PRUDENTIAL VARIABLE CONTRACT ACCOUNT 2
N-30D, 1995-03-01
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<PAGE>
This  report is for  the information of persons  participating in The Prudential
Variable Contract Account-2 (VCA-2, Long Term Growth Account, or the Account).

Under contracts  entered  into in  1968,  The Prudential  Insurance  Company  of
America  (The  Prudential)  is  responsible  for  providing  administrative  and
investment management services to VCA-2. During 1984, The Prudential reorganized
its  pension  and  investment  departments  and  transferred  certain  of  their
personnel  to subsidiary  companies. As a  result, The  Prudential now receives,
from The Prudential Asset Management Company, Inc. and The Prudential Investment
Corporation,   the   administrative   and   investment   management    services,
respectively,  that  The Prudential  requires to  perform its  obligations under
contracts with VCA-2. These changes in no way affect Prudential's responsibility
to VCA-2 for these services.

                              INVESTMENT OBJECTIVE

VCA-2 will invest  primarily in  common stocks  selected with  the objective  of
long-term  growth,  taking into  account both  income and  capital appreciation.
Investments will  be made  according  to the  standards  of a  prudent  investor
concerned primarily with the preservation of capital and the long-term prospects
for  its growth in relation  to both the growth of  the economy and the changing
value of the dollar. There is  no assurance that this investment objective  will
be  attained. There is  no guarantee that  the amount available  to a person for
whom purchase payments have  been made will equal  or exceed the total  purchase
payments  made on  that person's  behalf. The value  of the  investments held in
VCA-2 fluctuates  daily,  and is  subject  to  the risks  of  changing  economic
conditions  and risks inherent in the selection of investments necessary to meet
the Account's objective.

                                                                         GP-4402

<PAGE>
                                     VCA-2

                             INVESTMENT ENVIRONMENT

The S&P 500 index barely  budged for the fourth  quarter of 1994, losing  0.02%;
thereby  posting only a 1.3% return for the year. Both periods were a tug-of-war
between the positive  of strong corporate  earnings and the  negative of  rising
interest rates.

The  technology sector  was, by  far, the  best performing  sector for  both the
quarter and the year. Strong personal computer (PC) sales to both businesses and
consumers allowed those in the PC business  to more than make up in volume  what
they  have lost  in pricing.  Conversely, the  consumer cyclical  sector was the
worst performer for  the fourth quarter  and the year.  Poor performance in  the
retail  industry was  the main  driver of a  weak fourth  quarter. Investors had
expected a strong Christmas selling season, but were disappointed by slower than
expected sales and extensive (and  early) price cutting. Responsibility for  the
poor  performance of the cyclical sector  is placed on the retail, autos/trucks,
and housing related industries. Fears of a slowdown in the economy, which  would
affect  consumer confidence,  and hence  consumers' housing  and auto purchases,
were evident.

The utility sector  also performed  poorly for both  the quarter  and year.  The
telecommunications  industry  was  largely responsible  for  the  quarter's weak
performance, as a long distance  price war hurt the  prospects of AT&T, MCI  and
Sprint.  Electric utility companies were primarily  at fault for the year's poor
performance as they were hurt by both rising interest rates and deregulation.

Rising   interest    rates    and   derivatives    exposure    (and    potential
derivatives-related  scandals) caused the finance sector to underperform for the
quarter and the  year. The  only areas of  strength, other  than the  technology
sector,  were in the energy (mainly large integrated oil companies) and consumer
growth/stable sectors. Their  more predictable earnings  attracted investors  as
the uncertainty surrounding a possible economic slowdown persisted.

                             INVESTMENT PERFORMANCE

                              STOCK MARKET RETURNS

                          (with dividends reinvested)

<TABLE>
<CAPTION>
                                     PERIODS ENDING DECEMBER
                                            31, 1994
                                     SIX MONTHS    ONE YEAR
<S>                                  <C>           <C>
S&P 500                                    4.9%        1.3%
Returns By Economic Sector:
  Technology                              19.7%       20.4%
  Energy                                   3.7%        3.9%
  Industrial                               1.7%       (0.7)%
  Utility                                 (1.2)%      (7.6)%
  Finance                                 (4.4)%      (3.2)%
  Consumer Cyclical                       (6.2)%     (12.2)%
  Consumer Growth & Stable                13.5%        7.5%
</TABLE>

The  VCA-2 Account was down 1.3% during  1994, underperforming the S&P 500 index
by 2.6%.  This was  primarily the  result  of bad  performance in  the  consumer
growth/stable sector.

