As filed with the Securities and Exchange Commission
on December 15, 1995
Securities Act Registration No. 2-72097
Investment Company Act Registration No. 811-3175
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 22 [X]
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 23 [X]
(Check appropriate box or boxes)
__________________
PRUDENTIAL UTILITY FUND, INC.
(Exact name of registrant as specified in charter)
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)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] on March 4, 1996 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment
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 will file a notice under such Rule for its
fiscal year ending December 31, 1995 on or before February 29, 1996.
================================================================================
<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 495)
N-1A Item No. Location
_____________ _________
Part A
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 and
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
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 Prospectuses, as supplemented, are incorporated herein by reference in
their entirety from Post-Effective Amendment No. 21 to Registrant's Registration
Statement (File No. 2-72097) filed on October 27, 1995.
The Statement of Additional information, as supplemented, is incorporated
herein by reference in its entirety from Post-Effective Amendment No. 21 to
Registrant's Registration Statement (File No. 2-72097) filed on October 27,
1995.
<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, 1994 and June 30, 1995
(unaudited).
Statement of Assets and Liabilities at December 31, 1994 and June
30, 1995 (unaudited).
Statement of Operations for the Year Ended December 31, 1994 and
six months ended June 30, 1995 (unaudited).
Statement of Changes in Net Assets for the Year Ended December 31,
1994 and six months ended June 30, 1995 (unaudited).
Notes to Financial Statements.
Financial Highlights for the Five Years Ended December 31, 1994 and
six months ended June 30, 1995 (unaudited).
Report of Independent Accountants.
(b) Exhibits:
1. (a) Articles of Amendment to Articles of Incorporation, incorporated
by reference to Exhibit 1(a) to Post-Effective Amendment No. 20 to
the Registration Statement on Form N-1A (File No. 2-72097) filed via
EDGAR on March 1, 1995.
(b) Articles of Restatement, incorporated by reference to Exhibit
1(b) to Post-Effective Amendment No. 20 to the Registration Statement
on Form N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.
2. (a) By-Laws, incorporated by reference to Exhibit 2 to Post-Effective
Amendment No. 20 to the Registration Statement on Form N-1A (File No.
2-72097) filed via EDGAR on March 1, 1995.
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 (File No. 2-72097) filed on March
1, 1988.
(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 (File No. 2-72097) filed on April
30, 1990.
5. (a) 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 (File No. 2-72097) filed on March
1, 1988.
(b) Amended Management Agreement, incorporated by reference to
Exhibit 5(b) to Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A (File No. 2-72097) filed via EDGAR on March 1,
1995.
6. (a)(i) Underwriting Agreement, incorporated by reference to Exhibit
6(a)(i) to the Registration Statement on Form N-1A (File No. 2-72097)
filed on May 1, 1981.
(ii) Selected Dealers Agreement (Initial Offering), incorporated by
reference to Exhibit 6(a)(ii) to the Registration Statement on Form
N-1A (File No. 2-72097) filed on May 1, 1981.
(iii) Selected Dealers Agreement (Continuous Offering), incorporated
by reference to Exhibit 6(b)(ii) to the Registration Statement on
Form N-1A (File No. 2-72097) filed on May 1, 1981.
(b) Distribution Agreement for Class A shares, incorporated by
reference to Exhibit 6(b) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via
EDGAR on March 1, 1995.
(c) Distribution Agreement for Class B shares, incorporated by
reference to Exhibit 6(c) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via
EDGAR on March 1, 1995.
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<PAGE>
(d) Distribution Agreement for Class C shares, incorporated by
reference to Exhibit 6(d) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via
EDGAR on March 1, 1995.
(e) Form of Distribution Agreement for Class Z shares, incorporated
by reference to Exhibit 6(e) to Post-Effective Amendment No. 21 to
the Registration Statement on Form N-1A (File No. 2-72097) filed via
EDGAR on October 27, 1995.
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 (File No. 2-72097) filed on May
1, 1981.
(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 (File No. 2-72097) filed on April 30, 1991.
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 (File No. 2-72097) filed on March 1, 1988.
