Registration No. 2-52715
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 39 to Form S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2
FOR
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PRUDENTIAL'S INVESTMENT PLAN ACCOUNT
(Exact name of trust)
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Prudential Plaza, Newark, New Jersey 07102-3777
(Name of depositor and complete address of principal executive offices)
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And Also to Form N-1A for Registration Under the
Securities Act of 1933 and Registration Statement
Under the Investment Company Act of 1940
FOR
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PRUDENTIAL'S GIBRALTAR FUND, INC.
Prudential Plaza
Newark, N.J. 07102-3777
(Exact name of co-registrant
and address of principal executive offices)
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Thomas A. Early
Secretary
Prudential's Gibraltar Fund, Inc.
The Prudential Insurance Company of America
Prudential Plaza
Newark, N.J. 07102-3777
(Name and complete address of agent for service)
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Copies to:
Caren Cunningham
Prudential Mutual Fund Management LLC
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, New Jersey 07102-4077
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It is proposed that this filing will become effective (check appropriate space):
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on May 2, 1997 pursuant to paragraph (b) of Rule 485
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(date)
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485
[ ] on pursuant to paragraph (a) of Rule 485
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(date)
<PAGE>
SYSTEMATIC INVESTMENT PLAN CONTRACTS
Cross Reference Sheet to Prospectus
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<CAPTION>
Information Required by
Item of Form N-8B-2 Location in Prospectus
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1.............. Prudential's Investment Plan and Annuity Plan Accounts
2.............. The Prudential's Administrative Role
The Contracts of the Prudential Financial Security Program
3.............. Custodian for Prudential's Investment Plan Account
4.............. The Prudential's Administrative Role
The Contracts of the Prudential Financial Security Program
5.............. Prudential's Investment Plan and Annuity Plan Accounts
6.............. Prudential's Investment Plan and Annuity Plan Accounts
Custodian for Prudential's Investment Plan Account
9.............. Not Applicable
10 (a).......... Purchase Payments and the Crediting of SIP Shares
(b).......... Distributions
Differences Under Old Form Contracts
(c).......... Not Applicable
(d).......... Liquidation (Redemption) of SIP Shares
Transferring SIP Shares
Assignment
Naming a Beneficiary
Differences Under Old Form Contracts
(e).......... Not Applicable
(f).......... Description of Fund Shares and Voting Rights
(g)-(h)...... Substitution of Fund Shares
Changing the Contract
(i).......... Purchase Payments and the Crediting of SIP Shares
Changing the Contract
Differences Under Old Form Contracts
11.............. Summary
Prudential's Investment Plan and Annuity Plan Accounts
12.............. Prudential's Gibraltar Fund, Inc.
The Prudential's Administrative Role
The Contracts of the Prudential Financial Security Program
Custodian, Transfer Agent and Dividend-Paying Agent
13.............. Summary
The Prudential's Administrative Role
Sales and Related Charges
Letter of Intent
Other Charges
Annuity Rate Protection
Custodian, Transfer Agent and Dividend-Paying Agent
Custodian for Prudential's Investment Plan Account
</TABLE>
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CROSS REFERENCE SHEET (SYSTEMATIC INVESTMENT PLAN) -- PAGE 2
<TABLE>
<CAPTION>
INFORMATION REQUIRED BY
ITEM OF FORM N-8B-2 LOCATION IN PROSPECTUS
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13 continued....... Differences Under Old Form Contracts
14................. Purchase Payments and the Crediting of SIP Shares
Differences Under Old Form Contracts
15................. Purchase Payments and the Crediting of SIP Shares
The Prudential's Administrative Role
Differences Under Old Form Contracts
16................. Prudential's Investment Plan and Annuity Plan
Accounts Redemption of Fund Shares
17................. Liquidation (Redemption) of SIP Shares Supplement
18................. Purchase Payments and the Crediting of SIP Shares
Distributions
The Prudential's Administrative Role
Financial Statements of Prudential's Annuity Plan
Account
19................. The Prudential's Administrative Role
20................. Custodian for Prudential's Investment Plan Account
21................. Not Applicable
22................. Custodian for Prudential's Investment Plan Account
23................. Directors and Officers of The Prudential
24................. Not Applicable
25................. The Contracts of the Prudential Financial Security
Program
26................. Sales and Related Charges
Other Charges
Prudential's Gibraltar Fund, Inc.
27................. The Contracts of the Prudential Financial Security
Program The Prudential as Manager of the Fund's
Investments
28................. Directors and Officers of the Prudential
29-34.............. Not Applicable
35................. Summary
37................. Not Applicable
38-39.............. The Contracts of the Prudential Financial Security
Program
40................. Sales and Related Charges
Other Charges
Prudential's Gibraltar Fund, Inc.
41................. The Contracts of the Prudential Financial Security
Program
The Prudential as Manager of the Fund's Investments
</TABLE>
<PAGE>
CROSS REFERENCE SHEET (SYSTEMATIC INVESTMENT PLAN) -- PAGE 3
INFORMATION REQUIRED BY
ITEM OF FORM N-8B-2 LOCATION IN PROSPECTUS
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42................. Directors and Officers of The Prudential
43................. Not Applicable
44................. Purchase Payments and the Crediting of SIP Shares
Sales and Related Charges
Letter of Intent
Other Charges
Differences Under Old Form Contracts
45................. Liquidation (Redemption) of SIP Shares
46................. Liquidation (Redemption) of SIP Shares
Purchase Payments and the Crediting of SIP Shares
Other Charges
Differences Under Old Form Contracts
47-50.............. Custodian for Prudential's Investment Plan Account
51................. Annuity Rate Protection
52................. Summary
Substitution of Fund Shares
53................. Federal Income Taxes
54................. Purchase Payments and the Crediting of SIP Shares
55-58.............. Not Applicable
59................. Financial Statements of Prudential's Investment Plan
Account
Financial Statements of The Prudential Insurance
Company of America
<PAGE>
PRUDENTIAL'S GIBRALTAR FUND
CROSS REFERENCE SHEET TO PROSPECTUS
<TABLE>
<CAPTION>
INFORMATION REQUIRED BY
ITEM OF FORM N-1A LOCATION IN PROSPECTUS
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<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis Summary
Fee Table
3. Condensed Financial Prudential's Gibraltar Fund, Inc. -- Financial Highlights
Information
4. General Description of Prudential's Gibraltar Fund, Inc.
Registrant Investment Policies
Restrictions on Investment
Description of Fund Shares and Voting Rights
5. Management of the Fund Directors and Officers of the Fund
Prudential's Gibraltar Fund, Inc.
The Prudential's Administrative Role
Custodian, Transfer Agent and Dividend-Paying Agent
Summary of Investment Advisory Contract
The Prudential as Manager of the Fund's Investments
Brokerage
6. Capital Stock and Other Description of Fund Shares and Voting Rights
Securities Redemption of Fund Shares
Federal Income Taxes
7. Purchase of Securities Prudential's Gibraltar Fund, Inc.
Being Offered Determination of Net Asset Value
8. Redemption or Repurchase Redemption of Fund Shares
9. Pending Legal Proceedings Not Applicable
10. Cover Page Not Applicable
11. Table of Contents Prospectus Contents
12. General Information Not Applicable
13. Investment Objective and Prudential's Gibraltar Fund, Inc.
Policies Investment Policies
Restrictions on Investment
New Jersey Investment Laws
The Prudential as Manager of the Fund's Investments
14. Management of the Fund Directors and Officers of the Fund
15. Control Persons and Prudential's Gibraltar Fund, Inc.
Principal Holders of Description of Fund Shares and Voting Rights
Securities Directors and Officers of the Fund
16. Investment Advisory and Prudential's Gibraltar Fund, Inc.
Other Services Summary of Investment Advisory Contract
The Prudential as Manager of the Fund's Investments
17. Brokerage Allocation Brokerage
</TABLE>
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CROSS REFERENCE SHEET (PRUDENTIAL'S GIBRALTAR FUND) -- PAGE 2
<TABLE>
<CAPTION>
INFORMATION REQUIRED BY
ITEM OF FORM N-1A LOCATION IN PROSPECTUS
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18. Capital Stock and Other Description of Fund Shares and Voting Rights
Securities
19. Purchase, Redemption and Prudential's Gibraltar Fund, Inc.
Pricing of Securities Determination of Net Asset Value
Being Offered Redemption of Fund Shares
Description of Fund Shares and Voting Rights
20. Tax Status Federal Income Taxes
21. Underwriters Not Applicable
22. Calculations of Yield Not Applicable
Quotations of Money
Market Funds
23. Financial Statements Financial Statements of Prudential's Gibraltar Fund, Inc.
</TABLE>
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
(PROSPECTUS INCLUDES INFORMATION REQUIRED IN PART B)
<PAGE>
PROSPECTUS
May 1, 1996
SYSTEMATIC
INVESTMENT PLAN
AND VARIABLE
ANNUITY CONTRACTS
The net proceeds derived from the sale of these Systematic Investment Plan and
Variable Annuity Contracts are allocated to Prudential's Investment Plan Account
and Prudential's Annuity Plan Account, respectively, which are variable contract
accounts of The Prudential Insurance Company of America. The assets of these
accounts are invested solely in
PRUDENTIAL'S GIBRALTAR FUND
shares of a mutual fund concerned primarily with growth of capital to an extent
compatible with a concern for its preservation. Current income is a secondary
consideration. The Fund's investment objectives are pursued primarily through
the purchase of common stocks.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
MAILING ADDRESS:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
PRUDENTIAL PLAZA
NEWARK, NEW JERSEY 07102-3777
TELEPHONE: (800) 445-4571
FSP 110 Ed 5-96
YOU ARE ADVISED TO READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.
Printed in U.S.A.
<PAGE>
PROSPECTUS CONTENTS
Page
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GLOSSARY OF TERMS USED IN THIS PROSPECTUS.................................. 1
SUMMARY .................................................................. 2
THE SYSTEMATIC INVESTMENT PLAN.................................... 3
THE VARIABLE ANNUITY CONTRACT..................................... 3
FEE TABLE.................................................................. 5
PRUDENTIAL'S GIBRALTAR FUND -- FINANCIAL HIGHLIGHTS......................... 6
GENERAL PROGRAM INFORMATION................................................ 7
The Contracts of the Prudential Financial Security Program........ 7
Prudential's Investment Plan and Annuity Plan Accounts............ 7
Prudential's Gibraltar Fund....................................... 8
The Prudential's Administrative Role.............................. 8
DESCRIPTION OF THE SYSTEMATIC INVESTMENT PLAN.............................. 9
What the Plan Is and Does......................................... 9
Purchase Payments and the Crediting of SIP Shares................. 9
Sales and Related Charges........................................ 10
Letter of Intent................................................. 11
Other Charges.................................................... 11
Annuity Rate Protection.......................................... 12
Distributions.................................................... 13
Liquidation (Redemption) of SIP Shares........................... 13
Transferring SIP Shares.......................................... 14
Substitution of Fund Shares...................................... 14
DESCRIPTION OF THE VARIABLE ANNUITY CONTRACT.............................. 14
Purchasing a Variable Annuity.................................... 14
Sales and Other Charges.......................................... 15
Right to Cancel.................................................. 16
The Types of Annuity Available................................... 16
How Variable Annuity Payments are Determined..................... 16
The Risks Which The Prudential Assumes........................... 18
Changing the Annuity Selected.................................... 18
Canceling the Annuity............................................ 18
The Continuing Right to Purchase an Annuity...................... 19
DESCRIPTION OF PRUDENTIAL'S GIBRALTAR FUND................................ 19
Investment Policies.............................................. 19
Restrictions on Investment....................................... 20
New Jersey Investment Laws....................................... 21
Summary of Investment Advisory Contract.......................... 21
The Prudential as Manager of the Fund's Investments.............. 22
Brokerage........................................................ 23
Determination of Net Asset Value................................. 24
Redemption of Fund Shares........................................ 25
Description of Fund Shares and Voting Rights..................... 25
Custodian, Transfer Agent and Dividend-Paying Agent.............. 26
SUPPLEMENTARY INFORMATION................................................. 26
Custodian for Prudential's Investment Plan Account............... 26
Naming a Beneficiary............................................. 26
Assignment....................................................... 26
Changing the Contract............................................ 27
Differences Under Old Form Contracts............................. 27
<PAGE>
Systematic Investment Plan Differences........................... 28
Variable Annuity Contract Differences............................ 28
State Regulation................................................. 29
Federal Income Taxes............................................. 30
Additional Information........................................... 30
Experts ........................................................ 31
Litigation....................................................... 31
DIRECTORS AND OFFICERS OF THE FUND........................................ 31
DIRECTORS AND OFFICERS OF THE PRUDENTIAL.................................. 32
FINANCIAL STATEMENTS OF PRUDENTIAL'S INVESTMENT PLAN ACCOUNT.............. A1
FINANCIAL STATEMENTS OF PRUDENTIAL'S ANNUITY PLAN ACCOUNT................. A4
FINANCIAL STATEMENTS OF PRUDENTIAL'S GIBRALTAR FUND....................... B1
SCHEDULE OF INVESTMENTS................................................... B2
CONSOLIDATED FINANCIAL STATEMENTS OF THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA AND SUBSIDIARIES...................................... C1
Effective January 1, 1984, sales of the contracts described in this prospectus
to new customers were discontinued. This decision does not affect inforce
planholders who may continue to make subsequent purchases on either a scheduled
or non-scheduled basis.
<PAGE>
GLOSSARY OF TERMS USED IN THIS PROSPECTUS
ANNUITY: A series of payments made each month as long as a person, called an
annuitant, is living. In some forms of annuity, payments may continue after the
annuitant's death.
ANNUITY RATE PROTECTION: Protection against increases in annuity rates, acquired
by buying Annuity Rate Protection Rights in connection with Systematic
Investment Plan purchases.
ANNUITY SHARE: A measure used to determine the value of a variable annuity
payment.
ANNUITY SHARE VALUE: The monthly dollar value of one Annuity Share.
BUSINESS DAY: Day on which the New York Stock Exchange is open for business.
CONTRACTS: The Systematic Investment Plan, Annuity Rate Protection and Variable
Annuity Contracts described in this prospectus which are written agreements
between The Prudential and the contract owner which set forth the rights, duties
and privileges of all parties.
MORTALITY AND EXPENSE RISKS: The risks The Prudential assumes because the amount
of variable annuity payments will not be affected by losses The Prudential may
incur if annuitants live longer than expected or if actual expenses are higher
than expected.
OLD FORM CONTRACTS: Amended forms of Systematic Investment Plan and Variable
Annuity Contracts which were issued before the introduction in 1973 of revised
contracts, but which are not generally issued now.
PLANHOLDER: Individual for whom purchases are made under the Systematic
Investment Plan or Variable Annuity Contract.
PRUDENTIAL FINANCIAL SECURITY PROGRAM (PROGRAM): A number of contracts issued by
The Prudential, including the Systematic Investment Plan and Variable Annuity
Contracts described in this prospectus.
PRUDENTIAL'S ANNUITY PLAN ACCOUNT (APA): The separate account in which the
Variable Annuity Contracts described in this prospectus participate.
PRUDENTIAL'S GIBRALTAR FUND (FUND): The mutual fund in whose shares Prudential's
Investment Plan Account and Prudential's Annuity Plan Account invest.
PRUDENTIAL'S INVESTMENT PLAN ACCOUNT (IPA): The separate account in which the
Systematic Investment Plan Contracts described in this prospectus participate.
PURCHASE PAYMENT: Money paid under a Contract on behalf of a Planholder.
REVISED CONTRACTS: The Contracts generally described in this prospectus, which
are revised forms of Systematic Investment Plan and Variable Annuity Contracts
first offered to the public in 1973.
SECURITIES SHARES: Contract interests credited to Planholders on purchases under
Old Form Systematic Investment Plans.
SEPARATE ACCOUNT: A separate portfolio of assets held by an insurance company
and whose investment experience is kept separate from that of the other
investment accounts of the company.
SHARE VALUE OF SYSTEMATIC INVESTMENT PLAN SHARE (SIP SHARE OR SECURITIES SHARE):
The dollar value of one SIP Share or Securities Share.
SIP SHARE: Measure used to determine the value of a Planholder's Systematic
Investment Plan Contract.
TRANSFER ACCOUNT OR TRANSFER SCHEDULE: Account and schedule used, by agreement
between The Prudential and an Accountholder, to receive and allocate funds in
connection with Old Form Contracts.
VARIABLE ANNUITY: An annuity whose payments vary with the investment results of
APA.
1
<PAGE>
SUMMARY
THESE PAGES CONTAIN A BRIEF SUMMARY OF SOME OF THE IMPORTANT FEATURES OF THE
SYSTEMATIC INVESTMENT PLAN AND VARIABLE ANNUITY CONTRACTS DESCRIBED IN THIS
PROSPECTUS, PARTICULARLY THOSE RELATED TO THE CHARGES MADE BY THE PRUDENTIAL.
THIS SUMMARY DOES NOT PROVIDE A FULL DESCRIPTION OF THE CONTRACTS. THE ENTIRE
PROSPECTUS SHOULD BE READ FOR THAT PURPOSE. YOU MAY FIND IT HELPFUL TO RE-READ
THIS SUMMARY AFTER YOU HAVE READ THE PROSPECTUS.
This prospectus describes several variable contracts issued by The Prudential
Insurance Company of America (The Prudential). These Contracts include a
Systematic Investment Plan Contract and an individual Variable Annuity Contract.
For each Contract, one form, which has been amended several times since it was
first offered in 1970, is called the Old Form Contract in this prospectus. This
prospectus also describes revised forms of these contracts, which were first
offered to the public on September 17, 1973.
The two forms of each Contract are similar in many respects; and since the
revised Contracts were issued more widely, they are the ones generally described
in this prospectus. Whenever there is a difference between the Old Form and the
revised Contracts, however, this will be noted or a reference will be made to
the section entitled DIFFERENCES UNDER OLD FORM CONTRACTS, page 27. That section
details how the Old Form Contracts, and the Program of which they are a part,
differ from the revised Contracts and Program. Old Form Contracts can be
identified by the letter A appearing as the 7th digit (and only letter) in the
plan number. Revised Contracts contain the letter B in that spot.
The revised Contracts were issued in all states. However, all persons who
purchased and still hold Old Form Contracts may continue to make additional
purchase payments in accordance with the provisions of those Contracts. Persons
holding Old Form Contracts may, under certain circumstances, exchange them for
revised Contracts. In such cases, any annuities effected prior to the exchange
would continue to be governed by the annuity payout provisions of the Old Form
Contract.
The net purchase payments made under the Systematic Investment Plan and Variable
Annuity Contracts, after the deductions described below, are allocated to
Prudential's Investment Plan Account and Prudential's Annuity Plan Account,
respectively. The assets of both Prudential's Investment Plan Account and
Prudential's Annuity Plan Account (Accounts) are invested at net asset value in
shares of Prudential's Gibraltar Fund (Fund). The value of interests in the
Accounts will increase or decrease depending on increases or decreases in the
market value of the portfolio securities owned by the Fund.
The Fund was organized by The Prudential to serve as the investment medium for
the variable contract accounts of the Prudential Financial Security Program
(Program), including these Accounts. The Fund does not sell its shares to the
public. It is registered under the Investment Company Act of 1940, as amended,
as a diversified open-end management investment company whose investment
objective is concerned primarily with growth of capital to an extent compatible
with a concern for its preservation. Current income is a secondary
consideration. The portfolio of the Fund consists primarily of common stock of a
diversified group of companies in a variety of industries. The Contracts are
subject to the risks associated with common stock investment, so there can be no
assurance that the investment objectives will be achieved. Investment policies
of the Fund permit, but limit, investments in two categories that could entail
special risks: up to 10% of the value of the Fund's assets may be invested in
securities which are not readily marketable; and up to 3% may be invested in
warrants or rights to acquire stock. See SPECIAL RISKS, page 20. Of course, the
Contracts described in this prospectus will not necessarily provide an
individual with financial security.
The Prudential is a mutual insurance company, founded in 1875 under the laws of
New Jersey. The Prudential is subject to regulation by the Department of
Insurance of the State of New Jersey and by the insurance departments of all the
other states and jurisdictions in which it does business. The Prudential is the
investment advisor of the Fund. See THE PRUDENTIAL AS MANAGER OF THE FUND'S
INVESTMENTS, page 22. The Prudential's consolidated financial statements begin
on page C1 and should be considered only as bearing upon The Prudential's
ability to meet its obligations under the Contracts.
Pruco Securities Corporation (Prusec), an indirect wholly-owned subsidiary of
The Prudential, acts as the principal underwriter of the Fund and the Accounts.
Prusec's principal business address is 1111 Durham Avenue, South Plainfield, New
Jersey 07080.
2
<PAGE>
THE SYSTEMATIC INVESTMENT PLAN
SALES AND CUSTODIAL CHARGES. The sales charge ranges from 8.5% on the first
$5,000 to 0.6% on any excess over $500,000. After deduction of the sales charge
and a $1 custodial charge, the net amount invested is allocated to Prudential's
Investment Plan Account and is credited to the Planholder in terms of a number
of units known as Systematic Investment Plan Shares (SIP Shares). (Under Old
Form Contracts such units are known as Securities Shares.) After the initial
purchase payment to provide SIP Shares for "any person," as defined under SALES
AND RELATED CHARGES on page 10, the sales charge rate for subsequent Systematic
Investment Plan purchases is determined by adding to the amount of each such
purchase payment the total value of the SIP Shares already credited. For a
minimum $50 purchase payment, the maximum sales charge and the maximum deduction
from purchase payment (including sales charge and custodial charge) are 9.5% and
11.73%, respectively, of the net amount invested. See SALES AND RELATED CHARGES,
page 10, and DIFFERENCES UNDER OLD FORM CONTRACTS, page 27.
The Planholder under the revised Contract may complete a Letter of Intent
indicating an intention, without obligation, to make SIP Share purchase payments
totaling at least $10,000 over a 13-month period. In this case, the sales charge
rate for each purchase made to fulfill the Letter of Intent will be determined
as if the total amount indicated were made as a single purchase payment on the
first business day of the 13-month period. See LETTER OF INTENT, page 11.
OTHER CHARGES. The charges just described are made in connection with purchase
payments. In addition, other charges are made daily against the assets of
Prudential's Investment Plan Account and the Fund. These are an administration
charge applied against Account assets at a rate of 3/4 of 1% (0.75%) per year
and an investment advisory charge applied against the Fund assets underlying the
Account at a rate of 1/8 of 1% (0.125%) per year. In total these charges
represent on a yearly basis approximately 7/8 of 1% (0.875%) of the net assets
of the Account. In addition, the Fund has expenses which may be considered to be
an indirect charge against assets. See SUMMARY OF INVESTMENT ADVISORY CONTRACT,
page 21.
An annual custodial charge of $0.95 per quarter is made for each Planholder.
This charge, for a continuing Planholder, will be deducted from and will not
exceed the amount of net investment income and capital gains distribution
remaining after any other deduction from that distribution. This other deduction
is, if SIP Share purchases were made since the previous distribution, a one-time
charge of 25 cents per right for any annuity rate protection rights required to
be bought in connection with those purchases. See ANNUITY RATE PROTECTION, page
12. Planholders may liquidate their SIP Share interests totally or in part at
any time. A transaction charge is made upon each liquidation, except when the
proceeds of a total or partial liquidation of SIP Shares are used to provide a
variable annuity under the Program. The amount of this transaction charge is $1,
or 1% of the net amount liquidated if less. See OTHER CHARGES, page 11,
DIFFERENCES UNDER OLD FORM CONTRACTS, page 27, and LIQUIDATION (REDEMPTION) OF
SIP SHARES, page 13.
ILLUSTRATION. To illustrate how the sales and other charges may operate over the
year, assume that a person opens a Systematic Investment Plan for an initial
purchase of $2,500. An 8 1/2% sales charge ($212.50) and $1 custodial charge are
deducted from the purchase payment, leaving $2,286.50 as the net amount to be
invested. If the share value for that business day is $10, this will result in
228.65 shares being credited to the Planholder ($2,286.50 / $10). If there
should be no daily change in the SIP Share Value during the ensuing year, the
total charges against assets for the year would be approximately $20.01.
Assume that these shares remain credited to the Planholder for the year and
participate in a distribution of net investment income at the end of the year.
If the distribution is $0.20 a share, this Planholder's share of the
distribution will amount to $45.73 ($0.20 X 228.65 shares). From this amount the
charge for the annuity rate protection rights, $6.25 ($0.25 X 25, assuming 1
Right per $100) and for the annual custodial charge, $3.80 ($0.95 X 4) are
deducted leaving a balance of $35.68 to be reinvested, without sales charge, to
increase the number of the SIP Shares credited to the Planholder.
THE VARIABLE ANNUITY CONTRACT
SALES CHARGES. For a variable annuity purchased with funds which are not derived
from a liquidation of SIP Shares, the sales charge ranges from 8.5% on the first
$5,000 of purchase payment after deduction of any applicable premium tax to 0.6%
on the excess over $500,000. In determining what sales charge rate applies, all
purchase payments, whenever made, for annuities under the Program on the life of
the Planholder, his/her spouse and his/her children below age 21, are added
together. This is illustrated in the paragraph headed ACCUMULATION OF PURCHASES
on page 15.
3
<PAGE>
For purchases made with the proceeds of the liquidation of SIP Shares, the sales
charge is 1.5% on the first $5,000 of such proceeds and lower for aggregated
payments exceeding $5,000. If a Planholder makes a minimum variable annuity
purchase using the liquidation proceeds of SIP Shares acquired by a series of
minimum purchases, and if there was no change in the SIP Share Value after the
initial purchase, this sales charge, together with the sales and custodial
charges for the SIP Share purchases and the cost of the annuity rate protection
rights, would total approximately 11.8% of the SIP purchase payments.
Some of the states impose a premium tax, which ranges from 1% to 5% of the
purchase payment or on the value of the account upon annuitization, depending on
the jurisdiction. The sales charges and state premium taxes are discussed in
greater detail in the section SALES AND OTHER CHARGES on page 15.
OTHER CHARGES. The charges described above are made in connection with purchase
payments. In addition, other charges are made daily against the assets of
Prudential's Annuity Plan Account and the Fund. The charges applied against
Account assets held for the benefit of contracts participating in the Account
are for administrative services and for the assumption by The Prudential of
mortality and expense risks. These charges are made at an aggregate rate of
0.375% per year. Considering the investment advisory charge applied against Fund
assets, these other charges, exclusive of premium taxes and sales charges, in
total, represent on a yearly basis approximately 1/2 of 1% (0.5%) of the net
assets of the Account. See SALES AND OTHER CHARGES, page 15.
CANCELLATION. A variable annuity may be canceled no later than the date of
commencement of annuity payments. It may not be canceled after annuity payments
begin. The termination value paid on cancellation is equal to the net amount
which was required to provide the annuity, adjusted for interest and changes in
the annuity share value. If a state premium tax was deducted from the purchase
payment, the amount of the tax or a portion of it may, in certain cases, be
returned. See CANCELING THE ANNUITY, page 18.
FUTURE CHANGES IN CHARGES AND ANNUITY RATES. THE PRUDENTIAL RESERVES THE RIGHT,
UNDER CERTAIN CONDITIONS, TO CHANGE ALL CHARGES, INCLUDING SALES CHARGES AND
ANNUITY RATES, UPON 90 DAYS' NOTICE TO PLANHOLDERS. HOWEVER, IT MAY NOT INCREASE
ANY CHARGE UNLESS IT FIRST OBTAINS AN ORDER OF EXEMPTION FROM THE SECURITIES AND
EXCHANGE COMMISSION, AND IT MAY NOT CHANGE ANNUITY RATES APPLICABLE UPON THE
EXERCISE OF ANNUITY RATE PROTECTION RIGHTS ALREADY PURCHASED. SEE CHANGING THE
CONTRACT, PAGE 27, AND ANNUITY RATE PROTECTION, PAGE 12.
4
<PAGE>
FEE TABLE
PLANHOLDER TRANSACTION EXPENSES
Systematic Investment Plan (SIP)
Sales Load Imposed on Purchases (as a percentage of purchase payments)
First $ 5,000 8.50%
Next $ 5,000 7.00%
Next $ 10,000 5.00%
Next $ 30,000 3.00%
Next $ 50,000 2.00%
Next $400,000 1.00%
Excess over $500,000 0.60%
Sales Load Imposed on Purchases of Variable Annuity Contract purchased with
proceeds of SIP (as a percentage of purchase payments)
First $ 5,000 1.50%
Next $ 5,000 1.00%
Next $ 5,000 0.50%
Excess over $ 15,000 0.25%
<TABLE>
<CAPTION>
<S> <C>
Custodial Charge....................................$1.00 from each purchase payment.
Transaction Charge..................................$1.00 for each liquidation, or 1% of the net amount
liquidated (whichever is less).
Annual Custodial Charge.............................$3.80.
Annuity Rate Protection Rights Charge...............$0.25 for each $100 Right purchased (equivalent to 0.25% of the
purchase payment -- see section on Annuity Rate Protection).
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
SEPARATE ACCOUNT ANNUAL EXPENSES (AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
Total IPA Annual Fees and Expenses (Administrative Charge)............................... 0.750%
Total APA Annual Fees and Expenses
(Administrative Charge and Mortality and Expense Risk Fees)............................. 0.375%
PRUDENTIAL'S GIBRALTAR FUND ANNUAL EXPENSES (AS A PERCENTAGE OF THE FUND'S AVERAGE NET ASSETS)
Investment Management Fees............................................................... 0.12%
Other Expenses........................................................................... 0.02%
----
Total Prudential's Gibraltar Fund Annual Expenses........................................ 0.14%
=====
</TABLE>
EXAMPLES
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
If you surrender your contract at the end of the
applicable time period:
You would pay the following expenses on a $1,000
investment, assuming 5% annual return on assets: $102 $127 $153 $226
If you annuitize at the end of the applicable time period:
You would pay the following expenses on a $1,000
investment, assuming 5% annual return on assets: $115 $141 $168 $244
If you do not surrender your contract:
You would pay the following expenses on a $1,000
investment, assuming 5% annual return on assets: $101 $126 $152 $225
</TABLE>
The purpose of the foregoing table is to assist the Planholder in understanding
the expenses of the account and the Fund that he/she will bear, directly or
indirectly. Upon effecting an annuity, the Annuitant will be subject to
different expenses. See the sections on Prudential's Gibraltar Fund, Sales and
Related Charges/Sales and Other Charges, and Other Charges for more complete
descriptions of the various costs and expenses. The above table does not include
any charge for annuity rate protection rights or state premium taxes.
THE EXAMPLES SHOULD NOT BE CONSIDERED TO BE A REPRESENTATION OF PAST OR FUTURE
EXPENSES; ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.
5
<PAGE>
PRUDENTIAL'S GIBRALTAR FUND--FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR)
(COVERED BY THE INDEPENDENT AUDITORS' REPORT ON PAGE B6)
The following average per share data, ratios and supplemental information have
been derived from information provided in the financial statements.
<TABLE>
<CAPTION>
01/01/95 01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 01/01/88
TO TO TO TO TO TO TO TO
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value at
beginning of year...... $ 9.398 $ 11.287 $ 11.133 $ 11.390 $ 9.400 $ 10.590 $ 10.290 $ 9.190
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Income From Investment
Operations:
Net investment income.... 0.177 0.214 0.180 0.184 0.220 0.340 0.360 0.310
Net realized and
unrealized gains
(losses) on
investments............ 1.649 (0.405) 2.426 1.771 2.900 (0.640) 1.920 2.000
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Total from investment
operations........... 1.826 (0.191) 2.606 1.955 3.120 (0.300) 2.280 2.310
Distributions to
Shareholders:
Distributions from net
investment income...... (0.171) (0.216) (0.188) (0.193) (0.260) (0.370) (0.370) (0.370)
Distributions from
realized gains......... (0.916) (1.482) (2.264) (2.019) (0.870) (0.520) (1.610) (0.840)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Total
distributions........ (1.087) (1.698) (2.452) (2.212) (1.130) (0.890) (1.980) (1.210)
Net increase (decrease)
in Net Asset Value..... 0.739 (1.889) 0.154 (0.257) 1.990 (1.190) 0.300 1.100
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Net Asset Value at end of
year................... $ 10.137 $ 9.398 $ 11.287 $ 11.133 $ 11.390 $ 9.400 $ 10.590 $ 10.290
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Total Investment Rate of
Return:**.............. 19.13% (1.33%) 23.79 % 17.60 % 34.40 % (2.80 %) 22.30 % 25.60%
Ratios/Supplemental Data:
Net assets at end of year
(in millions).......... $261.2 $242.5 $264.3 $230.1 $214.2 $174.4 $197.0 $183.3
Ratio of expenses net of
reimbursement to
average net assets..... 0.14 % 0.15 % 0.16 % 0.19 % 0.19 % 0.21 % 0.16 % 0.16%
Ratio of net investment
income to average net
assets................. 1.68 % 1.98 % 1.45 % 1.58 % 1.98 % 3.38 % 3.19% 2.95%
Portfolio turnover
rate................... 104.82 % 92.49 % 91.83 % 72.82 % 76.35 % 108.08 % 66.79 % 31.69%
Number of shares
outstanding at end of
period (in millions)... 25.8 25.8 23.4 20.7 18.8 18.6 18.6 17.8
<CAPTION>
01/01/87 01/01/86
TO TO
12/31/87 12/31/86
----------- -----------
<S> <C> <C>
Net Asset Value at
beginning of year...... $ 12.440 $ 14.660
----------- -----------
Income From Investment
Operations:
Net investment income.... 0.400 0.360
Net realized and
unrealized gains
(losses) on
investments............ 0.230 1.650
----------- -----------
Total from investment
operations........... 0.630 2.010
Distributions to
Shareholders:
Distributions from net
investment income...... (0.650) (0.450)
Distributions from
realized gains......... (3.230) (3.780)
----------- -----------
Total
distributions........ (3.880) (4.230)
Net increase (decrease)
in Net Asset Value..... (3.250) (2.220)
----------- -----------
Net Asset Value at end of
year................... $ 9.190 $ 12.440
----------- -----------
----------- -----------
Total Investment Rate of
Return:**.............. 2.53 % 15.73 %
Ratios/Supplemental Data:
Net assets at end of year
(in millions).......... $170.0 $186.5
Ratio of expenses net of
reimbursement to
average net assets..... 0.15 % 0.16 %
Ratio of net investment
income to average net
assets................. 3.11 % 2.76 %
Portfolio turnover
rate................... 31.53 % 67.56 %
Number of shares
outstanding at end of
period (in millions)... 18.5 15.0
</TABLE>
**Total investment returns are at the portfolio level and exclude contract
specific charges which would reduce returns.
All calculations are based on average month-end shares outstanding, where
applicable.
Further information concerning the Fund, its investment policies and
restrictions upon its investments and The Prudential's role as an investment
advisor to the Fund, may be found beginning on page 19. The Fund's Directors and
Officers are listed beginning on page 31.
The above table does not reflect charges against Account assets. Those charges
are described under Other Charges on page 11.