                                       2
<PAGE>
                              INVESTMENT ACTIVITY

During  1994, VCA-2 retained its  strongest sector bets, remaining underweighted
in the utility and energy sectors and overweighted in the finance and industrial
sectors. The most significant shift in sector weighting for the year was in  the
technology   sector,  as  it  was  moved   from  a  small  overweighting  to  an
underweighted position. The  second most significant  shift in sector  weighting
was  in the consumer growth/stable sector, reducing its underweighting. This was
primarily the  result of  purchases in  the drug  and medical  supply,  hospital
management, and media industries.

                               INVESTMENT OUTLOOK

U.S. corporate earnings are expected to continue to grow, although at a somewhat
reduced  rate.  Despite  the interest  rate  increases in  1994,  investors were
pleasantly surprised  by  profits during  the  past year,  which  were  achieved
largely  on the basis  of increased corporate  efficiency. While this efficiency
will be a factor going forward, its impact  will not be nearly as great, but  as
the global economy recovers, earnings should benefit. The equity returns of 1995
are  expected to surpass those of 1994. We believe returns should approach their
long-term average of about 10%, but remain lower than the 14+% average that  has
been  experienced over the last ten years.  While much further tightening by the
Fed is  not  anticipated,  there  is  concern  that  significant  interest  rate
increases by the Fed could lead to recession.

                                       3
<PAGE>
                   CONDENSED FINANCIAL INFORMATION FOR VCA-2

              NET INCOME AND CAPITAL CHANGES PER ACCUMULATION UNIT
           (For an Accumulation Unit outstanding throughout the year)

            (Covered by the Independent Auditors' Report on Page 6)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31                                                 1994       1993       1992       1991       1990
- ------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>        <C>        <C>
INVESTMENT INCOME...................................................  $   .1896  $   .2823  $   .1635  $   .1629  $   .2278
- ------------------------------------------------------------------------------------------------------------
EXPENSES
  For investment management fee.....................................      .0151      .0138      .0111      .0094      .0079
  For assuming mortality and expense risks..........................      .0453      .0412      .0335      .0285      .0239
- ------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME...............................................      .1292      .2273      .1189      .1250      .1960
- ------------------------------------------------------------------------------------------------------------
CAPITAL CHANGES
  Net realized gain on investments..................................     1.0028     1.1147     1.2862      .6231      .1523
  Net unrealized appreciation/(depreciation) of investments.........    (1.2955)     .9803     (.2121)    1.4671     (.5709)
- ------------------------------------------------------------------------------------------------------------
NET INCREASE/(DECREASE) IN ACCUMULATION UNIT VALUE..................     (.1635)    2.3223     1.1930     2.2152     (.2226)
- ------------------------------------------------------------------------------------------------------------
ACCUMULATION UNIT VALUE
  Beginning of year.................................................    12.1567     9.8344     8.6414     6.4262     6.6488
  End of year.......................................................  $ 11.9932  $ 12.1567  $  9.8344  $  8.6414  $  6.4262
- ------------------------------------------------------------------------------------------------------------
SUM OF AVERAGE RATIOS for the year of (a) charge for investment
  management fee to net assets*, and (b) charge for assuming
  mortality and expense risks to net assets*........................      .4991%     .4984%     .4975%     .4970%     .4999%
- ------------------------------------------------------------------------------------------------------------
AVERAGE RATIO for the year of net investment income to net assets...     1.0664%     2.056%    1.3253%    1.6372%    3.0779%
- ------------------------------------------------------------------------------------------------------------
PORTFOLIO TURNOVER RATE.............................................      36.85%     46.91%     73.24%     78.94%    107.56%
- ------------------------------------------------------------------------------------------------------------
NUMBER OF ACCUMULATION UNITS OUTSTANDING
  for Participants at end of year (000 omitted).....................     32,624     32,968     33,147     34,228     35,218
- ------------------------------------------------------------------------------------------------------------
<FN>
*These calculations exclude The Prudential's equity in VCA-2.
</TABLE>

 The  above table does not reflect  the annual administration charge, which does
 not affect  the  Accumulation Unit  Value.  This  charge is  made  by  reducing
 Participants'  Accumulation Accounts by a number of Accumulation Units equal in
 value to the charge.

 While both income and capital changes are shown above, the distinction  between
 these   sources  of  change  in  VCA-2   is  not  particularly  significant  to
 Participants.  There  is  no  distinction  between  income  and  realized   and
 unrealized  gains and  losses on investments  in determining the  amount of the
 Participant's benefits and the taxes payable by the Participant on them.

                                       4
<PAGE>
                              REPORT OF MANAGEMENT

The accompanying financial statements and  all information in the annual  report
are  the responsibility  of management  of The  Prudential Insurance  Company of
America (The  Prudential).  These financial  statements  have been  prepared  in
accordance  with  generally  accepted  accounting  principles,  and  necessarily
include amounts based on best estimates and judgments. Information presented  in
one section of the annual report is consistent with information dealing with the
same  or substantially similar subject matter  presented elsewhere in the annual
report.

