INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
- ------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or Rule
14a-6(i)(2).
/ / $500 per each party per Exchange Act Rule 14a-6(i)(3), or Rule
14a-6(i)(2).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Prudential's Investment Plan Account
Prudential's Annuity Plan Account
Prudential's Annuity Plan Account-2
Box 59
Minneapolis, MN 55440-8757
Dear Planholder:
Prudential's Gibraltar Fund will hold its annual meeting of stockholders in the
offices of The Prudential Insurance Company of America, Prudential Plaza, 745
Broad Street, Newark, New Jersey, on Tuesday, September 26, 1995, at 9:00 a.m.
E.D.T.
You, as a Planholder under a Systematic Investment Plan or a Variable Annuity
Contract that participates in one of the Accounts of the Prudential Financial
Security Program named above, are entitled to instruct The Prudential how to
vote a number of shares of the Common Stock of the Fund related to your interest
in the Accounts as of the close of business on July 28, 1995. The attached
Notice and Statement Concerning the Annual Meeting of Stockholders of
Prudential's Gibraltar Fund set forth the matters to be considered at the
meeting.
Please take a few minutes to consider these matters and then exercise your right
to give your instructions by completing, dating and signing the enclosed voting
instruction form. Included is a self-addressed and postage-paid envelope for
your convenience. In order to be given effect, your voting instructions must be
received not later than Friday, September 22, 1995.
I wish to thank you in advance for taking this opportunity to give us your
instructions in conduct of our Program.
Sincerely yours,
ROBERT P. HILL
--------------------------
Robert P. Hill
Executive Vice President
Individual Insurance
August 14, 1995
<PAGE>
PRUDENTIAL'S GIBRALTAR FUND
Box 59
Minneapolis, MN 55440-8757
Notice of Annual Meeting of
Stockholders of the Fund--September 26, 1995
The annual meeting of stockholders of Prudential's Gibraltar Fund will be held
in offices of The Prudential Insurance Company of America, Prudential Plaza, 745
Broad Street, Newark, New Jersey, on Tuesday, September 26, 1995 at 9:00 a.m.
E.D.T. for the following purposes:
1. To elect a Board of five directors, each of whom shall hold office until
the next annual meeting of stockholders and until a successor is duly
elected and qualified;
2. To ratify or reject the selection of Deloitte & Touche as independent
public accountant for the Fund until the next annual meeting of
stockholders; and
3. To transact such other business as may properly come before the meeting.
By order of the Board of Directors.
THOMAS CASTANO
----------------------
Thomas Castano
Secretary
<PAGE>
STATEMENT CONCERNING THE
ANNUAL MEETING OF STOCKHOLDERS OF
PRUDENTIAL'S GIBRALTAR FUND
September 26, 1995
The Prudential Insurance Company of America (The Prudential) and the Board of
Directors of Prudential's Gibraltar Fund (Fund) are hereby soliciting voting
instructions for the annual meeting of stockholders of the Fund to be held on
September 26, 1995, and at any and all adjournments thereof. The approximate
date on which this statement and the voting instruction form will first be sent
to Planholders is August 14, 1994.
There are 24,062,256 votes eligible to be cast at the meeting, representing the
number of shares of Common Stock of the Fund held as of the close of business on
July 28, 1995, in Prudential's Investment Plan Account, Prudential's Annuity
Plan Account and Prudential's Annuity Plan Account-2 (Accounts) of the
Prudential Financial Security Program as the result of the sale of Systematic
Investment Plans and Variable Annuity Contracts by The Prudential. Shares of
Common Stock are held by the Accounts as follows: Prudential's Investment Plan
Account 19,264,266 shares: Prudential's Annuity Plan Account 234,102 shares; and
Prudential's Annuity Plan Account-2 4,638,125 shares.
Each Planholder of a Systematic Investment Plan or Variable Annuity Contract
issued in connection with the Accounts is entitled to have the number of Fund
shares related to his or her interest in the Accounts voted in accordance with
his or her instructions. If a Planholder submits a properly executed voting
instruction form but omits instructions with respect to any item or items, The
Prudential will vote the appropriate number of Fund shares as if such Planholder
had given instructions to vote for approval of such item or items. The
Prudential will vote Fund shares held in each Account for which it does not
receive properly executed instruction forms in the same proportion as it votes
Fund shares held in that Account for which it does receive such forms.