6
<PAGE>
GENERAL PROGRAM INFORMATION
THE CONTRACTS OF THE PRUDENTIAL FINANCIAL SECURITY PROGRAM
The Prudential Financial Security Program (Program) consists of a number of
contracts offered by The Prudential Insurance Company of America (The
Prudential), a mutual life insurance company organized in 1875 under the laws of
the State of New Jersey. Its corporate office is located at Prudential Plaza,
Newark, New Jersey 07102-3777. The Contracts are sold by registered
representatives of Pruco Securities Corporation ("Prusec"), an indirect
wholly-owned subsidiary of The Prudential. Prusec acts as principal underwriter
of the Contract. It was organized in 1971 under New Jersey law, is registered as
a broker and dealer under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc. Prusec's principal business
address is 1111 Durham Avenue, South Plainfield, New Jersey 07080.
The Contracts include a Systematic Investment Plan Contract to accumulate funds,
an Annuity Rate Protection Contract, and a Variable Annuity Contract to provide
retirement payments you cannot outlive. The Systematic Investment Plan and
Variable Annuity Contracts are described briefly in the following paragraphs and
in detail beginning on pages 9 and 14, respectively. Annuity Rate Protection
provides for interests, which are called Rights, to be acquired in connection
with the acquisition of Systematic Investment Plan interests. It is described on
page 12. Also see DIFFERENCES UNDER OLD FORM CONTRACTS, page 27.
The mailing address of the office which services these Contracts is The
Prudential Insurance Company of America, Prudential Plaza, Newark, New Jersey
07102-3777. The Prudential is registered as a broker-dealer with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended,
and is a member of the National Association of Securities Dealers, Inc.
Net purchase payments under the Systematic Investment Plan (Plan) are credited
in terms of units known as Systematic Investment Plan Shares (SIP Shares) in
Prudential's Investment Plan Account. See PURCHASE PAYMENTS AND THE CREDITING OF
SIP SHARES, page 9. A person in whose name purchases are made under the Plan, or
under the Variable Annuity Contracts of the Program, is known as a Planholder.
Systematic investment does not, of course, assure a profit from your investment
or growth equal to the sales charge paid, or protect you against loss in a
declining market.
(Units credited to the Plan under Old Form Contracts are known as Securities
Shares rather than SIP Shares. However, what is said of SIP Shares throughout
this prospectus will generally apply to Securities Shares, except where
specifically noted. In such cases any differences are either described at the
time or by reference to DIFFERENCES UNDER OLD FORM CONTRACTS, page 27.
Securities Shares and SIP Shares are equal in value.)
Net purchase payments under the Variable Annuity Contract are allocated to
Prudential's Annuity Plan Account. The variable annuities effected under the
Contract provide monthly payments for life. Annuity payments ordinarily begin
soon after a variable annuity is purchased, but a Planholder for whom an annuity
is purchased may defer the commencement of payments for up to three years. The
amount of each variable annuity payment varies depending on the investment
results of a designated portfolio consisting primarily of common stocks. The
amount of each payment is, therefore, subject to market fluctuations and in
declining markets is likely to be lower than earlier payments.
PRUDENTIAL'S INVESTMENT PLAN AND ANNUITY PLAN ACCOUNTS
These Accounts were established on June 11, 1968, by resolution of The
Prudential's Board of Directors, as separate variable contract accounts of The
Prudential under the laws of the State of New Jersey. They are administered by
The Prudential under the general direction of The Prudential's officers and
managerial staff. The Accounts are registered with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended (1940 Act), as
unit investment trusts. Registration does not imply supervision by the
Securities and Exchange Commission of the management or investment policies and
practices of the Accounts or The Prudential.
Prudential's Investment Plan Account (IPA) is currently used only in connection
with Prudential's Systematic Investment Plan Contracts. Similarly, Prudential's
Annuity Plan Account (APA) is now used only in connection with the individual
Variable Annuity Contracts described in this prospectus. The assets in each
Account are legally segregated from all other assets of The Prudential and, in
APA, such assets will always be equal to or greater in value than The
Prudential's liabilities under the Variable Annuity Contracts, calculated in
accordance with sound actuarial principles. The assets of both Accounts are
invested in shares of Prudential's Gibraltar Fund (Fund) at net asset value
without sales load.
7
<PAGE>
Prudential's Gibraltar Fund
The Fund was incorporated in the State of Delaware on March 14, 1968. It is
registered under the 1940 Act as a diversified open-end management investment
company. Registration does not imply supervision by the Securities and Exchange
Commission of the management or investment policies and practices of the Fund or
The Prudential. The Board of Directors of the Fund is responsible for the
management of the Fund and, in addition to reviewing the actions of the Fund's
investment advisor, decides upon matters of general policy. The Fund's officers
conduct and supervise the daily business operations of the Fund.
The Fund's portfolio, which is set forth on pages B2 and B3, is composed
primarily of common stocks of a diversified group of companies in a variety of
industries. The investment objective of the Fund is concerned primarily with
growth of capital to an extent compatible with a concern for its preservation.
Current income is a secondary consideration.
The investments of the Fund are subject to the risks of changing economic
conditions and the ability of management and the investment advisor of the Fund
to anticipate such changes. There can be no assurance that the Fund's investment
aims will be achieved.
Fund shares are sold only to separate accounts of The Prudential including
Prudential's Investment Plan Account and Prudential's Annuity Plan Account. The
investment performance of the Fund determines the dollar value of interests in
these accounts.
The Prudential is the investment advisor to the Fund. The Prudential has entered
into a service agreement with its wholly-owned subsidiary, The Prudential
Investment Corporation (PIC), which provides that PIC will furnish to The
Prudential such services as The Prudential may require in connection with The
Prudential's performance of its obligations under advisory agreements with
clients which are registered investment companies. For its investment advisory
services, The Prudential is paid 1/8 of 1% (0.125%) per year of the average
daily market value of the Fund's net assets ($1.25 per year for each $1,000 of
assets). The Fund paid The Prudential $325,596 for these services in 1995 and
$318,934 in 1994. In addition, the Fund has expenses which may be considered to
be an indirect charge against assets; in 1995 these expenses amounted to
slightly less than 1/53 of 1% of average net assets of the Fund. In 1994 these
expenses were slightly less than 1/38 of 1% of average net assets of the Fund.
See SUMMARY OF INVESTMENT ADVISORY CONTRACT on page 21, THE PRUDENTIAL AS
MANAGER OF THE FUND'S INVESTMENTS on page 22, and FINANCIAL STATEMENTS OF
PRUDENTIAL'S GIBRALTAR FUND and NOTES TO FINANCIAL STATEMENTS on pages B1
through B5. For the years ended December 31, 1995 and 1994, the Fund's total
expenses were 0.14% and 0.15%, respectively, of the Fund's average net assets.
INVESTMENT RESULTS. The table on page 6 shows the per share computation of net
asset value together with operating expense and net investment income ratios for
the years indicated.
THE PRUDENTIAL'S ADMINISTRATIVE ROLE
The Prudential acts as transfer agent and dividend-paying agent and performs all
administrative services relative to the Contracts and necessary to the operation
of the Accounts. The Accounts have no officers or employees. The Prudential pays
all expenses relating to their operation.
For IPA and the Systematic Investment Plan Contracts, many of the bookkeeping
and other administrative services are performed by The Prudential in accordance
with an agreement between The Prudential and the Custodian for the Account, the
Chemical Bank Corporation, New York, New York, in compensation for which The
Prudential receives the charges described under the heading OTHER CHARGES on
page 11. Also see CUSTODIAN FOR PRUDENTIAL'S INVESTMENT PLAN ACCOUNT, page 26.
These services include:
(1) maintaining a record of all transactions relating to the crediting,
liquidation and transfer of Shares under the Systematic Investment Plan;
(2) furnishing notices of the number of Shares credited, liquidated or
transferred, and the number of Shares standing to the credit of each
Planholder;
(3) furnishing copies of the prospectus and of periodic reports of the
financial condition of Prudential's Investment Plan Account and of
Prudential's Gibraltar Fund (or any other fund or funds substituted
therefor);
(4) furnishing net investment income and capital gains statements and any
pertinent tax notices;
(5) causing the required audit of the books of Prudential's Investment Plan
Account; and
(6) preparing and filing for Prudential's Investment Plan Account required
Federal and State periodic statements and tax reports.
8
<PAGE>
The Prudential performs similar administrative services, as applicable, for APA
and the Variable Annuity Contracts. In addition, it holds the assets of APA for
safekeeping, and performs such additional services for both IPA and APA as
accounting for the assets in the Accounts, applying payments made for the
purchase of SIP Shares or variable annuities after making the authorized
deductions, making liquidation and annuity payments and furnishing voting
material.
In addition to the Plan charges discussed under OTHER CHARGES on page 11, those
discussed under SALES AND RELATED CHARGES on page 10 and the variable annuity
charges discussed under SALES AND OTHER CHARGES on page 15 compensate The
Prudential for its services.
DESCRIPTION OF THE SYSTEMATIC INVESTMENT PLAN
WHAT THE PLAN IS AND DOES
The Systematic Investment Plan provides the Planholder with a means of investing
funds for possible growth. The Planholder may make a single purchase, make
occasional investments of varying amounts from time to time, invest regular
amounts periodically according to his/her own schedule, or employ any
combination of these investment patterns. ANNUITY RATE PROTECTION described on
page 12, which is acquired in respect to each purchase under the Plan, permits
the Planholder to use his/her Plan interests at a later time to obtain variable
annuity payments based upon a guaranteed schedule of rates.
PURCHASE PAYMENTS AND THE CREDITING OF SIP SHARES
The minimum initial purchase payment for a Planholder under the Systematic
Investment Plan is $300. For subsequent purchases under that Plan the minimum
payment is $50. However, under certain arrangements for periodic purchases on a
regular basis, such as deferred compensation plan arrangements for employees of
federal, state or municipal agencies, the minimum amount for both initial and
subsequent purchase payments is $50. In addition to the normal investment risk,
deferred compensation plan arrangements may involve the risk of the employer's
future unwillingness or financial or administrative inability to continue the
plan. For minimum purchase requirements under Old Form Contracts, see
DIFFERENCES UNDER OLD FORM CONTRACTS on page 27.
From each Systematic Investment Plan purchase payment made for the Planholder,
the sales charge and custodial charge described under SALES AND RELATED CHARGES,
page 10, will be deducted. The remainder is the net amount invested and is used
to determine the number of SIP Shares credited. That number is determined by
dividing the net amount invested by the net asset value per Share (Share Value).
The Share Value for any business day (a day on which the New York Stock Exchange
is open for business) is determined as of the end of such day and is equal to
the net assets of Prudential's Investment Plan Account divided by the aggregate
number of Shares credited under the Account. The net assets of the Account are
its total assets (after establishing any liability for distributions to
Planholders) reduced by the liability for transfer taxes, if any, and by the
administration charge described under the heading OTHER CHARGES on page 11.
Since the assets of the Account are invested in shares of the Fund, the value of
SIP Shares will vary as a reflection of the investment experience of the Fund.
Crediting of SIP Shares will be effected at the close of the day on which the
purchase payment is received at The Prudential, if that is a business day,
otherwise at the close of the first business day thereafter.
SIP Shares are not evidenced by the issuance of certificates. Instead, after
each purchase payment is made under the Plan, the Planholder will receive a
notice that will indicate the number of SIP Shares credited to the Planholder as
a result of that payment, the price per Share and the total number of SIP Shares
then standing to the Planholder's credit.
Shown below are Share Values under the Plan as of the last business day of each
year of the 10 year period ending December 31, 1995. Also shown for each date
are the total number of Shares then outstanding, and the amount per Share of any
investment income and capital gains distributions declared during the year
ending on that date, before any deductions which may be made from such
distributions as described on page 13 under DISTRIBUTIONS. The remainder of the
distributions after any such deductions were reinvested at net asset value to
provide additional shares unless cash payment was requested by the Planholder.
9
<PAGE>
DISTRIBUTIONS PER SHARE DURING PERIOD
<TABLE>
<CAPTION>
As of the Last
Business Day of Share Value Total Shares Outstanding Investment Income Capital Gains
- --------------- ----------- ------------------------ ----------------- -------------
<S> <C> <C> <C> <C>
1986 12.42 10,766,733 0.3573 3.7640
1987 9.20 13,535,196 0.5492 3.0428
1988 10.30 13,455,712 0.2888 0.8457
1989 10.60 14,410,118 0.2836 1.6180
1990 9.39 14,471,985 0.2954 0.5359
1991 11.38 14,706,725 0.1785 0.8650
1992 11.10 16,322,024 0.1045 2.0436
1993 11.26 18,454,695 0.0898 2.2692
1994 9.26 20,641,598 0.1427 1.5380
1995 10.00 20,944,486 0.0863 0.8968
</TABLE>
SALES AND RELATED CHARGES
The sales charges applicable to purchase payments made to acquire SIP Shares
under the Systematic Investment Plan are as follows:
<TABLE>
<CAPTION>
Total Purchase Payments Percent of Percent of Net
Received During the Contract Year Purchase Payment Amount Invested*
--------------------------------- ---------------- ----------------
<S> <C> <C>
First $ 5,000 8.50% 9.29%
Next $ 5,000 7.00% 7.53%
Next $ 10,000 5.00% 5.26%
Next $ 30,000 3.00% 3.09%
Next $ 50,000 2.00% 2.04%
Next $ 400,000 1.00% 1.01%
Excess over $ 500,000 0.60 0.60%
</TABLE>
- ----------
* Without taking into account deduction of the custodial charge.
The scale of sales charges is applicable to purchase payments to acquire SIP
Shares made at one time by "any person." "Any person" is defined as either (1)
an individual Planholder, or that Planholder, his/her spouse if also a
Planholder and their children below age 21 who are Planholders, provided in any
case that the purchase is being made for one of these Planholders, or (2) a
trustee or other fiduciary purchasing, subject to The Prudential's rules
regarding participation in the Program through a fiduciary, for a single trust
estate or fiduciary account, even if more than one beneficiary Planholder is
involved.
After the initial purchase payment, the sales charge rate for subsequent
purchases under the Plan is determined by adding to the combined total of the
purchase payments then being made by "any person," the total value of SIP Shares
already credited to such persons. For example, a Planholder submits a purchase
payment of $5,000. As of the current purchase date the Planholder and spouse,
who is also a Planholder, already are credited with SIP Shares with a total
value of $10,000. When the $5,000 is added to the $10,000, it can be seen from
the table at the beginning of this section that the sales charge rate applicable
to the current $5,000 purchase is 5%. The amount of the sales charge on the
current purchase is, therefore, $250.
Reduced sales charges are also available to "any person" through a Letter of
Intent. This is described in the following section.
Full-time registered sales representatives of The Prudential, and retired sales
representatives of The Prudential who have retained their sales licenses and
registered status with The Prudential, may make purchases under their Systematic
Investment Plan Contracts at net asset value without sales charge. These
representatives must provide written assurance that their purchases will be made
for their personal investment purposes and that the interests acquired under the
Contracts will not be transferred to another person.
A $1 custodial charge is deducted from each purchase payment to cover the
custodial and administrative services connected with receipt of money and
crediting of SIP Shares.
For initial purchase payments of $300 and $10,000, for example, the sales charge
is 9.32% and 8.40%, respectively, of the net amount that will be invested in the
Account, after deducting payment of the $1 custodial charge. When the custodial
charge is considered with the sales charge, the total deductions are 9.69% and
8.41%, respectively, of the net amount invested.
10
<PAGE>
For a subsequent Plan purchase payment of $50, made at a time when that payment
together with the value of SIP Shares then credited totals $5,000 or less, the
sales charge is 9.50% of the net amount invested after deducting the $1
custodial charge. When the custodial charge is considered with the sales charge,
the total deduction is 11.73% of the net amount invested.
See DIFFERENCES UNDER OLD FORM CONTRACTS on page 27 for the determination of
sales charges and other charges under such contracts.
During 1995, The Prudential received $38,418 in sales charges and $1,370 in
custodial charges for purchases under the Systematic Investment Plan. The
equivalent figures for 1994 were $66,808 and $1,572.
These sales and custodial charges may be changed by The Prudential subject to
certain conditions. See CHANGING THE CONTRACT, page 27.
LETTER OF INTENT
A Letter of Intent form, which should be read carefully, may be completed under
the revised Contracts at any time for "any person" (as defined in the preceding
section) indicating an intention to make SIP Share purchase payments over a
13-month period for any specific selected amount totaling $10,000 or more. A
Letter of Intent is not binding and creates no obligation on the part of the
Planholder. Under a Letter of Intent, the sales charge rate for each purchase
payment made to fulfill the Letter of Intent is determined as if the total
amount indicated in the Letter of Intent had been paid as a single SIP Share
purchase payment on the first business day of the 13-month period. In
determining the applicable sales charge rate, the value of any SIP Shares
already credited will be considered, as described in the second paragraph
beneath the scale of sales charges in the preceding section.
For example, a Planholder submits a Letter of Intent indicating his/her
intention to make SIP Share purchase payments totaling $20,000 over the next 13
months. He/She already has SIP Shares with a net asset value of $10,000. This
means that the sales charge rate for each payment made during the next 13 months
to fulfill his/her $20,000 intention will be the rate which would have applied
had the $20,000 been paid as a single payment. Considering $10,000 in existing
SIP Shares, the sales charge rate (as shown in the preceding section) for a
single $20,000 payment is 5% on the first $10,000 and 3% on the next $10,000, or
4% overall. Thus the sales charge rate for each payment made by this Planholder
under his/her Letter of Intent will be 4%.
An initial purchase payment of at least $1,000, or 1% of the intended total
purchase payments, if greater, must accompany submission of a Letter of Intent.
The Prudential will restrict the disposition of SIP Shares equal in value to 1%
of the intended total purchase payments until either the intended purchases have
been made or the Letter of Intent has otherwise terminated. Termination occurs
if, before the total intended purchases have been made, either the 13-month
period expires or a liquidation or transfer of SIP Shares is requested which
would require the release of restricted shares. Upon termination, The Prudential
will recalculate the sales charge for the purchases actually made under the
Letter of Intent as if they had all been made at one time on the first business
day of the period, and will effect a liquidation of such number of the
restricted SIP Shares as may be required to pay The Prudential for any necessary
adjustment in sales charges. Any remaining restricted SIP Shares will then be
released from restriction.
Old Form contracts do not provide for Letter of Intent.
OTHER CHARGES
A transaction charge is made to cover the expenses of providing the particular
services involved in processing liquidations of SIP Shares. This charge is a
maximum of $1 for each liquidation payment, or 1% of the net amount being
liquidated (after any transfer taxes and any other charges) if less. See
Liquidation (Redemption) of SIP Shares, page 13. During 1995 and 1994, The
Prudential received $4,029 and $2,807, respectively, in transaction charges.
An annual custodial charge is made against each Planholder to cover services
specifically related to the administration of individual Systematic Investment
Plans, other than services involving the receipt of purchase payments and the
liquidation of shares. The charge is $0.95 for each calendar quarter during
which shares are credited under the Systematic Investment Plan. The Prudential
will ordinarily deduct the charge from the net investment income and capital
gains distributions allocated to the Planholder for the calendar year, after
deducting any charges for annuity rate protection rights. See the following two
sections and DIFFERENCES UNDER OLD FORM CONTRACTS, page 27. The annual custodial
charge may not exceed the amount of those allocated distributions after
deduction of these other charges. However, in the event of total liquidation
during the year, the charge will be deducted from the liquidation proceeds. See
LIQUIDATION (REDEMPTION) OF SIP SHARES, page 13. During 1995 and 1994, The
Prudential received $60,267 and $63,497, respectively, in annual custodian
charges.
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An administration charge is applied daily on the value of the net assets in
Prudential's Investment Plan Account, to cover services in connection with the
Account not specifically related to the administration of individual Plans. The
charge is at an effective annual rate of 3/4 of 1% (0.75%) on the first $250
million of such assets, 11/20 of 1% (0.55%) on the next $250 million, 3/8 of 1%
(0.375%) on the next $500 million and 9/40 of 1% (0.225%) on any excess over $1
billion. During 1995 and 1994, The Prudential received $1,547,862 and
$1,494,725, respectively, in administrative charges.
The annual custodial charge and the administration charge are designed only to
reimburse The Prudential for the development, administration and modification
costs of the Program allocable to the Systematic Investment Plan. The Prudential
expects to maintain these charges at a level not in excess of the amount
required to achieve this purpose.
The charges described in this section and under SALES AND RELATED CHARGES on
page 10 are either deducted from purchase or liquidation payments or
distributions under the Plan, or are made against the net assets of Prudential's
Investment Plan Account. In addition, an investment advisory fee, determined
daily at the rate of 0.125% (1/8 of 1%) per year of the average net assets of
the Fund, is paid by the Fund to The Prudential. Thus, at present, a total
charge against assets at a yearly rate of about 0.875% (7/8 of 1%) is made in
respect to Systematic Investment Plans. See PRUDENTIAL'S GIBRALTAR FUND, page 8.
The charges described above may all be changed by The Prudential, subject to
certain conditions. See CHANGING THE CONTRACT, page 27.
ANNUITY RATE PROTECTION
Annuity rate protection rights must be purchased with respect to each purchase
under the Systematic Investment Plan. Each right assures the Planholder that if,
at some future date, he/she should purchase a Variable Annuity under the Program
or a Prudential Fixed-Dollar Annuity outside the Program and elect to use that
right, the schedule of annuity rates in effect at the time the right was
acquired, rather than any higher rate that may then be in effect, will be
applied to $100 of the annuity purchase price (after any premium taxes). Rights
would not be used if an annuity purchase is made at a time when the schedule of
annuity rates assured by the rights is not more favorable than the rates
currently in effect.
Annuity rate protection rights are provided in units of $100. One, three or five
rights may be purchased for each $100 of Systematic Investment Plan purchase
payment, up to the current limit of a total of 1,000 rights accumulated for a
Planholder. A rights charge of 25 cents is made for each $100 Right purchased
(equivalent to 0.25% of the purchase price), which will be deducted from the
Planholder's allocated share of the annual net investment income and capital
gains distributions next determined after the Plan purchase payment for which
the right was acquired. See DISTRIBUTIONS on page 13. If the distribution is
insufficient to pay the rights charge, a sufficient number of SIP Shares
credited to the Planholder will be liquidated to pay the deficiency. Thus, for
example, if election is made to purchase 5 rights with each $100 purchase
payment under the Plan and a $250 purchase payment is made, the Planholder would
acquire 12.5 rights, at a cost of $3.13 (12.5 X 25 cents, which is 1.25% of the
purchase price), to be deducted from his/her subsequent distribution, and would
be protected against future adverse changes in the schedule of annuity rates to
the extent of $1,250 of annuity purchase price.
Annuity rate protection rights may be used only on the life of the Planholder
for whom they were purchased, the co-Planholder, if any, or, at the Planholder's
death, his/her spouse if also a Planholder. Each right shall terminate (1) one
year after the death of the Planholder or after the death of the survivor of the
Planholder and a co-Planholder, if any, or (2) one year after the last date on
which SIP Shares or purchased annuities were in effect for the Planholder under
the Program, whichever is the earlier.
If a Planholder exchanges his/her interests in Prudential's Investment Plan
Account for a variable annuity (whether or not annuity rate protection rights
are used), a sales charge is made upon the exchange. The amount of this charge
is 1.5% of the first $5,000 paid for a variable annuity. The charge is lower for
aggregated payments exceeding $5,000. In addition, the Planholder may have to
pay a capital gains tax if SIP Shares are liquidated as part of the exchange.
See, for the variable annuity contract, SALES AND OTHER CHARGES on page 15.
For Plans issued for delivery in Maryland and New York, an additional purchase
of annuity rate protection rights will, under most circumstances, be required
each year out of the Planholder's allocated share of the annual net investment
income and capital gains distributions, to provide for any increases in the
value of the Plan during the year for which rights have not otherwise been
provided, as described in the first two paragraphs of this section. Where
required, one right will be purchased for each $100 of any such increase during
the period from the close of business on the date of determining the
Planholder's allocated share of such distributions in one year to the close of
business on the corresponding date in the next.
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For differences in the provisions of annuity rate protection and in the method
of paying the rights charge, under Old Form Contracts, see DIFFERENCES UNDER OLD
FORM CONTRACTS, page 27.
DISTRIBUTIONS
The Prudential will determine each Planholder's allocated share of the annual
net investment income and capital gains distributions, if any, of Prudential's
Investment Plan Account. From this allocated share will be deducted first, any
charge for annuity rate protection rights, as described above under ANNUITY RATE
Protection, and then the annual custodial charge. The remainder will be applied,
at net asset value without sales charge as of the date of distribution, to
increase the number of SIP Shares credited to the Planholder. The date of
distribution will ordinarily occur once a year in December.
See DIFFERENCES UNDER OLD FORM CONTRACTS on page 27 for a description of
distributions under such contracts.
LIQUIDATION (REDEMPTION) OF SIP SHAREs
The Planholder may at any time effect a total liquidation of the SIP Shares
credited under his/her Plan. The Prudential will pay the total value of such
shares, determined as of the end of the business day on which the request for
liquidation is received, less any applicable transfer taxes, the transaction
charge, and the annual custodial charge if not already collected. Currently no
transfer taxes are being imposed. The value per share is calculated as described
under PURCHASE PAYMENTS AND THE CREDITING OF SIP SHARES, page 9.
Partial liquidations of SIP Shares may be made from time to time. The minimum
partial liquidation is $100 and it must leave a minimum value of $200 for the
shares remaining credited under the Plan after the transaction. Sufficient
shares and fractions of shares will be liquidated to pay the amount requested,
plus the transaction charge and any applicable transfer taxes. If a requested
partial liquidation would result in shares remaining credited under the Plan
with a total value below $200, the request will be treated as if it had been a
request for total liquidation. However, these minimums will not apply, nor will
a transaction charge be required, upon a liquidation of the SIP shares credited
as a result of an annual distribution, if the request for liquidation is made
within 30 days after the date of distribution.
When the proceeds of a total or partial liquidation of SIP Shares are used to
provide a variable annuity under the Program, no transaction charge is made.
REINVESTMENT OF TOTAL OR PARTIAL LIQUIDATION. With respect to one total or
partial liquidation in each calendar year, the Planholder may reinvest the
amount liquidated without sales charge. A single reinvestment purchase may be
made within twelve months after the date of the liquidation, in an amount not
exceeding the net proceeds of the liquidation reduced by any part of the
liquidation used to purchase an annuity under the Program. Annuity rate
protection rights are not purchased in respect to such reinvestments.
SYSTEMATIC LIQUIDATION (PERIODIC WITHDRAWAL). Under this arrangement the
Planholder liquidates each month either a specific number of SIP Shares or the
number of full and fractional shares required to provide a specific cash amount.
For each payment, sufficient shares will be liquidated to provide the payment
requested and to pay the transaction charge and any applicable transfer taxes.
In addition the annual custodial charge, if not previously collected, will be
deducted from the final payment. A requested systematic liquidation will be
rejected if the first payment under the arrangement requested would be less than
$20. Purchases of SIP Shares during a period of systematic liquidation would in
effect involve duplicate sales charges. For this reason, The Prudential will not
ordinarily permit a purchase of less than $5,000 during a systematic
liquidation, and will permit purchases of $5,000 or more only if the particular
purchase transaction is deemed suitable. Since systematic liquidation payments
represent proceeds from the liquidation of SIP Shares credited to the
Planholder, they serve to reduce his/her invested capital to the extent that
they exceed reinvested net investment income and capital gains distributions.
Any requested liquidation payment during a Letter of Intent period is subject to
any prior claim for sales charges The Prudential may have to the share proceeds,
as described under LETTER OF INTENT, page 11.
All liquidation payments will be made to the Planholder unless he/she directs
otherwise. Each liquidation payment may result in a gain or loss which the
Planholder would report on his/her income tax return. Each payment will be made
within seven days after the request for liquidation is received, except as The
Prudential may be permitted under any valid and applicable law to suspend the
payment.
Suspension is currently permissible only when the New York Stock Exchange is
closed on other than a regular holiday or weekend or when, as determined by rule
or regulation of the Securities and Exchange Commission,
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trading thereon is restricted, or an emergency exists as a result of which
disposal of securities held by the Fund is not reasonably practicable or it is
not reasonably practicable for the value of the Fund's assets to be fairly
determined, or when the Securities and Exchange Commission has provided for such
suspension for the protection of Planholders.
There are certain differences in the liquidation provisions under Old Form
Contracts. See DIFFERENCES UNDER OLD FORM CONTRACTS, page 27.
TRANSFERRING SIP SHARES
At the Planholder's request all or a part of the SIP Shares credited under
his/her Plan may be transferred to another person. If only a portion of the
shares are transferred, they must have a net value of at least $100, with shares
having a value of at least $200 remaining credited under the Plan of the
transferring Planholder. Any transferee who is not a Planholder must become one
at the time of transfer, and in this case the net value of the shares
transferred must be at least $300, the purchase minimum for a Planholder's
initial purchase under a Plan.
A requested transfer during a Letter of Intent period is subject to any prior
claim The Prudential may have to the share proceeds. See LETTER OF INTENT, page
11.
SUBSTITUTION OF FUND SHARES
Subject to any applicable law or regulation, The Prudential may, in the interest
of Planholders and upon any required approval of the Securities and Exchange
Commission, substitute in Prudential's Investment Plan Account (either as to
Fund shares to be purchased or as to Fund shares both to be purchased and
already purchased) registered fund shares of a mutual fund with investment
objectives similar to those of the Fund and whose shares are generally of
comparable quality to Fund shares.
Before any such substitution The Prudential will give each Planholder 90 days
written notice of what is planned, including the reasons for the change and a
reasonable description of the shares to be substituted. Each Planholder who does
not then totally liquidate his/her shares before the effective date of the
proposed substitution shall be conclusively deemed to have agreed to the
substitution and to bearing a pro rata share of any expense which it entails.
DESCRIPTION OF THE VARIABLE ANNUITY CONTRACT
The Variable Annuity Contract provides the Planholder with a means of obtaining
a lifetime monthly annuity under which the monthly annuity payments vary
according to the investment results of a portfolio consisting primarily of
common stocks. The Planholder may use either the value of Systematic Investment
Plan interests or funds from other sources as the purchase payment. Several
types of variable annuity are available, as described on page 16.
PURCHASING A VARIABLE ANNUITY
A person who wishes to purchase a variable annuity, either with the amount
accumulated under a Systematic Investment Plan or with funds from other sources,
must furnish The Prudential with (1) written instructions in a form satisfactory
to The Prudential as to the type of annuity desired, (2) proof satisfactory to
The Prudential of the date of birth of the Planholder and, if a last survivor
life annuity is selected, of the contingent annuitant, and (3) sufficient funds
to carry out the instructions for the purchase.
The purchase of the variable annuity is made on the first business day on which
the office of The Prudential which services these contracts has all of the
above, at the annuity share value next determined. That day is called the
purchase date. The Prudential will send a Planholder's first monthly annuity
payment on the first day of any calendar month chosen, so long as the day
selected is at least one month but no more than 37 months after the purchase
date. The day on which the first monthly annuity payment is due is called the
initial payment date.
The purchase of a variable annuity is subject to The Prudential's rules in
effect at the time in respect to age and amount, and to any requirements imposed
by federal or state laws or regulations. Currently the minimum amount that must
be applied to purchase a variable annuity under the Program is $2,000 for the
initial annuity purchased and $1,000 for any subsequent annuity for the same
Planholder. See DIFFERENCES UNDER OLD FORM CONTRACTS, page 27, for minimum
purchase requirements under such contracts.
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SALES AND OTHER CHARGES
A sales charge and any applicable premium taxes are deducted from each gross
purchase payment applied to purchase a variable annuity. The sales charge is
expressed as a percentage of the adjusted gross purchase payment, which is the
gross purchase payment reduced by any applicable taxes.
The applicable sales charges are as follows. In certain cases, described below,
the sales charges will be lower.
SALES CHARGE AS A PERCENTAGE OF:
AMOUNT OF ADJUSTED ADJUSTED GROSS NET
GROSS PURCHASE PAYMENT PURCHASE PAYMENT AMOUNT INVESTED*
---------------------- ---------------- ----------------
First $ 5,000 8.50% 9.29%
Next $ 5,000 7.00% 7.53%
Next $ 10,000 5.00% 5.26%
Next $ 30,000 3.00% 3.09%
Next $ 50,000 2.00% 2.04%
Next $400,000 1.00% 1.01%
Excess over $500,000 0.60% 0.60%
* Without taking into account deduction for any premium tax.
SYSTEMATIC INVESTMENT PLAN LIQUIDATIONS. The applicable Sales Charges for
purchases made with the proceeds of liquidation of Systematic Investment Plan
interests are as follows:
SALES CHARGE AS A PERCENTAGE OF:
AMOUNT OF ADJUSTED ADJUSTED GROSS NET
GROSS PURCHASE PAYMENT PURCHASE PAYMENT AMOUNT INVESTED*
---------------------- ---------------- ----------------
First $ 5,000 1.50% 1.52%
Next $ 5,000 1.00% 1.01%
Next $ 5,000 0.50% 0.50%
Excess over $15,000 0.25% 0.25%
* Without taking into account deduction for any premium tax.
For these sales charges to apply, the proceeds from the Systematic Investment
Plan liquidation must be used to purchase a variable annuity within three months
after the liquidation. If a Planholder makes a minimum variable annuity
purchase, using the liquidation proceeds of SIP Shares acquired by a series of
minimum purchases, and if there were no change in the SIP Share Value after the
initial purchase, this sales charge, together with the sales and custodial
charges for the SIP Share purchases and the cost of the annuity rate protection
rights, would total approximately 11.8% of the SIP purchase payments.
ACCUMULATION OF PURCHASES. For purposes of determining the sales charge, annuity
purchases on the life of the Planholder and his/her spouse and his/her children
under age 21 are combined, and their previous annuity purchases under the
Program, whenever made, are included in determining which percentage applies.
For example, a man and his wife make two $5,000 adjusted gross purchase payments
a few months apart. Neither payment is from Systematic Investment Plan
liquidations. The sales charge is 8.5% of the first adjusted gross purchase
payment, and 7% of the second such payment. Purchases from Systematic Investment
Plan liquidations are not combined with other purchases for this purpose because
of the lower sales charges which apply to such purchases, as shown in the table
above.
For differences in the determination of sales charges and the accumulation of
purchases under Old Form Contracts, see DIFFERENCES UNDER OLD FORM CONTRACTS on
page 27.
TAXES. The amount and timing of any applicable premium tax varies depending on
the jurisdiction, and is subject to change by the legislature or other
authority. In many jurisdictions there is no tax at all. The current tax rates
for those jurisdictions imposing a tax range from 1% to 5%.
OTHER CHARGES. A mortality risk charge, an expense risk charge and an
administrative charge, at effective annual rates of 0.075%, 0.150% and 0.150%,
respectively, for a total of 0.375%, or 3/8 of 1%, per year, are applied daily
on the value of the net assets held for the benefit of the contracts
participating in Prudential's Annuity Plan
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Account. These charges are to cover The Prudential's general administrative
expenses in operating the Account and to provide a surplus for use, if
necessary, to help The Prudential fulfill its contractual obligations discussed
under the heading THE RISKS WHICH THE PRUDENTIAL ASSUMES on page 18.
The administrative charge applied against Account assets is designed only to
reimburse The Prudential for the development, administration and modification
costs of the Program allocable to the Variable Annuity Contract. The Prudential
expects to maintain this charge at a level not in excess of the amount required
to achieve this purpose.
During 1995, The Prudential received $158 in sales charges and $8,817 in charges
made against the net assets of the Account. The equivalent figures for 1994 were
$0 and $9,761.