The system of internal controls  for VCA-2 is an integral  part of that for  The
Prudential.  This system is designed to provide reasonable assurance that assets
are safeguarded  and that  transactions are  properly recorded  and executed  in
accordance  with proper  authorization. The  concept of  reasonable assurance is
based on the premise that  the cost of internal  controls should not exceed  the
benefits  derived. In addition, The Prudential maintains a professional staff of
internal auditors who monitor VCA-2's control structure through periodic reviews
and tests  of  the  control  aspects  of  accounting,  financial  and  operating
activities.  The internal  auditors coordinate  their program  with that  of the
independent certified public accountants.

The financial statements have been audited  by Deloitte & Touche LLP,  Certified
Public  Accountants.  The Independent  Auditors' Report,  which appears  in this
annual report, expresses an independent professional opinion on the fairness  of
presentation,  in all  material respects, of  management's financial statements.
The auditors review VCA-2's  financial and accounting  controls and perform  the
audit  to obtain reasonable assurance about whether the financial statements are
free from material misstatement.

The Prudential's Board  of Directors,  through its Auditing  Committee, and  the
VCA-2  Committee monitor  management's fulfillment  of its  responsibilities for
accurate  accounting,  statement  preparation  and  protection  of  assets.  The
Auditing  Committee  is  composed  solely of  outside  directors  and  the VCA-2
Committee has  a majority  of outside  members. Both  The Prudential's  Auditing
Committee  and  the  outside  members  of  the  VCA-2  Committee  meet  with the
independent certified  public  accountants,  management  and  internal  auditors
periodically   to   evaluate  each   party's   execution  of   their  respective
responsibilities. Each has free  and separate access to  the Auditing and  VCA-2
Committees  to  discuss accounting,  financial  reporting, internal  control and
auditing matters.

Mark R. Fetting
Chairman
VCA-2 Committee

Eugene M. O'Hara
Chief Financial Officer
The Prudential Insurance Company of America

                                       5
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

TO THE  COMMITTEE  OF  AND  PERSONS PARTICIPATING  IN  THE  PRUDENTIAL  VARIABLE
CONTRACT ACCOUNT-2:

We  have  audited the  accompanying statement  of net  assets of  The Prudential
Variable Contract Account-2 of The Prudential Insurance Company of America as of
December 31, 1994, the related statement of operations for the year then  ended,
the  statements of changes in net assets for each of the two years in the period
then ended, and the condensed financial  information for each of the five  years
in  the period  then ended. These  financial statements  and condensed financial
information  are   the  responsibility   of   the  Account's   management.   Our
responsibility  is  to  express an  opinion  on these  financial  statements and
condensed financial information based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance  about  whether  the  financial  statements  and  condensed
financial  information  are free  of  material misstatement.  An  audit includes
examining, on a test basis, evidence  supporting the amounts and disclosures  in
the  financial statements.  Our procedures  included confirmation  of securities
owned as  of  December 31,  1994,  by  correspondence with  the  custodians  and
brokers.  An audit  also includes assessing  the accounting  principles used and
significant estimates  made by  management, as  well as  evaluating the  overall
financial   statement  presentation.  We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such financial statements  and condensed financial  information
present  fairly,  in  all  material  respects,  the  financial  position  of The
Prudential Variable Contract Account-2 as of  December 31, 1994, the results  of
its  operations,  the changes  in  its net  assets  and the  condensed financial
information for  the  respective stated  periods  in conformity  with  generally
accepted accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey
February 16, 1995

