PRUCO LIFE INSURANCE OF NEW JERSEY
10-Q, 2000-11-14
LIFE INSURANCE
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<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

/X/      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED]

                For the quarterly period ended September 30, 2000

                                       OR

/ /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                        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                                (IRS Employer Identification No.)
jurisdiction, incorporation or organization)

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

                                 (973) 802-3274
                  --------------------------------------------
              (Registrant's Telephone Number, including area code)

        Securities registered pursuant to Section 12 (b) of the Act: NONE
        Securities registered pursuant to Section 12 (g) of the Act: NONE

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 / /

         State the aggregate market value of the voting stock held by
         non-affiliates of the registrant: NONE

         Indicate the number of shares outstanding of each of the registrant's
         classes of common stock, as of November 14, 2000. Common stock, par
         value of $5 per share: 400,000 shares outstanding

       Pruco Life Insurance Company of New Jersey meets the conditions set
       forth in General Instruction (H) (1) (a) and (b) on Form 10-Q and
        is therefore filing this Form with the reduced disclosure format.

================================================================================


<PAGE>

                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

                          INDEX TO FINANCIAL STATEMENTS

                                                                        Page No.

Cover Page                                                                     -

Index                                                                          2

                         PART I - Financial Information

Item 1.  (Unaudited) Financial Statements

            Statements of Financial Position
            As of September 30, 2000 and December 31, 1999                     3

            Statements of Operations and Comprehensive Income
            Nine and Three months ended September 30, 2000 and 1999            4

            Statements of Changes in Stockholder's Equity
            Periods ended September 30, 2000 and December 31, 1999 and 1998    5

            Statements of Cash Flows
            Nine months ended September 30, 2000 and 1999                      6

            Notes to Financial Statements                                      7

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


                           PART II - Other Information

Item 6.  Exhibits and Reports on Form 8-K                                     11

Signature Page                                                                12


                                      2
<PAGE>


Pruco Life Insurance Company of New Jersey

Statements of Financial Position
As of September 30, 2000 and December 31, 1999 (In Thousands)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                          (Unaudited)
                                                                                          September 30,   December 31,
                                                                                              2000            1999
                                                                                           -----------    -----------
<S>                                                                                        <C>            <C>
ASSETS
Fixed maturities
   Available for sale, at fair value (amortized cost, 2000: $632,633 and 1999: $604,223)   $   623,732    $   585,271
   Held to maturity, at amortized cost (fair value, 2000: $7,132; and 1999: $6,938)              7,470          7,470
Policy loans                                                                                   149,991        143,815
Short-term investments                                                                          74,179         27,473
Other long-term investments                                                                      4,043          2,520
                                                                                           -----------    -----------
        Total investments                                                                      859,415        766,549
Cash                                                                                               758            117
Deferred policy acquisition costs                                                              122,261        129,184
Accrued investment income                                                                       14,527         12,492
Receivables from affiliate                                                                      20,344         16,231
Other assets                                                                                    18,139            474
Separate Account assets                                                                      1,887,117      1,827,484
                                                                                           -----------    -----------
TOTAL ASSETS                                                                               $ 2,922,561    $ 2,752,531
                                                                                           ===========    ===========

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Policyholders' account balances                                                            $   428,879    $   414,917
Future policy benefits and other policyholder liabilities                                      108,986        105,861
Cash collateral for loaned securities                                                           45,876         17,900
Securities sold under agreements to repurchase                                                  16,773           --
Income taxes payable                                                                            32,529         27,829
Other liabilities                                                                               31,128          7,571
Separate Account liabilities                                                                 1,887,117      1,827,484
                                                                                           -----------    -----------
Total liabilities                                                                          $ 2,551,288    $ 2,401,562
                                                                                           -----------    -----------
Contingencies - (See Footnote 2)
Stockholder's Equity
Common stock, $5 par value;
      400,000 shares, authorized;
      issued and outstanding at
      September 30, 2000 and December 31, 1999                                                   2,000          2,000
Paid-in-capital                                                                                125,000        125,000
Retained earnings                                                                              247,176        230,057
Accumulated other comprehensive loss                                                            (2,903)        (6,088)
                                                                                           -----------    -----------
Total stockholder's equity                                                                     371,273        350,969
                                                                                           -----------    -----------
TOTAL LIABILITIES AND
    STOCKHOLDER'S EQUITY                                                                   $ 2,922,561    $ 2,752,531
                                                                                           ===========    ===========
</TABLE>