10. (a) Opinion of Sullivan & Cromwell, incorporated by reference to
Exhibit 10 to the Registration Statement on Form N-1A (File No.
2-72097) filed on May 1, 1981.
(b) Opinion of Counsel, incorporated by reference to Exhibit 10(b) to
Post-Effective Amendment No. 20 to the Registration Statement on Form
N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.
11. Consent of Independent Accountants.*
13. Purchase Agreement, incorporated by reference to Exhibit 13 to the
Registration Statement on Form N-1A (File No. 2-72097) filed on May
1, 1981.
15. (a) Distribution and Service Plan for Class A shares, incorporated by
reference to Exhibit 15(a) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via
EDGAR on March 1, 1995.
(b) Distribution and Service Plan for Class B shares, incorporated by
reference to Exhibit 15(b) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via
EDGAR on March 1, 1995.
(c) Distribution and Service Plan for Class C shares, incorporated by
reference to Exhibit 15(c) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via
EDGAR on March 1, 1995.
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 (File No. 2-72097)
filed on March 1, 1988.
(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 (File No. 2-72097) filed on April
30, 1991.
(c) Schedule of Computation of Performance Quotations relating to
Aggregate Total Return for Class A and ClassB shares, incorporated by
reference to Exhibit 16(c) to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A (File No. 2-72097) filed on
February 25, 1993.
17. Financial data schedules, filed as Exhibit 27 to Post-Effective
Amendment No. 21 to the Registration Statement on Form N-1A (File No.
2-72097) filed via EDGAR on October 27, 1995.
18. Rule 18f-3 Plan, incorporated by reference to Exhibit 18 to
Post-Effective Amendment No. 21 to the Registration Statement on Form
N-1A (File No. 2-72097) filed via EDGAR on October 27, 1995.
Other Exhibits
Power of Attorney for:
Robert R. Fortune**
Delayne Dedrick 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.
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<PAGE>
Item 25. Persons Controlled by or under Common Control with Registrant.
None.
Item 26. Number of Holders of Securities.
As of November 3, 1995 there were 191,722, 276,903 and 396 record holders of
Class A, Class B and Class C 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 (Exhibits 6(b),
(c) and (d) 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 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 amended Management Agreement (Exhibit 5(d) 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.
C-3
<PAGE>
<TABLE>
<S> <C> <C>
Name and Address Position with PMF Principal Occupations
________________ _________________ _____________________
Brendan D. Boyle Executive Vice Executive Vice President, Director of Marketing and Director, PMF;
President, Senior Vice President, Prudential Securities Incorporated
Director of (Prudential Securities); Chairman and Director of Prudential
Marketing and Mutual Fund Distributors, Inc. (PMFD)
Director
Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President, Prudential
Securities; Vice President, PMFD
Frank W. Giordano Executive Vice Executive Vice President, General Counsel, Secretary and
President, General Director, PMF and PMFD; Senior Vice President, Prudential
Counsel, Securities; Director, PMFD; Director, Prudential Mutual Fund
Secretary and Services, Inc (PMFS)
Director
Robert F. Gunia Executive Vice Executive Vice President, Chief Finanical and Administrative Officer,
President, Chief Treasurer and Director, PMF; Senior Vice President,
Financial and Prudential Securities; Executive Vice President, Chief
Administrative Officer, Financial Officer, Treasurer and Director, PMFD;
Treasurer and Director Director, PMFS
Theresa A. Hamacher Director Director, PMF; Vice President, Prudential; Vice President,
751 Broad Street Prudential Investment Corporation (PIC)
Newark, NJ 07102
Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating
Raritan Plaza One Officer and Director, PMFD; Chief Executive Officer and
Edison, NJ 08837 Director, PMFS; Director, PMF
Richard A. Redeker President, Chief President, Chief Executive Officer and Director, PMF; Executive Vice
Executive Officer and President, Director and Member of the Operating Committee,
Director Prudential Securities; Director, Prudential Securities Group, Inc.
