PRUDENTIAL NATIONAL MUNICIPALS FUND INC, 485APOS, 1994-06-30

PRUDENTIAL NATIONAL MUNICIPALS FUND INC
485APOS, 1994-06-30

Previous: SPELLING ENTERTAINMENT GROUP INC, SC 13D/A, 1994-06-30

Next: FMR CORP, SC 13D/A, 1994-06-30

<PAGE>

As filed with the Securities and Exchange Commission on June 30, 1994

Registration No. 2-66407
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-----------
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

PRE-EFFECTIVE AMENDMENT NO. [_]

[X]
POST-EFFECTIVE AMENDMENT NO. 22

AND/OR

REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940 [X]

[X]
AMENDMENT NO. 21

(Check appropriate box or boxes)

-----------

PRUDENTIAL-BACHE NATIONAL MUNICIPALS FUND, INC.

(Exact name of registrant as specified in charter)

(doing business as Prudential National Municipals Fund)

ONE SEAPORT PLAZA,
NEW YORK, NEW YORK 10292

(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 214-1250

S. JANE ROSE, ESQ.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT.

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):

[_] immediately upon filing pursuant to paragraph (b)

[X] 60 days after filing pursuant to paragraph (a)

[_] on (date) pursuant to paragraph (b)

[_] on (date) pursuant to paragraph (a), of Rule 485.

PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF 1940, REGISTRANT
HAS PREVIOUSLY REGISTERED AN INDEFINITE NUMBER OF SHARES OF COMMON STOCK PAR
VALUE $.01 PER SHARE. THE REGISTRANT FILED A NOTICE UNDER SUCH RULE FOR ITS
FISCAL YEAR ENDED DECEMBER 31, 1993 ON FEBRUARY 25, 1994.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ------------- --------
<S> <C>
PART A
Item 1. Cover Page.............................. Cover Page
Item 2. Synopsis................................ Fund Expenses
Item 3. Condensed Financial Information......... Fund Expenses; Financial
Highlights; How the Fund
Calculates Performance
Item 4. General Description of Registrant....... Cover Page; Fund Highlights;
How the Fund Invests; General
Information
Item 5. Management of the Fund.................. Financial Highlights; How the
Fund is Managed
Item 6. Capital Stock and Other Securities...... Dividends, Distributions and
Taxes; General Information
Item 7. Purchase of Securities Being Offered.... Shareholder Guide; How the
Fund Values its Shares
Item 8. Redemption or Repurchase................ Shareholder Guide; How the
Fund Values its Shares;
General Information
Item 9. Pending Legal Proceedings............... Not Applicable
PART B
Item 10. Cover Page.............................. Cover Page
Item 11. Table of Contents....................... Table of Contents
Item 12. General Information and History......... General Information
Item 13. Investment Objectives and Policies...... Investment Objective and
Policies; Investment
Restrictions
Item 14. Management of the Fund.................. Directors and Officers;
Manager; Distributor
Item 15. Control Persons and Principal Holders of
Securities.............................. Not Applicable
Item 16. Investment Advisory and Other Services.. Manager; Distributor;
Custodian, Transfer and
Dividend Disbursing Agent and
Independent Accountants
Item 17. Brokerage Allocation and Other
Practices............................... Portfolio Transactions and
Brokerage
Item 18. Capital Stock and Other Securities...... Not Applicable
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered................ Purchase and Redemption of
Fund Shares; Shareholder
Investment Account; Net Asset
Value
Item 20. Tax Status.............................. Taxes, Dividends and
Distributions
Item 21. Underwriters............................ Distributor
Item 22. Calculation of Performance Data......... Performance Information
Item 23. Financial Statements.................... Financial Statements
</TABLE>

PART C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Post-Effective Amendment
to the Registration Statement.

1
<PAGE>

The Prospectus is incorporated herein by reference in its entirety from
Post-Effective Amendment No. 21 to Registrant's Registration Statement (File
No. 2-66407) filed on May 6, 1994. The Statement of Additional Information is
incorporated herein by reference in its entirety from Post-Effective Amendment
No. 21 to Registrant's Registration Statement (File No. 2-66407) filed on May
6, 1994.
<PAGE>

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(A) FINANCIAL STATEMENTS:

(1) Financial statements included in the Prospectus constituting Part A
of this Registration Statement:

Financial Highlights for each of the ten years in the period ended
December 31, 1993.

