it any time
prior to its exercise by attending the Meeting and voting his or her shares
in person or by submitting a letter of revocation or a later-dated proxy to
the Company which must be received prior to the date of the Meeting.
The Company is composed of a number of separate series (each a
"fund"), the interests of which are represented by shares of common stock
in the Company. Only Investor shares and Class R shares of the Fund are
requested to vote at the Meeting. Under the Company's Articles of
Incorporation (the "Articles"), one-third of the shares of the Fund
outstanding and entitled to vote at the close of business on May 30, 1996
(the "Record Date") shall be a quorum for the transaction of business at
the Meeting, except as otherwise provided by the Investment Company Act of
1940, as amended (the "1940 Act"), or other applicable law. In the event a
quorum is not present at the Meeting or in the event that 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. Any such adjournment
will require an affirmative vote of those shares represented at the Meeting
in person or by proxy. The persons named as proxies will vote those
proxies that they are entitled to vote in such manner as they determine to
be in the best interest of stockholders with respect to any proposal to
adjourn the Meeting. A stockholder vote may be taken on the Proposal in
this Proxy Statement prior to such adjournment if sufficient votes have
been received for approval.
Dreyfus has advised the Company that shares owned by Dreyfus or an
affiliate of Dreyfus with respect to which Dreyfus or such affiliate
exercises voting discretion will be voted FOR the Proposal described in
this Proxy Statement, unless Dreyfus and its affiliates have voting
discretion with respect to more than 25% of the Fund's outstanding shares
in which case it will vote such shares in proportion to the vote of the
remaining voting shares, provided such vote is consistent with its
fiduciary duties. S.A.M. Finance, S.A. ("CCF/SAM") has advised the Company
that shares with respect to which CCF/SAM or an affiliate of CCF/SAM
exercises voting discretion will be voted FOR the Proposal described in
this Proxy Statement. Based on the percentage of shares as to which
CCF/SAM or an affiliate exercises voting discretion, and CCF/SAM's stated
intent to vote those shares FOR the Proposal, the Proposal will be approved
unless CCF/SAM's voting discretion is revoked prior to the Meeting.
As of the Record Date, the number of shares outstanding of each class
of the Fund and those beneficially owned by Dreyfus and its affiliates and
CCF/SAM and its affiliates were as follows:
Shares Beneficially Owned By Shares Beneficially Owned By
Dreyfus and Affiliates CCF/SAM and Affiliates
_____________________________ ____________________________
Total Shares Number of % of Total Number of % of Total
Class Designation Outstanding Shares Outstanding Shares Outstanding
_________________ ____________ _________ ___________ _________ ___________
Investor
Class R
To the best knowledge of the Company, as of the Record Date, no other
single stockholder or "group" (as the term is used in Section 13(d) of the
Securities Exchange Act of 1934), owned beneficially or of record more than
5% of the Fund's outstanding shares, except as shown in the table below:
Shares
Class Designation Stockholder Address Owned of Record % of Total
_________________ ___________ _______ _______________ __________
Investor
Class R
As of the Record Date, the Directors and officers of the Company as a
group beneficially owned less than 1% of the Fund's shares in the
aggregate.
Each full share of the Fund outstanding is entitled to one vote and
each fractional share of the Fund outstanding is entitled to a
proportionate share of one vote for such purposes. Only stockholders of
record on the Record Date will be entitled to notice of, and to vote at,
the Meeting or any adjournments thereof. Holders of Investor shares and
Class R shares will vote together on the Proposal. In order to be
effective, the Proposal must be approved by a majority of the votes cast at
the Meeting. See "Approval of the Liquidation and Dissolution of the Fund
- - - -- Required Vote."
A copy of the Fund's most recent Annual Report, including the Fund's
financial statements for the fiscal year ended October 31, 1995,
accompanies this Proxy Statement and is incorporated herein by reference.
In order that your shares may be represented at the Meeting, you are
requested to:
- indicate your instructions on the proxy;
- date and sign the proxy;
- mail the proxy promptly in the enclosed envelope, which requires
no postage if mailed in the United States; and
- allow sufficient time for the proxy to be received on or before
5:00 p.m. on June 19, 1996.
The principal office of the Company is located at 200 Park Avenue, New
York, New York 10166.
PROPOSAL 1 -- APPROVAL OF THE
LIQUIDATION AND DISSOLUTION OF THE FUND
The Fund is a separate, diversified portfolio of the Company, an open-
end management investment company known as a mutual fund. The Fund's
objective is to outperform the Morgan Stanley Capital International Europe
Index (the "Benchmark") in the medium to long term by allocating the Fund's
assets among Western European countries and industry sectors represented in
the Benchmark. Under normal circumstances, the Fund expects to be fully
invested in securities of issuers of the Western European countries
included in the Benchmark, except for such amounts as are needed to meet
short-term cash needs and redemptions and amounts pending investment.