(PSG); Executive Vice President, PIC; Director, PMFD; Director,
PMFS
S. Jane Rose Senior Vice Senior Vice President, Senior Counsel and Assistant Secretary, PMF;
President, Senior Senior Vice President and Senior Counsel, Prudential Securities
Counsel and
Assistant Secretary
</TABLE>
(ii) The 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.
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<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>
<S> <C> <C>
Name and Address Position with PIC Principal Occupations
________________ _________________ _____________________
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 and
51 JFK Parkway and Director Director, PIC
Short Hills, NJ 07078
Barry M. Gillman Director Director, PIC
Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC; Director, PMF
Harry E. Knapp, Jr. President, Chairman of President, Chairman of the Board, Chief Executive Officer and Director,
the Board, Chief PIC; Vice President, Prudential
Executive Officer and
Director
William P. Link Senior Vice President Executive Vice President, Prudential; Senior Vice President, PIC
Four Gateway Center
Newark, NJ 07102
Richard A. Redeker Executive Vice President, Chief Executive Officer and Director, PMF; Executive Vice
One Seaport Plaza President President, Director and Member of the Operating Committee,
New York, NY 10292 Prudential Securities; Director, PSG; Executive Vice President, PIC;
Director, PMFD; Director, PMFS
Eric A. Simonson Vice President Vice President and Director, PIC; Executive
and Director Vice President, Prudential
Claude J. Zinngrabe, Jr. Executive Vice President Vice President, Prudential; Executive Vice President, PIC
</TABLE>
Item 29. Principal Underwriters
(a)(i) Prudential Securities
Prudential Securities Incorporated is distributor for Prudential Government
Securities Trust (Short-Intermediate Term Series), Prudential Jennison Fund,
Inc. and The Target Portfolio Trust, and for Class B and Class C shares of The
BlackRock Government Income Trust, Global Utility Fund, Inc., Nicholas-Applegate
Fund, Inc. (Nicholas-Applegate Growth Equity Fund), Prudential Allocation Fund,
Prudential California Municipal Fund (California Series and California Income
Series), Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc.,
Prudential Equity Income Fund, Prudential Europe Growth Fund, Inc., Prudential
Global Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential Global
Limited Maturity Fund, Inc., Prudential Global Natural Resources Fund, Inc.,
Prudential Government Income Fund, Inc., Prudential Growth Opportunity Fund,
Inc., Prudential High Yield Fund, Inc., Prudential Intermediate Global Income
Fund, Inc., Prudential Mortgage 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 Jersey
Money Market Series and New York Money Market Series), Prudential National
Municipals Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential
Structured Maturity Fund, Inc., Prudential U.S. Government Fund and Prudential
Utility Fund, Inc.
Prudential Securities is also a depositor for the following unit investment
trusts:
Corporate Investment Trust Fund
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 Institutional Liquidity Portfolio, Inc., Prudential-Bache
MoneyMart Assets Inc. (d/b/a Prudential MoneyMart Assets), Prudential Municipal
Series Fund (Connecticut Money Market Series, Massachusetts Money Market Series,
New Jersey Money Market Series and New York Money Market Series),
Prudential-Bache Special Money Market Fund, Inc. (d/b/a Prudential Special Money
Market Fund), Prudential Tax-Free Money Fund, Inc., 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 Allocation Fund, Prudential
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<PAGE>
California Municipal Fund (California Income and California Series), Prudential
Diversified Bond Fund, Inc., Prudential Equity Fund, Inc., Prudential Equity
Income Fund, Prudential Europe Growth Fund, Inc., Prudential Global Fund, Inc.,
Prudential Global Genesis Fund, Inc., Prudential Global Limited Maturity Fund,
Inc., Prudential Global Natural Resources Fund, Inc., Prudential Government
Income Fund, Inc., Prudential Growth Opportunity Fund, Inc., Prudential High
Yield Fund, Inc., Prudential Intermediate Global Income Fund, Inc., Prudential
Mortgage 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 Jersey Money Market Series
and New York Money Market Series), Prudential National Municipals Fund, Inc.,
Prudential Pacific Growth Fund, Inc., Prudential Structured Maturity Fund, Inc.,
Prudential U.S. Government Fund and Prudential Utility Fund, Inc.