(2) Financial statements included in the Statement of Additional
Information constituting Part B of this Registration Statement:

Portfolio of Investments at December 31, 1993.

Statement of Assets and Liabilities at December 31, 1993.

Statement of Operations for the year ended December 31, 1993.

Statement of Changes in Net Assets for the years ended December 31,
1992 and December 31, 1993.

Notes to Financial Statements.

Financial Highlights with respect to each of the five years in the
period ended December 31, 1993.

Report of Independent Accountants.

(B) EXHIBITS:

1.Form of Amended and Restated Articles of Incorporation. Incorporated
by reference to Exhibit 1 to Post-Effective Amendment No. 21 to
Registration Statement filed on Form N-1A via EDGAR on May 6, 1994
(File No. 2-66407).

2.Amended and restated By-Laws. Incorporated by reference to Exhibit 2
to Post-Effective Amendment No. 20 to the Registration Statement
filed on Form N-1A via EDGAR filed on March 1, 1994 (File No. 2-
66407).

4.Instruments defining rights of holders of the securities being
offered. Incorporated by reference to Exhibits Nos. 1 and 2 above.

5.(a) Management Agreement between the Registrant and Prudential Mutual
Fund Management, Inc., incorporated by reference to Exhibit 5(a) to
Post-Effective Amendment No. 13 to Registration Statement on Form N-
1A (File No.
2-66407).

(b) Management Agreement, as amended, between the Registrant and
Prudential Mutual Fund Management, Inc., incorporated by reference to
Exhibit 5(b) to Post-Effective Amendment No. 16 to Registration
Statement on Form
N-1A.

(c) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and the Prudential Investment Corporation, incorporated by
reference to Exhibit 5(b) to Post-Effective Amendment No. 13 to
Registration Statement on Form N-1A (File No. 2-66407).

6.(a) Selected Dealer Agreement, incorporated by reference to Exhibit
6(b) to Pre-Effective Amendment No. 1 to Registration Statement on
Form N-1 (File No. 2-66407).

(b) Distribution and Service Agreement between the Registrant and
Prudential Mutual Fund Distributors, Inc. for Class A shares, dated
July 1, 1993. Incorporated by reference to Exhibit 6(b) to Post-
Effective Amendment No. 20 to the Registration Statement filed on
Form N-1A via EDGAR filed on March 1, 1994 (File No. 2-66407).

(c) Distribution and Service Agreement between the Registrant and
Prudential Securities Incorporated for Class B shares, dated July 1,
1993. Incorporated by reference to Exhibit 6(c) to Post-Effective
Amendment No. 20 to the Registration Statement filed on Form N-1A via
EDGAR filed on March 1, 1994 (File No. 2-66407).

(d) Form of Distribution and Service Agreement for Class A shares.
Incorporated by reference to Exhibit 6(d) to Post-Effective Amendment
No. 21 to Registration Statement filed on Form N-1A via EDGAR on May
6, 1994 (File No. 2-66407).

(e) Form of Distribution and Service Agreement for Class B shares.
Incorporated by reference to Exhibit 6(e) to Post-Effective Amendment
No. 21 to Registration Statement filed on Form N-1A via EDGAR on May
6, 1994 (File No. 2-66407).

C-1
<PAGE>

(f) Form of Distribution and Service Agreement for Class C shares.
Incorporated by reference to Exhibit 6(f) to Post-Effective Amendment
No. 21 to Registration Statement filed on Form N-1A via EDGAR on May
6, 1994 (File No. 2-66407).

8.(a) Custodian Agreement dated July 13, 1984, between the Registrant
and State Street Bank and Trust Company, incorporated by reference to
Exhibit 8(a) to Post-Effective Amendment No. 17 to Registration
Statement on Form N-1A (File No. 2-66407).

(b) Revised Custodian Agreement between the Registrant and State
Street Bank and Trust Company, incorporated by reference to Exhibit
8(b) to Post-Effective Amendment No. 17 to Registration Statement on
Form N-1A (File No. 2-66407).

9.Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc., incorporated by reference to
Exhibit 9(b) to Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A (File No. 2-66407).

10.(a) Opinion of Sullivan & Cromwell. Incorporated by reference to
Exhibit 10 to Registration Statement on Form N-1 (File No. 2-66407).

(b) Opinion of Sullivan & Cromwell. Incorporated by reference to
Exhibit 10(b) to Post-Effective Amendment No. 20 to the Registration
Statement filed on Form N-1A via EDGAR on March 1, 1994 (File No. 2-
66407).

