SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss. 240.14a-2
The Prudential Series Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of Each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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THE PRUDENTIAL SERIES FUND, INC.
751 BROAD STREET
NEWARK, N.J. 07102
(877) 778-5008
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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To the Shareholders of the Natural Resources Portfolio
of The Prudential Series Fund, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting)
of the Natural Resources Portfolio of The Prudential Series Fund, Inc., (the
Fund), will be held at the offices of The Prudential Insurance Company of
America, 100 Mulberry Street, Gateway Center Three, 14th Floor, Newark, NJ on
January 31, 2001, at 9:00 a.m. local time. The purpose of the Meeting is to
consider and act upon the following proposal and to transact such other business
as may properly come before the Meeting or any adjournments thereof.
1. To change the Natural Resources Portfolio to a non-diversified
portfolio.
The Board of Directors has fixed the close of business on November 17, 2000
as the record date for the determination of the shareholders of the Natural
Resources Portfolio entitled to notice of, and to vote at, such Meeting and any
adjournments thereof.
By order of the Board of Directors
CHRISTOPHER SPRAGUE
SECRETARY
December 18, 2000
PSFNR-Supp
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SUPPLEMENTARY PROXY MATERIALS
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SPECIAL MEETING OF SHAREHOLDERS OF
THE PRUDENTIAL SERIES FUND, INC.
TO BE HELD ON JANUARY 31, 2001
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These supplementary proxy materials are furnished in connection with a
solicitation of proxies made by, and on behalf of, the Board of Directors to be
used at the Special Meeting of Shareholders of The Prudential Series Fund, Inc.
(the Fund) and at any adjournments thereof (the Meeting) to be held on January
31, 2001 at 9:00 a.m. Eastern time at the offices of The Prudential Insurance
Company of America (Prudential), 100 Mulberry Street, Gateway Center Three, 14th
Floor, Newark, NJ. The Fund began to mail copies of these supplementary proxy
materials on or about December 23, 2000. These supplementary proxy materials are
accompanied by a proxy statement that discusses other proposals to be considered
at the Meeting.
The solicitation is being made primarily by the mailing of these
supplementary proxy materials and the accompanying proxy card. Supplementary
solicitations may be made by mail, telephone, telegraph, facsimile, electronic
means or by personal interview by representatives of the Fund or Prudential.
Proxies may be revoked at any time before they are voted. The expenses in
connection with preparing these supplementary proxy materials and of all
solicitations will be paid by the Fund. The Fund may reimburse brokerage firms
and others for their reasonable expenses in forwarding solicitation material to
the beneficial owners of shares.
The principal business address of Prudential (the Fund's current
administrator), and of Prudential Investment Management Services LLC (PIMS) (the
Fund's principal underwriter) is 751 Broad Street, Newark, NJ 07102. PIMS is an
indirect wholly-owned subsidiary of Prudential. The principal business address
of the Fund's proposed new investment adviser, Prudential Investments Fund
Management LLC (PIFM), is 100 Mulberry Street, Gateway Center Three, 14th floor,
Newark, NJ 07102. PIFM currently serves as the investment adviser to certain
Portfolios of the Fund under an interim management contract.
If the enclosed proxy card is executed and returned, it may nevertheless be
revoked at any time prior to its use by written notification received by the
Fund, by the execution of a later-dated proxy card, or by attending the meeting
and voting in person.
All proxy cards solicited by the Board of Directors that are properly
executed and received by the Secretary prior to the Meeting, and are not
revoked, will be voted at the Meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. Prudential, its affiliated
insurance companies, and certain other insurers are the legal owners of all Fund
shares, but in accordance with current policy of the Securities and Exchange
Commission (SEC), these insurers pass voting rights to the variable annuity and
variable life insurance contractholders and certain plan participants that have
allocated purchase payments to subaccounts corresponding to a Portfolio of the
Fund. In addition to voting Fund shares in accordance with
contractholder/participant instructions that they do receive, Prudential and
those insurers will vote shares that are not voted by
contractholders/participants, as well as shares owned beneficially by such
insurers themselves, in the same proportions as the votes that actually are cast
by contractholders/participants. Prudential, its affiliated insurers, and the
other insurers will apportion votes to each contractholder/participant in direct
proportion to the dollar value of the pertinent variable contract as of the
record date.
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HOW CAN I VOTE MY SHARES?
o BY MAIL: By signing, dating, voting and returning the proxy card in the
enclosed postage paid envelope.
o BY PHONE: With a toll-free call to 1-888-221-0697 between 9:00 A.M. and 10:00
P.M. (Eastern Time).
o BY INTERNET: By signing onto the internet site listed on your proxy card and
entering the proper information, including the control number also listed on
your proxy card.
o IN PERSON: By attending the meeting and voting your shares.
If you have questions regarding these supplementary proxy materials please
call (877) 778-5008, from 8 a.m. to 6 p.m. Eastern Time, Monday through Friday.
Class 1 and Class 2 shares of the Natural Resources Portfolio issued and
outstanding as of November 17, 2000 are indicated below:
PORTFOLIO # OF SHARES
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Natural Resources ..................................... 16,608,546
As of November 17, 2000, the directors and Fund officers owned, in the
aggregate, none of the Natural Resources Portfolio's outstanding shares--all of
the Portfolio's outstanding shares are owned by insurance company separate
accounts. To the knowledge of the Fund, no shareholder of record (other than
Prudential, its affiliated insurers, and the other insurers) owned beneficially
more than 5% of the outstanding shares of the Portfolio as of November 17, 2000.