                        See Notes to Financial Statements


                                       3
<PAGE>


Pruco Life Insurance Company of New Jersey

Statements of Operations and Comprehensive Income (Unaudited)
Nine and Three Months Ended September 30, 2000 and 1999  (In Thousands)

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                  Nine months ended     Three months ended
                                                    September 30,          September 30,

                                                  2000        1999        2000       1999
                                                --------    --------    --------   --------
<S>                                             <C>         <C>         <C>        <C>
REVENUES

Premiums                                        $  4,284    $  5,613    $  1,009   $  2,462
Policy charges and fee income                     41,373      38,895      13,916     12,709
Net investment income                             40,116      37,288      13,042     12,713
Realized investment (losses) gains, net             (493)     (2,661)      1,056       (522)
Asset management fees                              6,416       4,876       2,231      1,626
Other income                                         156         305          52        141
                                                --------    --------    --------   --------

Total revenues                                    91,852      84,316      31,306     29,129
                                                --------    --------    --------   --------

BENEFITS AND EXPENSES

Policyholders' benefits                           21,699      19,906       7,287      5,479
Interest credited to policyholders' account       14,009      14,042       4,488      5,117
  balances
General, administrative and other expenses        29,806      33,901       8,163     12,278
                                                --------    --------    --------   --------

Total benefits and expenses                       65,514      67,849      19,938     22,874
                                                --------    --------    --------   --------

Income from operations before income taxes        26,338      16,467      11,368      6,255
                                                --------    --------    --------   --------

Income tax provision                               9,219       5,763       3,979      2,189
                                                --------    --------    --------   --------

NET INCOME                                      $ 17,119    $ 10,704    $  7,389   $  4,066
                                                --------    --------    --------   --------

Other comprehensive income, net of tax:

     Unrealized gains (losses) on securities,
       net of reclassification adjustment          3,185      (5,216)      2,581     (1,237)
                                                --------    --------    --------   --------

TOTAL COMPREHENSIVE INCOME                      $ 20,304    $  5,488    $  9,970   $  2,829
                                                ========    ========    ========   ========
</TABLE>


                        See Notes to Financial Statements


                                       4
<PAGE>



Pruco Life Insurance Company of New Jersey

Statements of Changes in Stockholder's Equity (Unaudited)
Periods ended September 30, 2000 and December 31, 1999 and 1998 (In Thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                Accumulated
                                                                                   other          Total
                                      Common      Paid - in -      Retained    comprehensive  stockholder's
                                       stock        capital        earnings    income (loss)      equity
                                     ----------   -----------      ---------   -------------  --------------
<S>                                  <C>          <C>              <C>         <C>            <C>
Balance, January 1, 1998             $   2,000    $ 125,000        $ 185,437     $   2,956      $ 315,393

  Net income                                 -            -           31,823             -         31,823
  Change in net unrealized
  investment losses, net of
  reclassification and taxes                 -            -                -        (1,363)        (1,363)
                                     ----------   -----------      ---------   -------------  --------------
Balance, December 31, 1998           $   2,000    $ 125,000        $ 217,260     $   1,593      $ 345,853

  Net income                                 -            -           12,797             -         12,797
  Change in net unrealized
  investment losses, net of
  reclassification and taxes                 -            -                -        (7,681)        (7,681)
                                     ----------   -----------      ---------   -------------  --------------
Balance, December 31, 1999           $   2,000    $ 125,000        $ 230,057     $  (6,088)     $ 350,969