11.Consent of Independent Accountants.*

13.Letter of Bache Halsey Stuart Shields Incorporated. Incorporated by
reference to Exhibit 13 to Pre-Effective Amendment No. 1 to
Registration Statement on Form N-1 (File No. 2-66407).

15.(a) Distribution and Service Plan for Class A shares dated July 1,
1993. Incorporated by reference to Exhibit 15(a) to Post-Effective
Amendment No. 20 to the Registration Statement filed on Form N-1A via
EDGAR on March 1, 1994 (File No. 2-66407).

(b) Distribution and Service Plan for Class B shares dated July 1,
1993. Incorporated by reference to Exhibit 15(b) to Post-Effective
Amendment No. 20 to the Registration Statement filed on Form N-1A via
EDGAR on March 1, 1994 (File No. 2-66407).

(c) Form of Distribution and Service Plan for Class A shares.
Incorporated by reference to Exhibit 15(c) to Post-Effective
Amendment No. 21 to Registration Statement filed on Form N-1A via
EDGAR on May 6, 1994 (File No. 2-66407).

(d) Form of Distribution and Service Plan for Class B shares.
Incorporated by reference to Exhibit 15(d) to Post-Effective
Amendment No. 21 to Registration Statement filed on Form N-1A via
EDGAR on May 6, 1994 (File No. 2-66407).

(e) Form of Distribution and Service Plan for Class C shares.
Incorporated by reference to Exhibit 15(e) to Post-Effective
Amendment No. 21 to Registration Statement filed on Form N-1A via
EDGAR on May 6, 1994 (File No. 2-66407).

16.(a) Schedule of Calculation of Average Annual Total Return (Class B
Shares), incorporated by reference to Exhibit 16 to Post-Effective
Amendment No. 13 to Registration Statement on Form N-1A (File No. 2-
66407).

(b) Schedule of Calculation of Average Annual Total Return (Class A
Shares), incorporated by reference to Exhibit 16(b) to Post-Effective
Amendment No. 17 to Registration Statement on Form N-1A (File No. 2-
66407).

(c) Schedule of Calculation of Aggregate Total Return for Class A and
Class B shares, incorporated by reference to Exhibit 16(c) to Post-
Effective Amendment No. 20 to Registration Statement on Form N-1A
(File No. 2-66407).

Other Exhibits
Power of Attorney for:

Lawrence C. McQuade**
Delayne D. Gold**
Arthur Hauspurg**
Harry A. Jacobs, Jr.**
Thomas J. McCormack**

- ---------
*Filed herewith.
**Executed copies filed under Other Exhibits to Post-Effective Amendment No.
13 to the Registration Statement on Form N-1A
(File No. 2-66407).

C-2
<PAGE>

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

As of June 17, 1994 there were 935 and 32,507 record holders of Class A and
Class B shares of common stock, respectively, $.01 par value per share, of the
Registrant.

ITEM 27. INDEMNIFICATION.

As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940
(the 1940 Act) and pursuant to Article VI of the Fund's By-Laws (Exhibit 2 to
the Registration Statement), officers, directors, employees and agents of the
Registrant will not be liable to the Registrant, any stockholder, officer,
director, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
Section 2-418 of Maryland General Corporation Law permits indemnification of
directors who acted in good faith and reasonably believed that the conduct was
in the best interests of the Registrant. As permitted by Section 17(i) of the
1940 Act, pursuant to Section 10 of each Distribution Agreement (Exhibits 6(b)
and 6(c) to the Registration Statement), each Distributor of the Registrant
may be indemnified against liabilities which it may incur, except liabilities
arising from bad faith, gross negligence, willful misfeasance or reckless
disregard of duties.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (Securities Act) may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 1940 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in connection with the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such director, officer or controlling person in connection with
the shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1940 Act and will be governed
by the final adjudication of such issue.

The Registrant intends to purchase an insurance policy insuring its officers
and directors against liabilities, and certain costs of defending claims
against such officers and directors, to the extent such officers and directors
are not found to have committed conduct constituting willful misfeasance, bad
faith, gross negligence or reckless disregard in the performance of their
duties. The insurance policy also insures the Registrant against the cost of
indemnification payments to officers and directors under certain
circumstances.

