PRUCO LIFE INSURANCE OF NEW JERSEY
10-Q, 1999-08-13
LIFE INSURANCE
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<PAGE>

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-Q

(Mark One)

X             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- -             SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1999

                                      OR

_             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

Commission file number 333-18053

                         PRUCO LIFE INSURANCE COMPANY
                                 OF NEW JERSEY

            (Exact name of Registrant as specified in its charter)


            New Jersey                                     22-2426091
 --------------------------------          ------------------------------------
  (State or other jurisdiction,              (IRS Employer Identification No.)
  incorporation or organization)


                213 Washington Street, Newark, New Jersey 07102
           --------------------------------------------------------
             (Address of principal executive offices) (Zip Code)


                                (973) 802-5740
           --------------------------------------------------------
             (Registrant's Telephone Number, including area code)



              Indicate by check mark whether the Registrant(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                            YES   X   NO
                                -----    -----

              Indicate the number of shares outstanding of each of the
              registrant's classes of common stock, as of August 13, 1999.
              Common stock, par value of $5 per share:  400,000 shares
              outstanding

<PAGE>

                  PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

                        INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                  PAGE NO.
                                                                                                  --------

<S>                                                                                               <C>
                  Cover Page                                                                             1

                  Index                                                                                  2

 PART I - Financial Information
 ------------------------------

         Item 1.  (Unaudited) Financial Statements

                  Statements of Financial Position
                  June 30, 1999 and December 31, 1998                                                    3

                  Statements of Operations and Comprehensive Income
                  Three and six months ended June 30, 1999 and 1998                                      4

                  Statements of Changes in Stockholder's Equity
                  Six months ended June 30, 1999 and the year ended December 31, 1998                    5

                  Statements of Cash Flows
                  Six months ended June 30, 1999 and 1998                                                6

                  Notes to Financial Statements                                                          7

         Item 2.  Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                                                  9

         Item 3.  Quantitative and Qualitative Disclosures About Market Risk                            11

 PART II - Other Information
 ---------------------------

         Item 2.  Changes in Securities and Use of Proceeds                                             12

         Item 6.  Exhibits and Reports on Form 8-K                                                      12

         Signature Page                                                                                 14
</TABLE>

                                      2

<PAGE>

Pruco Life Insurance Company of New Jersey

Statements of Financial Position (Unaudited)
June 30, 1999 and December 31, 1998 (In Thousands)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 June 30,          December 31,
                                                                                   1999                1998
                                                                             ------------------   ------------------
<S>                                                                          <C>                  <C>
ASSETS
Fixed maturities
     Available for sale, at fair value (amortized cost, 1999: $565,653;           $  557,132           $  622,990
     1998: $617,758)
     Held to maturity, at amortized cost (fair value, 1999: $7,285)                    7,470                    -
Policy loans                                                                         142,703              139,443
Short-term investments                                                                60,732               53,761
                                                                                  ------------         -----------
               Total investments                                                     768,037              816,194
Cash                                                                                     763                   45
Deferred policy acquisition costs                                                    122,880              113,923
Accrued investment income                                                             11,752               12,209
Receivable from affiliate                                                             13,211                    -
Other assets                                                                           2,384               15,379
Separate Account assets                                                            1,649,137            1,453,407
                                                                                  -----------          -----------
TOTAL ASSETS                                                                      $2,568,164           $2,411,157
                                                                                  ===========          ===========

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Policyholders' account balances                                                   $  413,254           $  414,546
Future policy benefits and other policyholder liabilities                             93,566               89,832
Cash collateral for loaned securities                                                  4,715               34,424
Securities sold under agreements to repurchase                                        14,162               27,210
Income taxes payable                                                                  26,231               25,325
Payable to affiliate                                                                       -                3,492
Other liabilities                                                                     21,698               19,489
Separate Account liabilities                                                       1,646,026            1,450,986
                                                                                  -----------          -----------
Total liabilities                                                                  2,219,652            2,065,304
                                                                                  -----------          -----------
Contingencies (See Note 2)
Stockholder's Equity
Common stock, $5 par value;
        400,000 shares, authorized;
        issued and outstanding at
        June 30, 1999 and December 31, 1998                                            2,000                2,000
Paid-in-capital                                                                      125,000              125,000
Retained earnings                                                                    223,898              217,260
Accumulated other comprehensive income                                                (2,386)               1,593
                                                                                  -----------          -----------
Total stockholder's equity                                                           348,512              345,853
                                                                                  -----------          -----------
TOTAL LIABILITIES AND
     STOCKHOLDER'S EQUITY                                                         $2,568,164           $2,411,157
                                                                                  ===========          ===========
</TABLE>