In addition to the above charges, the investment advisory fee described under
PRUDENTIAL'S GIBRALTAR FUND on page 8, determined daily at the rate of 0.125%
(1/8 of 1%) per year of the average net assets of the Fund, is paid by the Fund
to The Prudential. Thus, at present, a total charge against assets at a yearly
rate of about 0.5% (1/2 of 1%) is made in respect to variable annuities.
The charges described above may all be changed by The Prudential, subject to
certain conditions. See CHANGING THE CONTRACT, page 27.
RIGHT TO CANCEL
You have the right, within ten days after you receive your Contract, to
surrender the Contract by delivering or mailing it, with written notice that you
wish to surrender it, to an office of The Prudential or to the agent through
whom the Contract was purchased. Upon such surrender The Prudential will cancel
the Contract and pay the owner an amount equal to the sum of (1) the difference
between any purchase payments paid and the amounts allocated to any separate
accounts under the Contract and (2) the net asset value of the Contract on the
date of surrender attributable to the amounts so allocated. However, if
applicable state law so requires, the amount of the purchase payment will be
returned instead.
THE TYPES OF ANNUITY AVAILABLE
The following types of variable annuity are described in the Contract.
TYPE A -- LIFE ANNUITY. Annuity payments are payable only during the lifetime of
the Planholder. This type provides a larger monthly payment than do Types B and
C, described below, because payments cease when the Planholder dies. For
example, it would be possible under this type for the Planholder to receive only
one annuity payment if death were to occur within the first month after the
first monthly annuity payment. Accordingly, this type is primarily appropriate
where larger income during the Planholder's lifetime is of greater importance
than preservation of a remainder for dependents.
TYPE B -- LIFE ANNUITY -- 10 YEARS CERTAIN. Annuity payments are payable during
the lifetime of the Planholder. If the Planholder dies before the 120th monthly
payment is due, monthly annuity payments do not continue to the beneficiary.
Instead, the discounted value of the remaining unpaid installments, to and
including the 120th monthly payment, is payable to the beneficiary in one sum.
TYPE C -- LAST SURVIVOR LIFE ANNUITY. Annuity payments are payable as long as
either the Planholder or the designated contingent annuitant is living. This
type of annuity has a particular appeal to a husband and wife. As with the Type
A -- Life Annuity above, it would be possible under this type of annuity for
only one monthly annuity payment to be made, if both the Planholder and the
contingent annuitant died within the first month after annuity payments begin.
HOW VARIABLE ANNUITY PAYMENTS ARE DETERMINED
The amount of the monthly variable annuity payment depends on (1) the net
purchase payment for the annuity, (2) the type of annuity selected, (3) the date
of birth and sex of the Planholder, and of the contingent annuitant under a Type
C Annuity, (4) the annuity rate table selected by The Prudential for these
Contracts (see SCHEDULES OF ANNUITY RATES, below), (5) the number of complete
months between the purchase date and the initial payment date, and (6) the
investment results of Prudential's Annuity Plan Account, which, in turn, reflect
the investment results of the Fund.
The first five items together provide the basis for determining the dollar
amount of monthly annuity that would be paid if there were no change in the
monthly value of an annuity share. This dollar amount is called the tabular
monthly annuity. It is converted to a monthly number of annuity shares by
dividing that amount by the annuity
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<PAGE>
share value on the purchase date. The monthly number of annuity shares thus
established remains the same through the duration of the annuity except for the
possibility of temporary additional annuity shares as described in the third
paragraph under SCHEDULES OF ANNUITY RATES, below.
The investment results of the Account, item (6), are reflected in changes in the
monthly value of an annuity share (the annuity share value) to the extent that
the rate of net investment return (after deducting the administrative and risk
charges described under SALES AND OTHER CHARGES, page 15) is greater or less
than the effective annual interest rate assumed in the applicable schedule of
annuity rates. The amount payable on the first day of each month beginning with
the initial payment date is the product of (a) the monthly number of annuity
shares and (b) the annuity share value calculated as of one month and one
business day prior to the due date of the payment.
SCHEDULES OF ANNUITY RATES. The schedules currently contained in the variable
annuity contract are based on the Annuity Table for 1949 with adjustments
described in the Contract to reflect improving mortality trends, and with
assumed effective annual interest rates of 3.5% or 5%. The 5% schedule is
applicable in all but a few states in which it is currently not available under
the state law or regulations. In these few states (Florida, New Mexico, Texas
and West Virginia) the 3.5% schedule applies. See DIFFERENCES UNDER OLD FORM
CONTRACTS on page 27 for the additional availability of the 3.5% schedule under
those Contracts.
The 5% schedule, because it is based upon a higher assumed effective annual
interest rate, results in a greater initial monthly annuity payment than is
provided under the 3.5% schedule. For example, under a Type B Annuity with the
initial payment deferred one month and one day, the initial payment per $1,000
of net purchase payment for a male born in 1931 and age 65 on the initial
payment date would be $6.70 under the 5% schedule and $5.84 under the 3.5%
schedule. However, in reflecting the investment results of the Fund, the annuity
share value for an annuity using the 5% schedule will increase more slowly and
decrease more quickly than will the annuity share value for an annuity using the
3.5% schedule. As a rough rule of thumb, the 3.5% schedule should turn out to be
more advantageous for Planholders who live longer than the average, while the 5%
schedule should be better for Planholders for whom the larger early payments are
especially important.
The variable annuity contracts are entitled to participate in the divisible
surplus of The Prudential, as may be determined annually at the sole discretion
of The Prudential's Board of Directors. The board has determined that
Planholders receiving annuity payments will so participate in 1996. They will be
temporarily credited with an additional number of monthly annuity shares on
which annuity payments in 1996 are based. There is no assurance that such
participation in the divisible surplus of The Prudential or temporary crediting
of annuity shares will occur for any future year. In the example given in the
previous paragraph, the initial payments for 1996 did not change from 1995,
remaining at $7.24 and $6.41 for the 5% and 3.5% schedules, respectively.
ANNUITY SHARE VALUE. For these contracts, the annuity share value for July 1,
1969 was set at $1. The annuity share value for any subsequent business day is
determined by multiplying the annuity share change factor for that day (see
below) by the annuity share value for the immediately preceding business day.
The annuity share change factor for any business day is obtained by (1) adding
to 1.00 the rate, after provision for any taxes, of net investment income earned
and of asset value changes in Prudential's Annuity Plan Account from the end of
the preceding business day to the end of the current business day, and (2)
deducting from such sum the administrative and risk charges. See the paragraph
headed OTHER CHARGES on page 11. The remainder is then divided by the sum of
1.00 and the rate of interest on a daily basis at the effective annual rate
assumed in the applicable schedule of annuity rates. No provision is currently
made for federal income taxes in determining the change factor. See FEDERAL
INCOME TAXES, page 30.
An alternative gradual investment in Prudential's Annuity Plan Account is
possible under Old Form Contracts. See DIFFERENCES UNDER OLD FORM CONTRACTS on
page 27.
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Shown below are the annuity share values as of the last business day of each
year of the ten year period ending December 31, 1995. Each share value listed
was used to determine annuity payments for the second succeeding month. For
example, the share value as of the last business day in December is used to
compute the February annuity payment. Annuity share values are the same under
these Contracts and the Old Form Contracts.
LAST BUSINESS DAY OF: 3.5%* 5%
--------------------- ----- ---
1986 1.98 1.58
1987 1.96 1.54
1988 2.37 1.84
1989 2.79 2.14
1990 2.61 1.97
1991 3.38 2.51
1992 3.82 2.81
1993 4.55 3.30
1994 4.32 3.08
1995 4.95 3.48
* 3.5% schedule currently applies only in a few states.
THE RISKS WHICH THE PRUDENTIAL ASSUMES
The Prudential assumes the risk (1) that annuitants as a class may live longer
than estimated, with the result that payments will continue for longer than
expected, and (2) that charges under the Contracts may not be enough to cover
the actual expenses incurred. In either event, the loss will fall on The
Prudential. These risks assumed by The Prudential must be evaluated in the light
of The Prudential's right, upon 90 days notice to Planholders, to make certain
changes in the Contracts, including the charges and the schedule of annuity
rates, thereby reducing exposure to loss as a result of the guarantee. However,
such changes would apply only to new purchases after the effective date of the
change and not to any annuities already in effect or annuity rate protection
rights already acquired but not yet exercised. Moreover, any increase in charges
must be preceded by an order of exemption from the Securities and Exchange
Commission. See CHANGING THE CONTRACT, page 27.
Even though the assets of Prudential's Annuity Plan Account are separately
accounted for, the entire general account assets of The Prudential are available
to meet the expenses and fulfill The Prudential's obligations for the variable
annuities purchased under the variable annuity contracts. The charges The
Prudential makes for assuming these risks are described in the subsection headed
OTHER CHARGES, page 11.
On the other hand, the charges may exceed the expenses that The Prudential
ultimately incurs under these Contracts. As the actual experience is realized,
the amount by which any such excess is greater than the amount which must
prudently be retained to fulfill The Prudential's obligations will become a part
of the divisible surplus of The Prudential.
In the event the Fund suspends the redemption of its shares because of the
closing of the New York Stock Exchange or other emergency reason, The Prudential
will make annuity payments during the period of suspension out of its general
account assets. The amount of such payments will be determined in a fair and
equitable manner satisfactory to the Department of Insurance of the State of New
Jersey.
CHANGING THE ANNUITY SELECTED
The Prudential will change the initial payment date of a Planholder's Variable
Annuity under certain conditions. The Planholder must send a request for the
change to The Prudential in a form satisfactory to The Prudential, which is
received at least seven days before the new initial payment date requested by
the Planholder and at least one month and seven days before the original initial
payment date. Also, the new initial payment date must be one that the Planholder
could have selected in the first place. See PURCHASING A VARIABLE ANNUITY,
page 14.
The Prudential will also change the type of annuity selected to one which the
Planholder could have selected when he/she purchased his/her variable annuity,
again subject to certain conditions. The Planholder must send a request for the
change to The Prudential in a form satisfactory to The Prudential and, if the
requested change is to a Type C Annuity, there must be proof satisfactory to The
Prudential of the date of birth of the contingent annuitant. This request and
information must be received at least one month and seven days before the
initial payment date selected by the Planholder.
CANCELING THE ANNUITY
The Planholder may cancel the annuity by making a request in a form satisfactory
to The Prudential, if The Prudential receives the request no later than the
initial payment date. The Prudential will cancel the annuity as of
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the first business day not earlier than the day of such receipt and will pay the
Planholder the termination value of the annuity. An annuity may not be canceled
after the initial payment date.
If the Planholder dies before the initial payment date, The Prudential will
cancel the annuity on the first business day not earlier than the day on which
The Prudential receives due proof of death and claim forms satisfactory to it,
and will pay the termination value to the beneficiary entitled to settlement.
See NAMING A BENEFICIARY, page 26.
The termination value is approximately equal to the net amount which was
required to provide the annuity as of the purchase date (after deduction of any
applicable premium tax and sales charge), increased at the assumed effective
annual interest rate and increased or decreased in accordance with the rate of
change in the annuity share value between the annuity purchase date and the
cancellation date.
If a tax was deducted at the time of purchase, there will also be a return of
the lesser of the amount deducted and the amount of tax credit granted by the
state because of cancellation of the annuity. There will also be an adjustment
for any annuity payments that may have been made before notice of death is
received. Payment of this termination value is in full settlement of all
liability of The Prudential for the canceled annuity. The termination value will
be paid within seven days after the date of cancellation, except as The
Prudential may be permitted under any valid and applicable law to suspend such
payment. Circumstances under which suspension may be permissible are described
under REDEMPTION OF FUND SHARES on page 25.
No amount is payable upon the death of a Planholder after the initial payment
date of an annuity, except for any amount which may be payable under a Type B
Annuity, as described under THE TYPES OF ANNUITY AVAILABLE on page 16. Of
course, upon the death of either the Planholder or the designated contingent
annuitant under a Type C Annuity (described on page 16) monthly payments will
continue in accordance with the provisions of the annuity for the remaining
lifetime of the survivor.
THE CONTINUING RIGHT TO PURCHASE AN ANNUITY
The Prudential will continue to provide annuities in the following situations.
First, Planholders who have acquired annuity rate protection rights may exercise
those Rights in accordance with their terms. Second, Planholders with shares
credited under the Systematic Investment Plan of the Program will be able to
exchange them at any time for variable annuities. Also see DIFFERENCES UNDER OLD
FORM CONTRACTS on page 27.
DESCRIPTION OF PRUDENTIAL'S GIBRALTAR FUND
INVESTMENT POLICIES
The Fund invests primarily in common stocks and other securities convertible
into common stocks. Notwithstanding its growth objective, the Fund may invest a
relatively small percentage of assets, which Fund management interprets to be
not more than 15%, in preferred stocks, bonds, debentures, notes and other
evidences of indebtedness, of a character customarily acquired by institutional
investors, whether or not publicly distributed. These may or may not be
convertible into stock or accompanied by warrants or rights to acquire stock.
At times, when economic conditions or general levels of common stock prices are
such that it may be deemed temporarily advisable to curtail investments in
common stocks, a larger than usual proportion of the Fund's assets may be
invested in such preferred stocks and evidences of indebtedness, or may be held
in cash or its equivalents, as a defensive measure. Nevertheless, not more than
10% of the assets of the Fund may be invested in loans made through the purchase
of privately placed evidences of indebtedness of a character customarily
acquired by institutional investors. See the subheading SPECIAL RISKS, page 20.
In addition, the Fund may hold at times a moderate amount of cash and
high-grade, short-term debt securities to facilitate the orderly and flexible
programming of investments. Such debt securities may include securities acquired
through short-term repurchase transactions which will be "fully collateralized",
i.e., the value of the securities held by the Fund will be at least equal to the
repurchase price, including accrued interest.
Normally the Fund will hold securities purchased for one year or more, although
it will sell individual securities when their current price seems clearly
excessive in relation to estimated present or future value or when the situation
of the issuer appears to be deteriorating. The Fund's portfolio turnover is
discussed under the heading THE PRUDENTIAL AS MANAGER OF THE FUND'S INVESTMENTS
on page 22. The Fund does not plan to trade for short-term profits, but may take
advantage of occasional opportunities for such profits if circumstances make
this advisable. To the extent that the Fund makes short-term investments, it
would incur greater brokerage charges than would otherwise be the case, and any
short-term capital gains would constitute ordinary income.
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RESTRICTIONS ON INVESTMENT
The Fund operates under a number of investment restrictions. Some arise out of
state laws and are summarized under NEW JERSEY INVESTMENT LAWS on page 21. Those
which follow, as well as the investment policies described above, are
self-imposed, fundamental policies of the Fund. They may not be changed without
the vote of a majority of the Fund's outstanding voting securities.
The Fund does not:
(1) underwrite the securities of other issuers, except where it may be
deemed to be an "underwriter" for purposes of the Securities Act of
1933 as indicated under SPECIAL RISKS below;
(2) buy or sell commodities or commodity contracts;
(3) sell short or buy on margin, or buy, sell or write put or call options
or combinations of such options;
(4) invest for the purpose of exercising control or management;
(5) buy or hold the securities of any issuer if those officers and
directors of the Fund or officers of its investment advisor who own
individually more than one-half of 1% of the securities of such issuer
or together own more than 5% of the securities of such issuer;
(6) with respect to 75% of the value of its assets, buy the securities of
an issuer if the purchase would cause more than 5% of the value of the
Fund's total assets to be invested in the securities of any one issuer
(except for obligations of the United States government and its
instrumentalities) or result in the Fund owning more than 10% of the
voting securities of such issuer;
(7) concentrate its investments in any one industry (no more than 25% of
the value of the Fund's assets will be invested in any one industry);
(8) borrow money;
(9) buy or sell real estate, although the Fund may purchase shares of a
real estate investment trust;
(10) invest in the securities of other investment companies; or
(11) issue senior securities.
SECURITIES LENDING. The Fund may from time to time lend its portfolio securities
to broker-dealers and/or banks, provided that such loans are made pursuant to
written agreements and are continuously secured by collateral in the form of
cash, U.S. government securities or irrevocable standby letters of credit in an
amount equal to at least the market value at all times of the loaned securities.
During the time portfolio securities are on loan, the lender continues to
receive the interest and dividends, or amounts equivalent thereto, on the loaned
securities while receiving a fee from the borrower or earned interest on the
investment of the cash collateral. The right to terminate the loan is given to
either party subject to appropriate notice. Upon termination of the loan, the
borrower returns to the lender securities identical to the loaned securities.
The Prudential has advised the Fund's Directors that the lender does not have
the right to vote securities on loan, but The Prudential would terminate the
loan and cause the loaned securities to be returned to the Fund in order to
exercise the voting rights if that were considered important with respect to the
investment. The primary risk in lending securities is that the borrower may
become insolvent on a day on which the loaned security is rapidly advancing in
price. In such event, if the borrower fails to return the loaned securities, the
existing collateral might be insufficient to purchase back the full amount of
stock loaned, and the borrower would be unable to furnish additional collateral.
The borrower would be liable for any shortage; but the Fund would be an
unsecured creditor to such shortage and might not be able to recover all or any
of it. However, this risk may be minimized by a careful selection of borrowers
and securities to be lent.
The Fund will not lend its portfolio securities to broker-dealers affiliated
with The Prudential, including Prudential Securities Incorporated. This will not
affect the Fund's ability to maximize its securities lending opportunities.
SPECIAL RISKS. In addition to the previously mentioned restrictions, the Fund
may invest no more than 10% of the value of its assets in securities which,
because of legal or contractual restrictions upon resale or for other reasons,
are not readily marketable. Such securities include the privately placed
evidences of indebtedness referred to above. As of December 31, 1995, the Fund
did not hold any such restricted securities.
Any investment in such securities may entail special risks because of
difficulties in selling them. If the securities were to be sold publicly, the
Fund may be deemed an "underwriter" for purposes of the Securities Act of 1933
and may be required to register the securities under that Act. In that case, the
Fund might have to bear the expense of such registration, and the delays in the
sale pending the registration could result in a lower selling price.
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<PAGE>
If the securities were to be sold privately, the price obtainable might be lower
than would be obtained if the securities could be publicly marketed.
The value of any such securities will be determined in good faith by or under
the authority of the Fund's Board of Directors. A determination that the value
of particular securities is less than would have been the case had the
securities been freely marketable will make the net asset value of Fund shares
correspondingly lower.
Investment by the Fund in warrants or rights to acquire stock may also entail
risks. The Fund will not purchase any such warrants or rights if after giving
effect to such purchase the total cost to the Fund of all warrants and rights
then held by it will exceed 3% of the value of its assets. Warrants are
basically options to purchase securities at a specified price within a given
time. They are highly speculative, have no voting rights, pay no dividends, and
have no rights with respect to the assets of the corporation that issues them.
The price of warrants does not necessarily move parallel with the price of the
underlying securities.
NEW JERSEY INVESTMENT LAWS
As long as The Prudential, or a subsidiary or affiliate thereof, continues to be
the investment advisor of the Fund, the Fund's investments must meet
requirements set forth in the Revised Statutes of New Jersey. The Fund has,
accordingly, adopted such requirements as part of its investment policy while
The Prudential, or a subsidiary or affiliate, continues as the investment
advisor.
The following is a summary of provisions of New Jersey law which impose
additional limitations on the investment policies of the Fund described in the
preceding two sections.
1. Evidences of indebtedness of a corporation, joint stock association,
business trust, business joint venture or business partnership may not be
purchased if in default as to interest.
2. The stock of a corporation may not be purchased unless (i) the corporation
has paid a cash dividend on the class of stock during each of the past five
years preceding the time of purchase, or (ii) during the five-year period
the corporation had aggregate earnings available for dividends on such class
of stock sufficient to pay average dividends of 4% per annum computed upon
the par value of such stock, or upon stated value if the stock has no par
value. This limitation does not apply to any class of stock which is
preferred as to dividends over a class of stock whose purchase is not
prohibited.
3. Any common stock purchased must be (i) listed or admitted to trading on a
securities exchange in the United States or Canada; or (ii) included in the
National Association of Securities Dealers' national price listings of
"over-the-counter" securities; or (iii) determined by the Commissioner of
Insurance of New Jersey to be publicly held and traded and as to which
market quotations are available. As of the date of this prospectus no such
determination has been made.
4. Additional securities of a corporation may not be purchased if after the
purchase more than 10% of the market value of the assets of the Fund would
be invested in the securities of such corporation.
These currently applicable requirements of New Jersey law impose substantial
limitations on the ability of the Fund to invest in the stock of companies whose
securities are not publicly traded or who have not recorded a five-year history
of dividend payments or earnings sufficient to support such payments. This means
that the Fund will not generally invest in the stock of newly organized
corporations. Nonetheless, an investment not otherwise eligible under items 1
and 2 of this section may be made if, after giving effect to the investment, the
total cost of all such non-eligible investments does not exceed 5% of the
aggregate market value of the assets of the Fund.
Investment limitations may also arise under the insurance laws and regulations
of other states where contracts of the Program are sold. Although compliance
with the requirements of New Jersey law set forth above will ordinarily result
in compliance with any applicable laws of other states, under some circumstances
the limitations of other states could impose additional restrictions on the
portfolio of the Fund.
SUMMARY OF INVESTMENT ADVISORY CONTRACT
Under an Investment Advisory Contract, The Prudential has agreed to furnish
investment management to the Fund. Such investment management entails the
selection of securities for purchase or sale by the Fund and the resulting
placement of orders. Periodic reports of such purchases and sales are submitted
to the Fund for review by the Board of Directors.
Subject to The Prudential's supervision, substantially all of the investment
management services provided by The Prudential are furnished by its wholly-owned
subsidiary, PIC, pursuant to the Service Agreement between The
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Prudential and PIC which provides that The Prudential will reimburse PIC for its
costs and expenses. PIC is registered as an investment advisor under the
Investment Advisers Act of 1940.
The Prudential bears the expenses for investment advisory services incurred in
connection with the purchase and sale of securities (but not the brokers'
commissions and transfer taxes and other charges and fees attributable to
investment transactions), the salaries and expenses of all officers and
employees reasonably necessary for the Fund's operations (excluding members of
the Fund's Board of Directors who are not officers or employees of The
Prudential), and the office facilities of the Fund. The amount paid to The
Prudential for its investment advisory services to the Fund is shown under the
heading PRUDENTIAL'S GIBRALTAR FUND on page 8.
The Investment Advisory Contract and the Service Agreement will continue in
effect from year to year provided renewal is approved at least annually by the
Fund's Board of Directors, including approval by a majority of those directors
who are not interested persons of either party to the Contract or Agreement.
The Investment Advisory Contract also grants the Fund a royalty-free,
non-exclusive license to use the words "Prudential's Gibraltar" and the
registered service mark of a rock representing the Rock of Gibraltar which
appears on the cover of this prospectus. 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 vote to continue the
Contract notwithstanding termination of the license.
The Investment Advisory Contract may be terminated by the Board of Directors or
by the vote of a majority of the Fund's outstanding voting securities on 60 days
notice to The Prudential. The Prudential may terminate the Contract on 90 days
notice to the Fund. The Contract will also terminate automatically in the event
of its assignment.
The Prudential will continue to have responsibility for all investment advisory
services under its advisory or subadvisory agreements with respect to its
clients.
The Investment Advisory Contract with The Prudential was approved at the annual
meeting of stockholders held on May 21, 1970. The Board of Directors has
unanimously approved continuance of the Contract in each year since then, most
recently at a meeting held on March 1, 1996.
The Service Agreement between The Prudential and PIC will continue in effect as
to the Fund for a period of more than two years from its execution, only so long
as such continuance is specifically approved at least annually in the same
manner as the Investment Advisory Contract between The Prudential and the Fund.
The Agreement may be terminated by either party upon not less than 30 days prior
written notice to the other party, will terminate automatically in the event of
its assignment and will terminate automatically as to the Fund in the event of
the assignment or termination of the Investment Advisory Contract between The
Prudential and the Fund. The Prudential is not relieved of its responsibility
for all investment advisory services under the Investment Advisory Contract
between The Prudential and the Fund. The Agreement provides for The Prudential
to reimburse PIC for its costs and expenses incurred in furnishing investment
advisory services.
The Service Agreement between The Prudential and PIC was ratified by
stockholders at their annual meeting held on September 27, 1985. The Board of
Directors has unanimously approved continuance of the Agreement in each year
since then, most recently at a meeting held on March 1, 1996.
A separate contract between The Prudential and the Fund provides that, as long
as the Fund sells its shares 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 (except for the fees and
expenses of members of the Fund's Board of Directors who are not officers or
employees of The Prudential, brokers' commissions, transfer taxes and other
charges and fees attributable to investment transactions, and any other local,
state or federal taxes). The Prudential has accordingly paid the organizational
expenses of the Fund and such other expenses as those incurred in connection
with the registration of the Fund and Fund shares with the Securities and
Exchange Commission, the cost of preparing and printing Fund prospectuses, and
fees for auditors and lawyers. Under the present contractual arrangements, it
will continue to pay any such expenses incurred in the future.
THE PRUDENTIAL AS MANAGER OF THE FUND'S INVESTMENTS
Prudential Mutual Fund Investment Management (PMFIM), a division of PIC,
supplies the services with respect to equity securities. PMFIM analyzes
industries and companies within these industries in order to recommend purchases
and sales of equity securities. The personnel of PMFIM, formerly Prudential
Investment Advisors, comprised the Asset Management Department of The Prudential
until transferred to PIC on December 31, 1984,
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which Department had been responsible since 1950 for recommending and
supervising the investments that comprise the substantial portfolio of common
stocks held as part of The Prudential's general assets. This portfolio
approximated $261 million at the end of 1995. That Department had also been
responsible for a significant percentage of the common stock investments of The
Prudential's mutual funds, pension accounts and other accounts. Those
investments approximated $29.9 billion in market value at the end of 1995.
Gregory P. Goldberg, Managing Director, PMFIM, has been the portfolio manager
for the Gibraltar Fund since 1995. Mr. Goldberg also selects stocks for the
Prudential Multi-Sector Fund and is portfolio manager of the Prudential
Allocation Fund-Balanced Portfolio.
PMFIM's investment staff selects companies and diversifies investments over many
firms and industries. It provides continuous supervision and management over the
performance of the investments. This is to reduce the risk of developments which
may adversely affect the market value of the securities of one company or
industry. But the emphasis is on the careful choice of investments believed to
have potential for growth, rather than upon diversification alone.
In implementing the Fund's investment objectives, each securities analyst is
assigned the responsibility of keeping abreast of developments in specific
industries and companies within those industries. On the basis of periodic
contacts with company managements, consultants and research staffs of investment
banking and brokerage firms, as well as analyses of company reports, business
periodicals and standard statistical services, each analyst makes projections of
earnings and dividends, and determines the relative attraction of the companies
he/she follows based on these projections in the light of current conditions and
market price. Securities will be purchased for the Fund's portfolio and sold
from it on the basis of these analyses.
These methods of selection and supervision, like diversification, while they do
not guarantee successful investment or eliminate the risks involved therein, are
ones which the average individual may not have the time, facilities, training or
funds to employ on his/her own.
PORTFOLIO TURNOVER. The Fund's portfolio turnover rates for the last ten years
are shown in the table on page 6. (This rate is used to measure the activity of
a fund's portfolio securities. It is calculated by dividing purchases or sales,
whichever is less, by the average monthly value of the portfolio securities, in
each case excluding securities with maturities of one year or less.)
As noted elsewhere in this prospectus, 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%. During 1995 and 1994 the
portfolio turnover rates were 105% and 92%, respectively.
The Prudential manages several other securities portfolios, including the
portfolios of The Prudential Series Fund, Inc., The Prudential Variable Contract
Account-2, The Prudential Variable Contract Account-10 and The Prudential
Variable Contract Account-11, registered under the 1940 Act as open-end
management investment companies. Some of these portfolios invest in common
stock. Investment opportunities may become available from time to time that are
suitable both for the Fund and for these other common stock portfolios. On these
occasions, an allocation of the securities available will be made, taking into
account the suitability of the security in the light of the investment
objectives of each portfolio, the size and composition of the respective
portfolios and the availability of cash.
BROKERAGE
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.
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<PAGE>
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.
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 remuneration 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 1995, $756,838 was paid to various brokers in
connection with securities transactions for the Fund. Of this amount,
approximately 77.52% was allocated to brokers who provided research and
statistical services to The Prudential. The equivalent figures for 1994 were
$774,338 and 74.6%.
During 1995 and 1994, no money was paid to Prudential Securities Incorporated,
an affiliated broker.
DETERMINATION OF NET ASSET VALUE
Shares of the Fund are sold to Prudential's Investment Plan Account,
Prudential's Annuity Plan Account and Prudential's Annuity Plan Account-2, which
invest the money paid for purchases under the tax-qualified and
non-tax-qualified contracts of the Program. Sales of Fund shares are made at the
net asset value next determined after such purchases are made.
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<PAGE>
The Prudential determines the net asset value of Fund shares on each business
day (a day on which the New York Stock Exchange is open for business). The net
asset value is computed by dividing the net assets by the number of outstanding
shares of the Fund. Net assets are the total of cash and other assets, including
investment securities taken at value, minus liabilities.
Each security traded on a national securities exchange will be valued at the
price which, on the date of valuation, is the last sales price (or the last bid
price if there were no sales of the security that day) on the New York Stock
Exchange, or if not traded on such exchange, such last sales or bid price at the
time of close of the New York Stock Exchange on the principal exchange on which
such security is traded. For any security not traded on a national securities
exchange but traded in the over-the-counter market, the value will be the last
bid price available at the time of close of the New York Stock Exchange, except
that the securities for which quotations are furnished through a nationwide
automated quotation system approved by the National Association of Securities
Dealers, Inc. (NASDAQ) will be valued at the closing best bid price on the date
of valuation provided by a pricing service which utilizes NASDAQ quotations.
Debt obligations with maturities of less than 60 days are valued at amortized
cost. Portfolio securities or assets for which market quotations are not readily
available will be valued at fair value as determined in good faith by or under
authority of the Fund's Board of Directors.
REDEMPTION OF FUND SHARES
Redemptions of Fund shares result from liquidations of interests under the
contracts of the Program, and are made at the net asset value next determined
after such liquidations are made. Payment for shares redeemed will ordinarily be
made within seven days after the redemption request is received from The
Prudential.
This right of redemption may, however, be suspended for any period during which
the New York Stock Exchange is closed on other than a regular holiday or
weekend, or trading thereon is restricted, or for any period during which an
emergency exists as a result of which it is not reasonably practicable for the
Fund either to dispose of securities owned by it or to determine the value of
its assets fairly. Redemption may also be suspended in the event the Securities
and Exchange Commission has provided for such suspension for the protection of
security holders.
DESCRIPTION OF FUND SHARES AND VOTING RIGHTS
The Fund's authorized capital is 75,000,000 shares of common stock, $1 par
value. Common stock is purchased with amounts arising from payments made by
participants in the separate accounts of the Prudential Financial Security
Program. All shares of Fund stock are entitled to participate equally in
dividends and distributions of the Fund and in its net assets remaining upon
liquidation after satisfaction of outstanding liabilities. Fund shares are fully
paid and nonassessable when issued and have no preemptive, conversion or
exchange rights. Such shares are redeemable upon request, except under the
circumstances described in the preceding section, REDEMPTION OF FUND SHARES.
After a distribution of investment income and realized net capital gains in
December of each year, the balance of the Fund's investment income and realized
net capital gains for the calendar year then ending are normally distributed
during the first calendar quarter after the end of that calendar year. Any such
distributions to the accounts will ordinarily be credited in the form of
additional Fund shares at net asset value. However, partial distributions may be
made in cash to meet expenses of the accounts. See FEDERAL INCOME TAXES, page
30.
Each share of common stock outstanding is entitled to one vote. A vote is taken
annually for the election of directors and with respect to the selection of the
independent public accountants of the Fund. Other matters of a nonrecurring
nature, such as any proposed change in the fundamental investment policies
described on page 19, would also be submitted to a vote of the common stock.
These shares have non-cumulative rights when voting on the election of
directors.
Fund shares are held only by separate accounts of The Prudential. At December
31, 1995, Prudential's Investment Plan Account and Prudential's Annuity Plan
Account, the two accounts discussed in this prospectus, held, respectively,
approximately 80% and 1% of all Fund shares outstanding. Prudential's Annuity
Plan Account-2, a separate account of The Prudential which is not discussed in
this prospectus, held approximately 19%. Fund shares are voted by The Prudential
in accordance with voting instructions received from participants in those
accounts. Planholders under a Systematic Investment Plan and Planholders (or
contingent annuitants or beneficiaries in cases where a Planholder is deceased)
under a Variable Annuity Contract will be notified of any meeting at which Fund
shares may be voted. Planholders in each Account will be given an opportunity to
vote a number of Fund shares proportionate to their interest in that Account by
providing voting instructions on forms furnished for this purpose by The
Prudential. If there are Fund shares held in either Account for which voting
instructions are not received, The Prudential will vote those shares on each
matter in the same proportion as it votes the Fund shares held in the account
for which it received instructions.
25
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CUSTODIAN, TRANSFER AGENT AND DIVIDEND-PAYING AGENT
Chemical Bank, New York Plaza, New York, New York 10004, is custodian of the
Fund's assets and transfer agent and dividend-paying agent of the Fund. As
custodian, Chemical Bank maintains certain financial and accounting books and
records on behalf of the Fund pursuant to an agreement with the Fund.
SUPPLEMENTARY INFORMATION
CUSTODIAN FOR PRUDENTIAL'S INVESTMENT PLAN ACCOUNT
Chemical Bank is also custodian for Prudential's Investment Plan Account.
Chemical Bank is a banking corporation organized under the laws of the State of
New York. It is subject to supervision by the Superintendent of Banks of New
York and by the Federal Reserve Board.
The custodian maintains custody of Fund shares and any other assets of the
Account and is responsible for any loss. However, the custodian will be relieved
of such responsibility to the extent that a loss was occasioned by other than
the negligence of, or robbery, burglary or theft by, its employees. The
custodian will not be liable for acting upon oral instructions from The
Prudential with respect to the Account prior to written confirmation, except in
the case of the negligence or willful misconduct of the custodian and/or its
employees. The custodian will not be liable for action taken in good faith upon
any certificate from The Prudential which the custodian in good faith believes
to have been validly executed. Neither The Prudential, the custodian nor any
other person may create a lien on the Account assets.
In order to reduce the number of times when Fund shares must be redeemed to meet
daily liquidation requests by Planholders, The Prudential is required under the
provisions of the custodian agreement to purchase shares of the Account on days
when liquidations by Planholders exceed their purchases and to liquidate those
shares on days when purchases by Planholders exceed their liquidations. The
Prudential may also liquidate shares thus credited to it when it believes its
holdings to be too large. The Prudential may realize profit or loss whenever it
liquidates shares, depending upon changes in the value of the shares since The
Prudential purchased them.
Fund shares related to shares of the Account credited to The Prudential will not
be voted.
Either party may terminate the custodian agreement between The Prudential and
the custodian after giving 30 days written notice of termination.
NAMING A BENEFICIARY
Subject to The Prudential's approval, a beneficiary may be designated (1) for
the Shares credited under a Systematic Investment Plan, (2) for the termination
value of an annuity if the Planholder dies on or after the purchase date but
before the initial payment date, and (3) if a Type B Annuity is effected, for
the discounted value of the unpaid installments if the Planholder dies after the
first but before the 120th monthly installment is payable.
