As filed with the Securities and Exchange Commission
on June 30, 1994
Registration No. 2-72097
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 20 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 21 [X]
(Check appropriate box or boxes)
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PRUDENTIAL-BACHE UTILITY FUND, INC.
(Exact name of registrant as specified in charter)
(Doing business as Prudential Utility 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)
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)
[ ] on (date) pursuant to paragraph (b)
[X] 60 days after filing pursuant to paragraph (a)
[ ] 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 its
Common Stock, par value $.01 per share. The Registrant filed a notice
under such Rule for its fiscal year ended December 31, 1993 on or before
February 28, 1994.
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<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 495)
<TABLE>
<CAPTION>
N-1A Item No. Location
------------- --------
Part A
<S> <C> <C>
Item 1. Cover Page ................................................. Cover Page
Item 2. Synopsis ................................................... Fund Expenses; Fund Highlights
Item 3. Condensed Financial Information ............................ Fund Expenses; Selected Per Share
Data and Ratios; 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 ..................................... Selected Per Share Data and Ratios;
How the Fund is Managed
Item 6. Capital Stock and Other Securities ......................... Taxes, Dividends and
Distributions;
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 .................................. How the Fund is Managed
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
Item 21. Underwriters ............................................... Distributor
Item 22. Calculation of Performance Data ............................ Performance Information
Item 23. Financial Statements ....................................... Financial Statements
Part C
</TABLE>
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.
<PAGE>
The Prospectus is incorporated herein by reference in its entirety
from Post-Effective Amendment No.19 to Registrant's Registration Statement
(File No. 2-72097) filed on May 12, 1994. The Statement of Additional
Information is incorporated herein by reference in its entirety from Post-
Effective Amendment No. 19 to Registrant's Registration Statement (File
No. 2-72097) filed on May 12, 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.
(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, 1993 and 1992.
Notes to Financial Statements.
Financial Highlights for the Five Years Ended December 31, 1993.
Report of Independent Accountants.
(b) Exhibits:
1. (a) Articles of Incorporation of the Registrant, as amended,
incorporated by reference to Exhibit 1 to the Registration
Statement on Form N-1A filed on May 1, 1981 (File No.
2-72097).
(b) Amendment to Articles of Incorporation, incorporated by
reference to Exhibit 1(b) to Post-Effective Amendment No. 12
to the Registration Statement on Form N-1A filed on November
3, 1989 (File No. 2-72097).
(c) Form of Amended and Restated Articles of Incorporation,
incorporated by reference to Exhibit No. 1(c) to
Post-Effective Amendment No. 19 to the Registration Statement
on Form N-1A filed via EDGAR on May 12, 1994 (File No.
2-72097).
2. (a) By-Laws of the Registrant, as amended, incorporated by
reference to Exhibit 2 to Post-Effective Amendment No. 10 to
the Registration Statement on Form N-1A filed on March 1, 1988
(File No. 2-72097).
(b) Amendment to By-Laws, incorporated by reference to Exhibit
2(b) to Post-Effective Amendment No. 13 to the Registration
Statement on Form N-1A filed on December 28, 1989 (File No.
2-72097).
(c) Form of Amended and Restated By-Laws, incorporated by
reference to Exhibit No. 2(c) to Post-Effective Amendment No.
19 to the Registration Statement on Form N-1A filed via EDGAR
on May 12, 1994 (File No.2-72097).
4. (a) Specimen Stock Certificate issued by the Registrant,
incorporated by reference to Exhibit 4 to Post-Effective
Amendment No. 10 to the Registration Statement on Form N-1A
filed on March 1, 1988 (File No. 2-72097).
(b) Specimen Stock Certificate for Class A shares,
incorporated by reference to Exhibit 4(b) to Post-Effective
Amendment No. 14 to the Registration Statement on Form N-1A
filed on April 30, 1990 (File No. 2-72097).