  Net income                                 -            -           17,119             -         17,119
  Change in net unrealized
  investment gains, net of
  reclassification and taxes                 -            -                -         3,185          3,185
                                     ----------   -----------      ---------   -------------  --------------
Balance, September 30, 2000          $   2,000    $ 125,000        $ 247,176     $  (2,903)     $ 371,273
                                     ==========   ===========      =========   =============  ==============
</TABLE>


                        See Notes to Financial Statements


                                       5
<PAGE>



Pruco Life Insurance Company of New Jersey

Statements of Cash Flows (Unaudited)
Nine Months Ended September 30, 2000 and 1999 (In Thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                 Nine months ended,
                                                                                   September 30,
                                                                                  2000       1999
                                                                                ---------  ---------
<S>                                                                             <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                     $ 17,119   $ 10,704
    Adjustments to reconcile net income to net cash (used in) provided by
      operating activities:
      Policy charges and fee income                                                (7,432)    (8,630)
      Interest credited to policyholders' account balances                         14,009     14,042
      Realized investment losses, net                                                 493      2,661
      Amortization and other non-cash items                                        (3,944)    12,569
      Change in:
        Future policy benefits and other policyholders' liabilities                 3,125        982
        Accrued investment income                                                  (2,035)      (946)
        Payable to/Receivable from affiliates, net                                 (4,113)    (8,961)
        Policy loans                                                               (6,176)    (3,182)
        Deferred policy acquisition costs                                           6,923     (9,148)
        Income taxes payable                                                        4,700      2,402
        Other, net                                                                  5,896      1,832
                                                                                ---------  ---------
Cash Flows From Operating Activities                                               28,565     14,325
                                                                                ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from the sale/maturity of:
    Fixed maturities:
      Available for sale                                                          357,461    637,300
  Payments for the purchase of:
    Fixed maturities:
      Available for sale                                                         (389,715)  (650,987)
      Held to maturity                                                                  -     (7,470)
  Cash collateral for loaned securities, net                                       27,976    (22,474)
  Securities sold under agreements to repurchase, net                              16,773    (11,137)
    Other long-term investments                                                    (1,523)    (1,320)
  Short term investments, net                                                     (46,706)    47,771
                                                                                ---------  ---------
Cash Flows (Used in) Investing Activities                                         (35,734)    (8,317)
                                                                                ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Policyholders' account balances:
    Deposits                                                                      142,756    195,689
    Withdrawals                                                                  (134,946)  (201,716)
                                                                                ---------  ---------
Cash Flows From (Used in) Financing Activities                                      7,810     (6,027)
                                                                                ---------  ---------
Net increase (decrease) in Cash                                                       641        (19)
  Cash, beginning of year                                                             117         45
                                                                                ---------  ---------
CASH, END OF PERIOD                                                              $    758   $     26
                                                                                =========  =========
</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 interim financial statements have been prepared pursuant to the
rules and regulations for reporting on Form 10-Q on the basis of accounting
principles generally accepted in the United States. These interim financial
statements are unaudited but reflect all adjustments which, in the opinion of
management, are necessary to provide a fair presentation of the results of
operations and financial condition of the Pruco Life Insurance Company of New
Jersey ("the Company"), for the interim periods presented. All such adjustments
are of a normal recurring nature. The Company is a wholly-owned subsidiary of
the Pruco Life Insurance Company ("Pruco Life") which in turn is a wholly-owned
subsidiary of The Prudential Insurance Company of America ("Prudential"). The
results of operations for any interim period are not necessarily indicative of
results for a full year. Certain amounts in the Company's prior year financial
statements have been reclassified to conform to the 2000 presentation. These
financial statements should be read in conjunction with the financial statements
and notes thereto contained in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.

2.  CONTINGENCIES

Various lawsuits against the Company have arisen in the course of the Company's
business. In certain of these matters, large and/or indeterminate amounts are
sought.