The Prudential reserves the right, prior to making payment in accordance with a
beneficiary designation, to require due proof of the Planholder's death and such
completed claim forms and other evidence as may be required to properly
establish the claim.
Subject to the above, at the death of a Planholder who has SIP Shares credited,
the designated beneficiary, if a natural person taking in his/her own right,
will be credited with that number of the Planholder's SIP Shares which represent
the beneficiary's interest. If such beneficiary is not already a Planholder, The
Prudential will establish a Plan for the beneficiary and transfer the shares so
credited to that Plan. However, under the revised Plan described throughout this
prospectus, if the beneficiary is not a natural person taking in his/her own
right, The Prudential will, as of the date of receipt by The Prudential of the
required documents, liquidate such number of the deceased Planholder's SIP
Shares as represent that beneficiary's interest and will pay the proceeds of the
liquidation to that beneficiary. See DIFFERENCES UNDER OLD FORM CONTRACTS below.
For determination of the amount payable, if any, to the beneficiary upon the
death of a Planholder after the purchase date of a variable annuity, see
CANCELING THE ANNUITY on page 18.
ASSIGNMENT
The Planholder's interest under his/her Systematic Investment Plan is assignable
only as collateral to a bank or other financial institution and then only to the
extent of the number of SIP Shares credited to the Planholder on the date of the
assignment, exclusive of any subsequent distribution, and exclusive of any of
the Planholder's SIP Shares restricted under a Letter of Intent. See page 11. An
assignee's only right shall be to liquidate such assigned shares. The Prudential
shall not be considered to have knowledge of any assignment unless the original
or a
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duplicate of the document evidencing the assignment is filed with The
Prudential. The Prudential assumes no responsibility for the validity or
sufficiency of any assignment, furnishes no forms for that purpose, and
recommends that if an assignment is contemplated, it be prepared with the advice
of the Planholder's legal counsel. Annuity rate protection rights are not
assignable. However, as described under ANNUITY RATE PROTECTION on page 12, such
rights may, under certain conditions, be used by a co-Planholder, if any, or by
the Planholder's spouse after the Planholder's death.
Neither the Variable Annuity Contracts nor any values or payments thereunder are
assignable except to The Prudential.
CHANGING THE CONTRACT
The Prudential may not change the Contract with respect to any annuity already
purchased. Neither may it change the schedules of annuity rates applicable to
annuity rate protection rights already purchased but not yet exercised.
Otherwise, upon 90 days notice to Planholders, The Prudential may change the
terms and provisions concerning the schedules of annuity rates, annuity rate
protection, the charges by The Prudential and the applicable minimum
requirements. However, it may not increase any charge unless it first obtains an
order of exemption from the Securities and Exchange Commission. The Prudential
may also refuse to accept any request for a purchase under the Systematic
Investment Plan, and it may add or substitute contracts under the Program,
provided, however, that unless the change is required by law or regulation, it
will not affect purchases already made unless the Planholder accepts the
substituted contracts as applying to any such purchases. Also see DIFFERENCES
UNDER OLD FORM CONTRACTS which follows.
Except as provided above, or as required by federal or state law or regulation,
no changes which would adversely affect rights acquired by Planholders will be
made without consent.
DIFFERENCES UNDER OLD FORM CONTRACTS
As stated in the introductory summary on page 2, the Systematic Investment Plan
and Variable Annuity Contracts described in the preceding sections of this
prospectus are the revised Contracts first offered to the public on September
17, 1973.
Old Form Contracts may continue to be held by some persons who became
Planholders before introduction of the revised Contracts in their state, and by
persons who are added as Planholders pursuant to provisions of outstanding Old
Form Contracts. All such persons will, of course, be governed by the provisions
of their Old Form Contracts. Old Form Contracts can be identified by the letter
A appearing as the 7th digit (and only letter) in the plan number. Revised
Contracts contain the letter B in that spot.
CHANGE TO REVISED CONTRACTS. Planholders with Old Form Contracts may, in most
cases, exchange their interests in such Contracts without charge for interests
in the revised Contracts. However, for purchasers of annuities under the Program
prior to introduction of the revised Contracts in their state, the Old Form
Contracts provisions under which such annuities were effected will continue to
govern for those annuities, even if the Contracts are otherwise exchanged for
revised Contracts.
The Old Form Contracts are similar in many respects to the revised Contracts.
Therefore, unless otherwise indicated in the preceding sections of this
prospectus, the information given is equally applicable to the Old Form
Contracts and to interests held under them. There are, however, several
important differences, as well as some lesser ones, as described below.
CONTRACTS COMPRISING THE PROGRAM. In addition to the Systematic Investment Plan
and Variable Annuity Contracts, the Old Form Contracts for the Planholder
include a Fixed-Dollar Annuity and Annuity Rate Protection Contract.
TRANSFER ACCOUNT. Participation in the Program under Old Form Contracts requires
that a Transfer Account must have been established. The person who has
established and who maintains a Transfer Account is called an Accountholder.
Purchase payments under Old Form Contracts may be made only by transferring
funds from a Transfer Account. For an Accountholder the Transfer Account
Agreement is one of the contracts that make up his/her Program, and
Accountholders are referred to the Agreement for a full statement of its
provisions. Summarized below are those provisions which relate directly to
purchases made from the Transfer Account.
An Accountholder may authorize or make purchases from his/her Transfer Account
for any family member (the Accountholder, his/her spouse, their parents,
children, brothers, sisters and grandchildren) who is a Planholder. An initial
charge of $5 is made for the second and each additional Planholder enrolled
under the Account.
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Deposits of $25 or more may be made into the Transfer Account either on a
scheduled or nonscheduled basis. Funds may be transferred out of an Account to
make purchase payments under the Systematic Investment Plan, either in
accordance with a Transfer Schedule established by the Accountholder or on a
nonscheduled basis, and to purchase a variable annuity or fixed-dollar annuity
under the Program, and in certain circumstances to pay premiums under The
Prudential insurance policies outside the Program. Withdrawals from the Account
may be made by written request. The Prudential will credit interest as of the
end of each calendar quarter in which the average balance in the Transfer
Account during the quarter is $50 or more. The interest rate is determined each
year by The Prudential's Board of Directors. The rate of interest for 1996
is 4%.
SYSTEMATIC INVESTMENT PLAN DIFFERENCES
MINIMUM PURCHASE AMOUNT. Although the minimum initial purchase amount is $300,
as in the case of the revised Plan, the minimum amount of any subsequent
purchase is $100. As indicated in the discussion of the Transfer Account above,
purchases may be made on a scheduled basis from the Transfer Account, but only
if the schedule provides for purchases of at least $400 a year.
DETERMINING SALES CHARGE. In determining sales charge under Old Form Contracts
there is no provision for adding, to the dollar amount of the current purchase,
the value of shares already credited under the Plan, as described on page 10 for
the revised Plan. While the sales charge is thus determined separately for each
purchase payment, all nonscheduled transfers from the Transfer Account on the
same day as purchase payments for the Plans of spouses and their children under
the age of 21 will be considered a single purchase payment for the purpose of
determining the sales charge.
There is no provision for Letter of Intent under Old Form Contracts.
ANNUITY RATE PROTECTION. Rights acquired under Old Form Contracts may be used
only on the life of the Planholder for whom they were purchased, in connection
with the purchase of either a fixed-dollar annuity or variable annuity under the
Program. These rights terminate upon the death of the Planholder or upon
termination of the Planholder's participation in the Program. The charge for the
rights acquired in respect to Plan purchases under Old Form Contracts is not
deducted from the Planholder's annual distribution, but instead is deducted from
the amount specified for transfer from the Transfer Account in connection with a
purchase under the Plan, before transferring the remainder as the purchase
payment.
DISTRIBUTIONS. Under Old Form Contracts, as with the revised Plan described
throughout this prospectus, the amount of the Planholder's annual distribution,
after any deductions have been made from it, is ordinarily applied at net asset
value to increase the number of shares credited under the Plan. As an
alternative under Old Form Contracts, however, any such amount may instead be
distributed to the Planholder in cash if he/she or The Prudential so elects. As
noted on page 12, the date of distribution will ordinarily occur once a year in
December.
Deductions from the amount of distribution under Old Form Contracts consist of
the annual custodial charge and, for Plans issued in Maryland and New York, any
charge for the purchase of annuity rate protection rights as described in the
next to last paragraph under ANNUITY RATE PROTECTION on page 12. There is no
deduction for the cost of annuity rate protection rights acquired in connection
with purchases under the Plan since, as described in the previous subsection,
the charge for such rights is paid at the time the shares are credited under Old
Form Contracts.
BENEFICIARY. Subject to the conditions specified in the first paragraph under
NAMING A BENEFICIARY on page 26, at the death of the Planholder under Old Form
Contracts, such number of the Planholder's securities shares as represent the
designated beneficiary's interest will be credited to that beneficiary. If the
designated beneficiary is not already a Planholder, The Prudential will without
charge establish a Plan for the beneficiary and transfer the shares so credited
to that Plan. The Plan established will be the revised Systematic Investment
Plan.
The preceding paragraph applies whether or not the beneficiary is a natural
person taking in his/her own right. There is no requirement under Old Form
Contracts for liquidation of the beneficiary's interest, with payment in cash,
when the beneficiary is not a natural person taking in his/her own right.
VARIABLE ANNUITY CONTRACT DIFFERENCES
Under the Fixed-Dollar Annuity and Annuity Rate Protection Contract included
among the Old Form Contracts, a fixed-dollar annuity (not described in this
prospectus) is available. A fixed-dollar annuity purchase may be used in
combination with a variable annuity purchase to satisfy the initial minimum
purchase requirement described under
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<PAGE>
PURCHASING A VARIABLE ANNUITY on page 14, and either a fixed-dollar or a
variable annuity or a combination of both may be used to satisfy the subsequent
purchase minimum described in the same section.
DETERMINATION OF SALES CHARGE. There are three differences between the manner in
which the sales charge for an annuity purchase under the Old Form Contracts is
determined and that described under SALES AND OTHER CHARGES on page 15.
First, current and previous fixed-dollar annuity purchases under the Program are
combined with variable annuity purchases in determining the applicable sales
charge rate. Second, purchases made by a husband and wife are combined in
determining the sales charge rate, but not purchases by or for their children.
Finally, the lower sales charges for purchases made with the proceeds of
Systematic Investment Plan liquidations apply to any such proceeds credited to
the Transfer Account within three months after liquidation, no matter when they
may subsequently be transferred to purchase an annuity.
GRADUAL INVESTMENT PURCHASE OF VARIABLE ANNUITY. For Planholders with Old Form
Contracts, The Prudential provides an alternative arrangement under which a
person who purchases a variable annuity with no accumulation period may do so by
starting out with a fixed-dollar annuity and converting it gradually over a
36-month period, a 1/36th portion in each month, to a variable annuity. This
gradual conversion arrangement permits the purchaser to reduce the chance of
making the purchase at a time when the value of common stock may be relatively
high, by making in effect 36 separate investments in the Account. Of course,
this also reduces the chance of investing in annuity shares at a time when the
value of common stocks may be relatively low. The 5% rate schedule is not
available with gradual conversion.
RATE SCHEDULES. In the revised form of contract, as described under HOW VARIABLE
ANNUITY PAYMENTS ARE DETERMINED on page 16, the 3.5% schedule applies in only a
few states where the 5% schedule is not available under state law. Under Old
Form Contracts the 3.5% schedule is also available as an alternative to the 5%
schedule in the states where the 5% schedule is available.
In those states, the 5% schedule will be used for a variable annuity purchase
unless the 3.5% schedule is specifically requested. However, the 5% schedule is
not available where the gradual investment arrangement is chosen, or for a
fixed-dollar annuity purchase under the Program.
THE CONTINUING RIGHT TO PURCHASE AN ANNUITY. In addition to the assurances
described under this heading beginning on page 19, Old Form Contract Planholders
who own other contracts issued by The Prudential on the date of notice of an
intention to discontinue providing variable annuities may exchange those
contracts for variable annuities even if the 90-day period has expired, but only
to the extent of the Planholder's interest in such other contracts on the date
of the notice.
STATE REGULATION
The Prudential 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 must file an
annual statement in a form promulgated by the National Association of Insurance
Commissioners. This annual statement is reviewed and analyzed by the New Jersey
Department, which makes an independent computation of The Prudential's reserve
liabilities under all outstanding life insurance and annuity contracts.
New Jersey law requires a quinquennial examination of The Prudential to be made.
Examination involves extensive audit, including but not limited to an inventory
check of assets, sampling techniques to check the performance by The Prudential
of its contracts, and an examination of the manner in which divisible surplus
has been apportioned and distributed to policyholders and contractholders.
The laws of New Jersey also contain special provisions, which are codified as
Sections 17B:28-1 through 17B:28-14 of the New Jersey Statutes, which relate to
the issuance and regulation of contracts on a variable basis. These statutes set
forth a number of mandatory provisions which must be included in contracts on a
variable basis and prohibit such contracts from containing other specified
provisions.
In addition to the annual statement referred to above, The Prudential is
required to file with New Jersey and other states a separate annual statement
with respect to the operations of all its variable contract accounts, in a form
promulgated by the National Association of Insurance Commissioners.
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<PAGE>
Regulation by the New Jersey Department does not involve any supervision or
control over the investment policy of the Fund or over the selection of
investments therefor, except for verification that certain investment
requirements of New Jersey law are met.
FEDERAL INCOME TAXES
PRUDENTIAL'S GIBRALTAR FUND. Under the provisions of the Internal Revenue Code
applicable to regulated investment companies, the Fund, by distributing
substantially all of its net investment income and realized capital gains, will
be relieved of federal income tax on the income and gains so distributed. The
Fund has qualified for such tax treatment and intends to continue to so qualify.
Qualification of the Fund as a regulated investment company does not involve
government supervision of management or of investment practices or policies. See
DESCRIPTION OF FUND SHARES AND VOTING RIGHTS on page 25. There is a 4% excise
tax on a portion of the undistributed income of a regulated investment company
if that company fails to distribute required percentages of its ordinary income
and capital gain net income. The Fund intends to employ practices that will
eliminate or minimize the imposition of this excise tax.
PRUDENTIAL'S INVESTMENT PLAN ACCOUNT. For federal income tax purposes,
Prudential's Investment Plan Account is a separate entity taxable as a
corporation. The Account has qualified under the provisions of Subchapter M of
the Internal Revenue Code, and it is expected that it will continue to so
qualify. As with the Fund, the Account, by distributing substantially all of the
net investment income and realized capital gains, will not be subject to federal
income tax on the income and gains so distributed. As with the Fund, the Account
intends to employ practices that will eliminate or minimize the 4% excise tax.
See DISTRIBUTIONS on page 13. Neither the custodian nor the Account bears any
portion of any federal income taxes levied or assessed against either with
respect to shares of the Account credited to Planholders, or with respect to the
operations of the Program, the income from such shares or the transfer or
liquidation of such shares. Any liquidation or transfer of a Planholder's shares
in accordance with the provisions of the Systematic Investment Plan Contract
shall be deemed made on behalf of the Planholder and any federal income taxes
payable as a result shall be borne by the Planholder.
Distributions of net investment income from the Account to Planholders are
taxable to each Planholder at ordinary income rates. Any capital gains dividend
distributions from the Account to Planholders are taxable to each Planholder as
long-term capital gains.
PRUDENTIAL'S ANNUITY PLAN ACCOUNT. The operations of Prudential's Annuity Plan
Account form a part of, and are taxed with, the operations of The Prudential. No
federal income tax is currently payable on distributions of income received on
the Fund shares held in the Account for the benefit of Planholders, on capital
gains realized by the Prudential on redemptions of Fund shares, or on capital
gains dividends received by the Account from the Fund. Accordingly, the annuity
share value is not affected by income and capital gains distributions. These
distributions are reinvested in the Fund and are not distributed to Planholders.
Consequently, the Planholder is subject to federal income tax on his/her
variable annuity only when he/she receives monthly annuity payments or if he/she
cancels his/her annuity (see CANCELING THE ANNUITY, page 18). A portion of each
monthly annuity payment is excluded from gross income until the total investment
in the contract is recovered. The portion of each payment to be excluded is
determined by dividing the investment in the contract by the annuitant's life
expectancy, with an adjustment for a Type B Annuity being made to reflect the
10-year certain feature. The payments in excess of this excluded portion are
taxable as ordinary income. If the Planholder cancels his/her annuity, any gain
on the cancellation is taxable as ordinary income.
Taxable payments under the Contract will generally be subject to withholding by
The Prudential. Recipients of pensions and annuities may elect for withholding
not to apply.
The above discussion of the federal income tax status under these Contracts is
not complete and is not intended as tax advice nor does it consider any
applicable state or other tax laws. A qualified tax advisor should be consulted
for complete information and advice.
ADDITIONAL INFORMATION
This prospectus does not contain all the information set forth in the
registration statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Securities and Exchange Commission. The
information so omitted may be obtained from the Commission's principal office in
Washington, DC, upon payment of the fees prescribed by the Commission.
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EXPERTS
The financial statements included in this prospectus and the financial
statements from which the FINANCIAL HIGHLIGHTS included in this prospectus have
been derived, have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their reports appearing herein. Such financial statements and
FINANCIAL HIGHLIGHTS have been included herein in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.
Deloitte & Touche LLP's principal business address is Two Hilton Court,
Parsippany, New Jersey 07054-0319.
LITIGATION
No litigation is pending that would have a material effect on Prudential's
Investment Plan Account or Prudential's Annuity Plan Account.
DIRECTORS AND OFFICERS OF THE FUND
The directors and executive officers of the Fund are listed below, together with
their addresses and information as to their principal occupations during the
past five years. Collectively, they own, on record or beneficially, less than a
1% interest in separate accounts of The Prudential which hold Fund shares.
Directors' meeting fees and expenses are paid by the Fund only in respect to
those directors or former directors who are not officers or employees of The
Prudential. Such payments totaled $7,200 in 1995 and $8,400 in 1994,
representing equal amounts paid to Messrs. Fenster, McDonald and Weber.
MENDEL A. MELZER*, Chairman of the Board--Chief Financial Officer of the Money
Management Group of The Prudential since 1995; 1993 to 1995: Senior Vice
President and Chief Financial Officer of Prudential Preferred Financial
Services; 1991 to 1993: Managing Director, The Prudential Investment
Corporation.
E. MICHAEL CAULFIELD*, President and Director--Chief Executive Officer of the
Money Management Group of The Prudential since 1995; 1995: Chief Executive
Officer, Prudential Preferred Financial Services; 1993 to 1995: President,
Prudential Preferred Financial Services; 1992 to 1993: President, Prudential
Property and Casualty Insurance Company; Prior to 1992: President of Investment
Services of The Prudential.
SAUL K. FENSTER, Director--President of New Jersey Institute of Technology.
Address: 323 Martin Luther King Boulevard, Newark, New Jersey 07102.
W. SCOTT McDONALD, JR., Director--Principal, Scott McDonald & Associates since
1995; Prior to 1995: Executive Vice President of Fairleigh Dickinson University.
Address: 8 Zamrok Way, Morristown, New Jersey 07960.
JOSEPH WEBER, Director--Vice President, Interclass (international corporate
learning). Address: 37 Beachmont Terrace, North Caldwell, New Jersey 07006.
I. EDWARD PRICE, Vice President. -- Senior Vice President and Actuary,
Prudential Individual Insurance Group since 1995; 1994 to 1995: Chief Executive
Officer, Prudential International Insurance; 1993 to 1994: President, Prudential
International Insurance; Prior to 1993: Senior Vice President and Company
Actuary of The Prudential.
STEPHEN P. TOOLEY, Comptroller--Vice President and Comptroller of the Individual
Insurance Group of The Prudential since 1995; 1993 to 1995: Vice President and
Comptroller of Prudential Insurance and Financial Services; Prior to 1993:
Director, Financial Analysis of The Prudential.
THOMAS C. CASTANO, Secretary and Treasurer--Assistant General Counsel of The
Prudential since 1993; Prior to 1993: Assistant General Counsel of Pruco Life
Insurance Company.
*These members of the Board are interested persons of The Prudential, its
affiliates or the Fund as defined in the 1940 Act. 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. Mr. Melzer and Mr. Caulfield, two of the five members of the Board, are
interested persons of The Prudential and the Fund, as that term is defined in
the 1940 Act, because they are officers and/or affiliated persons of The
Prudential, the investment advisor to the Fund. Messrs. Fenster, McDonald and
Weber are not interested persons of The Prudential, its affiliates or the Fund.
However, 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.
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DIRECTORS AND OFFICERS OF THE PRUDENTIAL
The directors and certain officers of The Prudential, listed with their
principal occupations during the past 5 years, are shown below.
DIRECTORS OF THE PRUDENTIAL
FRANKLIN E. AGNEW, Director. -- Business Consultant and former Senior Vice
President of H.J. Heinz. Address: One Mellon Bank Center, Suite 2120,
Pittsburgh, PA 15219.
FREDERIC K. BECKER, Director. -- President of Wilentz, Goldman, and Spitzer (law
firm). Address: 90 Woodbridge Center Drive, Woodbridge, NJ 07095.
WILLIAM W. BOESCHENSTEIN, Director.--Director, Owens-Corning Fiberglas
Corporation. Address: One Seagate, Toledo, OH 43604.
LISLE C. CARTER, JR., Director.--Former Senior Vice President and General
Counsel, United Way of America. Address: 701 North Fairfax Avenue, Alexandria,
VA 22314.
JAMES G. CULLEN, Director.--Vice Chairman, Bell Atlantic Corporation since 1995;
1993 to 1995: President, Bell Atlantic Corporation; Prior to 1993: President,
New Jersey Bell. Address: 1310 North Court House Road, 11th floor, Alexandria,
VA 22201.
CAROLYNE K. DAVIS, Director.--Health Care Advisor, Ernst & Young. Address: 5480
Cayuga Lake Road, Romulus, NY 14541.
ROGER A. ENRICO, Director.--Chairman and Chief Executive Officer, Pepsico
Worldwide Restaurants since 1994; 1993 to 1994: Vice Chairman, Pepsi Co. Inc.;
1991 to 1993: Chairman and Chief Executive Officer, Pepsi Co. Worldwide Foods.
Address: 6303 Forest Park, Dallas, TX 75235.
ALLAN D. GILMOUR, Director.--Former Vice Chairman, Ford Motor Company. Address:
Prudential Plaza, Newark, NJ 07102-3777.
WILLIAM H. GRAY, III, Director.--President and Chief Executive Officer, United
Negro College Fund, Inc. since 1991. Address: 8260 Willow Oaks Corporate Drive,
Fairfax, VA 22031.
JON F. HANSON, Director.--Chairman, Hampshire Management Co. Address: 235 Moore
Street, Suite 200, Hackensack, NJ 07601.
CONSTANCE J. HORNER, Director.--Guest Scholar, The Brookings Institution since
1993; 1991 to 1992 Assistant to the President and Director of Presidential
Personnel, U.S. Government. Address: 1775 Massachusetts Avenue, N.W.,
Washington, DC 20036-2188.
ALLEN F. JACOBSON, Director.--Former Chairman and Chief Executive Officer,
Minnesota Mining & Manufacturing Co. Address: 30 Seventh Street East, St. Paul,
MN 55101-4901.
GARNETT L. KEITH, JR., Director and Vice Chairman.--Vice Chairman of The
Prudential. Address: Prudential Plaza, Newark, NJ 07102-3777.
BURTON G. MALKIEL, Director.--Professor, Princeton University. Address:
Princeton University, 110 Fisher Hall, Prospect Avenue, Princeton, NJ
08544-1021.
JOHN R. OPEL, Director.--Prior to 1994, Chairman of the Executive Committee,
International Business Machines Corporation. Address: 590 Madison Avenue, New
York, NY 10022.
ARTHUR F. RYAN, Chairman of the Board, President, and Chief Executive Officer.
- -- Chairman of the Board, President, and Chief Executive Officer, The Prudential
since 1994; Prior to 1994, President and Chief Operating Officer, Chase
Manhattan Corporation. Address: Prudential Plaza, Newark, NJ 07102-3777.
CHARLES R. SITTER, Director.--Former President and Director, Exxon Corporation.
Address: 225 John W. Carpenter Freeway, Irving, TX 75062.
DONALD L. STAHELI, Director.--Chairman and Chief Executive Officer, Continental
Grain Company since 1994; Prior to 1994; Chairman, Continental Grain Company.
Address: 277 Park Avenue, New York, NY 10172.
RICHARD M. THOMSON, Director.--Chairman of the Board and Chief Executive
Officer, The Toronto-Dominion Bank. Address: P.O. Box 1, Toronto-Dominion
Centre, Toronto, Ontario, M5K 1A2, Canada.
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P. ROY VAGELOS, M.D., Director.--Former Chairman, President and Chief Executive
Officer, Merck & Co., Inc. Address: One Crossroads Drive, Bedminster, NJ 07921.
STANLEY C. VAN NESS, Director.--Attorney, Picco, Herbert, and Kennedy (law
firm). Address: One State Street Square, Suite 1000, Trenton, NJ 08607-1388.
PAUL A. VOLCKER, Director.--Chairman, James D. Wolfensohn, Inc. Address: 599
Lexington Avenue, New York, NY 10022.
JOSEPH H. WILLIAMS, Director.--Director, The Williams Companies since 1994;
Prior to 1994: Chairman and Chief Executive Officer, The Williams Companies.
Address: P.O. Box 2400, Tulsa, OK 74102.
OTHER EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
MARK B. GRIER, Chief Financial Officer.--Chief Financial Officer of The
Prudential since 1995; Prior to 1995: Executive Vice President and Head of
Global Markets, Chase Manhattan Corporation.
SUSAN L. BLOUNT, Vice President and Secretary.--Vice President and Secretary of
The Prudential since 1995; Prior to 1995: Assistant General Counsel for
Prudential Residential Services Company.
C. EDWARD CHAPLIN, Vice President and Treasurer.--Vice President and Treasurer
of The Prudential since 1995; 1993 to 1995: Managing Director and Assistant
Treasurer of The Prudential; 1992 to 1993: Vice President and Assistant
Treasurer, Banking and Cash Management for The Prudential; Prior to 1992:
Regional Vice President of Prudential Mortgage Capital Company.
33
<PAGE>
FINANCIAL STATEMENTS OF
PRUDENTIAL'S INVESTMENT PLAN ACCOUNT
<TABLE>
<S> <C>
STATEMENT OF NET ASSETS
December 31, 1995
Investment in 20,660,796 shares of
Prudential's Gibraltar Fund at
net
asset value of $10.1371 per share
(Cost: $206,291,404)........... $ 209,439,889
Accrued expenses................... (46,686)
-------------
NET ASSETS......................... $ 209,393,203
-------------
-------------
Net assets were comprised of:
Paid-in capital.................... $ 206,255,944
Distributions in excess of net
investment income................ (14,652)
Accumulated net realized gains..... 3,427
Net unrealized appreciation........ 3,148,484
-------------
Net assets, December 31, 1995...... $ 209,393,203
-------------
-------------
Net asset value per share of
20,944,486 outstanding
Securities Shares................ $ 9.9975
-------------
-------------
</TABLE>
<TABLE>
<S> <C>
STATEMENT OF OPERATIONS
Year Ended December 31, 1995
INVESTMENT INCOME
Dividend distributions received... $ 3,219,566
EXPENSES
Administration charge [Note 1].... 1,547,862
------------
NET INVESTMENT INCOME............... 1,671,704
------------
NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS
Capital gains distributions
received........................ 17,225,385
Realized loss on shares redeemed
[identified cost basis]......... (296,003)
Net unrealized gain on
investments..................... 15,635,256
------------
NET GAIN ON INVESTMENTS............. 32,564,638
------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS......... $ 34,236,342
------------
------------
</TABLE>
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31
<CAPTION>
----------------------------------------
1995 1994
------------------ -----------------
OPERATIONS:
<S> <C> <C>
Net investment income......................... $ 1,671,704 $ 2,504,877
Capital gains distributions received.......... 17,225,385 26,877,899
Realized loss on shares redeemed.............. (296,003) (111,234)
Net unrealized gain (loss) on investments..... 15,635,256 (33,217,396)
------------------ -----------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS..................... 34,236,342 (3,945,854)
------------------ -----------------
DIVIDENDS TO PLANHOLDERS FROM [NOTE 5]:
Net investment income......................... (1,657,617) (2,494,652)
Net realized gain from investment
transactions................................. (17,225,586) (26,878,099)
------------------ -----------------
TOTAL DIVIDENDS TO PLANHOLDERS.................. (18,883,203) (29,372,751)
------------------ -----------------
SECURITIES SHARES TRANSACTIONS:
Purchase payments............................. 18,426,882 30,028,358
Security Shares liquidated.................... (15,591,735) (13,361,790)
------------------ -----------------
NET INCREASE IN NET ASSETS RESULTING
FROM SECURITIES SHARES TRANSACTIONS:.......... 2,835,147 16,666,568
------------------ -----------------
TOTAL INCREASE (DECREASE) IN NET ASSETS......... 18,188,286 (16,652,037)
NET ASSETS:
Beginning of year............................. 191,204,917 207,856,954
------------------ -----------------
End of year................................... $ 209,393,203 $ 191,204,917
------------------ -----------------
------------------ -----------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS ON PAGE A2
A1
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
PRUDENTIAL'S INVESTMENT PLAN ACCOUNT
NOTE 1: ADMINISTRATION CHARGE
The administration charge is applied daily at an effective annual rate of 0.750%
against the net assets of the Account. This charge is paid to The Prudential
Insurance Company of America (The Prudential).
NOTE 2: TAXES
For federal income tax purposes, Prudential's Investment Plan Account is a
separate entity taxable as a corporation, and as such has elected to be taxed as
a regulated investment company under Subchapter M of the Internal Revenue Code.
As a result, by distributing substantially all of its net investment income and
net realized capital gains, the Account will not be subject to federal income
tax on the investment income and capital gains so distributed.
NOTE 3: SECURITIES SHARE TRANSACTIONS
The number of Securities Shares purchased and liquidated for the years ended
December 31, 1995 and December 31, 1994, respectively, are as follows:
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Securities Shares purchased: 76,417 120,448
Securities Shares liquidated: 1,548,936 1,161,767
Reinvestment of dividend distributions: 1,775,407 3,228,222
</TABLE>
NOTE 4: SECURITIES SHARE INFORMATION
<TABLE>
<CAPTION>
NET ASSET VALUE DIVIDENDS FROM NET CAPITAL GAINS
YEAR AT DECEMBER 31 INVESTMENT INCOME DISTRIBUTION
- --------- ---------------- --------------------- ---------------
<S> <C> <C> <C>
1991 11.3754 .1785 .8650
1992 11.1042 .1045 2.0436
1993 11.2631 .0898 2.2692
1994 9.2631 .1427 1.5380
1995 9.9975 .0863 .8968
</TABLE>
NOTE 5: DISTRIBUTIONS
The date of distribution ordinarily occurs at the end of the calendar year.
$57,279 and $61,085 of the gross distributions of $18,883,203 and $29,372,751
were applied to pay custodial charges for the years ended December 31, 1995 and
December 31, 1994. The annual charges were not in excess of $3.80 per
planholder.
NOTE 6: RECLASSIFICATIONS
Certain reclassifications have been made to the 1994 financial statements to
conform to the 1995 presentation.
A2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To Planholders of Prudential's Investment Plan Account and the Board of
Directors of The Prudential Insurance Company of America:
We have audited the accompanying statement of net assets of Prudential's
Investment Plan Account of The Prudential Insurance Company of America as of
December 31, 1995, and 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 share information for each of the five years in the
period then ended. These financial statements and share information are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and share 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 share
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, 1995. 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 share information present fairly,
in all material respects, the financial position of Prudential's Investment Plan
Account as of December 31, 1995, the results of its operations, the changes in
its net assets, and the share information for the respective stated periods in
conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Parsippany, New Jersey
February 15, 1996
A3
<PAGE>
FINANCIAL STATEMENTS OF
PRUDENTIAL'S ANNUITY PLAN ACCOUNT
<TABLE>
<S> <C>
STATEMENT OF NET ASSETS
December 31, 1995
Investment in 240,480 shares of
Prudential's Gibraltar Fund at
net
asset value of $10.1371 per share
(Cost: $2,278,782)............. $ 2,437,764
Accrued expenses................... (102)
-------------
NET ASSETS......................... $ 2,437,662
-------------
-------------
NET ASSETS, representing:
Equity of annuitants [Note 4].... 2,274,289
Equity of The Prudential
Insurance Company
of America..................... 163,373
-------------
$ 2,437,662
-------------
-------------
</TABLE>
<TABLE>
<S> <C> <C>
STATEMENT OF OPERATIONS
Year Ended December 31, 1995
INVESTMENT INCOME
Dividend distributions received... $ 38,563
EXPENSES
Charges to annuitants for assuming
mortality
and expense risks and for
administration [Note 1]......... 8,817
------------
NET INVESTMENT INCOME............... 29,746
------------
NET REALIZED AND UNREALIZED GAIN ON
INVESTMENTS
Capital gains distributions
received........................ 206,323
Realized gain on shares redeemed
[identified cost basis]......... 7,202
Net unrealized gain on
investments..................... 200,450
------------
NET GAIN ON INVESTMENTS............. 413,975
------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS......... $ 443,721
------------
------------
</TABLE>
<TABLE>
<S> <C> <C>
STATEMENTS OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31
<CAPTION>
----------------------------------------
<S> <C> <C>
1995 1994
------------------ -----------------
OPERATIONS:
Net investment income......................... $ 29,746 $ 43,010
Capital gains distributions received.......... 206,323 362,212
Realized gain on shares redeemed.............. 7,202 5,575
Net unrealized gain (loss) on investments..... 200,450 (446,695)
------------------ -----------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS..................... 443,721 (35,898)
------------------ -----------------
NET INCREASE IN NET ASSETS
RESULTING FROM ACCUMULATION TRANSACTIONS...... 18,027 0
------------------ -----------------
ANNUITY BENEFIT PAYMENTS........................ (333,758) (521,684)
------------------ -----------------
NET DECREASE IN NET ASSETS RESULTING
FROM SURPLUS TRANSFERS........................ (134,720) (178,479)
------------------ -----------------
TOTAL DECREASE IN NET ASSETS.................... (6,730) (736,061)
NET ASSETS:
Beginning of year............................. 2,444,392 3,180,453
------------------ -----------------
End of year................................... $ 2,437,662 $ 2,444,392
------------------ -----------------
------------------ -----------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS ON PAGE A5
A4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
PRUDENTIAL'S ANNUITY PLAN ACCOUNT
NOTE 1: MORTALITY RISK, EXPENSE RISK, AND ADMINISTRATION CHARGES
The mortality risk charge, the expense risk charge, and the administration
charge, at effective annual rates of 0.075%, 0.150%, and 0.150%, respectively
(for a total of 0.375% per year), are applied daily against the net assets of
the Account. These charges are paid to The Prudential.
NOTE 2: TAXES
The operations of Prudential's Annuity Plan Account form a part of, and are
taxed with, the operations of The Prudential. Under the Internal Revenue Code,
all ordinary income and capital gains allocated to the annuitants are not taxed
to The Prudential. As a result, the Annuity Share Value is not affected by
federal income taxes on such distributions received by the Account.