(c) Instruments defining rights of shareholders, incorporated
by reference to Exhibit No. 4(c) to Post-Effective Amendment
No. 18 to the Registration Statement on Form N-1A filed
via EDGAR on March 2, 1994 (File No.2- 72097).
5. (a) Amended and Restated Management Agreement between the
Registrant and Prudential Mutual Fund Management, Inc.,
incorporated by reference to Exhibit 5(a) to Post-Effective
Amendment No. 14 to the Registration Statement on Form N-1A
filed on April 30, 1990 (File No. 2-72097).
(b) 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. 10 to the Registration Statement on Form N-1A
filed on March 1, 1988 (File No. 2-72097).
(c) Amendment to Management Agreement between the Registrant
and Prudential Mutual Fund Management, Inc., incorporated by
reference to Exhibit 5(c) to Post-Effective Amendment No. 12
to the Registration Statement on Form N-1A filed on November
3, 1989 (File No. 2-72097).
C-1
<PAGE>
(d) Form of Amended Management Agreement, incorporated by
reference to Exhibit No. 5(d) to Post-Effective Amendment No.
19 to the Registration Statement on Form N-1A filed via EDGAR
on May 12, 1994 (File No. 2- 72097).
6. (a)(i) Underwriting Agreement, incorporated by reference to
Exhibit 6(a)(i) to the Registration Statement on Form N-1A
filed on May 1, 1981 (File No. 2-72097).
(ii) Selected Dealers Agreement (Initial Offering),
incorporated by reference to Exhibit 6(a)(ii) to the
Registration Statement on Form N-1A filed on May 1, 1981
(File No. 2-72097).
(b)(i) Distribution Agreement, as amended, between the
Registrant and Prudential-Bache Securities Inc, incorporated
by reference to Exhibit 6(b)(i) to the Registration Statement
on Form N-1A filed on May 1, 1981 (File No. 2-72097).
(ii) Selected Dealers Agreement (Continuous Offering),
incorporated by reference to Exhibit 6(b)(ii) to the
Registration Statement on Form N-1A filed on May 1, 1981
(File No. 2-72097).
(c) Amended and restated Distribution Agreement between the
Registrant and Prudential Mutual Fund Distributors, Inc. for
Class A shares, incorporated by reference to Exhibit 6(c) to
Post-Effective Amendment No. 19 to the Registration Statement
on Form N-1A filed via EDGAR on May 12, 1994 (File No. 2-72097).
(d) Amended and restated Distribution Agreement between the
Registrant and Prudential Securities Inc. for Class B shares,
incorporated by reference to Exhibit 6(d) to Post-Effective
Amendment No. 19 to the Registration Statement on Form N-1A
filed via EDGAR on May 12, 1994 (File No. 2-72097).
(e) Form of Distribution Agreement for Class A shares,
incorporated by reference to Exhibit No. 6(e) to
Post-Effective Amendment No. 19 to the Registration Statement
on Form N-1A filed via EDGAR on May 12, 1994 (File No.
2-72097).
(f) Form of Distribution Agreement for Class B shares,
incorporated by reference to Exhibit No. 6(f) to
Post-Effective Amendment No. 19 to the Registration Statement
on Form N-1A filed via EDGAR on May 12, 1994 (File No.
2-72097).
(g) Form of Distribution Agreement for Class C shares,
incorporated by reference to Exhibit No. 6(g) to
Post-Effective Amendment No. 19 to the Registration Statement
on Form N-1A filed via EDGAR on May 12, 1994 (File No.
2-72097).
8. (a) Custodian Agreement between the Registrant and State
Street Bank and Trust Company, incorporated by reference to
Exhibit 8 to the Registration Statement on Form N-1A
filed on May 1, 1981 (File No. 2-72097).
(b) Joint Custody Agreement between the Registrant and State
Street Bank & Trust, incorporated by reference to Exhibit 8(b)
to Post-Effective Amendment No. 15 to the Registration
Statement on Form N-1A filed on April 30, 1991 (File No.
2-72097).