Voting instructions, in order to be effective, must be received by The
Prudential prior to the close of business on September 22, 1995. Such
instructions may be revoked provided written notice of revocation is received by
The Prudential at Box 59, Minneapolis, MN 55440-875, prior to the close of
business on September 22, 1995. This solicitation is being made by mail, but it
may also be by telephone or personal interview. The Prudential will bear the
cost.
1. ELECTION OF DIRECTORS
The By-laws of the Fund authorize the Board of Directors to establish the number
of directors at not less than three, nor more than nine. The Board has been
established at five members, and these are elected annually by stockholders.
Each director serves until the next annual meeting of stockholders or until a
successor is duly elected and qualified, or until earlier death, resignation or
removal. The Board held three meetings during 1994.
The voting instruction form provides that unless The Prudential is directed
otherwise, a properly executed form will be voted for election of the persons
listed below, all whom have agreed to serve if elected. None of the nominees are
the record or beneficial owner of any interest in any separate account of The
Prudential which holds Fund shares. Messrs. Hill, Caulfield, Fenster, McDonald
and Weber serve on the Board of Directors of The Prudential Series Fund, Inc.
Messrs. Fenster, McDonald and Weber are also members of the Committee for The
Prudential Variable Contract Account-2. Furthermore, Messrs. Fenster and Weber
also serve as members of the Committee for The Prudential Variable Contract
Account-10. Messrs. McDonald and Weber serve as members of the Committee for The
Prudential Variable Contract Account-11. All of the above are registered
investment companies for which The Prudential is the investment advisor. The
nominees are:
1
<PAGE>
<TABLE>
<CAPTION>
Nominee and Other
Position with the Fund Period of Service
If Any Principal Occupation for the Last Five Years as Director
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert P. Hill* Executive Vice President, Individual Insurance of September, 1985
Chairman of the Board The Prudential since 1990; prior to 1990: to date
(age 54) Senior Vice President and Actuary of The
Prudential.
Michael Caufield* President of Prudential Preferred Services September, 1993
President Company since 1993; prior to 1993: President to date
(age 48) of Prudential Property and Casualty Insurance
Company.
Saul K. Fenster President of New Jersey Institute of Technology. September, 1985
(age 62) to date
W. Scott McDonald, Jr. Executive Vice President of Fairleigh Dickinson September, 1985
(age 58) University since 1991; prior to 1991: Executive to date
Vice President of Drew University.
Joseph Weber Vice President, Interclass (international corporate September, 1985
(age 71) learning) since 1990; 1988 to 1990: President, to date
Alliance for Learning; prior to 1988:
Consultant and former Vice President
and Director of Hoffmann-LaRoche, Inc.
(pharmaceuticals).
<FN>
- ------------
* Mr. Hill and Mr. Caulfield are interested persons of The Prudential, its
affiliates and the Fund, as that term is defined in the Investment Company
Act of 1940 (1940 Act), because they are officers and/or affiliated persons
of The Prudential, the investment advisor to the Fund. The duties of Mr.
Hill and Mr. Caulfield include overall responsibility for the development,
introduction and ongoing administration of individual type products
established by The Prudential and its subsidiaries.
Certain actions of the Board, including the annual continuance of the
Investment Advisory Contract between the Fund and The Prudential, must be
approved by a majority of the members of the Board who are not interested
persons of The Prudential, its affiliates or the Fund. Messrs. Fenster,
McDonald and Weber are not interested persons of The Prudential, its
affiliates or the Fund. However, Mr. Fenster is associated with companies
which maintain various business relationships with The Prudential. Mr.
Fenster is President of the New Jersey Institute of Technology. The
Prudential has issued a group annuity contract to the Institute and
provides group life and group health insurance to its employees.
If any nominee should not be able to serve as a director, or for good cause
will not serve, The Prudential will vote for the election of such other
persons as it may nominate. The Board has no standing audit, nominating or
compensation committees, nor are there any other committees performing
similar functions, but see 2. RATIFICATION OR REJECTION OF SELECTION OF
AUDITORS on page 8.
</FN>
</TABLE>
Remuneration of Directors and Officers
In 1994, directors' fees totaling $8,400 in the aggregate were paid to Messrs.