                                       6
<PAGE>
                         FINANCIAL STATEMENTS OF VCA-2

                   STATEMENT OF NET ASSETS DECEMBER 31, 1994
<TABLE>
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2]                            SHARES  MARKET VALUE
- --------------------------------------------------------------------
<S>                                       <C>           <C>
AEROSPACE/DEFENSE (2.7%)
Gen Corp.                                     218,500   $  2,594,687
General Motors Corp. (Class 'H' Stock)        116,900      4,076,887
Littelfuse, Inc.+                              75,000      2,193,750
Litton Industries, Inc.+                       70,000      2,590,000
                                                        ------------
                                                          11,455,324
- ---------------------------------------------------
AUTOS & TRUCKS (3.3%)
Automotive Industries Holding, Inc.+          243,600      4,932,900
Ford Motor Co.                                120,000      3,345,000
General Motors Corp.                           49,200      2,072,550
Modine Manufacturing Co.                      117,000      3,363,750
                                                        ------------
                                                          13,714,200
- ---------------------------------------------------
CHEMICALS (1.6%)
Imperial Chemical Industries (ADRs)           100,000      4,650,000
W. R. Grace & Co.                              49,800      1,923,525
                                                        ------------
                                                           6,573,525
- ---------------------------------------------------
COMMERCIAL SERVICES (0.3%)
UNC, Inc.+                                    213,200      1,279,200
- ---------------------------------------------------
COMPUTER SOFTWARE & SERVICES (2.0%)
General Motors Corp. (Class 'E' Stock)        106,700      4,094,613
National Data Corp.                           158,700      4,086,525
                                                        ------------
                                                           8,181,138
- ---------------------------------------------------
CONTAINERS & PACKAGING (2.0%)
Aptargroup, Inc.                               33,600        966,000
Ball Corp.                                    126,000      3,969,000
Owens-Illinois, Inc. (New)+                   191,000      2,101,000
Seda Specialty Packaging+                     105,400      1,238,450
                                                        ------------
                                                           8,274,450
- ---------------------------------------------------
CONSUMER CYCLICAL INDICES (0.1%)
Florsheim Shoe Company+                        44,980        253,012
- ---------------------------------------------------
CONSUMER SERVICES (2.0%)
ADT Ltd.+                                     204,300      2,196,225
Diebold, Inc.                                 144,900      5,959,013
                                                        ------------
                                                           8,155,238
- ---------------------------------------------------
COSMETICS & SOAPS (0.5%)
Bush Boake Allen, Inc.+                        84,700      2,286,900
- ---------------------------------------------------
DIVERSIFIED CONSUMER PRODUCTS (2.0%)
Eastman Kodak Co.                              75,000      3,581,250
Whitman Corp.                                 269,900      4,655,775
                                                        ------------
                                                           8,237,025
- ---------------------------------------------------

<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2]                            SHARES  MARKET VALUE
- --------------------------------------------------------------------
<S>                                       <C>           <C>
DRUGS & MEDICAL SUPPLIES (4.4%)
Gelman Sciences, Inc.+                        122,100   $  1,816,238
Schering Plough Corp.                          52,200      3,862,800
Sterile Concepts Holdings+                    171,000      2,736,000
Warner Lambert Co.                             57,900      4,458,300
Zeneca Group PLC (ADRs)                       132,000      5,428,500
                                                        ------------
                                                          18,301,838
- ---------------------------------------------------
ELECTRICAL EQUIPMENT (1.8%)
Belden, Inc.                                  180,900      4,002,413
Cable Design Technologies+                    202,600      3,342,900
                                                        ------------
                                                           7,345,313
- ---------------------------------------------------
ENGINEERING & CONSTRUCTION (0.6%)
Giant Cement Holding, Inc.+                   200,000      2,375,000
- ---------------------------------------------------
ELECTRONICS (2.0%)
Marshall Industries+                          166,900      4,464,575
Methode Electronics, Inc.                     230,000      3,910,000
                                                        ------------
                                                           8,374,575
- ---------------------------------------------------
EXPLORATION & PRODUCTION (3.1%)
Cabot Oil & Gas Corp.                         203,500      2,950,750
Enron Oil & Gas                                52,200        978,750
Mesa Incorporated+                            303,000      1,477,125
Murphy Oil Corp.                               12,500        531,250
Oryx Energy Co.+                              300,000      3,562,500
Parker & Parsley Petroleum Co.                 62,700      1,285,350
Seagull Energy Corp.+                         121,800      2,329,425
                                                        ------------
                                                          13,115,150
- ---------------------------------------------------
FINANCIAL SERVICES (5.0%)
American Express Co.                          125,000      3,687,500
Dean Witter Discover & Co.                    188,300      6,378,663
Financial Security Assurance Holdings
  Ltd.                                         94,700      1,988,700
ITT Corp.                                      49,200      4,360,350
Safecard Services, Inc.                       225,000      4,246,875
                                                        ------------
                                                          20,662,088
- ---------------------------------------------------
FOOD/DRUG RETAIL (0.5%)
Rite Aid Corp.                                 91,000      2,127,125
- ---------------------------------------------------
FOODS (0.2%)
Universal Foods Corp.                          36,800      1,012,000
- ---------------------------------------------------
FOREST PRODUCTS (1.5%)
Mead Corp.                                    125,000      6,078,125
- ---------------------------------------------------
HOSPITAL MANAGEMENT (4.8%)
Community Health Systems+                     200,000      5,450,000
Healthtrust, Inc.+                            250,100      7,940,675
National Medical Enterprises+                 480,000      6,780,000
                                                        ------------
                                                          20,170,675
- ---------------------------------------------------
</TABLE>