Section 9 of the Management Agreement (Exhibit 5(a) to the Registration
Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b) to the
Registration Statement) limit the liability of Prudential Mutual Fund
Management, Inc. (PMF) and The Prudential Investment Corporation (PIC),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from
reckless disregard by them of their respective obligations and duties under
the agreements.

The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and each Distribution Agreement in a manner
consistent with Release No. 11330 of the Securities and Exchange Commission
under the 1940 Act so long as the interpretation of Sections 17(h) and 17(i)
of such Act remain in effect and are consistently applied.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

(a) Prudential Mutual Fund Management, Inc.

See "How the Fund is Managed-Manager" in the Prospectus constituting Part A
of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.

The business and other connections of the officers of PMF are listed in
Schedules A and D of Form ADV of PMF as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104, filed in October, 1993).

The business and other connections of PMF's directors and principal
executive officers are set forth below. Except as otherwise indicated, the
address of each person is One Seaport Plaza, New York, NY 10292.

C-3
<PAGE>

<TABLE>
<CAPTION>
NAME AND
ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
- -------- ----------------- ---------------------
<S> <C> <C>
Brendan D. Executive Vice Executive Vice President and Director of
Boyle President and Marketing, PMF
Director of
Marketing
John D. Director Senior Vice President, The Prudential Insurance
Brookmeyer, Company of America (Prudential); Senior Vice
Jr. President, PIC
Two Gateway
Center
Newark, NJ
07102
Susan C. Senior Vice Presi- Senior Vice President, PMF; Senior Vice
Cote dent President, Prudential Securities
Fred A. Executive Vice Executive Vice President, Chief Operating
Fiandaca President, Chief Officer and Director, PMF; Chairman, Chief
Raritan Operating Officer Operating Officer and Director, Prudential
Plaza One and Director Mutual Fund Services, Inc.; Senior Vice
Edison, NJ President, Prudential Securities
08847
Stephen P. Senior Vice Presi- Senior Vice President, PMF; Senior Vice
Fisher dent President, Prudential Securities
Frank W. Executive Vice Executive Vice President, General Counsel and
Giordano President, General Secretary, PMF;
Counsel and Secre- Senior Vice President, Prudential Securities
tary
Robert F. Executive Vice Executive Vice President, Chief Administrative
Gunia President, Chief Officer, Chief Financial Officer and Director,
Administrative Of- PMF; Senior Vice President, Prudential
ficer, Chief Fi- Securities
nancial Officer
and Director
Eugene B. Director Senior Vice President, Prudential; President,
Heimberg Director and Chief Investment Officer, PIC
Prudential
Plaza
Newark, NJ
07101
Lawrence C. Vice Chairman Vice Chairman, PMF
McQuade
Leland B. Director Executive Vice President, Director and Member of
Paton Operating Committee, Prudential Securities;
Director, Prudential Securities Group, Inc.
("PSG")
Richard A. President, Chief President, Chief Executive Officer and Director,
Redeker Executive Officer PMF; Executive Vice President, Director and
and Director Member of Operating Committee, Prudential
Securities; Director, PSG
S. Jane Senior Vice Senior Vice President, Senior Counsel and
Rose President, Senior Assistant Secretary, PMF; Senior Vice President
Counsel and and Senior Counsel, Prudential Securities
Assistant
Secretary
Donald G. Director Senior Vice President, Prudential; Director, PSG
Southwell
210 Wash-
ington
Street
Newark, NJ
07102
</TABLE>

(b) Prudential Investment Corporation (PIC)

See "How the Fund is Managed--Subadviser" in the Prospectus constituting Part
A of this Registration Statement and "Subadviser" in the Statement of
Additional Information constituting Part B of this Registration Statement.

C-4
<PAGE>

The business and other connections of PIC's directors and executive officers
are as set forth below. Except as otherwise indicated, the address of each
person is Prudential Plaza, Newark, NJ 07101.

<TABLE>
<CAPTION>
NAME AND
ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
- -------- ----------------- ---------------------
<S> <C> <C>
Martin A. Senior Vice President, Senior Vice President, Chief Financial and
Berkowitz Chief Financial and Compliance Officer, PIC; Vice President,
Compliance Officer Prudential

William M. Senior Vice President Senior Vice President, Prudential; Senior Vice
Bethke President, PIC
Two Gateway
Center
Newark, NJ
07102

John D. Senior Vice President Senior Vice President, Prudential; Senior Vice
Brookmeyer, President, PIC
Jr.
Two Gateway
Center
Newark, NJ
07102

Eugene B. President, Director and Senior Vice President, Prudential; President,
Heimberg Chief Investment Officer Director and Chief Investment Officer, PIC

Garnett L. President and Director Vice Chairman and Director, Prudential
Keith, Jr.