Fenster, McDonald and Weber by the Fund pursuant to terms of the Investment
Advisory Contract. In addition, Messrs. Fenster, McDonald and Weber also receive
fees for serving as directors of other investment companies as noted above.
No director or officer of the Fund who is also an officer, director or employee
of The Prudential or its subsidiaries receives any additional remuneration for
his or her services to the Fund. In addition to Mr. Hill and Mr. Caulfield,
mentioned above, the following are officers of the Fund:
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<PAGE>
<TABLE>
<CAPTION>
Name and Position with the Fund Principal Occupation for the Last Five Years
- ---------------------------------------------------------------------------------------------------------
<S> <C>
Stephen P. Tooley VP and Comptroller of Prudential Insurance & Financial Services;
Comptroller since 9/01/93 Services; prior to 1993: Director, Financial Analysis of
(age 42) The Prudential since 1990; prior to 1990: Director,
Accounting of The Prudential.
Thomas C. Castano Assistant General Counsel of The Prudential.
Secretary and Treasurer
since 9/9/92
(age 48)
</TABLE>
About The Prudential
The Prudential, founded in 1875 under the laws of New Jersey, is the largest
insurance company in the United States. It had total consolidated assets at the
end of the 1994 of over $212 billion. It is subject to regulation by the
Department of Insurance of the State of New Jersey as well as by the insurance
departments of all the other states and jurisdictions in which it does business.
The Prudential is registered both as a broker-dealer under the Securities
Exchange Act of 1934 and as an investment advisor under the Investment Advisers
Act of 1940. The Prudential's principal business address is Prudential Plaza,
Newark, New Jersey 07102-3777.
Distribution Arrangements
The Prudential is the investment advisor to the Fund. Prior to May 1, 1990, The
Prudential was also deemed to be the principal underwriter of the Fund. On March
22, 1990, the Board of Directors of the Fund, including all of the Directors who
are not interested parties of the Fund, considered and determined that the
principal underwriter of the Fund should be changed to Pruco Securities
Corporation (Prusec), 1111 Durham Avenue, South Plainfield, New Jersey 07080.
Prusec, an indirect wholly-owned subsidiary of The Prudential, acts as principal
underwriter of the Fund's shares pursuant to a Distribution Agreement with the
Fund dated May 1, 1990. Fund shares are currently sold, through Prusec, only to
three separate accounts of The Prudential: Prudential's Investment Plan Account,
Prudential's Annuity Plan Account and Prudential's Annuity Plan Account-2 which
use the Fund as the investment medium for the proceeds of sale of Systematic
Investment Plan Contracts and Variable Annuity Contracts of the Prudential
Financial Security Program. Prusec receives no fees or brokerage commissions
from the Fund in its capacity as principal underwriter or otherwise.
Certain information regarding the directors and principal executive officers of
Prusec is set forth below:
Name Title
- --------------------------------------------------------------------------------
James Tignanelli Director and Chairman
Clifford E. Kirsch Chief Legal Officer
Deborah Dente Chief Financial Officer
Stephen P. Tooley Vice President and Comptroller
Michael R. Shapiro Vice President
Thomas C. Castano Secretary
Robert P. Hill Director
Thomas Croswell Director
Joseph Mahoney Director
Ira J. Kleinman Director
E. Michael Caufield Director
Unless otherwise indicated, business addresses for all of the officers and
directors listed above are that of The Prudential Insurance Company of America,
located at Prudential Plaza, Newark, New Jersey 07102-3777.
Investment Advisory Contract
On May 28, 1968, the Fund entered into an Investment Advisory Contract
(Contract) with The Prudential. Pursuant to the terms of the Contract, The
Prudential, subject to the direction and approval of the Board of Directors of
the Fund, manages the investment operations of the Fund and the composition of
its portfolio
3
<PAGE>
in a manner consistent with the investment objectives and policies as stated in
the Fund's Charter of Incorporation, By-laws, Prospectus, and in resolutions
adopted by the Fund's Board.
The Contract was approved by the stockholders of the Fund at the annual meeting
held on May 21, 1970. The Board of Directors approved the annual continuance of
the Contract by unanimous vote of those directors attending the meeting at which
the vote was taken in each subsequent year, and most recently for 1995 at a
meeting held on February 28, 1995.