9. Transfer Agency and Service Agreement between the Registrant
and Prudential Mutual Fund Services, Inc., incorporated by
reference to Exhibit 9 to Post-Effective Amendment No. 10 to
the Registration Statement on Form N-1A filed on March 1, 1988
(File No. 2-72097).
10. Opinion of Sullivan & Cromwell, incorporated by reference to
Exhibit 10 to the Registration Statement on Form N-1A filed
on May 1, 1981 (File No. 2-72097).
11. Consent of Independent Accountants.*
13. Purchase Agreement, incorporated by reference to Exhibit 13
to the Registration Statement on Form N-1A filed on May 1,
1981 (File No. 2-72097).
15. (a) Amended and restated Distribution and Service Plan for
Class A shares, incorporated by reference to Exhibit 15(a) to
Post-Effective Amendment No. 19 to the Registration Statement
on Form N-1A filed via EDGAR on May 12, 1994 (File No. 2-72097).
(b) Amended and restated Distribution and Service Plan for
Class B shares, incorporated by reference to Exhibit 15(b) to
Post-Effective Amendment No. 19 to the Registration Statement
on Form N-1A filed via EDGAR on May 12, 1994 (File No. 2-72097).
(c) Form of Distribution and Service Plan for Class A shares,
incorporated by reference to Exhibit No. 15(c) to
Post-Effective Amendment No. 19 to the Registration Statement
on Form N-1A filed via EDGAR on May 12, 1994 (File No.
2-72097).
(d) Form of Distribution and Service Plan for Class B shares,
incorporated by reference to Exhibit No. 15(d) to
Post-Effective Amendment No. 19 to the Registration Statement
on Form N-1A filed via EDGAR on May 12, 1994 (File No.
2-72097).
C-2
<PAGE>
(e) Form of Distribution and Service Plan for Class C shares,
incorporated by reference to Exhibit No. 15(e) to
Post-Effective Amendment No. 19 to the Registration Statement
on Form N-1A filed via EDGAR on May 12, 1994 (File No.
2-72097).
16. (a) Calculation of Performance Information for Class B
shares, incorporated by reference to Exhibit 16 to
Post-Effective Amendment No. 10 to the Registration Statement
on Form N-1A filed on March 1, 1988 (File No. 2-72097).
(b) Schedule of Computation of Performance Quotations relating
to Average Annual Total Return for Class A shares,
incorporated by reference to Exhibit 16(b) to Post-Effective
Amendment No. 15 to the Registration Statement on Form N-1A
filed on April 30, 1991 (File No. 2-72097).
(c) Schedule of Computation of Performance Quotations relating
to Aggregate Total Return for Class A and Class B shares,
incorporated by reference to Exhibit 16(c) to Post-Effective
Amendment No. 17 to the Registration Statement on Form N-1A
filed on February 25, 1993 (File No. 2-72097).
Other Exhibits
Power of Attorney for:
Lawrence C. McQuade**
Robert R. Fortune**
Delayne D. Gold**
Harry A. Jacobs, Jr.**
Thomas A. Owens, Jr.**
Merle T. Welshans**
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*Filed herewith.
**Incorporated by reference to Post-Effective Amendment No. 12 to
Registration Statement on Form N-1A (File No. 2-72097) filed on November 3,
1989.
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 52,438 and 443,353 record holders of
Class A and Class B common stock, $.01 par value per share, of the
Registrant, respectively.
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 (Exhibit 6 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.
C-3
<PAGE>
The Registrant has purchased 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
(i) Prudential Mutual Fund Management, Inc. (PMF)
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 on March 30, 1994).
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.
<TABLE>
<CAPTION>
Name and Address Position with PMF Principal Occupations
---------------- ----------------- ---------------------
<S> <C> <C>
Brendan D. Boyle Executive Vice Executive Vice President, PMF; Senior Vice President, Prudential
President and Securities Incorporated (Prudential Securities).