                      See Notes to Financial Statements

                                      3

<PAGE>

Pruco Life Insurance Company of New Jersey

Statements of Operations and Comprehensive Income (Unaudited)
Three and Six Months Ended June 30, 1999 and 1998 (In Thousands)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       Six months ended                     Three months ended
                                                           June 30,                              June 30,

                                                     1999           1998                  1999           1998
                                                -------------------------------      -------------------------------
<S>                                             <C>             <C>                   <C>           <C>
REVENUES

Premiums                                             $    694        $   529               $   411       $    166
Policy charges and fee income                          26,186         24,518                13,418         11,243
Net investment income                                  24,575         24,096                12,649         12,217
Realized investment (losses) gains, net                (2,139)         1,823                (1,792)           681
Asset management fee income                             3,250          2,601                 1,755          1,155
Other income                                              164             58                    66             15
                                                -------------------------------      -------------------------------

Total revenues                                         52,730         53,625                26,507         25,477
                                                -------------------------------      -------------------------------

BENEFITS AND EXPENSES

Policyholders' benefits                                11,970         12,193                 4,765          4,599
Interest credited to policyholders' account
balances                                                8,925          9,691                 4,645          4,369
General, administrative and other expenses             21,623         17,038                13,186         11,040
                                                -------------------------------      -------------------------------

Total benefits and expenses                            42,518         38,922                22,596         20,008
                                                -------------------------------      -------------------------------

Income before income taxes                             10,212         14,703                 3,911          5,469
                                                -------------------------------      -------------------------------

Income taxes                                            3,574          5,220                 1,269          1,942
                                                -------------------------------      -------------------------------

NET INCOME                                           $  6,638        $ 9,483              $  2,642        $ 3,527
                                                -------------------------------      -------------------------------

     Unrealized gains (losses) on securities,
     net of reclassification adjustment                (3,979)            82                (2,410)         1,705
                                                -------------------------------      -------------------------------

COMPREHENSIVE INCOME                                 $  2,659        $ 9,565               $   232       $  5,232
                                                ===============================      ===============================

</TABLE>

                       See Notes to Financial Statements

                                    4
<PAGE>

Pruco Life Insurance Company of New Jersey

Statements of Changes in Stockholder's Equity (Unaudited)
Six Months Ended June 30, 1999 and the Year Ended December 31, 1998
(In Thousands)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                Accumulated
                                                                                   other            Total
                                       Common       Paid-in-      Retained     comprehensive    stockholder's
                                        stock       capital       earnings         income           equity
                                    ------------- ------------- ------------- ---------------  -----------------
<S>                                 <C>           <C>            <C>           <C>               <C>
Balance, December 31, 1997              $2,000      $125,000      $185,437            $2,956         $315,393

     Net income                              -             -        31,823                 -           31,823

     Change in unrealized losses on
        securities, net of                   -             -             -            (1,363)          (1,363)
        reclassification
        adjustment
                                    ------------- ------------- ------------- ---------------- -----------------

Balance, December 31, 1998              $2,000      $125,000      $217,260            $1,593         $345,853

     Net income                              -             -         6,638                 -            6,638

     Change in unrealized losses on
        securities, net of                   -             -             -            (3,979)          (3,979)
        reclassification
        adjustment
                                    ------------- ------------- ------------- ---------------- -----------------

Balance, June 30, 1999                  $2,000      $125,000      $223,898         $  (2,386)        $348,512
                                    ============= ============= ============= ================ ==================