The Prudential receives an investment management fee as compensation for its
services to the Fund. The fee is a daily charge equal to an annual rate of
0.125% (1/8th of 1%) of the daily closing value of the Fund's net assets. For
the years 1994 and 1993, The Prudential received a total of $318,934 and
$316,383 respectively, in investment management fees for the Fund. Under the
Contract, the Fund pays The Prudential the investment management fee to The
Prudential on a quarterly basis.
The Contract also grants the Fund a royalty-free, non-exclusive license to use
the words "Prudential's Gibraltar" and the design of a rock representing the
Rock of Gibraltar. However, The Prudential may terminate this license if The
Prudential or a company controlled by it ceases to be the Fund's investment
advisor. The Prudential may also terminate the license for any other reason upon
60 days' written notice; but, in this event, the Contract shall also terminate
120 days' following receipt by the Fund of such notice, unless a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act) vote to
continue the Contract notwithstanding termination of the license.
A separate Administrative Services Agreement between The Prudential and the Fund
provides that, so long as Fund shares are sold only to The Prudential, its
separate accounts or organizations approved by it, The Prudential will pay all
expenses of the Fund not covered by the Investment Advisory Contract, with the
exception of the fees and expenses of nonaffiliated directors, brokers'
commissions, transfer taxes and other charges and fees directly attributable to
investment transactions, and any applicable federal, state and local taxes.
Subject to The Prudential's supervision, substantially all of the services
required by The Prudential under the Contract are furnished by The Prudential
Investment Corporation (PIC), its wholly-owned subsidiary, pursuant to a Service
Agreement between them. This Service Agreement was approved by the stockholders
of the Fund at the annual meeting held on September 27, 1985. The Board of
Directors approved the annual continuance of the Service Agreement by unanimous
vote of those directors attending the meeting at which the vote was taken in
each subsequent year, and most recently for 1995 at a meeting held on February
28, 1995.
Portfolio Brokerage and Related Practices
The Prudential is responsible for decisions to buy and sell securities for the
Fund, the selection of brokers and dealers to effect the transactions and the
negotiation of brokerage commissions, if any. Transactions on a stock exchange
in equity securities will be executed primarily through brokers that will
receive a commission paid by the Fund. Fixed income securities, on the other
hand, as well as equity securities traded in the over-the-counter market, will
not normally incur any brokerage commissions. These securities are generally
traded on a "net" basis with dealers acting as principals for their own accounts
without a stated commission, although the price of the security usually includes
a profit to the dealer. In underwritten offerings, securities are purchased at a
fixed price that includes an amount of compensation to the underwriter,
generally referred to as the underwriter's concession or discount. Certain of
these securities may also be purchased directly from an issuer, in which case
neither commissions nor discounts are paid.
In placing orders for securities transactions, primary consideration is given to
obtaining the most favorable price and efficient execution. An attempt is made
to effect each transaction at a price and commission, if any, that provides the
most favorable total cost or proceeds reasonably attainable in the
circumstances. However, a higher commission than would otherwise be necessary
for a particular transaction may be paid if to do so appears to further the goal
of obtaining the best available execution.
In connection with any securities transaction that involves a commission
payment, the commission is negotiated with the broker on the basis of the
quality and quantity of execution services that the broker provides, in light of
generally prevailing commission rates. Periodically, The Prudential and PIC
review the allocation among brokers of orders for equity securities and the
commissions that were paid.
4
<PAGE>
When selecting a broker or dealer in connection with a transaction for any
portfolio, consideration is given to whether the broker or dealer has furnished
The Prudential or PIC with certain services, provided this does not jeopardize
the objective of obtaining the best price and execution. These services, which
include statistical and economic data and research reports on particular
companies and industries, are services that brokerage houses customarily provide
to institutional investors. The Prudential or PIC use these services in
connection with all investment activities, and some of the data or services
obtained in connection with the execution of transactions for the Fund may be
used in connection with the execution of transactions for other investment
accounts.
Conversely, brokers and dealers furnishing such services may be selected for the
execution of transactions of such other accounts, while the data or service may
be used in providing investment management for the Fund. Although The
Prudential's present policy is not to permit higher commissions to be paid on
transactions in order to secure research and statistical services from brokers,
The Prudential might in the future authorize the payment of higher commissions,
but only with the prior concurrence of the Board of Directors of the Fund, if it
is determined that the higher commissions are necessary in order to secure
desired research and are reasonable in relation to all of the services that the
broker provides.