At April 19, 1996, the Fund held no fixed assets and is not a party to
any pending legal proceedings. At the close of business on April 19, 1996,
the net asset value per share of the Fund's Class R shares was $11.72, and
that of its Investor shares was $11.74. Further information with respect
to the Fund's investments and operations is included in the Fund's Annual
Report for its fiscal year ended October 31, 1995, which accompanies this
Proxy Statement. A Prospectus for the Fund dated March 1, 1996, and a
related Statement of Additional Information of the same date, are available
without charge by writing to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or by calling 1-800-645-6561.
The Fund commenced operations on January 5, 1987. Dreyfus, which is a
wholly-owned subsidiary of Mellon Bank, N.A. ("Mellon Bank"), currently
serves as the Fund's investment manager pursuant to an Investment Advisory
Agreement dated April 4, 1994 (the "Existing Agreement"). The Existing
Agreement was originally entered into between the Company and Mellon Bank,
a subsidiary of Mellon Bank Corporation ("Mellon"), and was assigned to
Dreyfus on October 17, 1994. Mellon Bank served as the Fund's investment
manager for the period from November 1, 1993 through October 16, 1994.
CCF/SAM, a wholly-owned subsidiary of Credit Commercial de France ("CCF"),
has served as the Fund's investment sub-adviser since November 1, 1993 and
provides the day-to-day portfolio management for the Fund.
The Fund is the successor, through an acquisition of assets and
assumption of liabilities, to the Capstone European Fund ("Capstone
European"), formerly a series of the Capstone International Series Trust.
Pursuant to the transfer of assets and liabilities of Capstone European to
the Fund which occurred on November 1, 1993, holders of Capstone European
shares received a share of the Fund for each Capstone European share held
by them. Capstone European had substantially the same investment
objective, and substantially the same policies and restrictions as the
Fund. CCF International Finance Corporation ("CCF International"), also a
wholly-owned subsidiary of CCF, served as the Fund's investment manager for
the period from January 5, 1987 through October 31, 1993.
On April 25, 1996, after 2-1/2 years of Dreyfus (and its predecessor
Mellon Bank) serving as the Fund's investment manager, Dreyfus and CCF/SAM
recommended, and the Company's Board of Directors approved, the liquidation
and distribution of Fund assets to Fund stockholders. In reaching its
determination, the Board considered that the Fund has never exhibited any
viable asset growth since its inception in January 1987. The Fund's assets
reached a "high" of approximately $18.5 million in January 1992, and have
since declined to approximately $10.4 million as of March 19, 1996. At
that date, the Fund had only 215 accounts. In addition, the Board
considered that the Fund's performance has been lagging as well. The Fund
seeks to outperform the Morgan Stanley Capital International Europe Index
(the "Index") in the medium to long term by allocating the Fund's assets
among the Western European countries and industry sectors represented in
the Index. The Fund has been unable, however, to maintain competitiveness
with the performance of funds with comparable investment objectives and has
similarly fallen short of the Lipper European Funds Average and the Index
for each of the one, three and five year periods ended December 31, 1995.
The Board considered the possibility of merging the Fund with another
fund advised by Dreyfus but was advised that Dreyfus does not believe that
such a merger would be appropriate, taking into account a number of factors
including the performance and expenses of funds with comparable objectives,
and the cost and expense involved in such a transaction relative to the
size of the Fund and its relatively small number of stockholders.
If the Proposal is approved, the Fund's portfolio securities would be
sold at market value and the proceeds, constituting the Fund's remaining
assets, would be distributed on or about June 27, 1996 to the Fund's
stockholders of record on or about June 27, 1996. Subsequently, the Fund
would be eliminated as a separate series of the Company.
In anticipation of the proposed liquidation of the Fund, the Board of
Directors approved suspending the sale of the Fund's shares effective May
2, 1996. The Board of Directors also declared a distribution for the Fund,
to the extent necessary to avoid the imposition of Federal income tax
and/or excise tax, in an amount equal to substantially all of the
undistributed net investment income and/or capital gains, to be payable on
or about June 27, 1996 to stockholders of record on or about June 27, 1996,
in accordance with each stockholder's account instructions. Such
distribution would be paid to Fund stockholders only if the Proposal is
approved.
Fund stockholders may redeem their Fund shares or exchange them for
shares of another Dreyfus mutual fund prior to the date the Fund is
liquidated. The termination of stockholders' interests in the Fund, either
as part of the final liquidation, or by an earlier redemption or exchange,
will be a taxable event. Fund stockholders should consult their tax
advisers as to Federal, state and local tax consequences.
The Board of Directors unanimously voted to approve the Proposal and
to recommend that stockholders vote FOR the Proposal.
Required Vote. Approval of the Proposal will require the approval of
a majority of the votes cast at the Meeting. Holders of Investor shares
and Class R shares will vote together on the Proposal as a single class.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE FUND'S STOCKHOLDERS VOTE TO
APPROVE THE PROPOSAL.
OTHER INFORMATION
Information about Dreyfus. Dreyfus, located at 200 Park Avenue, New
York, New York 10166, serves as the Fund's investment manager. As of
February 29, 1996, Dreyfus managed or administered approximately $85
billion in assets for more than 1.7 million investor accounts worldwide.