On October 28, 1996, the Company entered into a Stipulation of Settlement with
attorneys for the plaintiffs in a consolidated class action lawsuit pending in a
Multi-District Litigation proceeding in the U.S. District Court for the District
of New Jersey. The class action suit involved alleged improprieties in
connection with the sale, servicing and operation of permanent life insurance
policies from 1982 through 1995. Pursuant to the settlement, the Company has
participated in a remediation program pursuant to which relief was offered to
policyowners who were misled when they purchased permanent life insurance
policies in the United States from 1982 to 1995. Prudential has agreed to
indemnify the Company for any liability incurred in connection with that
litigation.

The balance of the Company's litigation is subject to many uncertainties, and
given the complexity and scope, the outcomes cannot be predicted with precision.
Management believes that any ultimate liability that could result from such
litigation would not have a material adverse effect on the Company's financial
position.

3.  RELATED PARTY TRANSACTIONS

The Company has extensive transactions and relationships with Prudential and
other affiliates. It is possible that the terms of these transactions are not
the same as those that would result from transactions among wholly unrelated
parties.

Expense Charges and Allocations

All of the Company's expenses are allocations or charges from Prudential or
other affiliates. These expenses can be grouped into the following categories:
general and administrative expenses, retail distribution expenses and asset
management fees.

The Company's general and administrative expenses are charged to the Company
using allocation methodologies based on business processes. Management believes
that the methodology is reasonable and reflects costs incurred by Prudential to
process transactions on behalf of the Company. 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.

The Company is allocated estimated distribution expenses from Prudential's
retail agency network for both its domestic life and annuity products. The
Company has capitalized the majority of these distribution expenses as deferred
policy acquisition costs ("DAC"). At April 1, 2000, Prudential and the Company
agreed to revise the estimate of allocated distribution expenses to reflect a
market based pricing arrangement.

The Company is charged an asset management fee by Prudential Global Asset
Management ("PGAM") for managing the Separate Account investment portfolio.
These fees are a component of general, administrative and other expenses.


                                       7
<PAGE>



Pruco Life Insurance Company of New Jersey

Notes to Financial Statements (Unaudited)

--------------------------------------------------------------------------------

3.  RELATED PARTY TRANSACTIONS (continued)

In accordance with a profit sharing agreement with Prudential, the Company
receives asset management fee income from policyholder account balances invested
in the Prudential Series Funds ("PSF"). These amounts are recorded as "Asset
Management Fees" in the Statement of Operations.

On September 29, 2000, the Board of Directors for the Prudential Series Funds,
Inc. ("PSFI") adopted resolutions to terminate the existing management agreement
between PSFI and Prudential and has appointed another subsidiary of Prudential
as the fund manager for PSF. The Company is currently assessing the effect of
these resolutions on its profit sharing agreement with Prudential.

Corporate Owned Life Insurance

The Company has sold a Corporate Owned Life Insurance ("COLI") policy to
Prudential. The cash surrender value included in Separate Accounts was $194.4
million and $199.0 million at September 30, 2000 and December 31, 1999,
respectively.

Reinsurance

The Company currently has a reinsurance agreement in place with Prudential ("the
reinsurer"). The reinsurance agreement is a yearly renewable term agreement in
which the Company may offer and the reinsurer may accept reinsurance on any life
in excess of the Company's maximum limit of retention. The Company is not
relieved of its primary obligation to the policyholder as a result of these
reinsurance transactions. These agreements had no material effect on net income
for the periods ended September 30, 2000 and December 31, 1999.

Debt Agreements

In July 1998, the Company established a revolving line of credit facility with
Prudential Funding Corporation, a wholly-owned subsidiary of Prudential. There
is no outstanding debt relating to this credit facility as of September 30, 2000
or December 31, 1999.

4.  RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 was amended by SFAS 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133", issued June, 1999 and by SFAS 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities"
issued in June 2000. SFAS 133, as amended, requires that companies recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. SFAS 133 does not apply to most traditional
insurance contracts. However, certain hybrid contracts that contain features
which may affect settlement amounts similarly to derivatives may require
separate accounting for the "host contract" and the underlying "embedded
derivative" provisions. The latter provisions would be accounted for as
derivatives as specified by the statement.