Director of
Marketing
John D. Brookmeyer, Jr. Director Senior Vice President, The Prudential Insurance Company of
Two Gateway Center America (Prudential)
Newark, NJ 07102
Susan C. Cote Senior Vice Senior Vice President, PMF; Senior Vice President, Prudential
President Securities
Fred A. Fiandaca Executive Vice Executive Vice President, Chief Operating Officer and Director, PMF;
Raritan Plaza One President, Chairman, Chief Operating Officer and Director, Prudential
Edison, NJ 08847 Chief Operating Mutual Fund Services, Inc.
Officer and
Director
Stephen P. Fisher Senior Vice Senior Vice President, PMF; Senior Vice President, Prudential
President Securities
Frank W. Giordano Executive Vice Executive Vice President, General Counsel and Secretary, PMF;
President, Senior Vice President, Prudential Securities
General
Counsel and
Secretary
C-4
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Name and Address Position with PMF Principal Occupations
---------------- ----------------- ---------------------
<S> <C> <C>
Robert F. Gunia Executive Vice Executive Vice President, Chief Financial and Administrative Officer,
President, Chief Treasurer and Director, PMF; Senior Vice President,
Financial and Prudential Securities
Administrative
Officer,
Treasurer and
Director
Eugene B. Heimberg Director Senior Vice President, Prudential; President, Director and
Prudential Plaza Chief Investment Officer, PIC
Newark, NJ 07102
Lawrence C. McQuade Vice Chairman Vice Chairman, PMF
Leland B. Paton Director Executive Vice President, Director and Member of Operating Committee,
Prudential Securities; Director, Prudential Securities Group, Inc.
("PSG")
Richard A. Redeker President, President, Chief Executive Officer and Director, PMF; Executive Vice
Chief President, Director and Member of Operating Committee,
Executive Prudential Securities; Director, PSG
Officer
and Director
S. Jane Rose Senior Vice Senior Vice President, Senior Counsel and Assistant Secretary, PMF;
President, Senior Vice President and Senior Counsel, Prudential Securities
Senior
Counsel and
Assistant
Secretary
Donald G. Southwell Director Senior Vice President, Prudential; Director, PSG
213 Washington Street
Newark, NJ 07102
</TABLE>
(ii) Prudential Investment Corporation (PIC)
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 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 07102.
<TABLE>
<CAPTION>
Name and Address Position with PIC Principal Occupations
---------------- ----------------- ---------------------
<S> <C> <C>
Martin A. Berkowitz Senior Vice President Senior Vice President, Chief Financial and Chief Compliance
and Chief Financial Officer, PIC; Vice President, Prudential
and Chief
Compliance Officer
William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice President, PIC
Two Gateway Center
Newark, NJ 07102
John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior Vice President, PIC
Two Gateway Center
Newark, NJ 07102
Eugene B. Heimberg President, Director President, Director and Chief Investment Officer, PIC;
and Chief Investment Senior Vice President, Prudential
Officer
Garnett L. Keith, Jr. Director Vice Chairman and Director, Prudential; Director, PIC
William P. Link Senior Vice President Executive Vice President, Prudential; Senior Vice President, PIC
Four Gateway Center
Newark, NJ 07102
James W. Stevens Executive Vice Executive Vice President, Prudential; Executive Vice President, PIC;
Four Gateway Center President Director, PSG
Newark, NJ 07102
Robert C. Winters Director Chairman of the Board and Chief Executive Officer, Prudential;
Director, PIC; Chairman of the Board and Director, PSG
Claude J. Zinngrabe, Jr. Executive Vice President Vice President, Prudential; Executive Vice President, PIC
</TABLE>
C-5
<PAGE>
Item 29. Principal Underwriters
(a)(i) Prudential Securities
Prudential Securities is distributor for Prudential Government
Securities Trust (Intermediate Term Series), The Target Portfolio Trust,
for Class A shares of the Florida Series of Prudential Municipal Series
Fund and for Class B shares of The BlackRock Government Income Trust,
Global Utility Fund, Inc., Nicholas Applegate Fund, Inc.