NOTE 3: NET DECREASE IN NET ASSETS RESULTING FROM SURPLUS TRANSFERS
The decrease in net assets resulting from surplus transfers represents the net
contributions of The Prudential to the Account.
NOTE 4: ANNUITY SHARE INFORMATION
Payments to annuitants are based on the value of an Annuity Share. The
investment results of the Account are reflected in changes in the value of an
Annuity Share to the extent that they are greater or less than the assumed
investment result in the annuitant's contract. The December 31 values are
reflected in the annuity payments made for February of the next year.
<TABLE>
<CAPTION>
ANNUITY SHARE VALUE AT DECEMBER 31 ANNUITY SHARE VALUE AT DECEMBER 31
YEAR USING A 3 1/2% ASSUMED INVESTMENT RESULT USING A 5% ASSUMED INVESTMENT RESULT
- --------- ----------------------------------------- ---------------------------------------
<S> <C> <C>
1991 3.3758 2.5146
1992 3.8225 2.8064
1993 4.5546 3.2961
1994 4.3166 3.0794
1995 4.9507 3.4814
</TABLE>
A5
<PAGE>
INDEPENDENT AUDITORS' REPORT
To Planholders of Prudential's Annuity Plan Account and the Board of Directors
of The Prudential Insurance Company of America:
We have audited the accompanying statement of net assets of Prudential's Annuity
Plan Account of The Prudential Insurance Company of America as of December 31,
1995, and the related statement of operations for the year then ended and the
statements of changes in net assets for each of the two years in the period then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements 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 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, 1995. 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 present fairly, in all material
respects, the financial position of Prudential's Annuity Plan Account as of
December 31, 1995, the results of its operations and the changes in its net
assets for the respective stated period, in conformity with generally accepted
accounting principles.
Deloitte & Touche LLP
Parsippany, New Jersey
February 15, 1996
A6
<PAGE>
FINANCIAL STATEMENTS OF
PRUDENTIAL'S GIBRALTAR FUND
<TABLE>
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995
<S> <C>
ASSETS
Investments, at value (cost:
$244,647,426)............................ $ 261,575,913
Cash....................................... 1,715
Dividends receivable....................... 329,105
Receivable for securities sold............. 1,508,421
--------------
Total Assets............................. 263,415,154
--------------
LIABILITIES
Accrued expenses........................... 30,130
Payable for securities purchased........... 2,078,261
Payable to investment adviser.............. 83,355
--------------
Total Liabilities........................ 2,191,746
--------------
NET ASSETS................................... $ 261,223,408
--------------
--------------
Net assets were comprised of:
Common stock, at $1 par value............ $ 25,769,128
Paid-in capital, in excess of par........ 210,664,792
--------------
236,433,920
Undistributed net investment income........ 59,851
Accumulated net realized gains............. 7,801,150
Net unrealized appreciation................ 16,928,487
--------------
Net assets, December 31, 1995.............. $ 261,223,408
--------------
--------------
Net asset value per share of 25,769,128
outstanding shares of common stock
(authorized 75,000,000 shares)........... $ 10.1371
--------------
--------------
<CAPTION>
STATEMENT OF OPERATIONS
Year Ended December 31, 1995
<S> <C>
INVESTMENT INCOME
Dividends (net of $1,110 foreign
withholding tax)......................... $ 3,760,580
Interest................................... 995,154
---------------
4,755,734
---------------
EXPENSES
Investment management fee.................. 325,596
State franchise tax expense................ 39,033
Custodian expense -- net................... 4,987
Directors' expense......................... 4,985
---------------
374,601
---------------
NET INVESTMENT INCOME........................ 4,381,133
---------------
NET REALIZED AND UNREALIZED GAIN ON
INVESTMENTS
Net realized gain on investments........... 31,242,770
Net unrealized gain on investments......... 9,457,438
---------------
NET GAIN ON INVESTMENTS...................... 40,700,208
---------------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS................................... $ 45,081,341
---------------
---------------
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31
---------------------------------------
1995 1994
------------------ -------------------
<S> <C> <C>
OPERATIONS:
Net investment income.................................................................. $ 4,381,133 $ 5,060,650
Net realized gain on investments....................................................... 31,242,770 16,126,282
Net unrealized gain(loss) on investments............................................... 9,457,438 (24,285,324)
------------------ -------------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS........................ 45,081,341 (3,098,392)
------------------ -------------------
DIVIDENDS TO SHAREHOLDERS FROM:
Net investment income.................................................................. (4,026,639) (5,085,500)
Net realized gain from investment transactions......................................... (21,543,401) (34,178,638)
------------------ -------------------
TOTAL DIVIDENDS TO SHAREHOLDERS........................................................ (25,570,040) (39,264,138)
------------------ -------------------
CAPITAL TRANSACTIONS:
Reinvestment of dividend distributions [2,396,099 and 4,008,764 shares,
respectively]......................................................................... 24,867,217 38,225,359
Capital stock repurchased [(2,430,032) and (1,619,845) shares, respectively]........... (25,659,420) (17,638,028)
------------------ -------------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS.............. (792,203) 20,587,331
------------------ -------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS.................................................. 18,719,098 (21,775,199)
NET ASSETS:
Beginning of year...................................................................... 242,504,310 264,279,509
------------------ -------------------
End of year............................................................................ $ 261,223,408 $ 242,504,310
------------------ -------------------
------------------ -------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS ON PAGES B4 AND B5.
B1
<PAGE>
SCHEDULE OF INVESTMENTS
PRUDENTIAL'S GIBRALTAR FUND
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
COMMON STOCKS -- 93.7% SHARES VALUE
------------- --------------
<S> <C> <C>
AEROSPACE -- 7.4%
Boeing Co....................................... 120,000 $ 9,405,000
+Coltec Industries, Inc......................... 225,000 2,615,625
Precision Castparts Corp........................ 175,700 6,984,075
--------------
19,004,700
--------------
AIRLINES -- 1.8%
Southwest Airlines Co........................... 200,000 4,650,000
--------------
AUTOS - CARS & TRUCKS -- 0.7%
Standard Products Co............................ 95,000 1,674,375
--------------
BANKS AND SAVINGS & LOANS -- 4.6%
Banc One Corp................................... 37,900 1,430,725
Citicorp........................................ 80,000 5,380,000
NationsBank Corp................................ 75,000 5,221,875
--------------
12,032,600
--------------
CHEMICALS -- 0.4%
A. Schulman, Inc................................ 44,875 998,469
--------------
CHEMICALS - SPECIALTY -- 0.1%
Witco Corp...................................... 11,900 348,075
--------------
COMMERCIAL SERVICES -- 1.6%
Measurex Corp................................... 75,900 2,144,175
+Primark Corp................................... 65,700 1,971,000
--------------
4,115,175
--------------
COMPUTER SERVICES -- 13.7%
+Bay Networks, Inc.............................. 160,000 6,560,000
+Cisco Systems, Inc............................. 69,500 5,186,437
+COMPAQ Computer Corp........................... 42,300 2,030,400
+Comverse Technology, Inc....................... 58,300 1,166,000
+EMC Corp....................................... 170,000 2,613,750
+Microsoft Corp................................. 45,000 3,948,750
+Pixar, Inc..................................... 14,700 422,625
+ROSS Technology, Inc........................... 43,200 421,200
+Silicon Graphics, Inc.......................... 212,200 5,835,500
+Softkey International, Inc..................... 124,000 2,836,500
+Western Digital Corp........................... 158,000 2,824,250
+Zilog, Inc..................................... 55,500 2,032,688
--------------
35,878,100
--------------
DIVERSIFIED GAS -- 1.0%
Mitchell Energy & Development Corp. (Class 'A'
Stock)........................................ 60,000 1,110,000
Mitchell Energy & Development Corp. (Class 'B'
Stock)........................................ 84,350 1,581,563
--------------
2,691,563
--------------
DRUGS AND HOSPITAL SUPPLIES -- 5.7%
+ALZA Corp...................................... 200,000 4,950,000
IVAX Corp....................................... 200,000 5,700,000
Johnson & Johnson............................... 48,500 4,152,813
--------------
14,802,813
--------------
ELECTRICAL EQUIPMENT -- 4.7%
+Applied Materials, Inc......................... 36,800 1,449,000
+Integrated Device Technology, Inc.............. 135,000 1,738,125
+UCAR International, Inc........................ 129,600 4,374,000
W.W. Grainger, Inc.............................. 70,000 4,637,500
--------------
12,198,625
--------------
ELECTRONICS -- 13.6%
+Arrow Electronics, Inc......................... 110,000 4,743,750
Intel Corp...................................... 85,000 4,823,750
</TABLE>
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
COMMON STOCKS (CONTINUED) SHARES VALUE
------------- --------------
<S> <C> <C>
+KLA Instruments Corp........................... 45,000 $ 1,170,000
+Marshall Industries............................ 120,000 3,855,000
Methode Electronics, Inc. (Class 'A' Stock)..... 168,750 2,362,500
Motorola, Inc................................... 100,000 5,700,000
Sundstrand Corp................................. 70,000 4,926,250
Texas Instruments, Inc.......................... 95,000 4,916,250
+Ultratech Stepper, Inc......................... 123,100 3,154,438
--------------
35,651,938
--------------
FINANCIAL SERVICES -- 13.7%
Advanta Corp. (Class 'B' Stock)................. 61,200 2,218,500
Dean Witter Discover and Company................ 95,000 4,465,000
Federal National Mortgage Association........... 85,000 10,550,625
Republic New York Corp.......................... 51,400 3,193,225
Salomon, Inc.................................... 100,000 3,550,000
Student Loan Marketing Association.............. 51,100 3,366,212
Sunamerica, Inc................................. 127,000 6,032,500
The Money Store, Inc............................ 154,000 2,406,250
--------------
35,782,312
--------------
FOODS -- 4.1%
Dole Food Co., Inc.............................. 100,000 3,500,000
Philip Morris Companies, Inc.................... 80,000 7,240,000
--------------
10,740,000
--------------
FOREST PRODUCTS -- 3.1%
Weyerhaeuser Co................................. 60,000 2,595,000
Willamette Industries, Inc...................... 100,000 5,625,000
--------------
8,220,000
--------------
INSURANCE -- 6.1%
+Amerin Corp.................................... 34,900 924,850
Aon Corp........................................ 40,000 1,995,000
Chubb Corp...................................... 28,300 2,738,025
Equitable Companies, Inc........................ 85,100 2,042,400
Equitable of Iowa Companies..................... 23,600 758,150
Travelers Group, Inc............................ 120,000 7,545,000
--------------
16,003,425
--------------
MACHINERY -- 0.7%
Timken Co....................................... 47,100 1,801,575
--------------
MISCELLANEOUS - BASIC INDUSTRY -- 0.9%
Air Express International Corp.................. 105,400 2,371,500
--------------
OTHER TECHNOLOGY -- 1.2%
+Uniphase Corp.................................. 90,900 3,249,675
--------------
PETROLEUM -- 1.6%
Diamond Shamrock, Inc........................... 51,000 1,319,625
KN Energy, Inc.................................. 100,374 2,923,392
--------------
4,243,017
--------------
PETROLEUM SERVICES -- 2.0%
+B.J. Services Co............................... 115,300 3,343,700
+Smith International, Inc....................... 77,800 1,828,300
--------------
5,172,000
--------------
RAILROADS -- 0.9%
Kansas City Southern Industries, Inc............ 50,000 2,287,500
--------------
</TABLE>
B2
<PAGE>
PRUDENTIAL'S GIBRALTAR FUND (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
MARKET
COMMON STOCKS (CONTINUED) SHARES VALUE
------------- --------------
<S> <C> <C>
REAL ESTATE DEVELOPMENT -- 0.7%
Castle & Cooke, Inc............................. 33,333 $ 558,333
Equity Residential Properties Trust............. 40,000 1,225,000
--------------
1,783,333
--------------
RUBBER -- 1.0%
Bandag, Inc..................................... 50,000 2,706,250
--------------
TELECOMMUNICATIONS -- 1.3%
Frontier Corp................................... 116,500 3,495,000
--------------
TRUCKING/SHIPPING -- 1.1%
Interpool, Inc.................................. 155,000 2,770,625
--------------
TOTAL COMMON STOCKS
(Cost $227,767,676)............................................ 244,672,645
--------------
<CAPTION>
MARKET
PREFERRED STOCKS -- 1.2% SHARES VALUE
------------- --------------
<S> <C> <C>
FINANCIAL SERVICES
Advanta Corp. (Class 'B' Stock)................. 80,450 3,087,268
--------------
(Cost $3,063,750)
<CAPTION>
PRINCIPAL
SHORT-TERM INVESTMENTS -- 5.3% AMOUNT VALUE
------------- --------------
<S> <C> <C>
COMMERCIAL PAPER
Pioneer Hi-Bred International, Inc.,
5.850%, 01/02/96.............................. $ 856,000 $ 856,000
Union Bank of Switzerland,
5.850%, 1/02/96............................... 12,960,000 12,960,000
--------------
TOTAL SHORT-TERM INVESTMENTS..................................... 13,816,000
--------------
LIABILITIES -- (0.2%)
(net of other assets).......................................... (352,505)
--------------
TOTAL NET ASSETS -- 100.0%....................................... $ 261,223,408
--------------
--------------
+No dividend was paid on this security during the 12 months ending December 31,
1995.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS ON PAGES B4 AND B5.
B3
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS OF
PRUDENTIAL'S GIBRALTAR FUND
FOR THE YEARS ENDED DECEMBER 31, 1995 AND DECEMBER 31, 1994
NOTE 1: GENERAL
The Fund is registered as an open-end, diversified management investment company
under the Investment Company Act of 1940, as amended.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SECURITIES VALUATION: Securities traded on a national securities exchange are
valued at the last sales price (or the last bid price if there were no sales of
the security that day) on the New York Stock Exchange, or if not traded on such
exchange, such last sales or bid price at the time of close of the New York
Stock Exchange on the principal exchange on which such securities are traded on
the last business day of the year. For any securities not traded on a national
securities exchange but traded in the over-the-counter market, the value is the
last bid price available, except that securities for which quotations are
furnished through a nationwide automated quotation system approved by the
National Association of Securities Dealers, Inc. (NASDAQ) are valued at the
closing best bid price on the date of valuation provided by a pricing service
which utilizes NASDAQ quotations. Short-term investments are valued at amortized
cost which, with accrued interest, approximates market value. Amortized cost is
computed using the cost on the date of purchase adjusted for constant
amortization of discount or premium to maturity.
ACCOUNTING ESTIMATES: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Dividend income is recorded on
the ex-dividend date. Interest income is accrued daily on short-term
investments. Interest income also includes net amortization from the purchase of
fixed-income securities. Security transactions are recorded on the first
business day following the trade date, except that transactions on the last
business day of the reporting cycle are recorded on that day. Transactions in
short-term debt securities are recorded on the trade date. Realized gains and
losses from securities transactions are determined and accounted for on the
basis of identified cost.
DISTRIBUTIONS AND TAXES: As in prior years, the Fund intends to qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code. As
a result, by distributing substantially all of its net investment income and net
realized capital gains, the Fund will not be subject to federal income tax on
the investment income and capital gains so distributed. Dividend distributions
to stockholders are recorded on the ex-dividend date.
NOTE 3: INVESTMENT MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
INVESTMENT MANAGEMENT FEE: The investment management fee, which is computed
daily at an effective annual rate of 0.125% of the net assets of the Fund, is
payable to The Prudential Insurance Company of America (The Prudential) as
required by the investment advisory agreement. Under the terms of the investment
advisory agreement and a separate contract which remains in force as long as The
Prudential, or its separate accounts, or organizations approved by it are the
only purchasers of Fund shares, The Prudential pays all expenses of the Fund
except for fees and expenses of those members of the Fund's Board of Directors
who are not officers or employees of The Prudential and its affiliates; transfer
and any other local, state or federal taxes; and brokers' commissions and other
fees and charges attributable to investment transactions.
BROKERAGE COMMISSIONS: For the year ended December 31, 1995, Prudential
Securities Incorporated, an indirect, wholly owned subsidiary of The Prudential,
earned $0 in brokerage commissions from transactions executed on behalf of the
Fund.
B4
<PAGE>
NOTE 4: DISTRIBUTIONS
Dividends from net investment income and net realized capital gains of the Fund
will normally be declared and reinvested in additional full and fractional
shares twice a year.
NOTE 5: PURCHASES AND SALES OF SECURITIES
The aggregate cost of purchases and the proceeds from sales of securities
(excluding short-term investments) for the year ended December 31, 1995 was
$255,946,181 and $254,138,203, respectively.
The federal income tax basis and unrealized appreciation/depreciation of the
Fund's investments were as follows:
<TABLE>
<S> <C>
Gross Unrealized Appreciation: $ 32,138,326
Gross Unrealized Depreciation: (15,209,839)
Net Unrealized Appreciation/Depreciation: 16,928,487
Tax Basis: 244,647,426
</TABLE>
B5
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Shareholders and Board of Directors of Prudential's Gibraltar Fund:
We have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Prudential's Gibraltar Fund as of December 31,
1995, 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 financial highlights contained in the prospectus for each of the
ten years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
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 financial
highlights 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, 1995 by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing procedures.
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 financial highlights present
fairly, in all material respects, the financial position of Prudential's
Gibraltar Fund as of December 31, 1995, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the ten years in the
period then ended in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
Parsippany, New Jersey
February 15, 1996
B6
<PAGE>
<TABLE>
<CAPTION>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND SURPLUS (STATUTORY BASIS)
- ------------------------------------------------------------------------------------------------------------------------------------
DECEMBER 31,
1996 1995
-------- --------
(In Millions)
<S> <C> <C>
ASSETS
Bonds ............................................................................ $ 75,006 $ 77,494
Preferred stock .................................................................. 239 396
Common stock ..................................................................... 7,076 6,133
Mortgage loans on real estate .................................................... 17,039 20,280
Real estate ...................................................................... 2,094 2,488
Policy loans and premium notes ................................................... 6,023 6,208
Cash and short-term investments .................................................. 5,982 4,803
Other invested assets ............................................................ 2,591 3,304
-------- --------
TOTAL CASH AND INVESTED ASSETS ................................................... 116,050 121,106
Premiums due and deferred ........................................................ 1,925 1,917
Accrued investment income ........................................................ 1,640 1,688
Other assets ..................................................................... 1,208 1,120
Assets held in separate accounts ................................................. 57,797 53,903
-------- --------
TOTAL ASSETS ..................................................................... $178,620 $179,734
======== ========
LIABILITIES AND SURPLUS
LIABILITIES
Policy liabilities and insurance reserves:
Future policy benefits and claims ............................................ $ 87,582 $ 93,346
Unearned premiums ............................................................ 619 624
Policy dividends ............................................................. 1,878 1,893
Policyholder account balances ................................................ 7,968 7,966
Notes payable and other borrowings ............................................... 763 807
Asset valuation reserve .......................................................... 2,682 2,705
Federal income tax payable ....................................................... 729 1,278
Other liabilities ................................................................ 9,588 9,191
Liabilities related to separate accounts ......................................... 57,436 53,256
-------- --------
TOTAL LIABILITIES ................................................................ 169,245 171,066
-------- --------
CONTINGENCIES (NOTE 11)
SURPLUS
Capital notes .................................................................... 985 984
Special surplus fund ............................................................. 1,268 1,274
Unassigned surplus ............................................................... 7,122 6,410
-------- --------
TOTAL SURPLUS .................................................................... 9,375 8,668
-------- --------
TOTAL LIABILITIES AND SURPLUS .................................................... $178,620 $179,734
======== ========
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
STATEMENTS OF OPERATIONS AND CHANGES IN SURPLUS (STATUTORY BASIS)
- ------------------------------------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31,
1996 1995 1994
(In Millions)
<S> <C> <C> <C>
REVENUE
Premiums and annuity considerations .................................... $ 20,674 $ 21,088 $ 23,612
Net investment income .................................................. 8,677 8,637 7,387
Other income ........................................................... 571 363 367
-------- -------- --------
TOTAL REVENUE .......................................................... 29,922 30,088 31,366
-------- -------- --------
BENEFITS AND EXPENSES
Death benefits ......................................................... 2,943 2,858 2,798
Annuity benefits ....................................................... 3,582 3,495 3,354
Disability benefits .................................................... 5,630 5,765 5,201
Other benefits ......................................................... 806 853 845
Surrender benefits and fund withdrawals ................................ 11,844 12,538 11,714
Net (decrease) increase in reserves .................................... (1,572) (2,178) 1,251
Commissions ............................................................ 477 535 610
Other expenses ......................................................... 2,690 2,650 3,727
-------- -------- --------
TOTAL BENEFITS AND EXPENSES ............................................ 26,400 26,516 29,500
-------- -------- --------
Operating income before dividends and income taxes ..................... 3,522 3,572 1,866
Dividends to policyholders ............................................. 2,526 2,464 2,290
-------- -------- --------
Operating income (loss) before income taxes ............................ 996 1,108 (424)
Income tax provision ................................................... 51 590 453
-------- -------- --------
INCOME (LOSS) FROM OPERATIONS .......................................... 945 518 (877)
NET REALIZED CAPITAL GAINS (LOSSES) .................................... 457 (183) (24)
-------- -------- --------
NET INCOME (LOSS) ..................................................... $ 1,402 $ 335 $ (901)
======== ======== ========
SURPLUS
SURPLUS, BEGINNING OF YEAR ............................................. 8,668 7,449 8,004
Net income (loss) ...................................................... 1,402 335 (901)
Change in net unrealized capital gains (losses) ........................ 191 661 (51)
Change in non-admitted assets .......................................... (206) 717 82
Change in asset valuation reserve ...................................... 11 (694) 653
Other changes, net ..................................................... (691) 200 (338)
-------- -------- --------
SURPLUS, END OF YEAR ................................................... $ 9,375 $ 8,668 $ 7,449
======== ======== ========
</TABLE>
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS
- 1 -
<PAGE>
<TABLE>
<CAPTION>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
STATEMENTS OF CASH FLOWS (STATUTORY BASIS)
- ------------------------------------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31,
1996 1995 1994
--------- --------- ---------
(In Millions)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Premiums and annuity considerations ...................................... $ 20,669 $ 21,030 $ 23,635
Net investment income .................................................... 8,629 8,511 7,261
Other income received .................................................... 599 479 502
Separate account transfers ............................................... 1,183 1,002 (494)
Benefits and claims paid ................................................. (24,952) (25,524) (24,403)
Policyholders' dividends paid ............................................ (2,453) (2,393) (2,594)
Federal income taxes (paid) received ..................................... (230) (847) 179
Other operating expenses ................................................. (4,224) (3,738) (3,636)
--------- --------- ---------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ...................... (779) (1,480) 450
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold, matured, or repaid
Bonds ............................................................... 119,195 93,178 80,668
Stocks .............................................................. 4,328 2,985 4,263
Mortgage loans on real estate ....................................... 3,140 4,997 4,205
Real estate ......................................................... 537 573 935
Net gains (losses) on cash and short-term investments ............... 13 (9) (5)
Miscellaneous proceeds .............................................. 2,128 3,707 2,671
Payments for investments acquired
Bonds ............................................................... (118,009) (101,018) (81,677)
Stocks .............................................................. (6,029) (2,199) (2,312)
Mortgage loans on real estate ....................................... (1,841) (2,810) (3,282)
Real estate ......................................................... (120) (425) (194)
Miscellaneous applications .......................................... (718) (1,213) (1,275)
Net (tax) benefit on capital gains and losses ............................ (622) 107 (275)
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ...................... 2,002 (2,127) 3,722
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net (repayments of) proceeds from borrowed money ......................... (44) 123 1
Net proceeds from the issuance of capital notes .......................... 0 686 0
--------- --------- ---------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES ..................... (44) 809 1
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS ............... 1,179 (2,798) 4,173
Cash and short-term investments, beginning of year ....................... 4,803 7,601 3,428
--------- --------- ---------
CASH AND SHORT-TERM INVESTMENTS, END OF YEAR ............................. $ 5,982 $ 4,803 $ 7,601
========= ========= =========
</TABLE>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest payments of $253 million, $144 million and $85 million were made during
1996, 1995 and 1994, respectively.
SEE NOTES TO STATUTORY FINANCIAL STATEMENTS
- 2 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
1. ACCOUNTING POLICIES AND PRINCIPLES
A. Business and basis of presentation - The statutory financial
statements include the accounts of The Prudential Insurance Company of
America ("the Company"), a mutual life insurance company. The
activities of the Company include a broad range of financial services,
including life and health insurance, asset management, and investment
advisory services.
These financial statements were prepared on an unconsolidated
statutory basis of accounting, which differs from the 1995 and 1994
financial statements prepared for general distribution on a
consolidated statutory basis of accounting, both of which differ from
generally accepted accounting principles ("GAAP"). The financial
statements for 1995 and 1994 have been restated on an unconsolidated
statutory basis of accounting adopted in 1996 for purposes of general
distribution. Certain reclassifications have been made to the 1995 and
1994 financial statement amounts to conform to the 1996 presentation.
The Company, domiciled in the State of New Jersey, prepares its
statutory financial statements in accordance with accounting practices
prescribed or permitted by the New Jersey Department of Banking and
Insurance ("the Department"). Prescribed statutory accounting
practices include publications of the National Association of
Insurance Commissioners ("NAIC"), state laws, regulations, and general
administrative rules. Permitted statutory accounting practices
encompass all accounting practices not so prescribed. The financial
statements are substantially the same as those included in the
Statutory Annual Statement except for certain reclassifications and
adjustments. These financial statements differ from those filed with
the Department in that changes to estimated income and premium taxes
applicable to prior periods, which are recorded as direct charges or
credits to surplus in the Annual Statement, have been included in the
"Income tax provision" and "Other expenses" in the Statements of
Operations and Changes in Surplus. This item has the net effect of
increasing (decreasing) net income by $396 million, ($143) million and
$6 million in 1996, 1995 and 1994, respectively.
Pursuant to the Financial Accounting Standards Board Interpretation
No. 40 "Applicability of Generally Accepted Accounting Principles to
Mutual Life Insurance and Other Enterprises," as amended, which is
effective for 1996 financial statements, statutory accounting
practices ("SAP") are no longer considered GAAP for mutual life
insurance companies. SAP differs from GAAP primarily as follows:
(a) the Commissioner's Reserve Valuation Method ("CRVM") is used for the
majority of individual insurance reserves under SAP, whereas for
individual insurance, policyholder liabilities are generally
established using the net level premium method under GAAP. Policy
assumptions used in the estimation of policyholder liabilities are
generally prescribed under SAP, but are based upon actual company
experience under GAAP;
(b) for investment-type contracts that do not contain mortality or
morbidity risk and universal life-type contracts, cash receipts are
recorded as premiums and reserves are established using prescribed
reserving methods under SAP. Under GAAP, premium from investment-type
and universal life-type contracts are generally recognized as
deposits. Revenues from these contracts represent amounts assessed
against policyholders and are reported in the period of assessment;
(c) policy acquisition costs are expensed when incurred under SAP rather
than being deferred and charged against earnings over the periods
covered by the related policies;
(d) deferred income taxes are not recorded for the tax effect of temporary
differences between book and tax basis of assets and liabilities under
SAP;
(e) certain "non-admitted assets" must be excluded under SAP through a
charge against surplus, e.g. fixed assets, prepaid pensions and
impaired investments;
(f) investments in the common stock of the Company's wholly-owned
subsidiaries are accounted for using the equity method under SAP
rather than consolidated;
(g) bonds are carried at amortized cost under SAP rather than categorized
as "held to maturity", "available for sale", or "trading". Under GAAP,
bonds classified as "available for sale" and "trading" are carried at
market value;
(h) certain reclassifications would be required with respect to the
balance sheet and statement of cash flows under SAP;
(i) the Asset Valuation Reserve ("AVR") and Interest Maintenance Reserve
("IMR") are required for life insurance companies under SAP.
The following is a summary of accounting practices permitted by the
state of New Jersey and reflected in these financial statements:
o Prescribed statutory accounting practices require Department
approval of each and every interest payment at the time of
payment in order to classify the Company's Capital Notes as a
component of surplus. Otherwise, such notes are required to be
classified as a liability. Interest payments on $300 million in
Capital Notes issued in 1993 are pre-approved by the Department,
and permitted to be classified in surplus.
o The Company sells synthetic guaranteed interest contracts
("GICs") containing minimum investment related guarantees on
qualified pension plan assets. The assets are owned by the
trustees of such plans, who invest the assets
- 3 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
under the terms of investment guidelines agreed to with the
Company. The investment related guarantees may include a minimum
rate of return on the underlying assets and/or a guarantee of
liquidity to meet plan cash flow requirements. The Company, with
the approval of the Department, reports both the plan liabilities
associated with the synthetic GICs and the trust assets
supporting this potential liability. In addition, the Company
files detailed schedules of trust assets and related statements
with the Department. Currently, prescribed statutory accounting
practices do not address accounting for synthetic GICs.
o The Company establishes guaranty fund liabilities for the
insolvencies of certain life insurance companies. The liabilities
are established net of estimated premium tax credits and federal
income tax. Prescribed statutory accounting practices do not
address the establishment of liabilities for guaranty fund
assessments.
B. Divestiture - On July 31, 1996, Prudential sold a substantial portion
of its Canadian Branch business to the London Life Insurance Company
("London Life"). The transaction was structured as an assumption
reinsurance transaction, whereby London Life assumed total liabilities
of the Canadian Branch equal to $3,146 million as well as a related
amount of total assets equal to $3,040 million. A net gain of $138
million was recorded for this transaction.
C. Use of estimates - The preparation of financial statements in
conformity with SAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reported period. Actual results could differ from those
estimates.
D. Investments - Bonds, which consist of long-term bonds, are stated
primarily at amortized cost.
Preferred stock is generally valued at amortized cost.
Common Stock is carried at fair value. Investments in subsidiaries,
which are included in "Common stock", are accounted for using the
equity method. The subsidiaries' change in net assets, excluding
capital contributions and distributions, is included in "Net
investment income." The subsidiaries are engaged principally in the
businesses of life and health insurance, property and casualty
insurance, group health care, securities brokerage, asset management,
investment advisory services, retail banking and real estate and
brokerage.
Mortgage loans on real estate are stated primarily at unpaid principal
balances.
Real estate, except for real estate acquired in satisfaction of debt,
is carried at cost less accumulated straight-line depreciation,
encumbrances and permanent impairments in value. Properties acquired
in satisfaction of debt are valued at lower of depreciated cost or
fair value less disposition costs.
Policy loans and premium notes are stated at unpaid principal
balances.
Cash includes cash on hand, amounts due from banks and money market
instruments. Short term investments, including highly liquid debt
instruments purchased with an original maturity of twelve months or
less, are stated at amortized cost, which approximates fair value.
Other invested assets primarily include the Company's investment in
joint ventures and other forms of partnerships. These investments are
accounted for using the equity method where the Company has the
ability to exercise significant influence over the operating and
financial policies of the entity. The cost method is used for all
other assets.
Derivatives used in asset/liability risk management activities, which
support life and health insurance and annuity contracts, are recorded
at either fair value or statement value, depending upon the underlying
instrument, with unrealized gains and losses recorded in "Change in
net unrealized capital gains (losses)." Upon termination of
derivatives, the interest-related gains and losses are amortized
through the IMR.
E. Separate accounts - These assets and liabilities, reported at
estimated fair value, represent segregated funds invested for pension
and other clients. Investment risks associated with fair value changes
are generally borne by the clients, except to the extent of minimum
guarantees made by the Company with respect to certain accounts.
F. Revenue recognition of insurance income and related expenses - Life
premiums are recognized as income over the premium paying period of
the related policies. Annuity considerations are recognized as revenue
when received. Health premiums are earned ratably over the terms of
the related insurance and reinsurance contracts or policies. Expenses
incurred in connection with acquiring new insurance business,
including such acquisition costs as sales commissions, are charged to
operations as incurred.
- 4 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
G. Policyholder dividends - Substantially all of the policies issued by
the Company are participating. The amount of dividends to be paid to
policyholders is determined annually by the Company's Board of
Directors. The aggregate amount of policyholders' dividends is related
to actual interest, mortality, morbidity, and expense experience for
the year and judgment as to the appropriate level of statutory surplus
to be retained by the Company. Dividends declared by the Board of
Directors which have not been paid are included in "Policy dividends".
2. POLICY LIABILITIES AND INSURANCE RESERVES
A. For life insurance and annuities, future policy benefits and claims
include estimates of benefits and associated settlement expenses on
reported claims and those which are incurred but not reported.
Activity in the liability for unpaid claims and claim adjustment
expenses for accident and health business, which is included in
"Future policy benefits and claims", is as follows:
1996 1995 1994
------- ------- -------
(In Millions)
Balance at January 1 $ 2,636 $ 2,440 $ 2,416
Less reinsurance recoverables 15 23 15
------- ------- -------
Net balance at January 1 2,621 2,417 2,401
------- ------- -------
Incurred related to:
Current year 5,734 5,759 5,398
Prior years (87) 42 (87)
------- ------- -------
Total incurred 5,647 5,801 5,311
------- ------- -------
Paid related to:
Current year 4,135 4,028 3,856
Prior years 1,467 1,569 1,439
------- ------- -------
Total paid 5,602 5,597 5,295
------- ------- -------
Net balance at December 31 2,666 2,621 2,417
Plus reinsurance recoverables 10 15 23
------- ------- -------
Balance at December 31 $ 2,676 $ 2,636 $ 2,440
======= ======= =======
As a result of changes in reserve estimates for insured events of
prior years, the provision for claims and claim adjustment expenses
changed by ($87) million and $42 million in 1996 and 1995,
respectively, due to changes in claim cost trends and changed by ($87)
million in 1994 because of faster-than-expected shrinkage in the
indemnity health business.
B. Reserves for individual life insurance are calculated using various
methods, interest rates and mortality tables, which produce reserves
that meet the aggregate requirements of state laws and regulations.
Approximately 39% of individual life insurance reserves are determined
using the net level premium method, or by using the greater of the net
level premium reserve or the policy cash value. About 52% of
individual life insurance reserves are calculated according to CRVM
or methods which compare CRVM to policy cash values. The remaining
reserves include universal life reserves which are equal to the
greater of the policyholder account value less the unamortized expense
allowance and the policy cash value, or are for supplementary benefits
whose reserves are calculated using methods, interest rates and tables
appropriate for the benefit provided.
For group life insurance, about 56% of the reserves are associated
with extended death benefits. These reserves are primarily calculated
using modified group tables at various interest rates. The remainder
are unearned premium reserves (calculated using the 1960
Commissioner's Standard Group Table), reserves for group life fund
accumulations and other miscellaneous reserves.
Reserves for deferred individual annuity contracts are determined
using the Commissioner's Annuity Reserve Valuation Method. These
account for 72% of the individual annuity reserves. The remaining
reserves are equal to the present value of future payments with the
annuity mortality table and interest rates based on the date of issue
or maturity as appropriate.
Reserves for other deposit funds or other liabilities with life
contingencies reflect the contract deposit account or experience
accumulation for the contract and any purchased annuity reserves.
Accident and health reserves represent the present value of the future
potential payments, adjusted for contingencies and interest. The
remaining material reserves for active life reserves and unearned
premiums are valued using the preliminary term method, gross premium
valuation method, or a pro rata portion of gross premiums. Reserves
are also held for amounts not yet due on hospital benefits and other
coverages.
- 5 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
The reserve for guaranteed interest contracts, deposit funds and other
liabilities without life contingencies equal either the present value
of future payments discounted at the guaranteed rate or the fund
value.