SFAS No. 133 provides, if certain conditions are met, that a derivative may be
specifically designated as (1) a hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm commitment
(fair value hedge), (2) a hedge of the exposure to variable cash flows of a
forecasted transaction (cash flow hedge), or (3) a hedge of the foreign currency
exposure of a net investment in a foreign operation, an unrecognized firm
commitment, an available-for-sale security or a foreign-currency-denominated
forecasted transaction (foreign currency hedge).

Under SFAS No. 133, the accounting for changes in fair value of a derivative
depends on its intended use and designation. For a fair value hedge, the gain or
loss is recognized in earnings in the period of change together with the
offsetting loss or gain on the hedged item. For a cash flow hedge, the effective
portion of the derivative's gain or loss is initially reported as a component of
other comprehensive income and subsequently reclassified into earnings when the
forecasted transaction affects earnings. For a hedge of a net investment in a
foreign subsidiary, the gain or loss is reported in other comprehensive income
as part of the foreign currency translation adjustment. For all other
derivatives not designated as hedging instruments, the gain or loss is
recognized in earnings in the period of change. The Company is required to adopt
this Statement, as amended, as of January 1, 2001. Adoption of SFAS 133, as
amended, is not expected to have a material impact on the Company's financial
position or results of operations.


                                       8
<PAGE>



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

Pruco Life Insurance Company of New Jersey meets the conditions set forth in
General Instruction H(1)(a) and (b) on Form 10-Q and is filing this form with
reduced disclosure.

1.  Analysis of Financial Condition

Total assets for the Company increased $170.0 million during the first nine
months of 2000. As a result of increased securities lending activity, short-term
investments rose by $46.7 million. In addition, Separate Account assets
increased by $59.6 million, due to net cash inflows. Other assets increased by
$17.7 million due to timing on the cash collection of receivables for securities
sold.

Similarly, liabilities increased by $149.7 million from December 31, 1999.
Higher levels of securities lending activity increased liabilities by $44.7
million. Separate Account contractholder fund balances grew by $59.6 million due
to contributions of $157.3 million and new investment income of $19.8 million,
offset by surrenders, withdrawals and disbursements of $117.5 million.
Policyholder account balances increased by $14.0 million mainly due to sales of
the Discovery Select annuity product ("Discovery Select"). Other liabilities
increased by $23.6 million primarily as a result of timing of the cash payments
for purchases of securities.

2.  Results of Operations

For the nine months ended September 30, 2000 and September 30, 1999
-------------------------------------------------------------------

Net income for the nine months ended September 30, 2000 was $17.1 million, an
increase of $6.4 million from the first nine months of 1999. Revenue increased
by $7.5 million and expenses decreased by $2.3 million. The income tax provision
was higher by $3.4 based on the corresponding increase in net income.

Net investment income increased by $2.8 million primarily due to a corresponding
increase in the fixed maturity and short term asset base during the period.
There were also realized losses of $.5 million, an improvement of $2.2 million,
as a result of gains on forward currency contracts, driven by a rise in the
value of the US dollar against other currencies compared to the same period in
1999.

Policy charges and fee income increased by $2.5 million and asset management
fees increased by $1.5 million when comparing year-to-date September 30, 2000 to
September 30, 1999. The increases are primarily related to higher mortality and
expense charges and investment advisory fees resulting from the rise in Separate
Account assets primarily as a result of sales of Discovery Select.

Policyholders' benefits increased slightly by $1.8 million, primarily due to
increases in reserves for extended term policies and disability reserves.
Interest credited to policyholder account balances remained relatively flat
during the period compared to the prior year.

General, administrative and other expenses decreased by $4.1 million. DAC
amortization, which is a component of general, administrative and other
expenses, was lower by $3.1 million as a decrease in the DAC amortization of
life products of $3.6 million was slightly offset by increases in annuity DAC
amortization of $.5 million. DAC amortization for life products decreased as the
prior year included write-offs of DAC for policies that were rescinded as a
result of the Company's policyholder remediation program, as described in the
Notes to the Financial Statements. Annuity DAC amortization increased due to
growth in profitability of the annuity business, changes made late in 1999 to
the assumptions used in the amortization model, and the release of DAC due to
Discovery Select lapse experience. In addition, as of April 1, 2000, there was a
change in the allocation of estimated distribution expenses from Prudential's
retail agency network, which decreased year over year expenses by $1.0 million.