                                       7
<PAGE>
                         FINANCIAL STATEMENTS OF VCA-2

                   STATEMENT OF NET ASSETS DECEMBER 31, 1994
<TABLE>
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2]                            SHARES  MARKET VALUE
- --------------------------------------------------------------------
<S>                                       <C>           <C>
HOUSING RELATED (3.4%)
Leggett & Platt, Inc.                          43,700   $  1,529,500
Mueller Industries, Inc.+                     141,400      4,224,325
Owens Corning Fiberglass Corp. (New)+         135,300      4,312,687
Ply-Gem Industries, Inc.                      216,900      4,148,213
                                                        ------------
                                                          14,214,725
- ---------------------------------------------------
INSURANCE (7.1%)
Emphesys Financial Group                       86,600      2,749,550
Equitable of Iowa Companies                   240,000      6,780,000
Life Reinsurance Corp.                         71,700      1,263,712
NAC Re Corp.                                   40,000      1,340,000
National Re Corp.                             103,000      2,703,750
Provident Life & Accident Insurance
  (Class 'B' Stock)                           132,200      2,875,350
Reinsurance Group of America                   52,100      1,282,963
TIG Holdings, Inc.                            150,000      2,812,500
Trenwick Group, Inc.                           60,000      2,542,500
Western National Corp.                        277,600      3,574,100
W. R. Berkley Corp.                            42,000      1,575,000
                                                        ------------
                                                          29,499,425
- ---------------------------------------------------
INTEGRATED PRODUCERS (1.3%)
Societe Nat Elf Aquitane (ADRs)+              150,000      5,287,500
- ---------------------------------------------------
LODGING/GAMING (1.2%)
Caesars World, Inc.+                           73,600      4,912,800
- ---------------------------------------------------
MACHINERY (6.2%)
Applied Power Co. (Class 'A' Stock)           180,000      4,567,500
Donaldson Co., Inc.                           220,000      5,255,932
Idex Corp.+                                    90,000      3,802,500
Indresco, Inc.+                               296,700      4,227,975
Kaydon Corp.                                  106,400      2,553,600
Parker-Hannifan Corp.                          25,700      1,169,350
Regal Beloit Corp.                            307,900      4,195,137
                                                        ------------
                                                          25,771,994
- ---------------------------------------------------
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2]                            SHARES  MARKET VALUE
- --------------------------------------------------------------------
<S>                                       <C>           <C>
MEDIA (9.7%)
American Publishing Co. (Class 'A'
  Stock)                                      218,300   $  2,401,300
Central Newspapers (Class 'A' Stock)           65,300      1,836,562
Comcast Corp. (Class 'A' Stock)               180,000      2,767,500
Comcast Corp. Special (Class 'A' Stock)        90,000      1,411,875
Harcourt General, Inc.                         68,800      2,425,200
Lee Enterprises                               114,500      3,950,250
Pulitzer Publishing Co.                        44,600      1,789,575
Scripps (EW) Co. (Class 'A' Stock)             80,000      2,420,000
T C A Cable TV, Inc.                          120,000      2,610,000
Tele-Communications, Inc. (New) (Class
  'A' Stock)+                                 240,000      5,220,000
Time Warner, Inc.                             206,900      7,267,362
Times Mirror Co. Ser A                        115,700      3,630,088
Western Publishing Group, Inc.+               296,100      2,812,950
                                                        ------------
                                                          40,542,662
- ---------------------------------------------------
MISCELLANEOUS-INDUSTRIAL (8.9%)
Ametek, Inc.                                  227,800      3,844,125
Coltec Industries, Inc.+                      105,300      1,803,262
Danaher Corp.                                  65,500      3,422,375
Itel Corp. (New)+                              64,900      2,247,162
Jason, Inc.+                                  285,400      2,568,600
Mark IV Industries, Inc.                      204,000      4,029,000
Material Sciences Corp.+                      262,500      4,167,188
Pentair, Inc.                                 124,300      5,313,825
Rockwell International Corp.                   64,000      2,288,000
Varlen Corp.                                  150,000      3,900,000
Wolverine Tube, Inc.+                         138,500      3,289,375
                                                        ------------
                                                          36,872,912
- ---------------------------------------------------
MONEY CENTER BANKS (1.2%)
First Interstate Bancorp                       75,000      5,071,875
- ---------------------------------------------------
RAILROADS (2.4%)
Chicago & Northwestern Transp.+               110,000      2,145,000
Greenbrier Companies, Inc.                    231,200      3,814,800
Illinois Central Corp.                        124,500      3,828,375
                                                        ------------
                                                           9,788,175
- ---------------------------------------------------
REGIONAL BANKS (6.7%)
Cullen Frost Bankers, Inc.                    150,000      4,631,250
First Bank System Inc.                        187,310      6,219,273
Keycorp (New)                                 241,000      6,025,000
Norwest Corp.                                 328,500      7,678,687
Summit Bancorp                                173,360      3,358,850
                                                        ------------
                                                          27,913,060
- ---------------------------------------------------
</TABLE>