Dreyfus is a wholly-owned subsidiary of Mellon Bank, which in turn is a
wholly-owned subsidiary of Mellon. Mellon is a publicly-owned multibank
holding company incorporated under Pennsylvania law in 1971 and registered
under the Bank Holding Company Act of 1956, as amended. Mellon provides a
comprehensive range of financial products and services in domestic and
selected international markets. Through its subsidiaries, including
Dreyfus, Mellon managed approximately $233 billion in assets as of December
31, 1995, including $81 billion in mutual fund assets.
Information about CCF/SAM. CCF/SAM, located at 115 Avenue des Champs-
Elysees, Paris, France 75008, serves as the Fund's investment sub-adviser.
CCF/SAM is a French corporation organized in 1989, has been a registered
investment adviser since February, 1993, and currently advises
approximately $2 billion in assets worldwide. CCF/SAM is a wholly-owned
subsidiary of CCF, which was founded in 1894 and is one of Europe's largest
commercial banks. CCF has 370 offices in France as well as 40 others
around the world of which 10 are located in European countries.
Information about the Distributor. Premier Mutual Fund Services, Inc.
("Premier"), located at One Exchange Place, Boston, Massachusetts 02109,
acts as the distributor to the Fund. Premier also serves as Sub-
Administrator to the Fund pursuant to a Sub-Administration Agreement with
Dreyfus. Premier is a wholly-owned subsidiary of Institutional
Administration Services, Inc., a provider of mutual fund administration
services, the parent company of which is Boston Institutional Group, Inc.
Other Matters to Come Before the Meeting. The Directors do not intend
to present any other business at the Meeting, nor are they aware that any
stockholder intends to do so. If, however, any other matters are properly
brought before the Meeting, the persons named in the accompanying proxy
will vote on any other matter properly brought before the Meeting in
accordance with their judgment.
Stockholder Proposals. Annual stockholder meetings are not held by
the Company. Stockholders wishing to submit proposals for consideration for
inclusion in a proxy statement for a subsequent stockholder meeting should
send their written proposals to the Company at 200 Park Avenue, New York,
New York 10166, such that they will be received by the Company a reasonable
period of time prior to any such meeting.
Notice to Banks, Broker-Dealers and Voting Trustees and Their
Nominees. Please advise the Company at 200 Park Avenue, New York, New York
10166, whether other persons are beneficial owners of shares for which
proxies are being solicited and, if so, the number of copies of this Proxy
Statement needed to supply copies to the beneficial owners of the
respective shares.
Financial Statements and Experts. The Fund's audited financial
statements, which include the statement of assets and liabilities, as of
October 31, 1995, and the statement of operations, the statement of changes
in net assets and financial highlights for the year ended October 31, 1995,
have been incorporated by reference into this Proxy Statement from the
Fund's Annual Report, a copy of which accompanies this Proxy Statement.
June 3, 1996
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS NECESSARY IF IT IS MAILED IN THE UNITED STATES.
THE DREYFUS/LAUREL FUNDS, INC.
SPECIAL MEETING OF STOCKHOLDERS - JUNE 20, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Steven F. Newman and Jeff S. Prusnofsky,
and each of them, attorneys and proxies for the undersigned, with full
powers of substitution and revocation to represent the undersigned and to
vote on behalf of the undersigned all shares of common stock of the Dreyfus
European Fund (the "Fund"), a series of The Dreyfus/Laurel Funds, Inc.,
that the undersigned is entitled to vote at a Special Meeting of
Stockholders of the Fund to be held at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor West, New York, New York 10166, on
June 20, 1996 at 10:00 a.m. and at any adjournment(s) thereof (the
"Meeting"). The undersigned hereby acknowledges receipt of the Notice of
Special Meeting and Proxy Statement, and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion,
the proxies are authorized to vote upon such other matters as may properly
come before the Meeting. The undersigned hereby revokes any proxy
previously given.
PLEASE COMPLETE, SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
DATE:_________________________, 1996
NOTE: Please sign exactly as your name or names
appear on this Proxy. If joint owners, EITHER
may sign this Proxy. When signing as attorney,
executor, administrator, trustee, guardian or
corporate officer, please give your full title
as such.
________________________________________________
Signature(s), Title(s) if applicable
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX BELOW AS SHOWN,
USING BLUE OR BLACK INK OR DARK PENCIL. DO NOT USE RED INK.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO
BE TAKEN ON THE FOLLOWING PROPOSAL. IN THE ABSENCE OF ANY SPECIFICATION,
THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL.
________
To approve the liquidation and distribution of the Dreyfus European Fund's
assets to the Fund's stockholders of record on or about June 27, 1996, with
such distribution to be payable on or about June 27, 1996.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, the proxies are, and each of them is, authorized to
vote upon any other business that may properly come before the Meeting, or
any adjournment(s) thereof, including any adjournment(s) necessary to
obtain the requisite quorums or "FOR" approvals.
PLEASE SIGN AND DATE WHERE INDICATED ON PAGE 1.