(b)(i) Information concerning the directors and officers of Prudential
Securities Incorporated is set forth below.
Positions and Positions and
Offices with Offices with
Name(1) Underwriter Registrant
______ _____________ _____________
Robert Golden ............ Executive Vice President and Director None
One New York Plaza
New York, NY
Alan D. Hogan ............ Executive Vice President, Chief None
Administrative Officer and Director
George A. Murray ......... Executive Vice President and Director None
Leland B. Paton .......... Executive Vice President and Director None
One New York Plaza
New York, NY
Martin Pfinsgraff ........ Executive Vice President, Chief None
Financial Officer and Director
Vincent T. Pica, II ...... Executive Vice President and Director None
One New York Plaza
New York, NY
Richard A. Redeker ....... Executive Vice President and Director President and
Director
Hardwick Simmons ......... Chief Executive Officer, President None
and Director
Lee B. Spencer, Jr. ...... Executive Vice President, General None
Counsel, Secretary and Director
(ii) Prudential Mutual Fund Distributors, Inc.
Name(1)
_______
Joanne Accurso-Soto ...... Vice President None
Dennis N. Annarumma ...... Vice President, Assistant Treasurer None
and Assistant Comptroller
Phyllis J. Berman ........ Vice President None
Brendan D. Boyle ......... Chairman and Director None
Stephen P. Fisher ........ Vice President None
Frank W. Giordano ........ Executive Vice President, General None
Counsel, Secretary and Director
Robert F. Gunia .......... Executive Vice President, Chief Vice President
Financial Officer, Treasurer
and Director
Timothy J. O'Brien ....... President, Chief Executive Officer, None
Raritan Plaza One Chief Operating Officer and
Edison, NJ 08837 Director
Richard A. Redeker ....... Director Director and
President
Andrew J. Varley ......... Vice President None
Raritan Plaza One
Edison, NJ 08837
(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.
C-6
<PAGE>
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 07102 and Two Gateway Center, Newark, New
Jersey, 07102, the Registrant, One Seaport Plaza, New York, New York 10292 and
Prudential Mutual Fund Services, Inc., Raritan Plaza One, Edison, New Jersey
08837. 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.
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<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 15th day of December, 1995.
PRUDENTIAL UTILITY FUND, INC.
/s/ Richard A. Redeker
By:__________________________________
(Richard A. Redeker, 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/ Eugene S. Stark
_____________________________
Eugene S. Stark Treasurer December 15, 1995
/s/ Thomas R. Anderson
_____________________________
Thomas R. Anderson Director December 15, 1995
/s/ Robert R. Fortune
_____________________________
Robert R. Fortune Director December 15, 1995
/s/ Delayne Dedrick Gold
_____________________________
Delayne Dedrick Gold Director December 15, 1995
/s/ Harry A. Jacobs, Jr.
_____________________________
Harry A. Jacobs, Jr. Director December 15, 1995
/s/ Richard A. Redeker
_____________________________
Richard A. Redeker President and Director December 15, 1995
/s/ Thomas A. Owens, Jr.
_____________________________
Thomas A. Owens, Jr. Director December 15, 1995
/s/ Merle T. Welshans
_____________________________
Merle T. Welshans Director December 15, 1995
<PAGE>
EXHIBIT INDEX
1. (a) Articles of Amendment to Articles of Incorporation, incorporated by
reference to Exhibit 1(a) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via EDGAR on
March 1, 1995.
(b) Articles of Restatement, incorporated by reference to Exhibit 1(b) to
Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A
(File No. 2-72097) filed via EDGAR on March 1, 1995.
2. (a) By-Laws, incorporated by reference to Exhibit 2 to Post-Effective
Amendment No. 20 to the Registration Statement on Form N-1A (File No.
2-72097) filed via EDGAR on March 1, 1995.
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 (File No. 2-72097) filed on March 1,
1988.
(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 (File No. 2-72097) filed on April 30, 1990.
(c) Instruments defining rights of shareholders.
5. (a) 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 (File No. 2-72097) filed on March 1, 1988.