                                       8
<PAGE>
                         FINANCIAL STATEMENTS OF VCA-2

                   STATEMENT OF NET ASSETS DECEMBER 31, 1994
<TABLE>
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2]                            SHARES  MARKET VALUE
- --------------------------------------------------------------------
<S>                                       <C>           <C>
RESTAURANTS (1.7%)
CKE Restaurants, Inc.                          99,300   $    682,688
Morrison Restaurants, Inc.                     66,600      1,631,700
Sbarro, Inc.                                  187,500      4,875,000
                                                        ------------
                                                           7,189,388
- ---------------------------------------------------
RETAIL (1.1%)
Ethan Allen Interiors, Inc.+                   70,800      1,716,900
Haverty Furniture, Inc.                       100,500      1,180,875
K Mart Corp.                                  128,900      1,675,700
                                                        ------------
                                                           4,573,475
- ---------------------------------------------------
SPECIALTY CHEMICALS (3.0%)
Ferro Corp.                                   227,400      5,429,175
M.A. Hanna Co.                                144,100      3,422,375
OM Group, Inc.                                151,000      3,624,000
                                                        ------------
                                                          12,475,550
- ---------------------------------------------------
TELECOMMUNICATION SERVICES (3.5%)
Airtouch Communications, Inc.+                 65,000      1,893,125
Century Telephone Enterprises, Inc.           150,000      4,425,000
MCI Communications Corp.                      217,700      4,000,238
Rochester Telephone Corp.                     200,000      4,225,000
                                                        ------------
                                                          14,543,363
- ---------------------------------------------------
TEXTILES/APPAREL (1.3%)
Interco, Inc.+                                306,600      2,069,550
Paxar Corp.+                                  343,750      3,437,500
                                                        ------------
                                                           5,507,050
- ---------------------------------------------------
TRUCKING/SHIPPING (0.5%)
Ryder System, Inc.                             90,000      1,980,000
- ---------------------------------------------------
TOTAL COMMON STOCK INVESTMENTS (99.6%)
(Cost: $365,724,336)                                    $414,115,855
<CAPTION>
- ---------------------------------------------------

SHORT-TERM                                 PRINCIPAL
INVESTMENTS [NOTE 2]                         AMOUNT        VALUE
- --------------------------------------------------------------------
<S>                                       <C>           <C>
Bell Atlantic Network Funding Corp.,
  6.00%
  Loan Participation, Due 01/03/95        $ 2,902,000   $  2,902,000
- ---------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (0.7%)
(Cost: $2,902,000)                                      $  2,902,000
- ---------------------------------------------------
TOTAL INVESTMENTS (100.3%)
(Cost: $368,626,336)                                    $417,017,855
- ---------------------------------------------------
OTHER ASSETS, LESS LIABILITIES
  Bank Overdraft                                        $ (1,998,081)
  Dividends and Interest Receivable                          334,101
  Receivables for Investments Sold                            16,932
  Payables for Investments Purchased                        (502,931)
  Pending Transfers                                        1,011,360
- ---------------------------------------------------
TOTAL OTHER ASSETS, LESS
  LIABILITIES (-0.3%)                                   $ (1,138,619)
- ---------------------------------------------------
NET  ASSETS  (100.0%)                                   $415,879,236
- ---------------------------------------------------
NET ASSETS, REPRESENTING:
  Equity of Participants
    32,623,680 Accumulation Units at an
    Accumulation Unit Value of
    $11.9932 (rounded)                 $391,261,951
  Equity of Annuitants                                    21,164,456
  Equity of The Prudential Insurance
    Company of America                                     3,452,829
- ---------------------------------------------------
                                                        $415,879,236
- --------------------------------------------------------------------
- --------------------------------------------------------------------
</TABLE>

The following abbreviations are used in portfolio descriptions:

     ADR  American Depository Receipts
     PLC  Public Limited Company

+Non income producing securities

                       SEE NOTES TO FINANCIAL STATEMENTS

                                       9
<PAGE>
                         FINANCIAL STATEMENTS OF VCA-2

                            STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31                                                                             1994
- ------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>
INVESTMENT INCOME [NOTE 2]
  Dividends                                                                                   $    6,498,407
  Interest                                                                                           307,902
- ------------------------------------------------------------------------------------------------------------
                                                                                                   6,806,309
EXPENSES [NOTE 3]
  Fees Charged to Participants for Investment Management Services                                    544,330
  Fees Charged to Participants (other than Annuitants) for Assuming Mortality and Expense
    Risks                                                                                          1,540,861
- ------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME--NET                                                                             4,721,118
- ------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS--NET
  Realized Gain on Investments--Net                                                               35,115,467
  Unrealized Decrease in Value of Investments--Net                                               (45,435,899)
- ------------------------------------------------------------------------------------------------------------
NET LOSS ON INVESTMENTS                                                                          (10,320,432)
- ------------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                                          $   (5,599,314)
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>