When investment opportunities arise that may be appropriate for more than one
entity for which The Prudential serves as investment manager or advisor, one
entity will not be favored over another and allocation of investments among them
will be made in an impartial manner believed to be equitable to each entity
involved. The allocations will be based on each entity's investment objectives
and its current cash and investment positions. Because the various entities for
which The Prudential acts as investment manager or advisor have different
investment objectives and positions, from time to time a particular security may
be purchased for one or more such entities while at the same time such
securities may be sold for another.
Prudential Securities Incorporated (Prudential Securities) may act as a
securities broker for the Fund. In order for Prudential Securities to effect any
portfolio transactions for the Fund, the commissions, fees or other remuneration
received by Prudential Securities must be reasonable and fair compared to the
commissions, fees or other remunerations paid to other brokers in connection
with comparable transactions involving similar securities being purchased or
sold on an exchange during a comparable period of time. This standard would
allow Prudential Securities to receive no more than the remuneration that would
be expected to be received by an unaffiliated broker in a commensurate
arm's-length transaction. The Fund may not engage in any transactions in which
The Prudential or its affiliates, including Prudential Securities, acts as
principal, including over-the-counter purchases and negotiated trades in which
such a party acts as a principal.
The Prudential or its affiliates, including PIC, may enter into business
transactions with brokers or dealers for purposes other than the execution of
portfolio securities transactions for accounts The Prudential manages. These
other transactions will not affect the selection of brokers or dealers in
connection with portfolio transactions for the Fund.
During the calendar year 1994, $774,338 was paid to various brokers in
connection with securities transactions for the Fund. Of this amount,
approximately 74.6% was allocated to brokers who provided research and
statistical services to The Prudential. The equivalent figures for 1993 were
$666,818 and 87.6%.
Of the total brokerage fees paid by the Fund during 1994, $0 or approximately
0.0% was paid to Prudential Securities Incorporated (formerly Prudential-Bache
Securities Inc.), an affiliated broker. The equivalent figures for 1993 were
$1,200 and 0.18%.
The total portfolio turnover rate of the Fund for the years 1994 and 1993 was
93% and 92%, respectively. The Fund seeks long-term growth of capital rather
than short-term trading profits. However, during any period when changing
economic or market conditions are anticipated, successful management requires an
aggressive response to such changes, which may increase the rate of portfolio
turnover. The rate of portfolio activity will usually affect the brokerage costs
of the Fund. It is anticipated that under normal circumstances the portfolio
turnover rate would not exceed 100%.
5
<PAGE>
Principal Executive Officer and Directors of The Prudential
<TABLE>
<CAPTION>
Principal Executive Officer Principal Occupation and Address
- --------------------------- --------------------------------
<S> <C> <C>
Arthur F. Ryan** -- Chairman of the Board and Chief Executive Officer
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777
<CAPTION>
Other Directors Principal Occupation and Address
- --------------- --------------------------------
<S> <C> <C>
Frank E. Agnew -- Business Consultant
One Mellon Bank Center
Suite 2120
Pittsburgh, PA 15219
Frederic K. Becker -- Counselor at Law
Wilentz, Goldman & Spitzer (Law Firm)
90 Woodbridge Drive
Woodbridge, NJ 07905
William W. Boeschenstein -- Director
Owens-Corning Fiberglas Corporation
Fiberglas Tower
Toledo, OH 43659
Lisle C. Carter, Jr. -- Former Senior Vice President and General Counsel
United Way of America
1307 Fourth Street, S.W.
Washington, DC 20024
James G. Cullen -- President
Bell Atlantic Corporation
1301 North Court House Road, 11th floor
Alexandria, VA 22201
Carolyne K. Davis -- Health Care Advisor
Ernest & Young
1200 Nineteenth Street, N.W., 4th floor
Washington, DC 20024
Roger A. Enrico -- Vice Chairman
Pepsi Co. Worldwide Foods
7701 Legacy Drive
Plano, TX 75024
Allan D. Gilmour -- Former Vice Chairman
Ford Motor Company
Prudential Plaza
Newark, NJ 07102-3777
William H. Gray, III -- President and Chief Executive Officer
United Negro College Fund, Inc.