</TABLE>

                      See Notes to Financial Statements

                                      5
<PAGE>

Pruco Life Insurance Company of New Jersey

Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 1999 and 1998 (In Thousands)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             1999                          1998
                                                                         ---------------              ---------------
<S>                                                                       <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                  $  6,638                    $   9,483
Adjustments to reconcile net income to net cash (used in) provided by
     operating activities:
     Policy charges and fee income                                             (4,411)                      (3,692)
     Interest credited to policyholders' account balances                       8,925                        9,691
     Realized investment losses (gains), net                                    2,139                       (1,823)
     Amortization and other non-cash items                                     10,633                          843
     Change in:
         Future policy benefits and other policyholders' liabilities            3,734                        2,350
         Accrued investment income                                                457                          269
         Payable to / Receivable from affiliates, net                         (16,703)                      22,120
         Separate Accounts                                                       (690)                         (93)
         Policy loans                                                          (3,260)                      (6,970)
         Deferred policy acquisition costs                                     (8,957)                      (2,254)
         Income taxes payable                                                     906                       (9,016)
         Other, net                                                            15,204                       (4,649)
                                                                         ---------------              ---------------
Cash Flows From Operating Activities                                           14,615                       16,259
                                                                         ---------------              ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from the sale/maturity of:
         Fixed maturities:
               Available for sale                                             559,840                      298,205
     Payments for the purchase of:
         Fixed maturities:
               Available for sale                                            (510,634)                    (305,188)
               Held to maturity                                                (7,470)                           -
     Cash collateral for loaned securities, net                               (29,709)                      (7,861)
     Securities sold under agreement to repurchase, net                       (13,048)                           -
     Short-term investments, net                                               (6,964)                         103
                                                                         ---------------              ---------------
Cash Flows Used In Investing Activities                                        (7,985)                     (14,741)
                                                                         ---------------              ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Policyholders' account balances:
          Deposits                                                            113,275                      175,341
          Withdrawals                                                        (119,187)                    (175,958)
                                                                         ---------------              ---------------
Cash Flows Used In Financing Activities                                        (5,912)                        (617)
                                                                         ---------------              ---------------
     Net increase in Cash                                                         718                          901
     Cash, beginning of year                                                       45                            3
                                                                         ---------------              ---------------
CASH, END OF PERIOD                                                         $     763                    $     904
                                                                         ===============              ===============

</TABLE>

                       See Notes to Financial Statements

                                    6

<PAGE>


Pruco Life Insurance Company of New Jersey

Notes to Financial Statements (Unaudited)
- --------------------------------------------------------------------------------

1.  BASIS OF PRESENTATION

The accompanying unaudited financial statements of Pruco Life Insurance
Company of New Jersey ("the Company") have been prepared in accordance with
the requirements of Form 10-Q and generally accepted accounting principles
("GAAP") for interim financial information. These statements should be read in
conjunction with the financial statements and notes thereto for the year ended
December 31, 1998 included in the Company's Annual Report on Form 10-K for
that year.

The Company is a wholly owned subsidiary of Pruco Life Insurance Company
("Pruco Life"), a stock life insurance company organized in 1971 under the
laws of the state of Arizona. Pruco Life, in turn, is a wholly owned
subsidiary of The Prudential Insurance Company of America ("Prudential"), a
mutual insurance company founded in 1875 under the laws of the state of New
Jersey.

The accompanying financial statements have not been audited by independent
accountants in accordance with generally accepted auditing standards, but in
the opinion of management such financial statements include all adjustments,
consisting only of normal recurring accruals necessary to summarize fairly the
Company's financial position and results of operations. The results of
operations for the six months ended June 30, 1999 may not be indicative of the
results that may be expected for the year ending December 31, 1999.

Certain amounts in the prior years have been reclassified to conform to
current year presentation.


2.  CONTINGENCIES

Several actions have been brought against the Company on behalf of those
persons who purchased life insurance policies based on complaints about sales
practices engaged in by Prudential, the Company and agents appointed by
Prudential and the Company. Prudential has agreed to indemnify the Company for
any and all losses resulting from such litigation.

In the normal course of business, the Company is subject to various claims and
assessments. Management believes the settlement of these matters would not
have a material effect on the financial position or results of operations of
the Company.