                      STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31                                              1994                  1993
- -------------------------------------------------------------------------------------------------------
<S>                                                           <C>                  <C>
OPERATIONS
  Investment Income--Net                                      $        4,721,118   $          8,014,542
  Realized Gain on Investments--Net                                   35,115,467             40,030,376
  Unrealized Increase/(Decrease) in Value of
    Investments--Net                                                 (45,435,899)            35,197,371
- -------------------------------------------------------------------------------------------------------
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS                                                          (5,599,314)            83,242,289
- -------------------------------------------------------------------------------------------------------
CAPITAL TRANSACTIONS
  Purchase Payments and Transfers In [Note 3]                         18,494,103             15,597,429
  Withdrawals and Transfers Out                                      (22,143,730)           (16,927,292)
  Annual Administration Charges Deducted From Participants'
    Accumulation
    Accounts [Note 3]                                                    (42,008)               (42,616)
  Mortality & Expense Risk Charges Deducted From Annuitants'
    Accounts [Note 3]                                                    (92,130)               (95,183)
  Variable Annuity Payments                                           (2,855,584)            (2,749,317)
- -------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS
  RESULTING FROM CAPITAL TRANSACTIONS                                 (6,639,349)            (4,216,979)
- -------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS
  RESULTING FROM SURPLUS TRANSFERS [NOTE 6]                              (13,605)            (7,513,535)
- -------------------------------------------------------------------------------------------------------
TOTAL INCREASE/(DECREASE)IN NET ASSETS                               (12,252,268)            71,511,775
  NET ASSETS
    Beginning of Year                                                428,131,504            356,619,729
- -------------------------------------------------------------------------------------------------------
    End of Year                                               $      415,879,236   $        428,131,504
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

                                       10
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-2
YEARS ENDED DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------

NOTE 1:  GENERAL

         The  Prudential Variable Contract Account-2  (VCA-2 or the Account) was
         established  by  The  Prudential  Insurance  Company  of  America  (The
         Prudential) under the laws of the State of New Jersey and is registered
         as  an open-end,  diversified management  investment company  under the
         Investment Company Act of 1940, as amended. VCA-2 has been designed for
         use by public  school systems and  certain tax-exempt organizations  to
         provide   for  the  purchase  and   payment  of  tax-deferred  variable
         annuities. Its investments are composed primarily of common stocks. All
         contractual and other obligations arising under contracts participating
         in VCA-2 are general corporate obligations of The Prudential,  although
         Participants' payments from the Account will depend upon the investment
         experience of the Account.

NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A. INVESTMENTS

         EQUITY SECURITIES

         The  value of securities (except convertible  bonds) held in VCA-2 will
         be determined once  daily as of  5:00 P.M., New  York time  ("Valuation
         Time") using composite pricing which reflects prices as of the close of
         business  on all  major exchanges,  on each day  on which  the New York
         Stock Exchange ("NYSE") is open for trading and, as provided below,  on
         any other day in which there is sufficient trading in VCA-2's portfolio
         securities  to result in a material change in the value of the Account.
         A security that  is traded on  a national securities  exchange will  be
         valued  at the last sale price for  such security on any major exchange
         on which  such security  is traded  as of  Valuation Time,  or, in  the
         absence  of recorded sales  on such exchange on  the valuation date, at
         the average of readily available bid and asked prices on such  exchange
         at the Valuation Time. Any security not traded on a national securities
         exchange but traded in the over-the-counter market for which quotations
         are   furnished  through  the  nationwide  automated  quotation  system
         approved by  the  National  Association  of  Securities  Dealers,  Inc.
         ("NASDAQ")  will  be valued  based on  the  last sale  price as  of the
         Valuation Time on each day on which  the NYSE is open for trading,  or,
         in the absence of recorded sales on such day, at the average of readily
         available  bid  and  asked  prices, as  established  by  NASDAQ  at the
         Valuation Time. Unlisted securities not quoted on NASDAQ are valued  at
         the  average of the quoted bid and asked prices in the over-the-counter
         market at the  Valuation Time.  Portfolio securities  for which  market
         quotations  are not readily  available will be valued  at fair value as
         determined  in  good  faith  under  the  direction  of  the   Account's
         Committee.

         FIXED INCOME SECURITIES

         Fixed income securities including convertible bonds are valued based on
         prices  provided by  an industry-recognized  pricing service  when such
         prices  are  believed  to  reflect  the  fair  market  value  of   such
         securities.  Fixed  income securities  including convertible  bonds not
         priced in this manner are valued at  the mean of the last reported  bid
         and  asked prices  provided by  principal market  makers and recognized
         securities dealers in such securities.