Policyholders, at their discretion, may withdraw funds from their
annuity policies. At December 31, 1996 and 1995, approximately 55% of
total annuity actuarial reserves and deposit liabilities of $92,536
million and $95,092 million, respectively, were not subject to
discretionary withdrawal.
3. INCOME TAXES
The Company and its domestic subsidiaries file a consolidated federal income
tax return. The Internal Revenue Code (the "Code") taxes the Company on its
operating income after dividends to policyholders. In calculating this tax,
the Code requires the capitalization and amortization of policy acquisition
expenses.
The Code also imposes an "equity tax" on mutual life insurance companies
which, in effect, imposes an additional amount of taxable income to the
Company. "Income tax provision" includes an estimate for the total equity tax
to be paid with respect to the year. Income from sources outside the United
States is taxed under applicable foreign statutes.
The Internal Revenue Service (the "Service") has completed an examination of
the consolidated federal income tax return through 1989. The Service is
examining the years 1990 through 1992. Discussions are being held with the
Service with respect to proposed adjustments. However, management believes
there are adequate defenses against, or sufficient reserves to provide for,
such adjustments.
4. INVESTED ASSETS
A. Bonds and stocks - The Company invests in both investment grade and
non-investment grade public and private bonds. The Securities
Valuation Office of the NAIC rates the bonds held by insurers for
regulatory purposes and classifies investments into six categories
ranging from highest quality bonds to those in or near default. The
lowest three NAIC categories represent primarily high-yield securities
and are defined by the NAIC as including any security with a public
agency rating equivalent to B+ or B1 or less. Securities in these
lowest three categories approximated 2.8% and 1.0%, of the Company's
bonds at December 31, 1996, 1995, respectively.
The following tables provide additional information relating to bonds
and preferred stock as of December 31:
<TABLE>
<CAPTION>
1996
-------------------------------------------------------
GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR
AMOUNT GAINS LOSSES VALUE
------- ------- ------ -------
Bonds (In Millions)
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $ 9,504 $ 353 $ 74 $ 9,783
Obligations of U.S. states and their
political subdivisions 206 7 6 207
Foreign government bonds 2,420 133 11 2,542
Corporate securities 57,282 2,625 323 59,584
Mortgage-backed securities 5,594 131 15 5,710
------- ------- ------- -------
Total $75,006 $ 3,249 $ 429 $77,826
======= ======= ======= =======
Preferred Stock
Redeemable $ 142 $ 3 $ 6 $ 139
Non-redeemable 97 23 0 120
------- ------- ------- -------
Total $ 239 $ 26 $ 6 $ 259
======= ======= ======= =======
</TABLE>
- 6 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1995
--------------------------------------------------
GROSS GROSS
CARRYING UNREALIZED UNREALIZED FAIR
AMOUNT GAINS LOSSES VALUE
------- ------- ------- -------
Bonds (In Millions)
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. government corporations and agencies $15,715 $ 1,392 $ 1 $17,106
Obligations of U.S. states and their
political subdivisions 214 22 1 235
Foreign government bonds 3,196 260 1 3,455
Corporate securities 54,411 4,609 97 58,923
Mortgage-backed securities 3,958 241 8 4,191
------- ------- ------- -------
Total $77,494 $ 6,524 $ 108 $83,910
======= ======= ======= =======
Preferred Stock
Redeemable $ 304 $ 16 $ 4 $ 316
Non-redeemable 92 2 0 94
------- ------- ------- -------
Total $ 396 $ 18 $ 4 $ 410
======= ======= ======= =======
</TABLE>
The carrying amount and estimated fair value of bonds at December 31,
1996, categorized by contractual maturity, are shown below. Actual
maturities may differ from contractual maturities because borrowers
may prepay obligations with or without call or prepayment penalties.
CARRYING ESTIMATED
AMOUNT FAIR VALUE
-------- ----------
(In Millions)
Due in one year or less $ 1,999 $ 2,012
Due after one year through five years 19,125 19,445
Due after five years through ten years 19,406 20,081
Due after ten years 28,882 30,578
------- -------
69,412 72,116
------- -------
Mortgage-backed securities 5,594 5,710
------- -------
Total $75,006 $77,826
======= =======
Proceeds from the sale and maturity of bonds during 1996, 1995 and
1994 were $119,195 million, $93,178 million and $80,668 million,
respectively. Gross gains of $1,516 million, $1,913 million and $618
million and gross losses of $988 million, $782 million and $1,841
million were realized on such sales during 1996, 1995 and 1994,
respectively. Realized gains and losses are determined using the
specific identification method.
B. Mortgage loans on real estate - Mortgage loans on real estate at
December 31 are as follows:
1996 1995
------------------ ------------------
CARRYING PERCENT CARRYING PERCENT
AMOUNT OF TOTAL AMOUNT OF TOTAL
------ -------- ------ --------
(In Millions)
Commercial and agricultural loans:
In good standing $15,546 91.3% $17,649 87.0%
In good standing
with structured terms 809 4.7% 966 4.8%
Past due 90 days or more 229 1.3% 144 0.7%
In process of foreclosure 68 0.4% 157 0.8%
Residential loans 387 2.3% 1,364 6.7%
------- ----- ------- -----
Total $17,039 100.0% $20,280 100.0%
======= ===== ======= =====
At December 31, 1996, the Company's mortgage loans on real estate were
collateralized by the following property types: office buildings
(34%), retail stores (22%), residential properties (2%), apartment
complexes (18%), industrial buildings (11%), agricultural properties
(9%) and other commercial properties (4%). The maximum percentage of
any one loan to the value of collateral at the time of the loan,
exclusive of insured, guaranteed, purchase money mortgages or
mortgages supported by high credit leases is 80%. The mortgage loans
are geographically dispersed throughout the United States and
- 7 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Canada with the largest concentrations in California (26%) and New
York (8%). Included in these balances are mortgage loans with
affiliated joint ventures of $560 million and $653 million at December
31, 1996 and 1995, respectively.
C. Real estate - Real estate at December 31 was as follows:
1996 1995
------ ------
(In Millions)
Investment real estate $1,201 $1,484
Properties occupied by the Company 525 533
Properties acquired in
satisfaction of debt 368 471
------ ------
Total $2,094 $2,488
====== ======
Accumulated depreciation on real estate was $808 million and $853
million at December 31, 1996 and 1995, respectively.
D. Other invested assets - Other invested assets of $2,591 million and
and $3,304 million as of December 31, 1996 and 1995, respectively,
principally include the Company's net equity in joint ventures and
other forms of partnerships. The Company's share of net income from
other invested assets was $283 million, $240 million and $348 million
for 1996, 1995 and 1994, respectively.
E. Investment in subsidiaries - Included in "Common stock" is the
Company's investment in subsidiaries of $4,610 million and $4,328
million at December 31, 1996 and 1995, respectively. Included in "Net
investment income" for 1996, 1995 and 1994 is $370 million, $143
million and $(936) million, respectively, attributable to
undistributed income (loss) of subsidiaries.
In October 1995, the Company completed the sale of Prudential
Reinsurance Holdings, Inc., through an initial public offering of
common stock. As a result of the sale, an after-tax gain of $72
million was recorded in 1995.
In March 1995, the Company announced its intention to sell its
mortgage banking unit. On January 26, 1996, the Company entered into a
definitive agreement to sell substantially all the assets of
Prudential Home Mortgage Company, Inc. ("PHMC") and it also
liquidated certain mortgage-backed securities and extended warehouse
loans. In 1995, PHMC recorded an after-tax loss of $98 million which
includes operating gains and losses, asset write downs, and other
costs directly related to the sale. The Company continues to have
discussions with prospective buyers for the sale of the remaining
assets.
F. Net unrealized capital gains (losses) - Changes in net unrealized
capital gains (losses), which result principally from changes in the
differences between cost and carrying amounts of invested assets, were
$191 million and $661 million for the years ended December 31, 1996
and 1995, respectively, and are reflected in "Unassigned surplus."
G. Asset valuation reserve and interest maintenance reserve - These
reserves are required for life insurance companies under NAIC
requirements. The AVR is calculated based on a statutory formula and
is designed to mitigate the effect of valuation and credit-related
losses on unassigned surplus. The IMR captures realized capital gains
and losses, net of tax, resulting from changes in the general level of
interest rates. These gains and losses are amortized into net
investment income utilizing grouped amortization schedules over the
expected remaining life of the investments sold. At December 31, 1996,
AVR is comprised of 68% for bonds, stocks, and short-term investments;
17% for mortgage loans on real estate; and 15% for real estate and
other invested assets. The IMR balance at December 31, 1996 and 1995
was $1,365 million and $1,163 million, respectively, and is recorded
in "Other liabilities". During 1996, 1995 and 1994, $327 million, $766
million and ($910) million, respectively, of net realized capital
gains (losses) were deferred and $126 million, $82 million and $102
million, respectively, was amortized and included in income.
H. Restricted assets and special deposits - Assets in the amounts of $941
million and $5,072 million at December 31, 1996 and 1995,
respectively, were on deposit with governmental authorities or
trustees as required by law. Assets valued at $2,994 million and
$3,121 million at December 31, 1996 and 1995, respectively, were
maintained as compensating balances or pledged as collateral for bank
loans and other financing agreements. Letter stock or other securities
restricted as to sale amounted to $720 million in 1996 and $354
million in 1995.
I. Loan backed and structured securities - A retrospective method is
employed to recalculate the values of the loan backed and structured
securities holdings with the exception of interest only bonds. Each
acquisition lot was reviewed to recalculate the effective yield. The
recalculated effective yield was used to derive a book value as if the
new yield were applied at the time of acquisition. Outstanding
principal
- 8 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
factors from the time of acquisition to adjustment date were used to
calculate the prepayment history for all applicable securities.
Conditional prepayment rates, computed with life to date factor
histories and weighted average maturities, were used to affect the
calculation of projected payments for pass through, interest only and
principal only security types. Interest only bond adjustments are
developed on a prospective basis with adjustments made for permanent
impairments if needed.
J. Securities lending is a program whereby the Company loans securities
to third parties, primarily major brokerage firms. As of December 31,
1996 and 1995, the estimated fair values of loaned securities were
$6,362 million and $5,939 million respectively. Company and NAIC
policies require a minimum of 102% and 105% of the fair value of the
domestic and foreign loaned securities, respectively, to be separately
maintained as collateral for the loans. Cash collateral received is
invested in short-term investments. The offsetting collateral
liability as of December 31, 1996 and 1995 is $4,813 million and
$3,625 million, respectively. Non-cash collateral is not reflected in
the Statements of Admitted Assets, Liabilities and Surplus.
5. EMPLOYEE BENEFIT PLANS
A. Pension plans - The Company has several defined benefit pension plans,
which cover substantially all of its employees. Benefits are generally
based on career average earnings and credited length of service. The
Company's funding policy for U.S. plans is to contribute annually the
amount necessary to satisfy the Internal Revenue Service contribution
guidelines.
Employee pension benefit plan status is as follows:
1996 1995
------- -------
(In Millions)
Actuarial present value of benefit obligation:
Vested benefit obligation $(3,878) $(3,270)
======= =======
Accumulated benefit obligation $(4,174) $(3,572)
======= =======
Projected benefit obligation $(4,989) $(4,330)
Plan assets at fair value 7,326 6,688
------- -------
Plan assets in excess of projected
benefit obligation 2,337 2,358
Unrecognized transition amount (769) (904)
Unrecognized prior service cost 356 199
Unrecognized net gain (916) (753)
------- -------
Prepaid pension cost $ 1,008 $ 900
======= =======
Plan assets consist primarily of equity securities, bonds, real estate
and short-term investments, of which $5,668 million and $4,788 million
are included in separate account assets and liabilities at December
31, 1996 and 1995, respectively.
The components of the net periodic pension benefit for 1996, 1995 and
1994 are as follows:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
(In Millions)
<S> <C> <C> <C>
Service cost $ 119 $ 110 $ 141
Interest cost 336 371 293
Actual return on assets (720) (1,249) 62
Net amortization and deferral 57 604 (633)
Net curtailment gains and special termination benefits 63 0 156
------ ------ ------
Net periodic pension benefit $ (145) $ (164) $ 19
====== ====== ======
</TABLE>
The net increase to surplus relating to the Company's pension plans is
$37 million, $30 million and $0 million in 1996, 1995 and 1994,
respectively, which considers the changes in the non-admitted prepaid
pension asset of $108 million, $134 million and ($19) million,
respectively.
The accounting assumptions used by the Company were:
AS OF SEPTEMBER 30,
------------------------
1996 1995 1994
------ ------ ------
Discount rate 7.75% 7.50% 8.50%
Rate of increase in compensation levels 4.50% 4.50% 5.50%
Expected long-term rate of return on assets 9.50% 9.00% 9.00%
The Company maintains non-qualified supplemental retirement plans
providing benefits that may not be paid from the Company's two
qualified plans since qualified plans have limits imposed by Section
415 and 401(a)(17) of the Code. One of these plans also provides
certain participants with a subsidized early retirement benefit.
- 9 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
B. Postretirement benefits - The Company provides certain life insurance
and health care benefits for its retired employees. Substantially all
of the Company's employees may become eligible to receive these
benefits if they retire after age 55 with at least 10 years of
service.
Postretirement benefits are accounted for in accordance with
prescribed NAIC policy. The Company has elected to amortize its
transition obligation over 20 years. During 1996, 1995 and 1994,
funding of its postretirement benefit obligations totaled $35 million,
$47 million and $31 million, respectively.
The postretirement benefit plan status is as follows:
SEPTEMBER 30,
------------------
1996 1995
---- ----
(In Millions)
Accumulated postretirement benefit obligation for:
Retirees $(1,418) $(1,465)
Fully eligible active plan participants (35) (103)
Plan assets at fair value 1,341 1,309
------- -------
Funded status (112) (259)
Unrecognized transition amount 355 378
Unrecognized net gain (177) (19)
------- -------
Prepaid postretirement benefit cost $ 66 $ 100
======= =======
Plan assets consist of group and individual variable life insurance
policies, group life and health contracts and short-term investments,
of which $1,003 million and $990 million are included in the separate
account assets and liabilities at December 31, 1996 and 1995,
respectively.
Net periodic postretirement benefit cost for 1996, 1995 and 1994
includes the following components:
1996 1995 1994
----- ----- -----
(In Millions)
Service cost $ 24 $ 30 $ 36
Interest cost 115 117 107
Actual return on plan assets (104) (144) (98)
Amortization of transition obligation 22 22 23
Other 12 49 52
----- ----- -----
Net periodic postretirement benefit cost $ 69 $ 74 $ 120
===== ===== =====
The net reduction to surplus relating to the Company's postretirement
benefit plans is $35 million, $46 million, and $30 million in 1996,
1995 and 1994, respectively, which considers the changes in the
prepaid postretirement benefit cost of $34 million, $28 million and
$90 million in 1996 , 1995 and 1994, respectively.
The assumptions used for the postretirement benefit plan were:
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30,
---------------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Discount rate 7.75% 7.50% 8.50%
Expected long-term rate of return on plan assets 9.00% 8.00% 9.00%
Rate of increase in compensation levels 4.50% 4.50% 5.50%
Health care cost trend rates 8.50-12.50% 8.90-13.30% 9.10-13.90%
Ultimate health care cost trend rate at 2006 5.00% 5.00% 6.00%
</TABLE>
A 1% increase in health care cost trend rates would increase the
September 30, 1996 accumulated postretirement benefit obligation and
service/interest costs by $115 million and $12 million, respectively.
C. Postemployment benefits - The Company accrues for postemployment
benefits primarily for life and health benefits provided to former or
inactive employees who are not retirees. The net accumulated liability
for these benefits at December 31, 1996 and 1995 was $99 million and
$96 million, respectively.
- 10 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
6. NOTES PAYABLE AND OTHER BORROWINGS
Notes payable and other borrowings consisted of the following at December
31:
Short-term: 1996 1995
---- ----
(In Millions)
Notes payable to affiliate $ 99 $ 0
Current portion of long term
notes payable 11 128
---- ----
$110 $128
Long-Term: 1996 1995
---- ----
8.173% note due 2002 $249 $249
7.501% note due 1999 248 248
5.0819% note due 2004 56 66
12.00% note due 1999 0 16
Secured demand note
due 1998 100 100
---- ----
653 679
---- ----
Total principal repayments and accrued interest $763 $807
==== ====
Scheduled principal repayments as of December 31, 1996, are as
follows: $110 million in 1997, $100 million in 1998, $239 million in
1999, $0 in 2000, $0 in 2001 and $294 million thereafter.
7. SURPLUS
A. Capital notes - The Company issues Capital Notes that are subordinate
in right of payment to policy claims, prior claims and senior
indebtedness. A summary of the outstanding Capital Notes as of
December 31, 1996 is as follows:
PRINCIPAL CARRYING INTEREST MATURITY
ISSUE DATE (PAR) AMOUNT RATE DATE
- ---------- --------- -------- -------- --------
(In Millions)
April 28, 1993 $ 300 $ 299 6.875% April 15, 2003
July 1, 1995 350 340 8.300% July 1, 2025
July 1, 1995 250 246 7.650% July 1, 2007
July 15, 1995 100 100 8.100% July 15, 2015
------- -----
Total $ 1,000 $ 985
======= =====
B. Special surplus fund - In accordance with the requirements of various
states, a special surplus fund has been established for contingency
reserves of $1,268 million and $1,274 million as of December 31, 1996
and 1995, respectively.
C. Non-admitted assets - Non-admitted assets were $1,367 million and
$1,167 million as of December 31, 1996 and 1995, respectively.
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values presented below have been determined using available
information and reasonable valuation methodologies. Considerable judgment
is applied in interpreting data to develop the estimates of fair value.
Accordingly, such estimates presented may not be realized in a current
market exchange. The use of different market assumptions and/or estimation
methodologies could have a material effect on the estimated fair values.
The following methods and assumptions were used in calculating the fair
values. (For all other financial instruments, the carrying value is a
reasonable estimate of fair value.)
Bonds and preferred stock - Fair values for bonds and preferred stock,
other than private placement securities, are based on quoted market
prices or estimates from independent pricing services. Fair values for
private placement securities are estimated using a discounted cash
flow model which considers the current market spreads between the U.S.
Treasury yield curve and corporate bond yield curve, adjusted for the
type of issue, its current credit quality and its remaining average
life. The fair value of certain non-performing private placement
securities is based on amounts provided by state regulatory
authorities.
Common stock - Fair value of unaffiliated common stock is based on
quoted market prices, where available, or prices provided by state
regulatory authorities.
- 11 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Mortgage loans on real estate - The fair value of residential
mortgages is based on recent market trades or quotes, adjusted where
necessary for differences in risk characteristics. The fair value of
the commercial mortgage and agricultural loan portfolio is primarily
based upon the present value of the scheduled cash flows discounted at
the appropriate U.S. Treasury rate, adjusted for the current market
spread for a similar quality mortgage. For certain non-performing and
other loans, fair value is based upon the value of the underlying
collateral.
Policy loans and premium notes - The estimated fair value of policy
loans is calculated using a discounted cash flow model based upon
current U.S. Treasury rates and historical loan repayments.
Derivative financial instruments - The fair value of swap agreements
is estimated based on the present value of future cash flows under the
agreements discounted at the applicable zero coupon U.S. Treasury rate
and swap spread. The fair value of forwards, futures and options is
estimated based on market quotes for a transaction with similar terms.
The fair value of loan commitments is derived by comparing the
contractual future stream of fees with such fee streams adjusted to
reflect current market rates that would be applicable to instruments
of similar type, maturity and credit standing.
Investment-type insurance contract liabilities - Fair values for the
Company's investment-type insurance contract liabilities are estimated
using a discounted cash flow model, based on interest rates currently
being offered for similar contracts. Carrying amounts are included in
"Future policy benefits and claims."
Notes payable and other borrowings - The estimated fair value of notes
payable is derived using discount rates based on the borrowing rates
currently available to the Company for debt with similar terms and
remaining maturities.
The following table discloses the carrying amounts and estimated fair
values of the Company's financial instruments at December 31:
<TABLE>
<CAPTION>
1996 1995
---- ----
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
------ ---------- ------ ----------
(In Millions)
FINANCIAL ASSETS:
<S> <C> <C> <C> <C>
Bonds $75,006 $77,826 $77,494 $83,910
Preferred stock 239 259 396 410
Common stock * 2,466 2,466 1,805 1,805
Mortgage loans on real estate 17,039 17,364 20,280 20,839
Policy loans and premium notes 6,023 5,942 6,208 6,452
Short-term investments 5,817 5,817 4,633 4,633
Cash 165 165 170 170
Assets held in separate accounts 57,797 57,797 53,903 53,903
Derivative financial instruments 9 16 15 64
FINANCIAL LIABILITIES:
Investment-type insurance
contracts 30,194 30,328 34,799 35,720
Notes payable and other borrowings 763 794 807 829
Liabilities related to separate accounts 57,436 57,436 53,256 53,256
Derivative financial instruments 60 63 94 108
</TABLE>
* Excludes investments in subsidiaries of $4,610 million and $4,328 million
at December 31, 1996 and 1995, respectively.
- 12 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
9. DERIVATIVE AND OFF-BALANCE SHEET CREDIT-RELATED INSTRUMENTS
A. Derivative financial instruments - Derivatives include swaps,
forwards, futures, options and fixed-rate loan commitments subject to
market risk, all of which are used by the Company in the normal course
of business in activities other than trading. The Company does not
issue or hold derivatives for trading purposes. This classification is
based on management's intent at the time of contract inception and
throughout the life of the contract. The Company uses derivatives
primarily for asset/liability risk management and to reduce exposure
to interest rate, currency and other market risks. Of those
derivatives held at December 31,1996, 35% of the notional amounts
consisted of interest rate derivatives and 65% consisted of foreign
currency derivatives.
The tables below summarize the Company's outstanding positions on a
gross basis before netting pursuant to rights of offset, qualifying
master netting agreements with counterparties or collateral
arrangements at December 31:
<TABLE>
<CAPTION>
DERIVATIVE FINANCIAL INSTRUMENTS
1996 1995
---- ----
(In Millions)
CARRYING ESTIMATED CARRYING ESTIMATED
NOTIONAL AMOUNT FAIR VALUE NOTIONAL AMOUNT FAIR VALUE
-------- ------ ---------- -------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
Swaps:
Assets $ 159 $ 1 $ 6 $ 418 $ (1) $ 32
Liabilities 479 50 53 371 76 79
Forwards:
Assets 453 8 8 235 13 17
Liabilities 980 9 9 1,074 13 13
Futures:
Assets 0 0 0 683 5 5
Liabilities 399 1 1 864 5 7
Options:
Assets 175 0 0 195 0 0
Liabilities 0 0 0 3 0 0
Loan Commitments:
Assets 164 0 2 122 (2) 10
Liabilities 9 0 0 532 0 9
------ ------ ------ ------ ------ ------
Total:
Assets $ 951 $ 9 $ 16 $1,653 $ 15 $ 64
====== ====== ====== ====== ====== ======
Liabilities $1,867 $ 60 $ 63 $2,844 $ 94 $ 108
====== ====== ====== ====== ====== ======
</TABLE>
B. Off-balance sheet credit-related instruments - During the normal
course of its business, the Company utilizes financial instruments
with off-balance sheet credit risk such as commitments, financial
guarantees and letters of credit. Commitments include variable rate
commitments to purchase and sell mortgage loans and the unfunded
portion of commitments to fund investments in private placement
securities. The Company also provides financial guarantees incidental
to other transactions and letters of credit that guarantee the
performance of customers to third parties. These credit-related
financial instruments have off-balance sheet credit risk because only
their origination fees, if any, and accruals for probable losses, if
any, are recognized until the obligation under the instrument is
fulfilled or expires. These instruments can extend for several years
and expirations are not concentrated in any period. The Company seeks
to control credit risk associated with these instruments by limiting
credit, maintaining collateral where customary and appropriate, and
performing other monitoring procedures.
The notional amount of these instruments, which represents the
Company's maximum exposure to credit loss from other parties'
non-performance, was $785 million and $1,254 million at December 31,
1996 and 1995, respectively. Because many of these amounts expire
without being advanced in whole or in part, the notional amounts do
not represent future cash flows.
The estimated fair value of these instruments, which represents the
Company's current exposure to credit loss from other parties'
non-performance, was $8 million and $56 million at December 31, 1996
and 1995, respectively.
10. RELATED PARTY TRANSACTIONS
A. Service agreements - The Company has entered into service agreements
with various subsidiaries. Under these agreements, the Company
furnishes services of officers and employees and provides supplies,
use of equipment, office space, and makes payment to
- 13 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
third parties for general expenses, state and local taxes. The
agreements obligate the subsidiaries to reimburse the Company for the
approximate cost of providing such services. The amounts receivable
from subsidiaries, reported in "Other assets" at December 31, 1996 and
1995, were $490 million and $509 million, respectively. The
subsidiaries also furnish similar services to the Company in
connection with such agreements. The amount payable to subsidiaries,
reported in "Other liabilities" at December 31, 1996 was $87 million.
There was no outstanding balance at December 31, 1995.
Certain of the Company's group health care subsidiaries provide health
insurance to certain employees of the Company. Enrollment contract
costs reported in "Other expenses" were $126 million, $111 million and
$104 million for the years ended December 31, 1996, 1995 and 1994,
respectively.
The Company purchases corporate owned life insurance policies from one
of its life insurance subsidiaries for certain employees. The premium
charged for these policies reported in "Other expenses" was $3
million, $12 million and $12 million for the years ended December 31,
1996, 1995 and 1994, respectively. The cash value associated with
these policies was $118 million and $102 million at December 31,
1996 and 1995, respectively.
Certain of the Company's subsidiaries perform services for the Company
in connection with the Company's obligations under investment advisory
or subadvisory agreements. The costs incurred in connection with
performing such services, primarily reported in "Other expenses," were
$145 million, $327 million and $342 million for the years ended
December 31, 1996, 1995 and 1994, respectively. The Company also
provides these services to subsidiaries in connection with such
agreements. The investment advisory fees received from affiliates by
the Company, reported in "Other income" were $161 million, $92 million
and $110 million for the years ended December 31, 1996, 1995 and 1994,
respectively.
The Company borrows short-term funds from Prudential Funding
Corporation ("Funding"), a wholly owned subsidiary. The interest
expense for these borrowings was $131 million, $66 million and $21
million for the years ended December 31, 1996, 1995 and 1994,
respectively. The outstanding balance at December 31, 1996 was $99
million. There was no outstanding balance at December 31, 1995.
B. Net worth maintenance agreement - The Company has entered into a
support agreement with Funding under which it agrees to maintain
Funding's tangible net worth, including subordinated debt, at not less
than $1.00. As of December 31, 1996, the tangible net worth of Funding
was $44 million. Since the inception of the agreement, no support
payments have been required.
11. CONTINGENCIES
The Company is reviewing its obligations under certain managed care
arrangements for possible failure to comply with contractual and regulatory
requirements. It is the opinion of management that appropriate reserves
have been established in accordance with applicable accounting standards to
provide for appropriate reimbursements to customers.
Various lawsuits against the Company have arisen in the course of the
Company's business. In certain of these matters, large and/or indeterminate
amounts are sought.
Twenty-six purported class actions and over 280 individual actions are
pending against the Company on behalf of those persons who purchased life
insurance policies allegedly because of deceptive sales practices engaged
in by the Company and its insurance agents in violation of state and
federal laws. The Company anticipates additional suits may be filed by
individuals who opted out of the class action settlement described below.
The sales practices alleged to have occurred are contrary to Company
policy. Some of these cases seek very substantial damages while others seek
unspecified compensatory, punitive and treble damages. The Company intends
to defend these cases vigorously.
A Multi-State Life Insurance Task Force (the "Task Force"), comprised of
insurance regulators from 29 states and the District of Columbia, was
created to conduct a review of sales and marketing practices throughout the
life insurance industry. As the largest life insurance company in the
United States, the Company was the initial focus of the Task Force
examination. On July 9, 1996, the Task Force released its report on the
Company's activities. In it, the Task Force found that some sales of life
insurance policies made by the Company were improper. The report criticizes
the Company's training, oversight, discipline and compliance programs
related to insurance sales. Based on these findings, the Task Force
recommended, and the Company agreed to, a series of fines allocated to all
50 states and the District of Columbia amounting to a total of $35 million.
In addition, the Task Force recommended a remediation program pursuant to
which the Company would offer relief to policyowners who purchased 10.7
million whole life insurance policies in the United States from the Company
from 1982 through 1995. In subsequent negotiations with several states, the
Company agreed to pay additional amounts aggregating approximately $30
million by way of fine, reimbursement of investigation expenses and costs
associated with outreach to residents of Florida and California.
On October 28, 1996, the Company entered into a Stipulation of Settlement
with attorneys for the plaintiffs in the class actions consolidated in a
Multi-District Litigation involving alleged improprieties in connection
with the Company's sale of whole life
- 14 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
insurance policies from 1982 through 1995. Pursuant to the proposed
settlement, the Company has agreed to provide certain enhancements and
changes to the remediation program previously accepted by the Multi-State
Task Force, including some additional remedies. In addition, the Company
agreed that a minimum cost of $410 million (which was recorded in the
Statement of Operations and Changes in Surplus) would be incurred in
providing remedies to policyowners under the program, and agreed to certain
other payments and guarantees. Under the terms of the guarantees, the
Company has agreed that the average cost per remedy will not be less than
$2,364 for up to 330,000 claims remedied. For claims remedied in excess of
330,000, the Company has not guaranteed an average cost per remedy. The
Company has also agreed to provide additional compensation to be
distributed by formula that will range in an aggregate amount from $50
million to $300 million depending on the total number of claims remedied.
The Company cannot predict how many claims ultimately will be remedied. The
Company has also recorded in the Statement of Operations and Changes in
Surplus, its estimate of the minimum administrative costs related to the
remediation program. As of March 5, 1997, all 50 states and the District of
Columbia have directed the Company to offer a remediation plan based on the
program accepted by the Task Force and containing many of the enhancements
of the class action settlement.
Also on October 28, 1996, the U.S. District Court of the District of New
Jersey, in which the Multi-District Litigation is pending, conditionally
certified a class for settlement purposes and scheduled a hearing on the
fairness, reasonableness and adequacy of the proposed settlement. This
hearing was held on February 24, 1997. On March 7, 1997, the Court
rendered its decision approving the settlement. The owners of approximately
23,000 policies have taken steps to exclude themselves from the class
action and are not bound by the settlement.
To date, the Company has mailed packages to 8.5 million policyowners
eligible for the remediation program, informing policyowners in all 50
states and the District of Columbia of their rights under the program. The
deadline for electing to participate in the Alternative Dispute Resolution
Process ("ADR") or Basic Claim Relief is June 1, 1997. Policyowners who
believe that they were misled can file a claim through the ADR.
Policyowners who do not believe they were misled, or who do not wish to
file a claim under the ADR, may choose from several options available under
Basic Claim Relief, such as preferred rate premium loans, or the purchase
of enhanced annuities, mutual fund shares or life insurance policies.
It is not possible on any reliable basis to estimate how many policyowners
will participate in the settlement. The cost of the settlement is dependent
upon complex and varying factors, including the number of policyowners that
participate in the settlement, the relief options chosen and the ultimate
dollar value of the settlement. The administrative costs to the Company of
remediation of policyowner claims are also subject to a number of complex
uncertainties in addition to the unknown quantity and cost of policyowner
claims. In light of the uncertainties attendant to these and other factors,
management is unable to make a reasonable estimate of the ultimate cost of
the remediation program to the Company.
A purported class action was brought against the Company and certain
subsidiaries alleging common law fraud, negligent misrepresentation and
violations of the New Jersey RICO statute arising out of the plaintiffs'
purchase of certain subordinated mortgage pass-through securities and
seeking compensatory and punitive damages and injunctive relief. The
Company will deny the substantive allegations of the complaint in its
answer and will vigorously defend the suit. The case is at a preliminary
stage, and management is not now in a position to predict the outcome or
effect of the litigation.
Litigation is subject to many uncertainties, and given the complexity and
scope of these suits, their outcome cannot be predicted. It is also not
possible to predict the likely results of any regulatory inquiries or their
effect on litigation which might be initiated in response to widespread
media coverage of these matters. Accordingly, management is unable to make
a meaningful estimate of the amount or range of loss that could result from
an unfavorable outcome of all pending litigation and the regulatory
inquiries. It is possible that the results of operations or the cash flow
of the Company, in particular quarterly or annual periods, could be
materially affected by an ultimate unfavorable outcome of certain pending
litigation and regulatory matters. Management believes, however, that the
ultimate outcome of all pending litigation and regulatory matters referred
to above should not have a material adverse effect on the Company's
financial position, after consideration of applicable reserves.
In 1993, Prudential Securities, Inc. ("PSI"), a subsidiary of Prudential,
entered into an agreement with the Securities and Exchange Commission, the
National Association of Securities Dealers, Inc., and state securities
commissions whereby PSI agreed to pay $330 million into a settlement fund
to pay eligible claims on certain limited partnership matters. Under this
agreement, if partnership matter claims exceed the established settlement
fund, PSI is obligated to pay such additional claims. The agreement also
required PSI to take measures to enhance the adequacy of its sales
practices compliance controls.
In October 1994, the United States Attorney for the Southern District of
New York (the "U.S. Attorney") filed a complaint against PSI in connection
with its sale of certain limited partnerships. Simultaneously, PSI entered
into an agreement to comply with certain conditions for a period of three
years, and to pay an additional $330 million into the settlement fund. At
the end of the three year period, assuming PSI has fully complied with the
terms of the agreement, the U.S. Attorney will institute no further action.
In the opinion of management, PSI is in compliance with all provisions of
the aforementioned agreements.
- 15 -
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NOTES TO STATUTORY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
The Company has entered into a reinsurance agreement with The Prudential
Life Insurance Company, Ltd., a wholly owned subsidiary, under which it has
agreed to reinsure certain individual life insurance policies through a
yearly renewable term contract. The reinsurance assumed premiums and
reserves for 1996 were $27 million and $17 million, respectively.
The Company as a result of the sale of Prudential Reinsurance Inc. (a PRUCO
Inc. subsidiary), agreed to guarantee up to $775 million of Gibraltar
Casualty Company (a Prudential subsidiary) obligations with respect to a
Stop Loss Agreement and PRUCO Inc.'s (a Prudential subsidiary) payment
obligations under an Indemnity Agreement, subject to maximum aggregate
payments of $400 million. The maximum aggregate payments under the
Prudential Guarantee of the Gibraltar Casualty Company obligations will be
reduced in certain circumstances to take account of payments made and
collateral provided in respect of the guaranteed obligations. The Stop Loss
Agreement is intended to mitigate the impact on Prudential Reinsurance Inc.
of adverse development of loss reserves, as of June 30, 1995, of up to $375
million of the first $400 million of adverse development. The Company has
recorded a loss reserve of $175 million as of December 31, 1996.
Gibraltar Casualty Company and other property and casualty insurance
subsidiaries receive claims under expired contracts which assert alleged
injuries and/or damages relating to or resulting from toxic torts, toxic
waste and other hazardous substances. The liabilities for such claims
cannot be estimated by traditional reserving techniques. As a result of
judicial decisions and legislative actions, the coverage afforded under
these contracts may be expanded beyond their original terms. Extensive
litigation between insurers and insureds over these issues continues and
the outcome is not predictable. In establishing the unpaid claim reserves
for these losses, management considered the available information and
established these reserves in accordance with applicable accounting
standards. However, given the expansion of coverage and liability by the
courts and legislatures in the past, and potential for other unfavorable
trends in the future, the ultimate cost of these claims could increase from
the levels currently established.