(Nicholas-Applegate Growth Equity Fund), 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 National Municipals Fund, Inc. (d/b/a Prudential
National Municipals Fund), Prudential-Bache Growth Opportunity Fund, Inc.
(d/b/a Prudential Growth Opportunity Fund), Prudential IncomeVertible\'AE
Fund, Inc., 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 High Yield Fund,
Inc. (d/b/a Prudential High Yield 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). 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 Trust
Government Securities Equity Trust
National Municipal Trust
(ii) Prudential Mutual Fund Distributors, Inc.
Prudential Mutual Fund Distributors, Inc. 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 and New Jersey Money Market 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 The BlackRock Government Income Trust,
Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc.
(Nicholas-Applegate Growth Equity Fund), 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\'AE Fund, Inc.,
Prudential Intermediate Global Income Fund, Inc., Prudential Multi-Sector
Fund, Inc., Prudential Municipal Bond Fund, Prudential Municipal Series
Fund (Class A shares of all other series not mentioned above),
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).
(b)(i) Information concerning the directors and officers of Prudential
Securities Incorporated is set forth below.
C-6
<PAGE>
<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 None
Director
</TABLE>
(ii) Prudential Mutual Fund Distributors, Inc.
<TABLE>
<S> <C> <C>
Joanne Accurso-Soto ........ Vice President None
Dennis Annarumma ........... Vice President, Assistant Treasurer and None
Assistant 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 Whelan ............... Vice President and Assistant Secretary None
-----------------
(1) The address of each person named is One Seaport Plaza, New York, NY
10292 unless otherwise indicated.
(c) Registrant has no principal underwriter who is not an affiliated
person of the Registrant.
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, 751 Broad Street, Newark, New Jersey and Two Gateway
Center, 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 751 Broad Street, 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 the Registrant's latest annual
report to shareholders, upon request and without charge.
C-6
<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 29th day of June, 1994.
PRUDENTIAL-BACHE UTILITY FUND, INC.
/s/ Lawrence C. McQuade
By:________________________________
(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.
Signature Title Date
--------- ----- ----
/s/ Susan C. Cote
--------------------------------
Susan C. Cote Treasurer June 29, 1994
/s/ Richard A. Redeker
--------------------------------
Richard A. Redeker Director June 29, 1994
/s/ Robert R. Fortune
--------------------------------
Robert R. Fortune Director June 29, 1994
/s/ Delayne D. Gold
--------------------------------
Delayne D. Gold Director June 29, 1994
/s/ Harry A. Jacobs, Jr.
--------------------------------
Harry A. Jacobs, Jr. Director June 29, 1994
/s/ Lawrence C. McQuade
--------------------------------
Lawrence C. McQuade President and Director June 29, 1994
/s/ Thomas A. Owens, Jr.
--------------------------------
Thomas A. Owens, Jr. Director June 29, 1994
/s/ Merle T. Welshans
--------------------------------
Merle T. Welshans Director June 29, 1994
<PAGE>
EXHIBIT INDEX
1. (a) Articles of Incorporation of the Registrant, as amended,
incorporated by reference to Exhibit 1 to the Registration Statement on
Form N-1A filed on May 1, 1981 (File No. 2-72097).
(b) Amendment to Articles of Incorporation, incorporated by reference
to Exhibit 1(b) to Post-Effective Amendment No. 12 to the Registration
Statement on Form N-1A filed on November 3, 1989 (File No. 2-72097).
(c) Form of Amended and Restated Articles of Incorporation,
incorporated by reference to Exhibit No. 1(c) to Post-Effective
Amendment No. 19 to the Registration Statement on Form N-1A filed via
EDGAR on May 12, 1994 (File No. 2-72097).
2. (a) By-Laws of the Registrant, as amended, incorporated by reference
to Exhibit 2 to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A filed on March 1, 1988 (File No. 2-72097).