For the three months ended September 30, 2000 and September 30, 1999
--------------------------------------------------------------------

Net income for the three months ended September 30, 2000 was $7.4 million, an
increase of $3.3 million from the third quarter of 1999, with increases of $2.2
million in revenues and decreases of $2.9 million in expenses. The income tax
provision was higher by $1.8 million based on the corresponding increase in net
income.

Net investment income increased by $.3 million primarily due to a corresponding
increase in the fixed maturity asset base during the period. There were also
realized gains of $1.1 million, an improvement of $1.6 million compared to 1999,
as a result of gains on forward currency contracts, driven by a rise in the
value of the US dollar against other currencies.


                                       9
<PAGE>



Policy charges and fee income increased by $1.2 million and asset management
fees increased by $.6 million related to higher mortality and expense charges
and investment advisory fees, resulting from the rise in Separate Account assets
primarily as a result of sales of Discovery Select.

Policyholder benefits, including changes in reserves, are $1.8 million higher
due to increases in reserves for extended term policies and disability reserves.

General, administrative and other expenses decreased by $4.1 million from the
prior year. DAC amortization decreased by $2.5 million, mainly due to write-offs
of DAC for life policies that were rescinded as a result of the Company's
policyholder remediation program as described in the Notes to the Financial
Statements. As of April 1, 2000, there was a change in the allocation of
estimated distribution expenses from Prudential's retail agency network, which
decreased quarter over quarter expenses by $1.0 million. In addition, an
increase to the reserve for unbeknownst modified endowment contracts ("UMEC") of
$1.1 million was offset by decreased salary and consulting expenses.

3.  Liquidity and Capital Resources

Principal cash flow sources are investment and fee income, investment maturities
and sales, and premiums and fund deposits. These cash inflows may be
complemented by financing activities through other Prudential affiliates.

Cash outflows consist principally of benefits, claims and amounts paid to
policyholders in connection with policy surrenders, withdrawals and net policy
loan activity. Uses of cash also include commissions, general and administrative
expenses, and purchases of investments. Liquidity requirements associated with
policyholder obligations are monitored regularly so that the Company can manage
cash inflows to match anticipated cash outflow requirements.

The Company believes that cash flow from operations together with proceeds from
scheduled maturities and sales of fixed maturity investments, are adequate to
satisfy liquidity requirements based on the Company's current liability
structure.

The Company had $2.9 billion of assets at September 30, 2000 compared to $2.8
billion at December 31, 1999, of which $1.9 billion and $1.8 billion were held
in Separate Accounts at September 30, 2000 and December 31, 1999, respectively,
under variable life insurance policies and variable annuity contracts. The
remaining assets consisted primarily of investments and deferred policy
acquisition costs.

4.  Information Concerning Forward-Looking Statements

Some of the statements contained in Management's Discussion and Analysis,
including those words such as "believes", "expects", "intends", "estimates",
"assumes", "anticipates" and "seeks", are forward-looking statements. These
forward-looking statements involve risk and uncertainties. Actual results may
differ materially from those suggested by the forward-looking statements for
various reasons. In particular, statements contained in Management's Discussion
and Analysis regarding the Company's business strategies involve risks and
uncertainties, and we can provide no assurance that we will be able to execute
our strategies effectively or achieve our financial and other objectives.


                                      10
<PAGE>



                                    PART II
                                    -------

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.

         3(ii)    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.

         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.


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<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
---------                   -----                             ----


_______________________     President and Director            November 14, 2000
Esther H. Milnes


_______________________     Principal Financial Officer       November 14, 2000
William J. Eckert, IV       and Chief Accounting Officer


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