The Company and a number of other insurers (the "Consortium") entered into
a Reinsurance and Participation Agreement ("the Agreement") with MBL Life
Assurance Corporation ("MBLLAC") and others, under which the Company and
the other insurers agreed to reinsure certain payments to be made to
contractholders by MBLLAC in connection with the plan of rehabilitation of
Mutual Benefit Life Insurance Company. Under the Agreement, the Consortium,
subject to certain terms and conditions, will indemnify MBLLAC for the
ultimate net loss sustained by MBLLAC on each contract subject to the
Agreement. The ultimate net loss represents the amount by which the
aggregate required payments exceed the fair market value of the assets
supporting the covered contracts at the time such payments are due. The
Company's share of any net loss is 30.55%. The Company has determined that
it does not expect to make any payments to MBLLAC under the agreement. The
Company concluded this after testing a wide range of potentially adverse
scenarios during the rehabilitation period for MBLLAC.
******
- 16 -
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Policyholders of
The Prudential Insurance Company of America
We have audited the accompanying statement of admitted assets, liabilities and
surplus (statutory basis) of The Prudential Insurance Company of America as of
December 31, 1996, and the related statements of operations and changes in
surplus (statutory basis), and of cash flows (statutory basis) for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit 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 are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. 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 audit provides a reasonable basis for our opinion.
As described in Note 1, these financial statements were prepared in conformity
with accounting practices prescribed or permitted by the New Jersey Department
of Insurance, which practices differ from generally accepted accounting
principles. The effects on the financial statements of the variances between the
statutory basis of accounting and generally accepted accounting principles,
although not reasonably determinable, are presumed to be material.
In our opinion, because of the effects of the matters referred to in the
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of The Prudential Insurance Company of America at December
31, 1996, and the results of its operations and its cash flows for the year then
ended.
Also, in our opinion, the financial statements referred to above present fairly,
in all material respects, the admitted assets, liabilities and surplus of The
Prudential Insurance Company of America at December 31, 1996, and the results of
its operations and its cash flows for the year then ended, on the basis of
accounting described in Note 1.
/s/ PRICE WATERHOUSE, LLP
New York, New York
March 10, 1997
- 17 -
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
The Prudential Insurance Company of America
Newark, New Jersey
We have audited the accompanying statement of admitted assets, liabilities and
surplus--statutory basis of The Prudential Insurance Company of America as of
December 31, 1995, and the related statements of operations and changes in
surplus--statutory basis, and cash flows--statutory basis for each of the two
years in the period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements 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 are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. 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 report dated March 1, 1996, we expressed an opinion that the 1995 and
1994 financial statements, prepared using accounting practices prescribed and
permitted by the New Jersey Department of Insurance, presented fairly, in all
material respects, the financial position of The Prudential Insurance Company of
America as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles. As described in Note 1 to these financial statements,
pursuant to the pronouncements of the Financial Accounting Standards Board, the
1995 and 1994 financial statements of The Prudential Insurance Company of
America, prepared using accounting practices prescribed or permitted by
insurance regulators (statutory financial statements) are no longer considered
presentations in conformity with generally accepted accounting principles. The
effects on the financial statements of the differences between the statutory
basis of accounting and generally accepted accounting principles are material
and are also described in Note 1. Accordingly, our present opinion on the
presentation of the 1995 and 1994 financial statements in accordance with
generally accepted accounting principles, as presented herein, is different from
that expressed in our previous report.
In our opinion, because of the effects of the matter discussed in the third
paragraph, the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the admitted assets,
liabilities and surplus of the Company as of December 31, 1995, and its
operations, changes in surplus and its cash flows for each of the two years in
the period ended December 31, 1995.
However, in our opinion, the financial statements referred to above present
fairly, in all material respects, the admitted assets, liabilities and surplus
of The Prudential Insurance Company of America as of December 31, 1995, and the
results of its operations, changes in surplus and its cash flows for each of the
two years in the period then ended, on the basis of accounting described in Note
1.
Also, as described in Note 1 to the financial statements, these financial
statements were prepared on an unconsolidated statutory basis of accounting,
which differs from the 1995 and 1994 financial statements prepared for general
distribution on a consolidated statutory basis of accounting, both of which
differ from generally accepted accounting principles. The financial statements
for 1995 and 1994 have been restated on an unconsolidated statutory basis of
accounting adopted in 1996 for purposes of general distribution. Further, these
financial statements differ from the previously issued unconsolidated statutory
financial statements because certain permitted financial statement presentation
practices are no longer being used.
/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 1, 1996, except for Note 1A,
as to which the date is March 10, 1997
- 18 -
<PAGE>
SYSTEMATIC INVESTMENT PLAN CONTRACTS
VARIABLE ANNUITY CONTRACTS
PRUDENTIAL'S GIBRALTAR FUND
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
This prospectus does not constitute an offer in any State to any person to whom
such offer would be unlawful in such State.
No one is authorized to give any information or to make any representations
other than those contained in this prospectus or in the sales material
authorized by The Prudential Insurance Company of America for use in connection
with the offer contained in this prospectus.
- --------------------------------------------------------------------------------
------------------------------
- --------------------------------------------------------------------------------
-----------------
The Prudential Insurance Company of America Bulk Rate
Prudential Plaza, Newark, New Jersey 07102-3777 U.S. Postage
PAID
Jersey City, N.J.
Permit No. 60
-----------------
<PAGE>
PART C
OTHER INFORMATION
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following papers and documents:
The facing sheet.
The prospectus consisting of __ pages.
The signatures for:
(1) Prudential's Investment Plan Account and The Prudential Insurance
Company of America and Subsidiaries; and
(2) Prudential's Gibraltar Fund, Inc.
Consent of Price Waterhouse LLP, independent auditors, regarding reports on:
(1) Prudential's Investment Plan Account, Prudential's Annuity Plan
Account and The Prudential Insurance Company of America; and
(2) Prudential's Gibraltar Fund, Inc.
Consent of Deloitte & Touche LLP, independent auditors, regarding reports on:
(1) Prudential's Investment Plan Account, Prudential's Annuity Plan
Account
(2) Prudential's Gibraltar Fund, Inc.
Responses of Prudential's Gibraltar Fund, Inc. to Items of Part C of Form N-1A:
Item 24. Financial Statements and Exhibits;
Item 25. Persons Controlled by or under Common Control with
Prudential's Gibraltar Fund, Inc.;
Item 26. Number of Holders of Securities;
Item 27. Indemnification;
Item 28. Business and other Connections of Investment Advisor;
Item 29. Principal Underwriter;
Item 30. Location of Accounts and Records; and
Item 31. Management Services.
The Exhibits listed on the following pages pertaining to:
(1) Systematic Investment Plan Contracts; and
(2) Prudential's Gibraltar Fund.
Item 24(a) List of Financial Statements of Prudential's Investment
Plan Account and The Prudential Insurance Company of
America Filed as Part of this Registration Statement.
Prudential's Investment Plan Account -- Statements Filed as Part of Part A:
Statement of Net Assets as of December 31, 1996;
Statement of Operations -- Year Ended December 31, 1996; and
Statements of Changes in Net Assets -- Years Ended December 31, 1996
and 1995.
Financial Statements of The Prudential Insurance Company of America --
Statements Filed as Part of Part A:
Statements of Financial Position as of December 31, 1996 and 1995;
Statements of Operations and Changes in Surplus and Asset Valuation
Reserve (AVR)/ Mandatory Securities Valuation Reserve (MSVR)
-- Years Ended December 31, 1996, 1995 and 1994; and
Statements of Cash Flows -- Years Ended December 31, 1996, 1995 and
1994.
List of Financial Statements of Prudential's Gibraltar Fund, Inc. Filed as Part
of this Registration Statement -- Statements Filed as Part of Part A:
Statement of Assets and Liabilities including Schedule of Investments
as of December 31, 1996;
Statement of Operations -- Year Ended December 31, 1996;
Statements of Changes in Net Assets -- Years Ended December 31, 1996
and 1995; and
Financial Highlights -- Ten Years Ended December 31, 1996.
C-1
<PAGE>
<TABLE>
EXHIBITS
SYSTEMATIC INVESTMENT PLAN CONTRACTS
<CAPTION>
1. COPIES OF EXHIBITS REQUIRED BY PARAGRAPH A OF INSTRUCTIONS AS TO INCORPORATED BY REFERENCE TO THE
EXHIBITS IN FORM N-8B-2 (OTHER PARAGRAPH A EXHIBITS ARE NOT FOLLOWING:
APPLICABLE):
<S> <C> <C>
(1) The resolutions of the Board of Directors of The Exhibit A(1) to Form N-8B-2, File
Prudential, adopted on June 11, 1968, establishing No. 811-1850.
Prudential's Investment Plan Account.
(1)(i) The resolutions of the Board of Directors of The Exhibit A(1)(i) to Form S-6,
Prudential, adopted on October 10, 1972, Registration No. 2-46063.
authorizing sale of Systematic Investment Plan
Contracts with optional Share Value Protection.
(2) The Custodian Agreement between Chemical Bank and Exhibit A(2) to Post-Effective
The Prudential. Amendment No. 17 to Form S-6,
Registration No. 2-52715.
(3)(a) Distribution Agreement between Prudential's Exhibit A(3)(a) to Post-Effective
Investment Plan Account, Prudential's Annuity Plan Amendment No. 30 to Form S-6,
Account, Prudential's Annuity Plan Account-2 and Registration No. 2-52715.
Pruco Securities Corporation.
(3)(c)-A* Schedule of Sales Commissions referred to in Item Exhibit A(3)(c) to Form S-6,
38(c). Registration No. 2-46063.
(3)(c)-B** Schedule of Sales Commissions referred to in Item Exhibit A(3)(c) to Post-Effective
38(c). Amendment No. 11, Registration
No. 2-32683.
(5)-A* Copy of Systematic Investment Plan Contract Exhibit A(5) to Amendment No. 1
between The Prudential and the Planholder. to Form S-6, Registration No.
2-46063.
(5)(i)-A* Copy of Share Value Protection Provisions. Exhibit A(5)(i) to Form S-6,
Registration No. 2-46063.
(5)(ii) Copy of Texas Variable Annuity Endorsement FSP 518 Exhibit A(5)(ii) to Form S-6,
to the Systematic Investment Plan Contract. Registration No. 2-46063.
(5)(iii)-A* Copy of New York and Maryland Endorsement FSP 537 Exhibit A(5)(iii) to Form S-6,
to the Systematic Investment Plan Contract. Registration No. 2-46063.
(5)(iv)-A* Copy of New York Endorsement FSP 532B to the Exhibit A(5)(iv) to Form S-6,
Systematic Investment Plan Contract. Registration No. 2-46063.
(5)(v)-A* Copy of New Hampshire Endorsement FSP 542 to the Exhibit A(5)(v) to Amendment No.
Systematic Investment Plan Contract. 1 to Form S-6, Registration No. 2-
46063.
(5)(vii)-A* Copy of New York Endorsement FSP 549 to the Share Exhibit A(5)(vii) to Post-Effective
Value Protection Contract. Amendment No. 1 to Form S-6,
Registration No. 2-46063.
</TABLE>
*This form is applicable to the Contract as revised -- See Prospectus.
**This form is applicable to the Old Form Contract -- See Prospectus.
C-2
<PAGE>
<TABLE>
LISTING OF SYSTEMATIC INVESTMENT PLAN EXHIBITS -- PAGE 2
<CAPTION>
<S> <C> <C>
(5)-B** Copy of Systematic Investment Plan Contract Exhibit A(5) to Post-Effective
between The Prudential and the Planholder. Amendment No. 11, Registration No.
2-32683.
(5)(ii)-B** Copy of New York Endorsement FSP 522B to the Exhibit A(5)(ii) to Post-Effective
Systematic Investment Plan Contract. Amendment No. 11, Registration No.
2-32683.
(5)(iii)-B** Copy of New York Endorsement FSP 532A to the Exhibit A(5)(iii) to Post-Effective
Systematic Investment Plan Contract. Amendment No. 11, Registration No.
2-32683.
(5)(iv)-B** Copy of Maryland Endorsement FSP 525B to the Exhibit A(5)(iv) to Post-Effective
Systematic Investment Plan Contract. Amendment No. 11, Registration No.
2-32683.
(5)(v)-B** Copy of New Hampshire Endorsement FSP 541 to the Exhibit A(5)(v) to Post-Effective
Systematic Investment Plan Contract. Amendment No. 15, Registration No.
2-32683.
(6)(i) Copy of the Charter of The Prudential, as amended Exhibit 1.A.(6)(a) to Form S-6
February 26, 1988. Registration Statement, Registration
No. 33-61079, filed July 17, 1995 on
behalf of The Prudential Variable
Appreciable Account.
(6)(ii) Copy of the By-laws of The Prudential, as amended Exhibit 1.A.(6)(b) to Post-Effective
August 8, 1995. Amendment No. 1 to Form S-6,
Registration No. 33-61079, filed
April 26, 1996, on behalf of The
Prudential Variable Appreciable
Account.
(9)-A* Copy of the Annuity Rate Protection Provisions. Exhibit A(9) to Form S-6,
Registration No. 2-46063.
(9)(i)-B** Copy of the Transfer Account Agreement between The Exhibit A(9)(i) to Post-Effective
Prudential and the Accountholder. Amendment No. 11, Registration No.
2-32683.
(9)(ii)-B** Copy of the Annuity Rate Protection Provisions. Exhibit A(9)(ii) to Post-Effective
Amendment No. 11, Registration No.
2-32683.
(10)(i)-A* Form of Request for Enrollment in Prudential's Exhibit A(10)(i) to Form S-6,
Financial Security Program as a Planholder. Registration No. 2-46063.
(10)(ii)-A* Form of Letter of Intent. Exhibit A(10)(ii) to Amendment No. 1
to Form S-6, Registration No.
2-46063.
(10)(i)-B** Form of Request for Enrollment in Prudential's Exhibit A(10)(i) to Amendment No. 1
Financial Security Program as an Accountholder and to Form N-8B-2, File No. 811-1850.
Planholder, or as an Accountholder or Planholder
only.
</TABLE>
*This form is applicable to the Contract as revised -- See Prospectus.
**This form is applicable to the Old Form Contract -- See Prospectus.
C-3
<PAGE>
<TABLE>
LISTING OF SYSTEMATIC INVESTMENT PLAN EXHIBITS -- PAGE 3
<CAPTION>
<S> <C> <C>
(10)(ii)-B** Form of Transfer and Deposit Schedule. Exhibit A(10)(ii) to Amendment No. 1
to Form N-8B-2, File No. 811-1850.
Exhibit A(10)(iii) to Amendment No. 1
(10)(iii)-B** Form of Request for Non-Scheduled Purchase. to Form N-8B-2, File No. 811-1850.
2. For specimen of securities:
Revised Contract -- see Exhibits A(5)-A, A(5)(i)-A, A(5)(ii),
A(5)(iii)-A, A(5)(iv)-A, A(5)(v)-A, A(5)(vi)-A, and A(5)(vii)-A.
Old Form Contract -- see Exhibits A(5)-B, A(5)(i)-B, A(5)(ii),
A(5)(ii)-B, A(5)(iii)-B, A(5)(iv)-B, and A(5)(v)-B.
6. Powers of Attorney:
a) F. Agnew, F. Becker, W. Boeschenstein, L. Carter, Jr., Incorporated by reference to
J. Cullen, C. Davis, R. Enrico, A. Gilmour, W. Gray III, Post-Effective Amendment No. 15 to
J. Hanson, C. Horner, A. Jacobson, G. Keith, B. Malkiel, Form S-6, Registration No. 33-20000
J. Opel, A. Ryan, C. Sitter, D. Staheli, R. Thompson, filed May 1, 1995.
P. Vagelos, S. Van Ness, P. Volcker, J. Williams
b) M. Grier Incorporated by reference to Form S-6
Registration Statement, Registration
No. 33-61079, filed July 17, 1995.
27.1 Financial Data Schedule Filed Herewith
</TABLE>
*This form is applicable to the Contract as revised -- See Prospectus.
**This form is applicable to the Old Form Contract -- See Prospectus.
C-4
<PAGE>
ITEM 24(B)
EXHIBITS
PRUDENTIAL'S GIBRALTAR FUND, INC.
<TABLE>
<CAPTION>
INCORPORATED BY
REFERENCE TO EXHIBITS INCORPORATED BY
EXHIBITS REQUIRED BY TO FORM N-8B-1 REFERENCE TO THE FOLLOWING
ITEM OF FORM N-1A FILE NO. 811-1660 (EXCEPT AS OTHERWISE NOTED):
<S> <C> <C> <C>
(i) Certificate of Incorporation. 1(a)
Amendment to Certificate of Incorporation 1(b)
dated April 11, 1968.
Amendment to Certificate Exhibit 1(c) to Post-
of Incorporation dated May 27, 1975. Effective Amendment No. 19
to Form S-6, Registration
No. 2-52715.
Exhibit 24(b)(i) to Post-Effective
Amendment No. 32 to Form S-6,
Registration No. 2-52715.
Amendment to Certificate Filed Herein.
of Incorporation dated April 23, 1991.
Articles of Incorporation Filed Herein.
filed with the Secretary of
State of the State of Maryland
dated May 1, 1997
(ii) By-laws.
(iii) None.
(iv) Stock Certificate. Exhibit 4(a) to Post-
Effective Amendment No. 17
to Form S-6, Registration
No. 2-52715.
(v) Investment Advisory Contract 5
between Registrant and The
Prudential.
Amendment No. 1 to Investment Exhibit 5(b) to Post-
Advisory Contract between Effective Amendment No. 9
Registrant and The Prudential. to Form S-5, Registration
No. 2-32685.
Amendment No. 2 to Investment Exhibit 24(b)(v) to Post-Effective
Advisory Contract between Amendment No. 32 to Form S-6,
Registrant and The Prudential. Registration No. 2-52715.
Service Agreement between The Exhibit 24(b)(v)(3) to
Prudential and The Prudential Post-Effective Amendment
Investment Corporation. No. 23 to Form S-6,
Registration No. 2-52715.
(vi) Distribution Agreement between Exhibit 24(b)(vi) to Post-
Prudential's Gibraltar Fund and Effective Amendment No. 30
Pruco Securities Corporation. to Form S-6, Registration
No. 2-52715.
(vii) None.
</TABLE>
C-5
<PAGE>
<TABLE>
PRUDENTIAL'S GIBRALTAR FUND, INC. EXHIBITS -- PAGE 2
<CAPTION>
<S> <C> <C> <C>
(viii) Custody Agreement between Exhibit 8(a) to Post-
Registrant and Chemical Bank. Effective Amendment No. 17
to Form S-6, Registration
No. 2-52715.
(ix) Administrative Services 9(a)
Agreement between Registrant
and The Prudential.
Contract of Custodianship Exhibit A(2) to Post-
with respect to Prudential's Effective Amendment No. 17
Investment Plan Account to Form S-6, Registration
(endorsed by Registrant). No. 2-52715.
(x)-(xiv) None.
(xv) None.
(xvi) Powers of Attorney: Incorporated by reference to Post-
Effective Amendment No. 25 to
Form S-6, Registration No. 2-
59232, filed April 26, 1996 on
behalf of the Prudential Variable
Annuity Plan Account-2.
27.2 Financial Data Schedule Filed Herewith
</TABLE>
C-6
<PAGE>
SIGNATURES
PRUDENTIAL'S INVESTMENT PLAN ACCOUNT
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that this Amendment is filed solely for one or more of the purposes
specified in Rule 485(b)(1) under the Securities Act of 1933 and that no
material event requiring disclosure in the prospectus, other than one listed in
Rule 485(b)(1), has occurred since the effective date of the most recent
Post-Effective Amendment to the Registration Statement which included a
prospectus, and has caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, and its seal hereunto
affixed and attested, all in the city of Newark and the State of New Jersey, on
this 30th day of April, 1997.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Attest: /s/ THOMAS C. CASTANO By: /s/ ESTHER H. MILNES
--------------------- --------------------------
Thomas C. Castano Esther H. Milnes
Assistant Secretary Vice President and Actuary
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 39 to the Registration Statement has been signed below by the
following directors and officers of The Prudential Insurance Company of America
in their capacities and on the date appearing below.
SIGNATURE AND TITLE DATE
April 30th, 1997
)
/s/* )
- ---------------------------------- )
Arthur C. Ryan )
Chairman of the Board, President, )
and Chief Executive Officer )
)
)
/s/* )
- ---------------------------------- ) *By: /s/ THOMAS C. CASTANO
) ---------------------
) Thomas C. Castano
Mark B. Grier ) (Attorney-in-Fact)
Chief Financial Officer )
)
)
/s/* )
- ---------------------------------- )
Franklin E. Agnew )
Director )
)
)
/s/* )
- ---------------------------------- )
Frederic K. Becker )
Director )
)
)
C-7
<PAGE>
SIGNATURE AND TITLE DATE
April 30th, 1997
)
/s/* )
- ---------------------------------- )
William W. Boeschenstein )
Director )
)
)
/s/* )
- ---------------------------------- )
Lisle C. Carter, Jr. )
Director )
)
)
/s/* )
- ---------------------------------- )
James G. Cullen )
Director )
)
)
/s/* )
- ---------------------------------- )
Carolyne K. Davis )
Director )
)
)
/s/* )
- ---------------------------------- )
Roger A. Enrico )
Director )
)
)
/s/* )
- ---------------------------------- )
Allan D. Gilmour )
Director )
)
)
)
/s/* )
- ---------------------------------- )
William H. Gray, III ) *By: /s/ THOMAS C. CASTANO
Director ) --------------------
) Thomas C. Castano
) (Attorney-in-Fact)
/s/* )
- ---------------------------------- )
Jon F. Hanson )
Director )
)
)
/s/* )
- ---------------------------------- )
Constance J. Horner )
Director )
)
)
/s/* )
- ---------------------------------- )
Allen F. Jacobson )
Director )
)
)
/s/* )
- ---------------------------------- )
Burton G. Malkiel )
Director )
C-8
<PAGE>
SIGNATURE AND TITLE DATE
April 30th, 1997
)
/s/* )
- ---------------------------------- )
John R. Opel )
Director )
)
)
/s/* )
- ---------------------------------- )
Charles R. Sitter )
Director )
)
)
/s/* )
- ---------------------------------- )
Donald L. Staheli )
Director )
)
)
/s/* )
- ---------------------------------- )
Richard M. Thomson )
Director )
)
)
/s/* )
- ---------------------------------- )
P. Roy Vagelos, M.D. )
Director )
)
)
/s/* )
- ---------------------------------- )
Stanley C. Van Ness ) *By: /s/ THOMAS C. CASTANO
Director ) ---------------------
) Thomas C. Castano
) (Attorney-in-Fact)
/s/* )
- ---------------------------------- )
Paul A. Volcker )
Director )
)
)
/s/* )
- ---------------------------------- )
Joseph H. Williams )
Director )
C-9
<PAGE>
SIGNATURES
PRUDENTIAL'S GIBRALTAR FUND, INC.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that this Amendment is filed solely for one or more of the purposes
specified in Rule 485(b)(1) under the Securities Act of 1933 and that no
material event requiring disclosure in the prospectus, other than one listed in
Rule 485(b)(1), has occurred since the effective date of the most recent
Post-Effective Amendment to the Registration Statement which included a
prospectus, and has caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, and its seal hereunto
affixed and attested, all in the city of Newark and the State of New Jersey, on
this 30th day of April, 1997.
PRUDENTIAL'S GIBRALTAR FUND
By: /s/ MENDEL A. MELZER
----------------------------------
Mendel A. Melzer
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 39 to the Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
SIGNATURE AND TITLE DATE
April 30th, 1997
)
)
/s/* )
- ------------------------------- )
)
Mendel A. Melzer )
)
Chairman of the Board of Directors, )
Principal Executive Officer and )
Principal Financial Officer )
)
)
/s/* )
- ------------------------------- )
Jonathan M. Greene )
President and Director )
)
)
/s/* )
- ------------------------------- )
Eugene Stark )
Comptroller ) *By: /s/ THOMAS C. CASTANO
) ---------------------
) Thomas C. Castano
) (Attorney-in-Fact)
/s/* )
- ------------------------------- )
Saul K. Fenster )
Director )
)
)
/s/* )
- ------------------------------- )
W. Scott McDonald, Jr. )
Director )
)
)
/s/* )
- ------------------------------- )
Joseph Weber )
Director )
C-10
<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
The Prudential is a mutual life insurance company incorporated
under the laws of the State of New Jersey. The subsidiaries of The
Prudential are set forth on the Organization Chart on the following
pages.
All of the shares of Prudential's Gibraltar Fund, Inc. are held by
three separate accounts of The Prudential Insurance Company of
America: Prudential's Investment Plan Account, Prudential's Annuity
Plan Account and Prudential's Annuity Plan Account-2. The
Prudential also holds directly and in four of its other separate
accounts shares of The Prudential Series Fund, Inc., a Maryland
corporation. The balance of the shares of The Prudential Series
Fund, Inc. are held in separate accounts of Pruco Life Insurance
Company, a direct wholly-owned subsidiary of The Prudential, and
Pruco Life Insurance Company of New Jersey, an indirect
wholly-owned subsidiary of The Prudential. All of the separate
accounts referred to above are unit investment trusts registered
under the Investment Company Act of 1940. Prudential's Gibraltar
Fund, Inc. and The Prudential Series Fund, Inc. are registered as
open-end, diversified management investment companies under the
Investment Company Act of 1940. The shares of the investment
companies are voted in accordance with the instructions of persons
having an interest in the unit investment trusts, and The
Prudential, Pruco Life Insurance Company and Pruco Life Insurance
Company of New Jersey will vote the shares they hold directly in
the same manner that they vote the shares that they hold in their
separate accounts.
Registrant may also be deemed to be under common control with The
Prudential Variable Contract Account-2, The Prudential Variable
Contract Account-10 and The Prudential Variable Contract
Account-11, separate accounts of The Prudential registered as
open-end, diversified management investment companies under the
Investment Company Act of 1940.
The Prudential is a mutual insurance company. Its financial
statements are prepared in accordance with statutory requirements.
The subsidiaries of The Prudential and short descriptions of each
are listed under Item 25 in Post-Effective Amendment No. 30 to the
Registration Statement of The Prudential Series Fund, Inc.,
Registration No. 2-80896, the text of which is hereby incorporated
by reference.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
The registrant was organized to serve as the investment medium for
separate accounts of The Prudential which issue certain variable
annuity contracts to the public. The public offering commenced on
January 2, 1970. As of December 31, 1996, there were 25,988,598
shares of Common Stock outstanding, distributed as follows:
TITLE OF CLASS HOLDER SHARES
Common Stock Prudential's Investment Plan Account 20,782,102
Prudential's Annuity Plan Account 221,988
Prudential's Annuity Plan Account-2 4,984,508
----------
25,988,598
C-12
<PAGE>
ITEM 27. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Prudential Directors' and Officers' Liability and Corporation
Reimbursement Insurance Program, purchased by The Prudential from
Aetna Casualty & Surety Company, CNA Insurance Companies, Lloyds of
London, Great American Insurance Company, Reliance Insurance
Company, Corporate Officers & Directors Assurance Ltd., A.C.E.
Insurance Company, Ltd., XL Insurance Company, Ltd., and Zurich-
American Insurance Company, provides reimbursement for "Loss" (as
defined in the policies) which the Company pays as indemnification
to its directors or officers resulting from any claim for any actual
or alleged act, error, misstatement, misleading statement, omission,
or breach of duty by persons in the discharge of their duties in
their capacities as directors or officers of The Prudential, any of
its subsidiaries, or certain investment companies affiliated with
The Prudential. Coverage is also provided to the individual
directors or officers for such Loss, for which they shall not be
indemnified. Loss essentially is the legal liability on claims
against a director or officer, including adjudicated damages,
settlements and reasonable and necessary legal fees and expenses
incurred in defense of adjudicatory proceedings and appeals
therefrom. Loss does not include punitive or exemplary damages or
the multiplied portion of any multiplied damage award, criminal or
civil fines or penalties imposed by law, taxes or wages, or matters
which are uninsurable under the law pursuant to which the policies
are construed.
There are a number of exclusions from coverage. Among the matters
excluded are Losses arising as the result of (1) claims brought
about or contributed to by the criminal or fraudulent acts or
omissions or the willful violation of any law by a director or
officer, (2) claims based on or attributable to directors or
officers gaining personal profit or advantage to which they were not
legally entitled, and (3) claims arising from actual or alleged
performance of, or failure to perform, services as, or in any
capacity similar to, an investment adviser, investment banker,
underwriter, broker or dealer, as those terms are defined in the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Advisers Act of 1940, the Investment Company Act of 1940,
any rules or regulations thereunder, or any similar federal, state
or local statute, rule or regulation.
The limit of coverage under the Program for both individual and
corporate reimbursement coverage is $150,000,000. The retention for
corporate reimbursement coverage is $10,000,000 per loss.
The relevant provisions of New Jersey law permitting or requiring
indemnification, New Jersey being the state of organization of The
Prudential, can be found in Section A:3-5 of the New Jersey Statutes
Annotated. The text of The Prudential's by-law 26, which relates to
indemnification of officers and directors, is incorporated by
reference to Exhibit (6)(ii) to this Registration Statement.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR
The business and other connections of The Prudential's Officers are
listed in Schedules A and D of Form ADV as currently on file with
the Commission, the text of which is hereby incorporated by
reference.
The business and other connections of The Prudential's Directors are
listed in the statement of additional information filed as Part B to
this Post-Effective Amendment.
C-13
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Pruco Securities Corporation also acts as principal underwriter
of The Prudential Series Fund, Inc.
(b) Incorporated by Reference to Item 29(b) of Post-Effective
Amendment No. 11 to Form N-4, Registration No. 33-25434, filed
April ___, 1996 on behalf of The Prudential Individual Variable
Contract Account.
(c) Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books or other documents required to be maintained by
Section 31 (a) of the Investment Company Act of 1940 and the rules
promulgated thereunder are maintained by the Registrant, Gateway
Center Three, 100 Mulberry Street, 9th Floor, Newark, New Jersey
07102-4077; the Registrant's Investment Advisor, The Prudential
Insurance Company of America, Prudential Plaza, Newark, New Jersey
07102-3777; or the Registrant's Custodian, The Chase Manhattan Bank,
Chase MetroTech Center, Brooklyn, New York, 11245.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
C-14
<PAGE>
EXHIBIT INDEX
Articles of Incorporation Page C-__
Bylaws Page C-__
Consent of Price Waterhouse LLP, independent accountants. Page C-__
Consent of Deloitte & Touche LLP, independent auditors. Page C-__
27.1 Financial Data Schedule - Prudential's Investment Plan Page C-__
Account
27.2 Financial Data Schedule - Prudential's Gibraltar Fund, Inc. Page C-__
C-15
ARTICLES OF INCORPORATION
OF
PRUDENTIAL'S GIBRALTAR FUND, INC.
* * * *
ARTICLE I
THE UNDERSIGNED, Michael K. Isenman, whose post office address is 1800
Massachusetts Avenue, N.W., Washington, D.C. 20036, being at least eighteen
years of age, does hereby act as an incorporator, under and by virtue of the
General Laws of the State of Maryland authorizing the formation of corporations
and with the intention of forming a corporation.
ARTICLE II
The name of the Corporation is:
PRUDENTIAL'S GIBRALTAR FUND, INC.
ARTICLE III
The purpose for which the Corporation is formed is to act as an open-end
diversified management investment company under the Investment Company Act of
1940, as amended.
ARTICLE IV
The Corporation is expressly empowered as follows:
(1) To hold, invest and reinvest its assets in securities and other
investments or to hold part or all of its assets in cash.
(2) To issue and sell shares of its capital stock in such amounts and on
such terms and conditions and for such purposes and for such amount or kind of
consideration as may now or hereafter be permitted by law.
(3) To redeem, purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel (all without the vote or consent of the stockholders
of the Corporation) shares of its capital stock, in any manner and to the extent
now or hereafter permitted by law and by these Articles of Incorporation.
<PAGE>
- 2 -
(4) To enter into a written contract or contracts with any person or
persons providing for a delegation of the management of all or part of this
Corporation's securities portfolio(s) and also for the delegation of the
performance of various administrative or corporate functions, subject to the
direction of the Board of Directors. Any such contract or contracts may be made
with any person even though such person may be an officer, other employee,
director or stockholder of this Corporation or a corporation, partnership, trust
or association in which any such officer, other employee, director or
stockholder may be interested.
(5) To enter into a written contract or contracts appointing one or more
distributors or agents or both for the sale of the shares of the Corporation on
such terms and conditions as the Board of Directors of this Corporation may deem
reasonable and proper, and to allow such person or persons a commission on the
sale of such shares. Any such contract or contracts may be made with any person
even though such person may be an officer, other employee, director or
stockholder of this Corporation or a corporation, partnership, trust or
association in which any such officer, other employee, director or stockholder
may be interested.
(6) To enter into a written contract or contracts employing such custodian
or custodians for the safekeeping of the property of the Corporation and of its
shares, such accounting services agent or agents, such dividend disbursing agent
or agents, and such transfer agent or agents and registrar or registrars for its
shares, on such terms and conditions as the Board of Directors of this
Corporation may deem reasonable and proper for the conduct of the affairs of the
Corporation, and to pay the fees and disbursements of such custodians,
accounting services agents, dividend disbursing agents, transfer agents, and
registrars out of the income and/or any other property of the Corporation.
Notwithstanding any other provisions of these Articles of Incorporation or the
By-laws of the Corporation, the Board of Directors may cause any or all of the
property of the Corporation to be transferred to, or to be acquired and held in
the name of, a custodian so appointed or any nominee or nominees of this
Corporation or nominee or nominees of such custodian satisfactory to the Board
of Directors.
(7) To employ the same person, partnership (general or limited),
association, trust or corporation in any multiple capacity under Sections (4),
(5) and (6) of this Article, who may receive compensation from the Corporation
in as many capacities in which such person, partnership (general or limited),
association, trust or corporation shall serve the Corporation.
<PAGE>
- 3 -
(8) To do any and all such further acts or things and to exercise any and
all such further powers or rights as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of the purposes stated in Article III hereof.
The Corporation shall be authorized to exercise and enjoy all of the
powers, rights and privileges granted to, or conferred upon, corporations by the
General Laws of the State of Maryland now or hereafter in force, and the
enumeration of the foregoing shall not be deemed to exclude any powers, rights
or privileges so granted or conferred.
ARTICLE V
The post office address of the principal office of the Corporation in the
State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 11 East
Chase Street, Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in this State is CSC-Lawyers Incorporating Service Company, a
corporation of this State, and the post office address of the resident agent is
11 East Chase Street, Baltimore, Maryland 21202.
ARTICLE VI
(1) The total number of shares of capital stock which the Corporation shall
have authority to issue is Seventy Five Million (75,000,000) shares, of the par
value of One Cent ($0.01) per share and of the aggregate par value of Seven
Hundred Fifty Thousand Dollars ($750,000). The shares shall be divided into
eleven classes of Common Stock, with Class A shares to consist of Seventy Five
Million (75,000,000) shares and each of the remaining ten classes of Zero (0)
shares. The Board of Directors may designate the name of each such class. The
Board of Directors, without stockholder approval, may increase or decrease the
aggregate number of shares of stock of any class as permitted by Maryland law.