William P. Senior Vice President Executive Vice President, Prudential; Senior
Link Vice President, PIC
Four
Gateway
Center
Newark, NJ
07102

James W. Executive Vice President Executive Vice President, Prudential; Executive
Stevens Vice President, PIC; Director, PSG
Four
Gateway
Center
Newark, NJ
07102

Robert C. Director Chairman of the Board and Chief Executive
Winters Officer, Prudential; Director, PIC; Chairman of
the Board and Director, PSG

Claude J. Executive Vice President Vice President, Prudential; Executive Vice
Zinngrabe, President, PIC
Jr.
</TABLE>

ITEM 29. PRINCIPAL UNDERWRITERS

(a)(i) Prudential Securities Incorporated

Prudential Securities is distributor for Prudential Government Securities
Trust (Intermediate Term Series), The Target Portfolio Trust, for Class D
shares of Prudential Municipal Series Fund (Florida Series) and for Class B
shares of Prudential Adjustable Rate Securities Fund, Inc., Prudential
California Municipal Fund ( California Income Series and California Series),
Prudential Equity Fund, Inc., Prudential Equity Income Fund, Prudential
FlexiFund, Prudential Global Fund, Inc., Prudential-Bache Global Genesis Fund,
Inc. (d/b/a Prudential Global Genesis Fund), Prudential-Bache Global Natural
Resources Fund, Inc. (d/b/a Prudential Global Natural Resources Fund),
Prudential-Bache GNMA Fund, Inc. (d/b/a Prudential GNMA Fund), Prudential-
Bache Government Plus Fund, Inc. (d/b/a Prudential Government Plus Fund),
Prudential Growth Fund, Inc., Prudential-Bache Growth Opportunity Fund, Inc.
(d/b/a Prudential Growth Opportunity Fund), Prudential-Bache High Yield Fund,
Inc. (d/b/a Prudential High Yield Fund), Prudential IncomeVertible (R) Fund,
Prudential Intermediate Global Income Fund, Inc., Prudential Multi-Sector
Fund, Inc., Prudential Municipal Bond Fund, Prudential Municipal Series Fund
(except Connecticut Money Market Series, Massachusetts Money Market Series,
New York Money Market Series, New Jersey Money Market Series and Florida
Series), Prudential-Bache National Municipals Fund, Inc. (d/b/a Prudential
National Municipals Fund), Prudential Pacific Growth Fund, Inc., Prudential
Short-Term Global Income Fund, Inc., Prudential-Bache Structured Maturity Fund
(d/b/a Prudential Structured Maturity Fund), Prudential U.S. Government Fund,
Prudential-Bache Utility Fund, Inc. (d/b/a Prudential Utility Fund), Global
Utility Fund, Inc., The BlackRock Government Income Trust

C-5
<PAGE>

and Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund).
Prudential Securities is also a depositor for the following unit investment
trusts:

The Corporate Income Fund
Corporate Investment Trust Fund
Equity Income Fund
Government Securities Income Fund
International Bond Fund
Municipal Investment Trust
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust

(ii) Prudential Mutual Fund Distributors, Inc.