3.  RELATED PARTY TRANSACTIONS

Prudential and the Company have an agreement with respect to administrative
services for the Prudential Series Fund ("Series Fund"), the portfolio of
mutual fund investments related to the Company's Separate Account products.
Under this agreement, Prudential pays compensation to the Company in the
amount equal to a portion of the gross investment advisory fees paid by the
Series Fund. This is recorded as "Asset management fee income" in the
Statements of Operations and Comprehensive Income.

Prudential and the Company operate under service and lease agreements whereby
services of officers and employees, supplies, use of equipment and office
space are provided by Prudential. During the first six months of 1999,
Prudential reviewed and modified its methods for determining the level of
administrative expenses charged to the Company. As a result, the level of such
expenses has increased significantly over the 1998 levels.


4.  RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivatives and
Hedging Activities". The new accounting treatment required by this statement
will not affect the Company's liquidity or the ultimate economic gain or loss
from its derivative positions. However, it may affect the way the Company
recognizes changes in value of some of its derivatives and derivative-like
contract features, and this could lead to more volatility in the Company's
reported income statement results, especially on a quarterly basis.


                                      7

<PAGE>

Pruco Life Insurance Company of New Jersey

Notes to Financial Statements (Unaudited)
- --------------------------------------------------------------------------------

Under previous accounting standards, companies could defer recognizing changes
in the value of derivatives used to hedge various risks if certain conditions
were met. Under the new accounting standards, all derivatives must be reported
at fair value each quarter, but if special hedge accounting requirements are
met this change in fair value may be offset, entirely or partially, by also
recognizing the corresponding change in value of the hedged item. Since the
Company already marks most of its derivative positions to market each quarter,
the Company does not expect this new treatment to materially increase its net
income volatility assuming the Company continues its current derivative and
hedging strategies.

While the Statement does not apply to most traditional insurance contracts,
some contracts may contain features that can affect settlement amounts
similarly to derivatives. For these contracts, the new standards call for
separate accounting for the "host contract" and the "embedded derivative",
leading to mark-to-market for the "embedded derivative" features that was not
previously required. While the Company's economic results from these contracts
are also unaffected, this accounting could lead to increased volatility in the
quarterly income statement results it reports.

The Company has not yet completed its assessment of the impact of the
statement, and its effect on the Company depends, among other things, on its
derivative positions and hedging strategies after the date of adoption. The
Company is required to adopt this statement no later than January 1, 2001.


                                      8
<PAGE>

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements included in this document may constitute
forward-looking statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Words such as "expects," "believes,"
"anticipates," "intends," "plans," "assumes," "estimates," "projects," or
variations of such words are generally part of forward-looking statements.
Forward-looking statements are made based on management's current expectations
and beliefs concerning future developments and their potential effects upon
the Company. There can be no assurance that future developments affecting the
Company will be those anticipated by management. These forward looking
statements are not a guarantee of future performance and involve risks and
uncertainties, and there are certain important factors that could cause actual
results to differ materially from estimates or expectations reflected in such
forward-looking statements including, without limitation, changes in general
economic conditions, including the performance of financial markets and
interest rates; market acceptance of new products and distribution channels;
competitive, regulatory or tax changes that affect the cost or demand for the
Company's products; and adverse litigation results. While the Company
reassesses material trends and uncertainties affecting its financial condition
and results of operations, it does not intend to review or revise any
particular forward-looking statement referenced in this document in light of
future events. The information referred to above should be considered by
readers when reviewing any forward-looking statements contained in this
document.


Item 2.  Management's Discussion and Analysis of Financial Condition and
- ------------------------------------------------------------------------
         Results of Operations.
         ----------------------

The following analysis should be read in conjunction with the Notes to
Financial Statements.

The Company markets individual life insurance, variable life insurance,
variable annuities and fixed annuities through Prudential's sales force in New
Jersey and New York.

The Company markets its products in the life insurance and annuity sectors of
the insurance industry. These markets are subject to regulatory oversight with
particular emphasis placed on company solvency and sales practices. These
markets are also subject to increasing competitive pressures as the legal
barriers which have historically segregated the markets of the financial
services industry are being challenged through both legislative and judicial
processes. Regulatory changes have opened the insurance industry to
competition from other financial institutions, particularly banks and mutual
funds, that are positioned to deliver competing products through large, stable
distribution channels.