(b) Amended Management Agreement, incorporated by reference to Exhibit 5(b)
to Post-Effective Amendment No. 20 to the Registration Statement on Form
N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.
6. (a)(i) Underwriting Agreement, incorporated by reference to Exhibit 6(a)(i)
to the Registration Statement on Form N-1A (File No. 2-72097) filed on May
1, 1981.
(ii) Selected Dealers Agreement (Initial Offering), incorporated by
reference to Exhibit 6(a)(ii) to the Registration Statement on Form N-1A
(File No. 2-72097) filed on May 1, 1981.
(iii) Selected Dealers Agreement (Continuous Offering), incorporated by
reference to Exhibit 6(b)(ii) to the Registration Statement on Form N-1A
(File No. 2-72097) filed on May 1, 1981.
(b) Distribution Agreement for Class A shares, incorporated by reference to
Exhibit 6(b) to Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.
(c) Distribution Agreement for Class B shares, incorporated by reference to
Exhibit 6(c) to Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.
(d) Distribution Agreement for Class C shares, incorporated by reference to
Exhibit 6(d) to Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.
(e) Form of Distribution Agreement for Class Z shares, incorporated by
reference to Exhibit 6(e) to Post-Effective Amendment No. 21 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via EDGAR on
October 27, 1995.
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 (File No. 2-72097) filed on May 1, 1981.
(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 (File No. 2-72097) filed
on April 30, 1991.
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
(File No. 2-72097) filed on March 1, 1988.
10. (a) Opinion of Sullivan & Cromwell, incorporated by reference to Exhibit 10
to the Registration Statement on Form N-1A (File No. 2-72097) filed on May
1, 1981.
(b) Opinion of Counsel, incorporated by reference to Exhibit 10(b) to
Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A
(File No. 2-72097) filed via EDGAR on March 1, 1995.
11. Consent of Independent Accountants.*
13. Purchase Agreement, incorporated by reference to Exhibit 13 to the
Registration Statement on Form N-1A (File No. 2-72097) filed on May 1, 1981.
15. (a) Distribution and Service Plan for Class A shares, incorporated by
reference to Exhibit 15(a) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via EDGAR on
March 1, 1995.
<PAGE>
(b) Distribution and Service Plan for Class B shares, incorporated by
reference to Exhibit 15(b) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via EDGAR on
March 1, 1995.
(c) Distribution and Service Plan for Class C shares, incorporated by
reference to Exhibit 15(c) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via EDGAR on
March 1, 1995.
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 (File No. 2-72097) filed on March 1,
1988.
(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 (File No. 2-72097) filed on April 30, 1991.
(c) Schedule of Computation of Performance Quotations relating to Aggregate
Total Return for Class A and ClassB shares, incorporated by reference to
Exhibit 16(c) to Post-Effective Amendment No. 17 to the Registration
Statement on Form N-1A (File No. 2-72097) filed on February 25, 1993.
17. Financial data schedules, filed as Exhibit 27 to Post-Effective Amendment
No. 21 to the Registration Statement on Form N-1A (File No. 2-72097) filed
via EDGAR on October 27, 1995.
18. Rule 18f-3 Plan, incorporated by reference to Exhibit 18 to Post-Effective
Amendment No. 21 to the Registration Statement on Form N-1A (File No.
2-72097) filed via EDGAR on October 27, 1995.
Other Exhibits
Power of Attorney for:
Robert R. Fortune**
Delayne Dedrick 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.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation 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 21, 1995, relating to the financial
statements and financial highlights of Prudential Utility Fund, Inc., which
appears in the Statement of Additional Information constituting part of
Post-Effective Amendment No. 20. to the registration statement on Form N-1A
("Post-Effective Amendment No. 20"). We also consent to the incorporation by
reference in the Registration Statement of the reference to us under the
headings "Custodian and Transfer and Dividend Disbursing Agent and Independent
Accountants" and "Financial Highlights" in the Statement of Additional
Information and the Prospectus, respectively, constituting parts of
Post-Effective Amendment No. 20.
PRICE WATERHOUSE LLP
New York, NY
December 14, 1995