Prudential Mutual Fund Distributors, Incorporated is distributor for Command
Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
California Municipal Fund (California Money Market Series, Prudential
Government Securities Trust (Money Market Series and U.S. Treasury Money
Market Series), Prudential-Bache MoneyMart Assets (d/b/a Prudential MoneyMart
Assets), Prudential Municipal Series Fund (Connecticut Money Market Series,
Massachusetts Money Market Series, New York Money Market Series, New Jersey
Money Market Series and Florida Series), Prudential Institutional Liquidity
Portfolio, Inc., Prudential-Bache Special Money Market Fund, Inc. (d/b/a
Prudential Special Money Market Fund), Prudential-Bache Structured Maturity
Fund, Inc. (d/b/a Prudential Structured Maturity Fund), Prudential-Bache Tax-
Free Money Fund, Inc. (d/b/a Prudential Tax-Free Money Fund), and for Class A
shares of Prudential Adjustable Rate Securities Fund, Inc., Prudential
California Municipal Fund (California Income Series and California Series),
Prudential Equity Fund, Inc., Prudential Equity Income Fund, Prudential
FlexiFund, Prudential Global Fund, Inc., Prudential-Bache Global Genesis Fund,
Inc. (d/b/a Prudential Global Genesis Fund), Prudential-Bache Global Natural
Resources Fund, Inc. (d/b/a Prudential Global Natural Resources Fund),
Prudential-Bache GNMA Fund, Inc. (d/b/a Prudential GNMA Fund), Prudential-
Bache Government Plus Fund, Inc. (d/b/a Prudential Government Plus Fund),
Prudential Growth Fund, Inc., Prudential-Bache Growth Opportunity Fund, Inc.
(d/b/a Prudential Growth Opportunity Fund), Prudential-Bache High Yield Fund,
Inc. (d/b/a Prudential High Yield Fund), Prudential IncomeVertible(R) Fund,
Inc., Prudential Intermediate Global Income Fund, Inc., Prudential Multi-
Sector Fund, Inc., Prudential Municipal Bond Fund, Prudential Municipal Series
Fund (Arizona Series, Georgia Series, Maryland Series, Massachusetts Series,
Michigan Series, Minnesota Series, New Jersey Series, North Carolina Series,
Ohio Series and Pennsylvania Series), Prudential-Bache National Municipals
Fund, Inc. (d/b/a Prudential National Municipals Fund), Prudential Pacific
Growth Fund, Inc., Prudential Short-Term Global Income Fund, Inc., Prudential-
Bache Structured Maturity Fund (d/b/a Prudential Structured Maturity Fund),
Prudential U.S. Government Fund and Prudential-Bache Utility Fund, Inc. (d/b/a
Prudential Utility Fund), Global Utility Fund, Inc., and Nicholas-Applegate
Fund, Inc. (Nicholas-Applegate Growth Equity Fund), The BlackRock Government
Income Trust and the Target Portfolio Trust.

(b)(i) Information concerning the directors and officers of Prudential
Securities Incorporated is set forth below.

<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(/1/) UNDERWRITER REGISTRANT
- --------- ------------- -------------
<S> <C> <C>
Alan D. Hogan........... Executive Vice President, Chief Administrative None
Officer and Director
Howard A. Knight........ Executive Vice President, Director, Corporate None
Strategy and New Business Development
George A. Murray........ Executive Vice President and Director None
John P. Murray.......... Executive Vice President and Director of Risk None
Management
Leland B. Paton......... Executive Vice President and Director None
Richard A. Redeker...... Director Director
Hardwick Simmons........ Chief Executive Officer, President and Director None
Lee Spencer............. General Counsel, Executive Vice President and Director None
</TABLE>

C-6
<PAGE>

(ii) Information concerning the directors and officers of Prudential Mutual
Fund Distributors, Inc. is set forth below.

<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(/1/) UNDERWRITER REGISTRANT
- --------- ------------- -------------
<S> <C> <C>
Joanne Accurso-Soto..... Vice President None
Dennis Annarumma........ Vice President, Assistant Treasurer and Assistant None
Comptroller
Phyllis J. Berman....... Vice President None
Fred A. Fiandaca........ President, Chief Executive Officer and Director None
Raritan Plaza One
Edison, NJ 08847
Stephen P. Fisher....... Vice President None
Frank W. Giordano....... Executive Vice President, General Counsel, None
Secretary and Director
Robert F. Gunia......... Executive Vice President, Treasurer, Comptroller Vice President
and Director
Andrew J. Varley........ Vice President None
Anita L. Whelan......... Vice President and Assistant Secretary None
</TABLE>
- ---------
(/1/)The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules thereunder are maintained at the offices
of State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, The Prudential Investment Corporation, Prudential Plaza,
745 Broad Street, Newark, New Jersey, the Registrant, One Seaport Plaza, New
York, New York, and Prudential Mutual Fund Services, Inc., Raritan Plaza One,
Edison, New Jersey. Documents required by Rules 31a-1 (b) (5), (6), (7), (9),
(10) and (11) and 31a-1 (f) will be kept at Three Gateway Center, documents
required by Rules 31a-1 (b) (4) and (11) and 31a-1 (d) at One Seaport Plaza
and the remaining accounts, books and other documents required by such other
pertinent provisions of Section 31(a) and the Rules promulgated thereunder
will be kept by State Street Bank and Trust Company and Prudential Mutual Fund
Services. Inc.