(2) Any fractional share shall carry proportionately all the rights of a
whole share, excepting any right to receive a certificate evidencing such
fractional share, but including, without limitation, the right to vote and the
right to receive dividends.
(3) All persons who shall acquire stock in the Corporation shall acquire
the same subject to the provisions of these Articles of Incorporation and the
By-laws of the Corporation.
<PAGE>
- 4 -
(4) Unless otherwise provided by the Board of Directors pursuant to Section
(6) of this Article VI, the stockholders of the Corporation shall be entitled to
one vote for each share of stock of the Corporation, irrespective of the class,
then standing in his or her name on the books of the Corporation and on any
matter submitted to a vote of stockholders, all shares of the Corporation then
issued and outstanding and entitled to vote shall be voted in the aggregate and
not by class except that: (i) when expressly required by law, shares shall be
voted by individual class and (ii) only shares of the respective classes
affected by a matter shall be entitled to vote on any such matter.
(5) Unless otherwise provided by the Board of Directors pursuant to Section
(6) of this Article VI or unless otherwise provided by these Articles of
Incorporation, each class of stock of the Corporation shall have the following
powers, preferences or other special rights, and the qualifications,
restrictions, and limitations thereof shall be as follows:
(i) the shares of each class shall have no preference, preemptive,
conversion, exchange or similar rights and shall be freely transferable.
(ii) the Board of Directors may from time to time declare and pay dividends
or distributions, in stock or in cash, on any or all classes of stock, the
amount of such dividends and distributions and the payment thereof shall be
wholly in the discretion of the Board of Directors. Dividends or distributions
on shares of any class of stock shall be paid only out of the earned surplus or
other lawfully available assets belonging to such class.
(6) The Board of Directors shall have authority by resolution to reclassify
any authorized but unissued shares of capital stock from time to time by setting
or changing in any one or more respects the preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends, qualifications
or terms or conditions of redemption of the capital stock. Subject to the
provisions of Sections (7), (8), and (9) of this Article VI and applicable law,
the power of the Board of Directors to reclassify any of the shares of capital
stock shall include, without limitation, authority to reclassify any such stock
into a class or classes of capital stock and to divide and classify shares of
any class into one or more series of such class, by determining, fixing or
altering one or more of the following:
(i) The distinctive designation of such class or series; provided
that, unless otherwise prohibited
<PAGE>
- 5 -
by the terms of such class or series, the number of shares of any
class or series may be decreased by the Board of Directors in connection
with any reclassification of unissued shares and the number of shares of
such class or series may be increased by the Board of Directors in
connection with any such reclassification, and any shares of any class or
series which have been redeemed, purchased or otherwise acquired by the
Corporation shall remain part of the authorized capital stock and be
subject to reclassification as provided herein.
(ii) Whether or not and, if so, the rates, amounts and times at which,
and the conditions under which, dividends shall be payable on shares of
such class or series.
(iii) Whether or not shares of such class or series shall have voting
rights, in addition to any voting rights provided by law and, if so, the
terms of such voting rights.
(iv) The rights of the holders of shares of such class or series upon
the liquidation, dissolution or winding up of the affairs of, or upon any
distribution of the assets of, the Corporation.
(v) Any other rights, restrictions, including restrictions on
transferability, and qualifications of shares of such class or series, not
inconsistent with law and these Articles of Incorporation.
(7) All consideration received by the Corporation for the issue or sale of
stock of any class, together with all income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or liquidation
thereof, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably belong to the class
of shares of stock with respect to which such assets, payments or funds were
received by the Corporation for all purposes, subject only to the rights of
creditors, and shall be so handled upon the books of account of the Corporation.
Such assets, income, earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof, and any assets
derived from any reinvestment of such proceeds in whatever form, are herein
referred to as "assets belonging to" such class.
(8) In the event of the liquidation or dissolution of the Corporation,
stockholders of each class shall be entitled to receive, as a class, out of the
assets of the Corporation
<PAGE>
- 6 -
available for distribution to stockholders, but other than general assets not
belonging to any particular class of stock, the assets belonging to such class;
and the assets so distributable to the stockholders of any class shall be
distributed among such stockholders in proportion to the number of shares of
such class held by them and recorded on the books of the Corporation. In the
event that there are any general assets not belonging to any particular class of
stock and available for distribution, such distribution shall be made to the
holders of stock of all classes in proportion to the asset value of the
respective classes determined as hereinafter provided.
(9) The assets belonging to any class of stock shall be charged with the
liabilities in respect to such class, and shall also be charged with such
class's share of the general liabilities of the Corporation, in proportion to
the asset value of the respective classes determined as hereinafter provided.
The determination of the Board of Directors shall be conclusive as to the amount
of such liabilities, including the amount of accrued expenses and reserves; as
to any allocation of the same to a given class; and as to whether the same, or
general assets of the Corporation, are allocable to one or more classes. The
liabilities so allocated to a class are herein referred to as "liabilities
belonging to" such class.
ARTICLE VII
(1) The number of directors of the Corporation shall be five (5), which
number may be increased or decreased pursuant to the By-laws of the Corporation
but shall never be less than three (3). The names of the directors who shall act
until the first meeting of stockholders and until their successors are duly
elected and qualify are:
Mendel A. Melzer;
Jonathan M. Greene;
Saul K. Fenster;
W. Scott McDonald, Jr; and
Joseph Weber.
(2) No holder of stock of the Corporation shall, as such holder, have any
right to purchase or subscribe for any shares of the capital stock of the
Corporation or any other
<PAGE>
- 7 -
security of the Corporation which it may issue or sell (whether out of the
number of shares authorized by these Articles of Incorporation, or out of any
shares of the capital stock of the Corporation acquired by it after the issue
thereof, or otherwise) other than such right, if any, as the Board of Directors,
in its discretion, may determine.
(3) Each director and each officer of the Corporation shall be indemnified
by the Corporation to the full extent permitted by the General Laws of the State
of Maryland and the Investment Company Act of 1940, now or hereafter in force,
including the advance of related expenses.
ARTICLE VIII
(1) To the extent the Corporation has funds or other property legally
available therefor, each holder of shares of capital stock of the Corporation
shall be entitled to require the Corporation to redeem all or any part of the
shares of capital stock of the Corporation standing in the name of such holder
on the books of the Corporation, and all shares of capital stock issued by the
Corporation shall be subject to redemption by the Corporation, at the redemption
price of such shares as in effect from time to time as may be determined by the
Board of Directors of the Corporation in accordance with the provisions hereof,
subject to the right of the Board of Directors of the Corporation to suspend the
right of redemption of shares of capital stock of the Corporation or postpone
the date of payment of such redemption price in accordance with provisions of
applicable law. Without limiting the generality of the foregoing, the
Corporation shall, to the extent permitted by applicable law, have the right at
any time to redeem the shares owned by any holder of capital stock of the
Corporation (i) if such redemption is, in the opinion of the Board of Directors
of the Corporation, desirable in order to prevent the Corporation from being
deemed a "personal holding company" within the meaning of the Internal Revenue
Code, as amended, (ii) if the value of such shares in the account maintained by
the Corporation or its transfer agent for any class of stock is less than
$1,000.00 (One Thousand Dollars); provided, however, that each stockholder shall
be notified that the value of his account is less than $1,000.00 and allowed
sixty days to make additional purchases of shares before such redemption is
processed by the Corporation, or (iii) if the net income for dividend purposes
with respect to any particular class of shares should be negative or it should
otherwise be appropriate to carry out the Corporation's responsibilities under
the Investment Company Act of 1940, in each case subject to such further terms
and conditions as the Board of Directors of the Corporation may from time to
time adopt. The redemption price
<PAGE>
- 8 -
of shares of capital stock of the Corporation shall, except as otherwise
provided in this section, be the net asset value thereof as determined by the
Board of Directors of the Corporation from time to time in accordance with the
provisions of applicable law, less such redemption fee or other charge, if any,
as may be fixed by resolution of the Board of Directors of the Corporation.
Payment of the redemption price shall be made in cash by the Corporation at such
time and in such manner as may be determined from time to time by the Board of
Directors of the Corporation unless, in the opinion of the Board of Directors,
which shall be conclusive, conditions exist which make payment wholly in cash
unwise or undesirable; in such event the Corporation may make payment wholly or
partly in securities or other property included in the assets belonging or
allocable to the class of the shares redemption of which is being sought, the
value of which shall be determined as provided herein. When the net income for
dividend purposes with respect to any particular class of shares is negative or
whenever deemed appropriate by the Board of Directors in order to carry out the
Corporation's responsibilities under the Investment Company Act of 1940, the
Corporation may, without payment of monetary compensation but in consideration
of the interest of the Corporation and the stockholders in maintaining a
constant net asset value per share of such class, redeem pro rata from each
stockholder of record on such day, such number of full and fractional shares of
the Corporation's common stock of such class, as may be necessary to reduce the
aggregate number of outstanding shares in order to permit the net asset value
thereof to remain constant.
(2) Each holder of any class of stock of the Corporation, who surrenders
his certificate in good delivery form to the Corporation or, if the shares in
question are not represented by certificates, who delivers to the Corporation a
written request in good order signed by the stockholder, shall, to the extent
permitted by the By-laws or by resolution of the Board of Directors, be entitled
to convert the shares in question on the basis hereinafter set forth, into
shares of stock of any other class of the Corporation. The Corporation shall
determine the net asset value, as provided herein, of the shares to be converted
and may deduct therefrom a conversion cost, in an amount determined within the
discretion of the Board of Directors. The Corporation shall issue to the
stockholder such number of shares of stock of the class desired as, taken at the
net asset value thereof determined as provided herein in the same manner and at
the same time as that of the shares surrendered, shall equal the net asset value
of the shares surrendered, less any conversion cost as aforesaid. Any amount
representing a fraction of a share may be paid in cash at the option of the
Corporation. Any conversion cost may be paid
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and/or assigned by the Corporation to the underwriter and/or to any other
agency, as it may elect.
ARTICLE IX
Any determination made in good faith, so far as accounting matters are
involved, in accordance with accepted accounting practices by or pursuant to the
direction of the Board of Directors, as to the amount of assets, obligations or
liabilities of the Corporation, as to the amount of net income of the
Corporation from dividends and interest for any period or amounts at any time
legally available for the payment of dividends, as to the amount of any reserves
or charges set up and the propriety thereof, as to the time of or purpose for
creating reserves or as to the use, alteration or cancellation of any reserves
or charges (whether or not any obligation or liability for which such reserves
or charges shall have been created shall have been paid or discharged or shall
be then or thereafter required to be paid or discharged), as to the value of any
security owned by the Corporation or as to any other matters relating to the
issuance, sale, redemption or other acquisition or disposition of securities or
shares of capital stock of the Corporation, and any reasonable determination
made in good faith by the Board of Directors as to whether any transaction
constitutes a purchase of securities on "margin," a sale of securities "short,"
or an underwriting of the sale of, or a participation in any underwriting or
selling group in connection with the public distribution of, any securities,
shall be final and conclusive, and shall be binding upon the Corporation and all
holders of its capital stock, past, present and future, and shares of the
capital stock of the Corporation are issued and sold on the condition and
understanding, evidenced by the purchase of shares of capital stock or
acceptance of share certificates, that any and all such determinations shall be
binding as aforesaid. No provision of these Articles of Incorporation shall be
effective to (i) require a waiver of compliance with any provision of the
Securities Act of 1933, as amended, or the Investment Company Act of 1940, as
amended, or of any valid rule, regulation or order of the Securities and
Exchange Commission thereunder or (ii) protect or purport to protect any
director or officer of the Corporation against any liability to the Corporation
or its stockholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
ARTICLE X
The duration of the Corporation shall be perpetual.
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ARTICLE XI
(1) The Corporation reserves the right from time to time to make any
amendments to these Articles of Incorporation which may now or hereafter be
authorized by law, including any amendments changing the terms or contract
rights, as expressly set forth in these Articles of Incorporation, of any of its
outstanding stock by classification, reclassification or otherwise, but no such
amendment which changes such terms or contract rights of any of its outstanding
stock shall be valid unless such amendment shall have been authorized by not
less than a majority of the aggregate number of the votes entitled to be cast
thereon by a vote at a meeting.
(2) Notwithstanding any provision of the General Laws of the State of
Maryland requiring any action to be taken or authorized by the affirmative vote
of the holders of a designated proportion of the votes of all classes or of any
class of stock of the Corporation, such action shall be effective and valid if
taken or authorized by the affirmative vote of the holders of a majority of the
total number of shares outstanding and entitled to vote thereon, except as
otherwise provided herein.
(3) So long as permitted by Maryland law, the books of the Corporation may
be kept outside the State of Maryland at such place or places as may be
designated from time to time by the Board of Directors or in the By-laws of the
Corporation.
(4) In furtherance, and not in limitation, of the powers conferred by the
laws of the State of Maryland, the Board of Directors is expressly authorized:
(i) To make, alter or repeal the By-laws of the Corporation, except where
such power is reserved by the By-laws to the stockholders, and except as
otherwise required by the Investment Company Act of 1940.
(ii) From time to time to determine whether and to what extent and at what
times and places and under what conditions and regulations the books and
accounts of the Corporation, or any of them other than the stock ledger, shall
be open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any account or book or document of the Corporation, except as
conferred by law or authorized by resolution of the Board of Directors or of the
stockholders.
(iii) Without the assent or vote of the stockholders, to authorize the
issuance from time to time of
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shares of the stock of any class of the Corporation, whether now or hereafter
authorized, and securities convertible into shares of its stock of any class or
classes, whether now or hereafter authorized, for such consideration as the
Board of Directors may deem advisable.
(iv) Without the assent or vote of the stockholders, to authorize and issue
obligations of the Corporation, secured and unsecured, as the Board of Directors
may determine, and to authorize and cause to be executed mortgages and liens
upon the property of the Corporation, real or personal.
(v) Notwithstanding anything in these Articles of Incorporation to the
contrary, to establish in its absolute discretion the basis or method for
determining the value of the assets belonging to any class, the value of the
liabilities belonging to any class, and the net asset value of each share of any
class of the Corporation for purposes of sales, redemptions, repurchases of
shares or otherwise.
(vi) To determine in accordance with generally accepted accounting
principles and practices what constitutes net profits, earnings, surplus or net
assets in excess of capital, and to determine what accounting periods shall be
used by the Corporation for any purpose, whether annual or any other period,
including daily; to set apart out of any funds of the Corporation such reserves
for such purposes as it shall determine and to abolish the same; to declare and
pay any dividends and distributions in cash, securities or other property from
surplus or any funds legally available therefor, at such intervals (which may be
as frequently as daily) or on such other periodic basis, as it shall determine;
to declare such dividends or distributions by means of a formula or other method
of determination, at meetings held less frequently than the frequency of the
effectiveness of such declarations; to establish payment dates for dividends or
any other distributions on any basis, including dates occurring less frequently
than the effectiveness of declarations thereof; and to provide for the payment
of declared dividends on a date earlier or later than the specified payment date
in the case of stockholders of the Corporation redeeming their entire ownership
of shares of any class of the Corporation.
(vii) In addition to the powers and authorities granted herein and by
statute expressly conferred upon it, the Board of Directors is authorized to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless, to the provisions of Maryland
law, these Articles of Incorporation, and the By-laws of the Corporation.
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IN WITNESS WHEREOF, the undersigned incorporator of PRUDENTIAL'S GIBRALTAR
FUND, INC., hereby executes the foregoing Articles of Incorporation and
acknowledges the same to be his act and further acknowledges that, to the best
of his knowledge, the matters and facts set forth therein are true in all
material respects under the penalties of perjury.
Dated the 26th day of August, 1996.
/s/ Michael K. Isenman
----------------------
Michael K. Isenman
WITNESS:
/s/ Stephen J. Hadley
- ---------------------
PRUDENTIAL'S GIBRALTAR FUND, INC.
BY-LAWS
ARTICLE I
STOCKHOLDERS
SECTION 1. Annual Meetings. Annual meetings of the stockholders of the
Corporation shall be held at the registered office of the Corporation, or at
such other place within the United States as may be determined by the Board of
Directors and as shall be designated in the notice of said meeting, for the
purpose of electing Directors and for the transaction of such other business as
may properly be brought before the meeting; provided, however, the Corporation
shall not be required to hold an annual meeting in any year in which the
election of directors is not required to be acted upon by stockholders under the
Investment Company Act of 1940. If an annual meeting is held, such meeting shall
be held during the month of April on such date and at such time as shall be
specified by the Board of Directors; provided, however, that if the Corporation
is required under this Section 1 to hold a meeting to elect directors, the
meeting shall be held as provided in Section 10 of Article II or as otherwise
required under law.
SECTION 2. Special Meetings. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the
Corporation's Articles of Incorporation ("Charter"), may be held at any place
within the United States, and may be called at any time by the Board of
Directors or by the President, and shall be called by the President or Secretary
at the request in writing of a majority of the Board of Directors or by the
Secretary at the request in writing of stockholders entitled to cast at least
twenty-five percent (25%) of the votes entitled to be cast at such meeting. Such
request shall state the purpose or purposes of the proposed meeting.
SECTION 3. Notice of Meetings. Written or printed notice of the purpose or
purposes and of the time and place of every meeting of the stockholders shall be
given by the Secretary of the Corporation to each stockholder of record entitled
to vote at the meeting, by placing such notice in the mail at least ten days,
but not more than ninety (90) days, and in any event within the period
prescribed by law, prior to the date named for the meeting addressed to each
stockholder at his or her address appearing on the books of the Corporation or
supplied by him or her to the Corporation for the purpose of notice. The notice
of every meeting of stockholders may be accompanied by a form of proxy approved
by the Board of Directors in favor of such actions or persons as the Board of
Directors may select.
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SECTION 4. Record Date. The Board of Directors may fix a date not more than
ninety (90) days preceding the date of any meeting of stockholders, or the date
fixed for the payment of any dividend, or the date of the allotment of rights or
the date when any change or conversion or exchange of shares shall go into
effect, as a record date for the determination of stockholders entitled to
notice of, or to vote at, any such meeting or entitled to receive payment of any
dividend, or to receive such allotment of rights, or to exercise such rights, as
the case may be. In such case, only stockholders of record at the close of
business on the date so fixed shall be entitled to vote, to receive notice, or
receive rights, or to exercise rights, notwithstanding any subsequent transfer
on the books of the Corporation. The Board of Directors shall not close the
books of the Corporation against transfers of shares during the whole or any
part of such period. In the case of a meeting of stockholders, the record date
shall be fixed not less than ten (10) days prior to the date of the meeting. In
no case shall the record date be prior to the close of business on the day the
record date is fixed.
SECTION 5. Quorum. Except as otherwise provided by statute or by the
Charter, the presence in person or by proxy of stockholders of the Corporation
entitled to cast at least a majority of the votes to be cast shall constitute a
quorum at each meeting of the stockholders and all questions shall be decided by
majority vote of the shares so represented in person or by proxy at the meeting
and entitled to vote. In the absence of a quorum, the stockholders present in
person or by proxy, by majority vote and without notice other than by
announcement, may adjourn the meeting from time to time as provided in Section 7
of this Article I until a quorum shall attend. The stockholders present at any
duly organized meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
SECTION 6. Organization. At every meeting of the stockholders, the Chairman
of the Board, or in his or her absence, the President, or in his or her absence,
a Vice President, or in the absence of the President and all the Vice
Presidents, a chairman chosen by the stockholders, shall act as chairman; and
the Secretary, or in his or her absence, a person appointed by the chairman,
shall act as Secretary.
SECTION 7. Adjournment. Any meeting of the stockholders may be adjourned
from time to time, without notice other than by announcement at the meeting at
which such adjournment is taken, and at any such adjourned meeting any action
may be taken that could have been taken at the meeting originally called;
provided that, the meeting may not be adjourned to a date more than 120 days
after the original record date for the meeting, and if after the adjournment a
new record date is fixed for the adjourned meeting,
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a notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the adjourned meeting.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Election and Powers. The number of directors shall be fixed from
time to time by resolution of the Board of Directors adopted by a majority of
the Directors then in office; provided, however, that the number of directors
shall in no event be less than three nor more than fifteen. The business,
affairs and property of the Corporation shall be managed under the direction of
the Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Charter or by
these By-laws required to be exercised or done by the stockholders. The members
of the Board of Directors shall be elected by the stockholders at their annual
meeting and each Director shall hold office until the annual meeting next after
his or her election and until his or her successor shall be duly chosen and
qualified, until he or she shall have resigned, or until he or she shall have
been removed as provided in Section 11 hereof.
SECTION 2. First Regular Meeting. After each meeting of the stockholders at
which a Board of Directors shall have been elected, the Board of Directors so
elected shall meet as soon as practicable for the purpose of organization and
the transaction of other business, at such time and place as may be designated
by the President. No notice of such first meeting shall be necessary if held
immediately following the annual meeting of stockholders and in the same place.
SECTION 3. Additional Regular Meetings. In addition to the first regular
meeting, regular meetings of the Board of Directors shall be held on such dates
as may be fixed, from time to time, by the Board of Directors.
SECTION 4. Special Meetings. Special meetings of the Board of Directors
shall be held whenever called by the President or by a majority of the directors
either in writing or by vote at a meeting.
SECTION 5. Place of Meetings. The Board of Directors may hold its regular
and special meetings at such place or places within or without the State of
Maryland as it may from time to time determine.
SECTION 6. Notice of Meetings. Notice of the place, day and hour of every
regular and special meeting shall, at least one day before the meeting, be
either: (i) delivered personally to each
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director; (ii) mailed, telegraphed, or cabled to each director at his or her
address listed in the books of the Corporation; (iii) sent by facsimile
transmission to each director at his or her facsimile number listed in the books
of the Corporation; or (iv) communicated personally to each director over the
telephone. It shall not be requisite to the validity of any meeting of the Board
of Directors that notice thereof shall have been given to any director who is
present thereat, or, if absent, waives notice thereof in writing filed with the
records of the meeting either before or after the holding thereof. No notice of
any adjourned meeting of the Board of Directors need be given.
SECTION 7. Quorum. One-third of the members of the Board of Directors then
in office, but in no case less than two (2) directors, shall be necessary to
constitute a quorum for the transaction of business at every meeting of the
Board of Directors and the action of a majority of the directors present at a
meeting at which a quorum is present shall be the action of the Board; but if at
any meeting there be less than a quorum present, a majority of those present may
adjourn the meeting from time to time, but not for a period over thirty (30)
days at any one time, without notice other than by announcement at the meeting
until a quorum shall attend. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified.
SECTION 8. Chairman. The Board of Directors may at any time appoint one of
its members as Chairman of the Board, who shall serve at the pleasure of the
Board and who shall perform and execute such duties and powers as the Board
shall from time to time prescribe, but who shall not by reason of performing and
executing these duties and powers, be deemed an officer or employee of the
Corporation.
SECTION 9. Organization. At every meeting of the Board of Directors, the
Chairman of the Board, if one has been selected and is present, and, if not, the
President, or in the absence of the Chairman of the Board and the President, a
chairman chosen by a majority of the directors present shall preside; and the
Secretary, or in his or her absence, a person appointed by the chairman, shall
act as secretary.
SECTION 10. Vacancies. If any vacancies occur in the Board of Directors by
reason of resignation, removal or otherwise (except by reason of increase in the
number of directors), the Directors then in office shall continue to act, and
such vacancies may be filled by a majority of the Directors then in office,
whether or not the Directors constitute a quorum under Section 7 of this
Article; and if the authorized number of Directors is increased, such vacancies
may be filled by a majority of the entire Board of Directors; provided that,
immediately after filling such
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vacancy, at least two-thirds of the Directors then holding office shall have
been elected to such office by the stockholders of the Corporation. In the event
that at any time, other than the time preceding the first meeting of
stockholders, less than a majority of the Directors of the Corporation holding
office at that time were elected by the stockholders, a meeting of the
stockholders shall be held promptly, and in any event within sixty (60) days,
for the purpose of electing Directors to fill any existing vacancies on the
Board of Directors unless the Securities and Exchange Commission shall by order
extend such period. But in no event shall such period be extended for more than
an additional 60 days. Subject to Section 11 of this Article, any Director
chosen to fill a vacancy shall hold office until the next annual meeting of
stockholders and until his or her successor shall have been duly elected and
qualified.
SECTION 11. Removal. Any director may be removed from office, with or
without cause, by the stockholders by written declaration or the affirmative
vote of a majority of all the votes entitled to be cast for the election of
directors, and another may be elected in place of the person so removed, to
serve the remainder of his or her term. The Secretary shall promptly call a
meeting of stockholders for the purpose of voting on the question of removal of
a director when requested in writing to do so by stockholders entitled to cast
not less than ten percent (10%) of the votes.
SECTION 12. Committees. The Board of Directors may, by resolution passed by
a majority of the entire Board, designate one or more committees of the Board of
Directors, each consisting of two or more directors. To the extent provided in
such resolution, and permitted by law, such committee or committees shall have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required. The members of a committee present at any meeting, whether or not
they constitute a quorum, may appoint a director to act in the place of an
absent member.
SECTION 13. Telephone Conference. Members of the Board of Directors or any
committee thereof may participate in a meeting of the Board or such committee by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time and participation by such means shall constitute presence in person at the
meeting.
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SECTION 14. Compensation of Directors. Each director shall be entitled to
receive such compensation, if any, as may from time to time be fixed by the
Board of Directors, including a fee, if any is so fixed, for each meeting of the
Board or any committee thereof, regular or special, attended by him or her.
Directors may also be reimbursed by the Corporation for all reasonable expenses
incurred in traveling to and from the place of each meeting of the Board of any
such committee. Directors need not abstain from voting on matters that affect
their own compensation.
ARTICLE III
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a President, a
Secretary and a Treasurer, and may include one or more Vice Presidents, one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as the Board of Directors may from time to time determine.
SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected by the Board of Directors and, subject to earlier termination
of office, each officer shall hold office for one year and until his or her
successor shall have been elected and qualified.
SECTION 3. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President, or the Secretary
of the Corporation. Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 4. Removal. Any officer elected by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors, upon a finding that the best interests of the corporation will be
served by such removal.
SECTION 5. President. The President shall be the chief executive officer of
the Corporation and shall have general supervision over the business and
operations of the Corporation, subject, however, to the control of the Board of
Directors. The President, or such person as the President shall designate, shall
sign, execute and acknowledge, in the name of the Corporation, deeds, mortgages,
bonds, contracts and other instruments authorized by the Board of Directors,
except in the case where the signing and execution thereof shall be delegated by
the Board to some other officer or agent of the Corporation; and the President
shall perform such other duties as from time to time may be assigned to the
President by the Board.
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SECTION 6. The Vice Presidents. In the absence or disability of the
President or when so directed by the President, any Vice President designated by
the Board of Directors may perform all the duties of the President, and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the President; provided, however, that no Vice President shall act as a
member of or as chairman of any special committee of which the President is a
member or chairman by designation of ex-officio, except when designated by the
Board. The Vice Presidents shall perform such other duties as from time to time
may be assigned to them respectively by the Board or the President.
SECTION 7. The Secretary. The Secretary shall record all the votes of the
stockholders and of the directors and the minutes of the meetings of the
stockholders and of the Board of Directors in a book or books to be kept for
that purpose; the Secretary shall see that notices of meetings of the
stockholders and the Board are given and that all records and reports are
properly kept and filed by the Corporation as required by law; the Secretary
shall be the custodian of the seal of the Corporation; and, in general, the
Secretary shall perform all duties incident to the office of Secretary, and such
other duties as may from time to time be assigned to the Secretary by the Board
or the President.
SECTION 8. Assistant Secretaries. In the absence or disability of the
Secretary or when so directed by the Secretary, any Assistant Secretary may
perform all the duties of the Secretary, and, when so acting, shall have all the
powers of, and be subject to all restrictions upon, the Secretary. The Assistant
Secretaries shall perform such other duties as from time to time may be assigned
to them respectively by the Board of Directors, the President, or the Secretary.
SECTION 9. The Treasurer. Subject to the provisions of any contract which
may be entered into with any custodian pursuant to authority granted by the
Board of Directors, the Treasurer shall have charge of all receipts and
disbursements of the Corporation and shall have or provide for the custody of
its funds and securities; the Treasurer shall have full authority to receive and
give receipts for all money due and payable to the Corporation, and to endorse
checks, drafts and warrants, in its name and on its behalf and to give full
discharge for the same; the Treasurer shall deposit all funds of the
Corporation, except such as may be required for current use, in such banks or
other places of deposit as the Board of Directors may from time to time
designate; and, in general, the Treasurer shall perform all duties incident to
the office of Treasurer and such other duties as may from time to time be
assigned to the Treasurer by the Board or the President.
SECTION 10. Assistant Treasurers. In the absence or disability of the
Treasurer or when so directed by the Treasurer,
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any Assistant Treasurer may perform all the duties of the Treasurer, and, when
so acting, shall have all the powers of and be subject to all the restrictions
upon, the Treasurer. The Assistant Treasurers shall perform all such other
duties as from time to time may be assigned to them respectively by the Board of
Directors, the President or the Treasurer.
SECTION 11. Compensation of Officers and Others. The Compensation of all
officers shall be fixed from time to time by the Board of Directors, or any
committee or officer authorized by the Board so to do. No officer shall be
precluded from receiving such compensation by reason of the fact that he or she
is also a director of the Corporation.
ARTICLE IV
STOCK
SECTION 1. Certificates. Each stockholder shall be entitled upon written
request to a stock certificate or certificates, certifying the number and kind
of whole shares owned by him or her, signed by the President or a Vice President
and the Treasurer or an Assistant Treasurer, which signatures may be either
manual or facsimile signatures, and sealed with the seal of the Corporation,
which seal may be either facsimile or any other form of seal. Stock certificates
shall be in such form, not inconsistent with law or with the Charter as shall be
approved by the Board of Directors.
SECTION 2. Transfer of Shares. Transfers of shares shall be made on the
books of the Corporation at the direction of the person named as the holder
thereof on the Corporation's books or named in the certificate for shares (if
issued), or by such person's duly authorized attorney, and upon surrender of the
certificate for such shares (if issued) properly endorsed, together with a
proper request for redemption, to the Corporation or its redemption agent, with
such evidence of the authenticity of such transfer, authorization and other
matters as the Corporation or its agents may reasonably require, and subject to
such other reasonable conditions and requirements as may be required by the
Corporation or its agents, or, if the Board of Directors shall by resolution so
provide, transfer of shares may be made in any other manner provided by law.
SECTION 3. Transfer Agents and Registrars. The Corporation may have one or
more transfer agents and one or more registrars of its stock, whose respective
duties the Board of Directors may, from time to time, define. No certificate of
stock shall be valid until countersigned by a transfer agent, if the Corporation
shall have a transfer agent, or until registered by the
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registrar, if the Corporation shall have a registrar. The duties of transfer
agent and registrar may be combined.
SECTION 4. Mutilated, Lost or Destroyed Certificates. The Board of
Directors, by standing resolution or by resolutions with respect to particular
cases, may authorize the issue of new stock certificates in lieu of stock
certificates lost, destroyed or mutilated, upon such terms and conditions as the
Board may direct. The Board may in its discretion refuse to issue such new
certificates, unless ordered to do so by a court of competent jurisdiction.
SECTION 5. Stock Ledgers. The Corporation shall not be required to keep
original or duplicate stock ledgers at its principal office in the City of
Baltimore, Maryland, but stock ledgers shall be kept at the respective offices
of the transfer agents of the Corporation's capital stock, or at such other
office of the Corporation as the Board of Directors may designate from time to
time.
ARTICLE V
SEAL
The seal of the Corporation shall be in such form as the Board of Directors
shall prescribe.
ARTICLE VI
SUNDRY PROVISIONS
SECTION 1. Amendments.
(a) By Stockholders. These By-laws may be amended or repealed in the manner
provided in Section 5 of Article I hereof at any annual or special meeting of
the stockholders.
(b) By Directors. These By-laws may be amended or repealed in the manner
provided in Section 7 of Article II hereof at any regular meeting of the Board
of Directors, or at any special meeting thereof if notice of such amendment or
repeal be contained in the notice of such special meeting.
SECTION 2. Indemnification of Directors and Officers.
(a) Indemnification. Any person who was or is a party or is threatened to
be made a defendant or respondent in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the Corporation, or is or was serving while a director or officer of
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the Corporation at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust, enterprise or employee benefit plan, shall be indemnified by the
Corporation against judgments, penalties, fines, settlements and reasonable
expenses (including attorney's fees) actually incurred by such person in
connection with such action, suit or proceeding to the full extent permissible
under the General Laws of the State of Maryland now or hereafter in force,
except that such indemnity shall not protect any such person against any
liability to the Corporation or any stockholder thereof to which such person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.
(b) Advances. Any person claiming indemnification within the scope of this
Section 2 shall be entitled to advances from the Corporation for payment of the
expenses of defending actions against such person in the manner and to the full
extent permissible under the General Laws of the State of Maryland now or
hereafter in force.
(c) Procedure. On the request of any person requesting indemnification or
an advance under this Section 2, the Board of Directors shall determine whether
the standards required by this Section 2 have been met, or such determination
shall be made by independent legal counsel if the Board so directs or if the
Board is not empowered by statute to make such determination.
SECTION 3. Independent Accountant. In accordance with the Investment
Company Act of 1940, the Corporation shall employ an independent public
accountant or firm of independent public accountants as its accountant to
examine the accounts of the Corporation and to sign and certify financial
statements of the Corporation.
SECTION 4. Conflict. When a provision in these By-laws is in conflict with
any valid federal law, rule, regulation, or order, technical compliance with the
provision shall yield to the dictates of such law, rule, regulation, or order.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 39 to the registration statement on Form S-6 (the
"Registration Statement") of our reports dated March 31, 1997, relating to the
financial statements of Prudential's Investment Plan Account and Prudential's
Annuity Plan Account, which appear in such Prospectus.
We also consent to the use in the Prospectus constituting part of this
Registration Statement of our report dated February 13, 1997, relating to the
financial statements and financial highlights of the Prudential's Gibraltar
Fund, Inc., which appears in such Prospectus.
We also consent to the use in the Prospectus constituting part of this
Registration Statement of our report dated March 10, 1997, relating to the
statutory financial statements of Prudential Insurance Company of America, which
appears in such Prospectus.
We also consent to the references to us under the headings "Financial
Highlights" and "Experts" in the Prospectus.
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York 10036
April 24, 1997
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 39 to Registration
Statement No. 2-52715 on Form S-6 of Prudential's Investment Plan Account of The
Prudential Insurance Company of America (1) of our report dated February 15,
1996, relating to the financial statements of Prudential's Investment Plan
Account, (2) of our report dated February 15, 1996, relating to the financial
statement of Prudential's Annuity Plan Account, (3) of our report dated February
15, 1996, relating to the financial statements of Prudential's Gibraltar's Fund,
Inc., and (4) of our report dated March 1, 1996, except for Note 1A as to which
the date is March 10, 1997, relating to the statutory financial statements of
The Prudential Insurance Company of America in the Prospectus, which is part of
such Registration Statement, and to the reference to us under the headings
"Financial Highlights" and "Experts" in such Prospectus.
Deloitte & Touche LLP
Parsippany, New Jersey
April 25, 1997