500 East 62nd Street
New York, NY 10021
Jon F. Hanson -- Chairman
Hampshire Management Co.
235 Moore Street, Suite 200
Hackensack, NJ 07601
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Other Directors Principal Occupation and Address
- --------------- --------------------------------
<S> <C> <C>
Constance J. Horner -- Guest Scholar
The Brookings Institution
1775 Massachusetts Avenue, N.W.
Washington, DC 20036-2188
Allen F. Jacobson -- Former Chairman of the Board and Chief Executive Officer
Miinnesota Mining & Manufacturing (3M)
3050 Minnesota World Trade Center
St. Paul, MN 55101-4901
Garnett L. Keith, Jr.** -- Vice Chairman
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777
Burton G. Malkiel -- Chemical Bank Chairman's Professor of Economics
Princeton University
Department of Economics
110 Fisher Hall, Prospect Avenue
Princeton, NJ 08544-1021
John R. Opel -- Retired Chairman of the Executive Committee
International Business Machines Corporation
590 Madison Avenue
New York, NY 10022
Charles R. Sitter -- President and Director
Exxon Corporation
225 John W. Carpenter Freeway
Irving, TX 75062
Donald L. Staheli -- Chairman and Chief Executive Officer
Continental Grain Company
277 Park Avenue
New York, NY 10172
Richard M. Thomson -- Chairman of the Board and Chief Executive Officer
The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario, M5K 1A2 Canada
P. Roy Vagelos, M.D. -- Chairman, President and Chief Executive Officer
Merck & Co., Inc.
126 Lincoln Avenue
Rahway, NJ 07065
Stanley C. Van Ness -- Counselor at Law
Picco Mack Herbert Kennedy Jaffe Parrella & Yoskin (Law Firm)
One State Street Square, Suite 1000
Trenton, NJ 08607-1388
Paul A. Volcker -- Chairman
James D. Wolfensohn, Inc.
599 Lexington Avenue
New York, NY 10022
Joseph H. Williams -- Chairman of the Board
The Williams Companies
P.O. Box 2400
Tulsa, OK 74102
- -----------
<FN>
** These Individuals are also directors of The Prudential Investment
Corporation of which Mr. Keith is President.
</TABLE>
7
<PAGE>
2. RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
The Board of Directors has reappointed Deloitte & Touche as independent auditors
of the Fund for the year ending December 31, 1995. The reappointment of Deloitte
& Touche continues a relationship that began with Touch Ross & Co. in 1968.
Deloitte & Touche serves as independent public accountant for The Prudential,
including the separate accounts of The Prudential which invest their assets in
shares of stock of the Fund. Deloitte & Touche has no direct or material
indirect financial interest in the Fund.
As noted above, the Board of the Fund has no formal audit or similar committee.
Nonetheless, those directors of the Fund who are not interested persons of the
Fund periodically meet at their discretion with representatives of Deloitte &
Touche to discuss the affairs of the Fund, most recently on February 28, 1995.
No interested person of the Fund or The Prudential is present at such meetings.
Pursuant to the 1940 Act, the decision of the Board to continue employment of
Deloitte & Touche is subject to annual ratification or rejection by stockholders
at the annual meeting. The Board recommends ratification of Deloitte & Touche as
the Fund's independent public accountant. It is anticipated that one or more
representatives of Deloite & Touche will attend this year's annual meeting, that
they will have an opportunity to make a statement if they desire to do so, and
that they will also be available to respond to appropriate questions.
3. OTHER MATTERS
The management is not currently aware of any other matters that will be
considered at the meeting. However, unless authority is withheld, The Prudential
may vote properly executed voting instructions forms in accordance with its best
judgment on any other business that properly comes before the meeting.
Note for 1996 Annual Meeting
Any proposal which a Planholder under a Systematic Investment Plan or Variable
Annuity Contract issued in connection with the Accounts of the Prudential
Financial Security Program intends to be presented at the 1996 Annual Meeting of
the Fund must be received by The Prudential at its administrative offices
located at 213 Washington Street, Newark, New Jersey 07102-2992, no later than
June 1, 1996 for possible inclusion in the STATEMENT CONCERNING THE ANNUAL
MEETING OF STOCKHOLDERS and "Voting Instruction Form" for that meeting.
8
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9
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10