ITEM 31. MANAGEMENT SERVICES

Other than as set forth under the captions "How the Fund is Managed--
Manager" and "How the Fund is Managed--Distributor" in the Prospectus and the
captions "Manager" and "Distributor" in the Statement of Additional
Information, constituting Parts A and B, respectively, of this Registration
Statement, Registrant is not a party to any management-related service
contract.

ITEM 32. UNDERTAKINGS

The Registrant hereby undertakes to furnish each person to whom a Prospectus
is delivered with a copy of Registrant's latest annual report to shareholders
upon request and without charge.

C-7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State of
New York, on the 28th day of June, 1994.

PRUDENTIAL-BACHE NATIONAL MUNICIPALS FUND, INC.
(doing business as Prudential National Municipals
Fund)

/s/ Lawrence C. McQuade
---------------------------------
(LAWRENCE C. MCQUADE, PRESIDENT)

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ Lawrence C. McQuade President and Director June 28, 1994
-------------------------------------------
LAWRENCE C. MCQUADE
/s/ Delayne D. Gold Director June 28, 1994
-------------------------------------------
DELAYNE D. GOLD
/s/ Arthur Hauspurg Director June 28, 1994
-------------------------------------------
ARTHUR HAUSPURG
/s/ Harry A. Jacobs, Jr. Director June 28, 1994
-------------------------------------------
HARRY A. JACOBS, JR.
/s/ Thomas J. McCormack Director June 28, 1994
-------------------------------------------
THOMAS J. MCCORMACK
/s/ Stephen P. Munn Director June 28, 1994
-------------------------------------------
STEPHEN P. MUNN
/s/ Louis A. Weil, III Director June 28, 1994
-------------------------------------------
LOUIS A. WEIL, III
/s/ Susan C. Cote Treasurer and Principal June 28, 1994
------------------------------------------- Financial and
Accounting Officer
SUSAN C. COTE
</TABLE>

C-8
<PAGE>

EXHIBIT INDEX

1.Form of Amended and Restated Articles of Incorporation. Incorporated
by reference to Exhibit (1) to Post-Effective Amendment No. 21 to
Registration Statement filed on Form N-1A via EDGAR on May 6, 1994
(File No. 2-66407).

4.Instruments defining rights of holders of the securities being
offered. Incorporated by reference to Exhibits Nos. 1 and 2 above.

6.(a) Selected Dealer Agreement, incorporated by reference to Exhibit
6(b) to Pre-Effective Amendment No. 1 to Registration Statement on
Form N-1 (File No. 2-66407).

10.(a) Opinion of Sullivan & Cromwell. Incorporated by reference to
Exhibit 10 to Registration Statement on Form N-1 (File No. 2-66407).

11.Consent of Independent Accountants.*

13.Letter of Bache Halsey Stuart Shields Incorporated. Incorporated by
reference to Exhibit 13 to Pre-Effective Amendment No. 1 to
Registration Statement on Form N-1 (File No. 2-66407).
<PAGE>

Other Exhibits
Power of Attorney for:

Lawrence C. McQuade**
Delayne D. Gold**
Arthur Hauspurg**
Harry A. Jacobs, Jr.**
Thomas J. McCormack**

- ---------
*Filed herewith.
**Executed copies filed under Other Exhibits to Post-Effective Amendment No.
13 to the Registration Statement on Form N-1A
(File No. 2-66407).

<PAGE>

EXHIBIT 99.11

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information and
the incorporation by reference in the Prospectus in Post-Effective Amendment
No. 21 to the registration statement on Form N-1A ("Post-Effective Amendment
No. 21"), which are incorporated by reference in this Post-Effective Amendment
No. 22 to the registration statement on Form N-1A (the "Registration
Statement"), of our report dated February 17, 1994, relating to the financial
statements and financial highlights (hereafter referred to as "financial
statements") of Prudential National Municipals Fund (the "Fund"), which
appears in such Fund's Statement of Additional Information in Post-Effective
Amendment No. 21. We also consent to the incorporation by reference in the
Registration Statement of the reference to us under the heading "Custodian and
Transfer and Dividend Disbursing Agent and Independent Accountants" in the
Statement of Additional Information and to the reference to us under the
heading "Financial Highlights" in the Prospectus in Post-Effective Amendment
No. 21.

PRICE WATERHOUSE

1177 Avenue of the Americas

New York, New York 10036

June 28, 1994