None of the Fund's executive officers has any substantial economic interest in
any matter to be acted upon at the Meeting.
FOR A FREE COPY OF THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999 AND THE SEMIANNUAL REPORT FOR THE FISCAL PERIOD ENDED JUNE 30,
2000, CALL (877) 778-5008 OR WRITE TO PRUDENTIAL AT 751 BROAD STREET, NEWARK, NJ
07102-3777.
VOTE REQUIRED: A MAJORITY OF ALL VOTES CAST AT THE MEETING IS SUFFICIENT TO
APPROVE PROPOSAL 1. A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" MEANS THE
AFFIRMATIVE VOTE OF (A) 67% OR MORE OF THE VOTING SECURITIES PRESENT AT THE
MEETING OR REPRESENTED BY PROXY IF THE HOLDERS OF MORE THAN 50% OF THE
OUTSTANDING VOTING SECURITIES ARE PRESENT OR REPRESENTED BY PROXY OR (B) MORE
THAN 50% OF THE OUTSTANDING VOTING SECURITIES, WHICHEVER IS LESS.
The following table summarizes the proposal and lists the Proxy Statement
page where the proposal is discussed in more detail.
PROPOSAL # PROPOSAL DESCRIPTION PAGE
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1. To change the Natural Resources Portfolio to a 3
non-diversified portfolio.
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1. TO CHANGE THE NATURAL RESOURCES PORTFOLIO TO A
NON-DIVERSIFIED PORTFOLIO
The Natural Resources Portfolio is currently operated as a diversified fund
under the Investment Company Act of 1940, meaning that the Portfolio cannot, as
to 75% of its assets, invest more than 5% of its assets in the securities of any
one issuer. The Fund's Board approved a proposal to change the Natural Resources
Portfolio from being diversified to non-diversified and recommends that
shareholders approve that change. Jennison Associates LLC ("Jennison"), the
subadviser to the Natural Resources Portfolio, would then be able to invest more
than 5% of the Portfolio's total assets in the securities of any one issuer.
Changing the Natural Resources Portfolio to a non-diversified portfolio will
allow Jennison to invest to a greater degree in favored companies. Within the
Portfolio's current diversification constraints, the investment adviser cannot
invest in favored companies in excess of the percentage limit described above.
Investing in a non-diversified fund involves greater risk than investing in
a diversified mutual fund because a loss resulting from the decline in value of
one security may represent a greater portion of the total assets of a
non-diversified fund.
THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the Fund by Prudential, PIFM, or a subadviser pursuant to authority
contained in the Fund's management contract.
Prudential, PIFM or a subadviser may place agency transactions with
Prudential Securities Incorporated (PSI), a wholly-owned subsidiary of
Prudential, if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for similar
services.
The brokerage commissions paid to PSI by the Natural Resources Portfolio
for the fiscal year ended December 31, 1999 are listed below:
% OF AGGREGATE
BROKERAGE COMMISSIONS
PORTFOLIO COMMISSIONS PAID PAID TO PSI
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Natural Resources $3,431 .73%
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The Fund does not hold annual shareholder meetings. Shareholders wishing to
submit proposals for inclusion in a proxy statement for a subsequent shareholder
meeting should send their written proposals to the Secretary of the Fund.
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VOTE TODAY BY MAIL,
TOUCH-TONE PHONE OR THE INTERNET
CALL TOLL-FREE 1-888-221-0697
OR LOG ON TO WWW.PROXYWEB.COM
*** CONTROL NUMBER: 999 999 999 999 99 ***
Please fold and detach card at perforation before mailing
VOTING INSTRUCTION FORM
VOTING INSTRUCTIONS ARE HEREBY SOLICITED BY THE ABOVE-REFERENCED INSURANCE
COMPANY AND THE BOARD OF DIRECTORS OF THE PRUDENTIAL SERIES FUND, INC. (THE
"FUND") IN CONNECTION WITH A SPECIAL MEETING OF SHAREHOLDERS OF THE FUND TO BE
HELD ON JANUARY 31, 2001 AT THE OFFICES OF THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, 100 MULBERRY STREET, NEWARK, NEW JERSEY AT 9:00 A.M.
I (we) the undersigned hereby instruct the above-referenced Insurance Company to
vote the Fund shares to which I (we) the undersigned am (are) entitled to give
instructions as indicated on the reverse side of this form or as indicated
below.
I (we) wish to instruct the Company to vote "FOR" all proposals. [ ]
Date ________________________, 2000 [2001]
Each owner should sign as his/her name
appears on this form; if a contract is owned
jointly, each owner should sign; if a
contract is held in a fiduciary capacity,
the fiduciary should sign and indicate
his/her fiduciary capacity.
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Signature(s)/Fiduciary Capacity, if
applicable.
PSF-NR
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NOTE: YOUR VOTING INSTRUCTION FORM IS NOT VALID UNLESS IT IS SIGNED.
PLEASE BE SURE TO SIGN YOUR VOTING INSTRUCTION FORM ON THE REVERSE SIDE.
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Please fold and detach card at perforation before mailing
VOTING INSTRUCTION FORM
THE BOARD OF DIRECTORS OF THE PRUDENTIAL SERIES FUND, INC. RECOMMENDS A VOTE
"FOR" THE PROPOSAL.
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW.
FOR AGAINST ABSTAIN
1. To change the Natural Resources Portfolio to a
non-diversified portfolio. [ ] [ ] [ ] 1.
PSF-NR