         SHORT-TERM INVESTMENTS

         Short-term investments  having maturities  of sixty  days or  less  are
         valued  at amortized  cost, which approximates  market value. Amortized
         cost is computed using the cost  on the date of purchase, adjusted  for
         constant accrual of discount or amortization of premium to maturity.

         B. INCOME RECOGNITION

         Income  and realized and unrealized gains and losses on investments are
         allocated to the Participants (including Annuitants) and The Prudential
         on a daily basis in proportion  to their respective equities in  VCA-2.
         Realized  gains and losses from  equity transactions are determined and
         accounted for on the basis of  average cost. Realized gains and  losses
         from  convertible bond transactions are determined and accounted for on
         the basis  of  identified cost.  Dividend  income is  recorded  on  the
         ex-dividend  date  at the  declared value.  Interest income  is accrued
         daily. Equity and long-term bond transactions are recorded on the first
         business day following the trade date, except that transactions on  the
         last  business day  of the year  are recorded on  that date. Short-term
         security transactions are recorded on the trade date.

                                       11
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-2
YEARS ENDED DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------

         C. TAXES

         The operations of VCA-2 are part of, and are taxed with, the operations
         of The Prudential. Under the current provisions of the Internal Revenue
         Code, The Prudential does not expect  to incur federal income taxes  on
         earnings  of VCA-2  to the extent  the earnings are  credited under the
         Contracts. As a result, the Unit Value of VCA-2 has not been reduced by
         federal income taxes.

         D. EQUITY OF ANNUITANTS

         Reserves are computed for purchased annuities using The Prudential 1950
         Group Annuity Valuation (GAV) Table, adjusted, and a valuation interest
         rate related  to the  Assumed Investment  Result (AIR).  The  valuation
         interest rate is equal to the AIR less .5% which is a charge defined in
         Note 3A. The AIRs are selected by the Contract-holder and are described
         in the prospectus.

NOTE 3:  CHARGES

         A.  The  expenses charged  to VCA-2  consist of  the following contract
             charges which are paid to The Prudential:

              (i)  An investment  management  fee  is  calculated  daily  at  an
                   effective  annual rate of 0.125% of  the current value of the
                   accounts  of   Participants  (other   than  Annuitants).   An
                   equivalent  charge is made monthly  in determining the amount
                   of Annuitants' payments.

             (ii)  A daily charge  for assuming mortality  and expense risks  is
                   calculated  at  an effective  annual  rate of  0.375%  of the
                   current value  of the  accounts of  Participants (other  than
                   Annuitants).  A one-time  equivalent charge  is deducted when
                   the initial  Annuity  Units for  Annuitants  are  determined.
                   Thus,  the first and subsequent  annuity payments reflect the
                   reduced number of Annuity Units.

         B.  An annual administration charge  is deducted from the  accumulation
             account  of each Participant at the time of withdrawal of the value
             of all  of  the  Participant's  accounts  or  at  the  end  of  the
             accounting  year by  cancelling Accumulation  Units. This deduction
             may be made from a fixed-dollar annuity contract if the Participant
             is enrolled under such a contract.  The charge is not greater  than
             $60  in a Participant's first year of coverage and not greater than
             $30 annually thereafter.

         C.  A deduction of 2.5% for sales and other marketing expenses is  made
             from each Participant's purchase payments.

NOTE 4:  PURCHASES AND SALES OF PORTFOLIO SECURITIES

         For  the year ended December 31, 1994, excluding short-term investments
         and U.S. government securities, the aggregate cost of purchases and the
         proceeds from sales of  securities were $157,752,797 and  $153,958,850,
         respectively.

NOTE 5:  UNIT TRANSACTIONS

         The  number of  Accumulation Units  issued and  redeemed for  the years
         ended December 31, 1994 and 1993 is as follows:

<TABLE>
               <S>                   <C>         <C>
                                        1994        1993
               --------------------------------------------
               Units issued           1,540,899   1,419,600
               --------------------------------------------
               Units redeemed         1,885,478   1,597,909
               --------------------------------------------
</TABLE>

NOTE 6:  NET DECREASE IN NET ASSETS RESULTING FROM SURPLUS TRANSFERS

         The decrease in net assets resulting from surplus transfers  represents
         the net withdrawals from the Equity of The Prudential from VCA-2.

NOTE 7:  RELATED PARTY TRANSACTIONS

         For   the  year   ended  December   31,  1994,   Prudential  Securities
         Incorporated, an indirect, wholly-owned  subsidiary of The  Prudential,
         earned  $5,851  in  brokerage commissions  from  portfolio transactions
         executed on behalf of VCA-2.

                                       12


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