Competition in the annuity industry particularly, is very intense. In the
annuity marketplace, with respect to variable annuities, investment and
product features as well as distribution capability are critical to the
ability to compete. Demographic trends and the concerns over the viability of
Social Security have resulted in the need to provide consumers with long term
retirement alternatives. Given the strong growth within the retirement savings
market, the level of competition has increased significantly not only from
other insurance companies but from other financial intermediaries as well.
Product sales and asset retention are a function of investment performance,
product features, customer service, distribution capability and product
pricing.

The Company held $2.6 billion in assets at June 30, 1999 compared to $2.4
billion at December 31, 1998, of which $1.6 billion and $1.5 billion were held
in Separate Accounts in 1999 and 1998 respectively under variable life
insurance policies and variable annuity contracts. The remaining assets
consisted primarily of general account investments and deferred policy
acquisition costs.


1.  Results of Operations

For the six months ended June 30, 1999 and June 30, 1998
- --------------------------------------------------------

Net income for the six months ended June 30, 1999 amounted to $6.6 million, a
decrease of $2.9 million or 30.5% from $9.5 million in the six months ended
June 30, 1998.

Total insurance revenues, consisting of premiums and policy charges and fee
income increased $1.9 million from $25.0 million for the six months ended June
30, 1998 to $26.9 million for the six months ended June 30, 1999. This
increase in insurance revenues is primarily attributable to increased fees
generated from asset appreciation in the Separate Account . Appreciation in
Separate Account asset values contributed to the growth in assets under
management and consequently in policy charges and fees earned. For the
Discovery Select Variable Annuity ("Discovery Select"), Separate Account
assets under management increased by $243.8 million to $511.3 million as of
June 30, 1999 from the June 30, 1998 level.

                                      9

<PAGE>


The Company's net realized investment gains decreased $3.9 million from $1.8
million for the six months ended June 30, 1998 to a loss of $2.1 million for
the six months ended June 30, 1999. The decrease in net realized investment
gains was primarily due to net sales of fixed maturities during a period of
increasing interest rates. These sales were a result of strategic decision to
reallocate money to short term investments.

Asset management fee income increased $0.6 million from $2.6 million for the
six months ended June 30, 1998 to $3.2 million for the six months ended June
30, 1999. Appreciation in the Separate Account products have generated an
increase in asset management fee income from the Series Fund.

Interest credited to policyholders' account balances decreased by $0.8 million
from $9.7 million for the six months ended June 30, 1998 to $8.9 million for
the six months ended June 30, 1999. This decrease is primarily attributable to
a decline in crediting rates.

General, administrative, and other expenses increased $4.6 million from $17.0
million for the six months ended June 30, 1998 to $21.6 million for the six
months ended June 30, 1999. The primary reason for the higher level of
expenses in 1999 is a change in Prudential's allocation methodology for
expenses billed to the Company resulting in an increase in non-deferrable
expenses.


For the three months ended June 30, 1999 and June 30, 1998
- ----------------------------------------------------------

Net income for the three months ended June 30, 1999 amounted to $2.6
million, a decrease of $0.9 million or 25.7% from $3.5 million in the six
months ended June 30, 1998.

Total insurance revenues, consisting of premiums and policy charges and fee
income increased $2.4 million from $11.4 million for the three months ended
June 30, 1998 to $13.8 million for the three months ended June 30, 1999. This
increase in insurance revenues is primarily attributable to appreciation in
Separate Account assets. Appreciation in Separate Account asset values was the
primary contribution to the growth in assets under management and consequently
on fees earned.

The Company's net realized investment gains decreased $2.5 million from $0.7
million for the three months ended June 30, 1998 to a loss of $1.8 million for
the three months ended June 30, 1999. The decrease in net realized investment
gains was primarily due to net sales of fixed maturities during a period of
increasing interest rates. These sales were a result of strategic decision to
reallocate money to short term investments.

Asset management fee income increased $0.6 million from $1.2 million for the
three months ended June 30, 1998 to $1.8 million for the three months ended
June 30, 1999. Appreciation in the Separate Account products have generated an
increase in asset management fee income from the Series Fund.