(b) Amendment to By-Laws, incorporated by reference to Exhibit 2(b) to
Post-Effective Amendment No. 13 to the Registration Statement on Form
N-1A filed on December 28, 1989 (File No. 2-72097).
(c) Form of Amended and Restated By-Laws, incorporated by reference to
Exhibit No. 2(c) to Post-Effective Amendment No. 19 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994 (File No. 2-
72097).
4. (a) Specimen Stock Certificate issued by the Registrant, incorporated
by reference to Exhibit 4 to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A filed on March 1, 1988
(File No. 2-72097).
(b) Specimen Stock Certificate for Class A shares, incorporated by
reference to Exhibit 4(b) to Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A filed on April 30, 1990
(File No. 2-72097).
(c) Instruments defining rights of shareholders, incorporated by
reference to Exhibit No. 4(c) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A filed via EDGAR on March 2, 1994
(File No. 2- 72097).
5. (a) Amended and Restated Management Agreement between the Registrant
and Prudential Mutual Fund Management, Inc., incorporated by reference to
Exhibit 5(a) to Post-Effective Amendment No. 14 to the Registration
Statement on Form N-1A filed on April 30, 1990 (File No. 2-72097).
(b) 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. 10 to the
Registration Statement on Form N-1A filed on March 1, 1988
(File No. 2-72097).
(c) Amendment to Management Agreement between the Registrant and
Prudential Mutual Fund Management, Inc., incorporated by reference to
Exhibit 5(c) to Post-Effective Amendment No. 12 to the Registration
Statement on Form N-1A filed on November 3, 1989 (File No. 2-72097).
(d) Form of Amended Management Agreement, incorporated by reference to
Exhibit No. 5(d) to Post-Effective Amendment No. 19 to the Registration
Statement on Form N-1A filed via EDGAR on May 12, 1994 (File No.
2-72097).
6. (a)(i) Underwriting Agreement, incorporated by reference to Exhibit
6(a)(i) to the Registration Statement on Form N-1A filed on May 1,
1981 (File No. 2-72097).
(ii) Selected Dealers Agreement (Initial Offering), incorporated by
reference to Exhibit 6(a)(ii) to the Registration Statement on Form
N-1A filed on May 1, 1981 (File No. 2-72097).
(b)(i) Distribution Agreement, as amended, between the Registrant and
Prudential-Bache Securities Inc, incorporated by reference to Exhibit
6(b)(i) to the Registration Statement on Form N-1A filed on May 1,
1981 (File No. 2-72097).
(ii) Selected Dealers Agreement (Continuous Offering), incorporated by
reference to Exhibit 6(b)(ii) to the Registration Statement on Form
N-1A filed on May 1, 1981 (File No. 2-72097).
(c) Amended and restated Distribution Agreement between the Registrant
and Prudential Mutual Fund Distributors, Inc. for Class A shares,
incorporated by reference to Exhibit 6(c) to Post-Effective Amendment
No. 19 to the Registration Statement filed on Form N-1A filed via EDGAR
on May 12, 1994 (File No. 2-72097).
(d) Amended and restated Distribution Agreement between the Registrant
and Prudential Securities Inc. for Class B shares, incorporated by
reference to Exhibit No. 6(d) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed via EDGAR on May 12, 1994
(File No. 2-72097).
(e) Form of Distribution Agreement for Class A shares, incorporated by
reference to Exhibit No. 6(e) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed via EDGAR on May 12, 1994
(File No. 2-72097).
<PAGE>
(f) Form of Distribution Agreement for Class B shares, incorporated by
reference to Exhibit No. 6(f) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed via EDGAR on May 12, 1994
(File No. 2-72097).
(g) Form of Distribution Agreement for Class C shares, incorporated by
reference to Exhibit No. 6(g) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed via EDGAR on May 12, 1994
(File No. 2-72097).
8. (a) Custodian Agreement between the Registrant and State Street Bank
and Trust Company, incorporated by reference to Exhibit 8 to the
Registration Statement on Form N-1A filed on May 1, 1981
(File No. 2-72097).