General, administrative, and other expenses increased $2.2 million from $11.0
million for the three months ended June 30, 1998 to $13.2 million for the
three months ended June 30, 1999. The primary reason for the higher level of
expenses in the three months ended June 30, 1999 is a change in Prudential's
allocation methodology for expenses billed to the Company resulting in an
increase in non-deferrable expenses.


2.  The Year 2000 Issue

Prudential has addressed the Year 2000 issue on an enterprise-wide basis;
therefore, it is not possible to differentiate the Company's Year 2000 issue
from that of Prudential. Refer to management's discussion of the Year 2000
issue in the December 31, 1998 Form 10-K for the steps taken by Prudential to
mitigate the Year 2000 risks.

The Business application, Infrastructure and Business Partners components of
Prudential's Year 2000 project are substantially complete. Although a small
number of projects did not meet their targeted completion dates in the second
quarter, Prudential expects all projects will be completed by September, 1999.
Accordingly, these delays do not have a significant impact on the timing of
the project as a whole.

Prudential believes that the Year 2000 project is substantially on schedule.
Prudential is continuing to review and update their contingency plans until
2000 in an effort to reduce the level of uncertainty about the effect of the
Year 2000 issue and further mitigate risk. Prudential believes that, with the
completion of the Year 2000 program as scheduled, the possibility of
significant interruptions of normal operations will be reduced.


                                      10

<PAGE>


Prudential has investment securities that are both publicly traded and
privately placed. Prudential is exposed to the risk that issuers of these
investments will be adversely affected by Year 2000 issues. Prudential
assesses the impact which Year 2000 issues may have on our investments as part
of due diligence for proposed new investments as well as their ongoing review
of current portfolio holdings. Any recommended actions with respect to
particular investments consider the disclosed potential impact of Year 2000 on
the issuer.

The Year 2000 costs allocated to the Company to date are not material to its
operations and financial position. Moreover, the forecasted allocated Year
2000 costs are not expected to have a material impact on the Company's ability
to meet its contractual commitments. The discussion of the Year 2000 issue
herein, and in particular the Company's plans to remediate this issue and
estimated costs thereof, are forward-looking in nature.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------

The Company's exposure to market risks and the way these risks are managed,
are summarized in Item 7a of the 1998 Form 10K.


                                      11

<PAGE>


                                   PART II
                                   -------

Item 2.  Changes in Securities and Use of Proceeds.
- ---------------------------------------------------

(d)      Information required by Item 701(f) of Regulation S-K:

         (1)      The original effective date of the Registration Statement of
                  the Company on Form S-1 was declared effective on February
                  14, 1997 (Registration No. 333-18053). The registration
                  statement continues to be effective through annual
                  amendments, the most recent filed April 16, 1999 and
                  declared effective April 30, 1999.

         (2)      Offering commenced immediately upon effectiveness of the
                  registration statement.

         (3)      Not applicable.

         (4)      (i)    The offering has not been terminated.

                  (ii)   The managing underwriter of the offering is Prudential
                         Investment Management Services LLC.

                  (iii)  Market-Value Adjustment Annuity Contracts (also known
                         as modified guaranteed annuity contracts).

                  (iv)   Securities registered and sold for the account of the
                         Company:

                           Amount registered*:                    $ 150,000,000
                           Aggregate price of the offering
                              amount registered:                  $ 150,000,000
                           Amount sold*:                          $  21,230,000
                           Aggregate offering price of amount
                              sold to date:                       $  21,230,000

                           * Securities not issued in predetermined units

                           No securities have been registered for the account
                              of any selling security holder.

                  (v)    Expenses associated with the issuance of the
                          securities:

                           Underwriting discounts and
                              commissions**                       $     743,000
                           Other expenses**                       $     485,000
                              Total                               $   1,228,000

                           ** Amounts are estimated and are paid to affiliated
                              parties.

                  (vi)   Net offering proceeds:                    $  20,002,000

                  (vii)  Not applicable.

                  (viii) Not applicable.


Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------
(a)      Exhibits

         3(i)(a)  The Articles of Incorporation (as amended through March 11,
                  1983) of Pruco Life Insurance Company of New Jersey are
                  incorporated by reference to Post-effective Amendment No. 26
                  to the Registration Statement on Form S-6 of Pruco Life of
                  New Jersey Variable Appreciable Account as filed April 28,
                  1997, Registration No. 2-89780.