(b) Joint Custody Agreement between the Registrant and State Street
Bank & Trust, incorporated by reference to Exhibit 8(b) to
Post-Effective Amendment No. 15 to the Registration Statement on Form
N-1A filed on April 30, 1991 (File No. 2- 72097).
9. Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc., incorporated by reference to
Exhibit 9 to Post-Effective Amendment No. 10 to the Registration Statement
on Form N-1A filed on March 1, 1988 (File No. 2-72097).
10. Opinion of Sullivan & Cromwell, incorporated by reference to Exhibit
10 to the Registration Statement on Form N-1A filed on May 1, 1981
(File No. 2-72097).
11. Consent of Independent Accountants.*
13. Purchase Agreement, incorporated by reference to Exhibit 13 to the
Registration Statement on Form N-1A filed on May 1, 1981
(File No. 2-72097).
15. (a) Amended and restated Distribution and Service Plan for Class A
shares, incorporated by reference to Exhibit 15(a) to Post-Effective
Amendment No. 19 to the Registration Statement on Form N-1A filed via
EDGAR on May 12, 1994 (File No. 2-72097).
(b) Amended and restated Distribution and Service Plan for Class B
shares, incorporated by reference to Exhibit 15(b) to Post-Effective
Amendment No. 19 to the Registration Statement on Form N-1A filed via
EDGAR on May 12, 1994 (File No. 2-72097).
(c) Form of Distribution and Service Plan for Class A shares,
incorporated by reference to Exhibit No. 15(c) to Post-Effective
Amendment No. 19 to the Registration Statement on Form N-1A filed via
EDGAR on May 12, 1994 (File No. 2-72097).
(d) Form of Distribution and Service Plan for Class B shares,
incorporated by reference to Exhibit No. 15(d) to Post-Effective
Amendment No. 19 to the Registration Statement on Form N-1A filed via
EDGAR on May 12, 1994 (File No. 2-72097).
(e) Form of Distribution and Service Plan for Class C shares,
incorporated by reference to Exhibit No. 15(e) to Post-Effective
Amendment No. 19 to the Registration Statement on Form N-1A filed via
EDGAR on May 12, 1994 (File No. 2-72097).
16. (a) Calculation of Performance Information for Class B shares,
incorporated by reference to Exhibit 16 to Post-Effective Amendment No. 10
to the Registration Statement on Form N-1A filed on March 1, 1988
(File No. 2-72097).
(b) Schedule of Computation of Performance Quotations relating to
Average Annual Total Return for Class A shares, incorporated by
reference to Exhibit 16(b) to Post-Effective Amendment No. 15 to the
Registration Statement on Form N-1A filed on April 30, 1991
(File No. 2-72097).
(c) Schedule of Computation of Performance Quotations relating to
Aggregate Total Return for Class A and Class B shares, incorporated by
reference to Exhibit 16(c) to the Post-Effective Amendment No. 17 to
the Registration Statement on Form N-1A on February 25, 1993
(File No. 2-72097).
Other Exhibits
Power of Attorney for:
Lawrence C. McQuade**
Robert R. Fortune**
Delayne D. Gold**
Harry A. Jacobs, Jr.**
Thomas A. Owens, Jr.**
Merle T. Welshans**
*Filed herewith.
**Incorporated by reference to Post-Effective Amendment No. 12 to
Registration Statement on Form N-1A (File No. 2-72097) filed on November
3, 1989.
</TABLE>
EXHIBIT 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. 19 to the registration statement on Form N-1A
("Post-Effective Amendment No. 19"), which are incorporated by reference in
this Post-Effective Amendment No. 20 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 Utility Fund (the
"Fund"), which appears in such Fund's Statement of Additional Information
in Post-Effective Amendment No. 19. 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. 19.
PRICE WATERHOUSE
1177 Avenue of the Americas
New York, New York 10036
June 29, 1994