         3(i)(b)  Amendment to the Articles of Incorporation dated February
                  12, 1998 is incorporated by reference to Post-Effective
                  Amendment No. 12 to the Registration Statement on Form S-1,
                  of Pruco Life of New Jersey Variable Contract Real Property
                  Account as filed on April 16, 1999, Registration No.
                  33-20018.

                                      12


<PAGE>

                                   PART II
                                   -------

         3(ii)a   By-Laws of Pruco Life Insurance Company of New Jersey (as
                  amended through May 5, 1997) are incorporated by reference
                  to Form 10-Q as filed by the Company on August 15, 1997.

         3(ii)b   Incorporated by reference to Form S-6, filed on August 13,
                  1999 on behalf of the Pruco Life Insurance Company of New
                  Jersey Variable Appreciable account.

         4        Market-Value Adjustment Annuity Contract is incorporated by
                  reference to the Company's registration statement on Form
                  S-1, Registration No. 333-18053, as filed November 17, 1995.

         27       Financial Data Schedule is filed herewith in accordance with
                  EDGAR instructions.


                                      13


<PAGE>



                                  SIGNATURES
                                  ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf of the
undersigned, thereunto duly authorized.

                  PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
                                 (Registrant)





Signature                       Title                         Date
- ---------                       -----                         -----


/s/ ESTHER H. MILNES            President and Director        August 13, 1999
- -----------------------
Esther H. Milnes


/s/ DENNIS G. SULLIVAN          Principal Financial Officer   August 13, 1999
- -----------------------         and Chief Accounting Officer
Dennis G. Sullivan


                                      14



<TABLE> <S> <C>


<ARTICLE>     7


<S>                                                           <C>
<PERIOD-TYPE>                                                  6-MOS
<FISCAL-YEAR-END>                                                   DEC-31-1999
<PERIOD-START>                                                      JAN-01-1999
<PERIOD-END>                                                        JUN-30-1999
<DEBT-HELD-FOR-SALE>                                                    557,132
<DEBT-CARRYING-VALUE>                                                     7,470
<DEBT-MARKET-VALUE>                                                       7,285
<EQUITIES>                                                                    0
<MORTGAGE>                                                                    0
<REAL-ESTATE>                                                                 0
<TOTAL-INVEST>                                                          768,037
<CASH>                                                                      763
<RECOVER-REINSURE>                                                           15
<DEFERRED-ACQUISITION>                                                  122,880
<TOTAL-ASSETS>                                                        2,568,164
<POLICY-LOSSES>                                                               0
<UNEARNED-PREMIUMS>                                                           0
<POLICY-OTHER>                                                           93,566
<POLICY-HOLDER-FUNDS>                                                   413,254
<NOTES-PAYABLE>                                                               0
                                                         0
                                                                   0
<COMMON>                                                                  2,000
<OTHER-SE>                                                              346,512
<TOTAL-LIABILITY-AND-EQUITY>                                          2,568,164
                                                                  694
<INVESTMENT-INCOME>                                                      24,575
<INVESTMENT-GAINS>                                                       (2,139)
<OTHER-INCOME>                                                              164
<BENEFITS>                                                               20,895
<UNDERWRITING-AMORTIZATION>                                               7,299
<UNDERWRITING-OTHER>                                                     14,324
<INCOME-PRETAX>                                                          10,212
<INCOME-TAX>                                                              3,574
<INCOME-CONTINUING>                                                       6,638
<DISCONTINUED>                                                                0
<EXTRAORDINARY>                                                               0
<CHANGES>                                                                     0
<NET-INCOME>                                                              6,638
<EPS-BASIC>                                                                 0
<EPS-DILUTED>                                                                 0
<RESERVE-OPEN>                                                                0
<PROVISION-CURRENT>                                                           0
<PROVISION-PRIOR>                                                             0
<PAYMENTS-CURRENT>                                                            0
<PAYMENTS-PRIOR>                                                              0
<RESERVE-CLOSE>                                                               0
<CUMULATIVE-DEFICIENCY>                                                       0



</TABLE>


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